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THIS CUSTOMER AGREEMENT ("CUSTOMER AGREEMENT") CONTAINS THE TERMS OF YOUR TRIAL USE OF THE XM SATELLITE RADIO INTERNET RADIO SERVICE ("XM RADIO ONLINE"). IF YOU DO NOT ACCEPT THESE TERMS, PLEASE NOTIFY US IMMEDIATELY AND WE WILL CANCEL YOUR TRIAL ONLINE SERVICE (OUR CONTACT INFORMATION IS LISTED BELOW). BY COMPLETING YOUR REGISTRATION, YOU ACCEPT THESE TERMS OF THE SERVICE.

Thank you for choosing XM Satellite Radio ("XM"). XM transmits satellite radio programming ("Satellite Radio Service") only within the 48 contiguous United States. All of XM's music programming and other select XM programming is also available online to residents of the United States through the website http://listen.xmradio.com, subject to a monthly subscription after the trial period. To become an XM Radio Online subscriber, you must be at least 18 years old, reside in the United States and provide accurate and current information about yourself. If you are not yet 18 years old, you may still use XM, but only if the account was created by your parent or guardian. This is your copy of the XM Radio Online Customer Agreement during your trial. Please keep it for your records.

CONTACTING XM SATELLITE RADIO:

You may contact us by writing to:

XM Satellite Radio Inc.
P.O. Box 33174
Detroit, MI 48232

Website address:
www.xmradio.com/contact_us/xmro_contact_us.jsp

1. OUR ONLINE SERVICE

The Satellite Radio Service ("Radio Service") consists of a variety of full-time and part-time channels of music, news, talk, information, sports, children's and other entertainment. XM Radio Online ("Online Service" and collectively with Radio Service, the "Services") consists of a selection of channels from the Radio Service, and may include other Online Service programming. XM reserves the right to change programming at any time and without notice, at our sole discretion, including canceling, modifying, moving or adding particular channels, with or without notice to you. Not all content offered on XM's Radio Service is available on the Online Service and not all content offered on the Online Service may be offered on the Radio Service; we may or may not offer the same content on both of the services. Similarly, not all content offered on either of the Services is available through the other modes of distribution of XM programming (such as through our internet, satellite TV, wireless, or other distribution partners we may engage from time to time).

XM Radio Online is available to both PC and Mac users. Different system configurations will yield different results. We recommend the following system configurations:

PC:
	Internet Connection: Broadband
	Processor: Pentium III 1 GHz
	Memory: Minimum 256 MB RAM, minimum 64 MB Video RAM
	Operating System: Windows XP
	Sound: Soundcard w/ speakers or headphones
	Additional Software: Windows Media Player 10, Flash 7
	Browser Compatibility: Internet Explorer 6+, Firefox 1.0+, Netscape 7+ (Opera not supported); cookies must be enabled
Mac:
	Internet Connection: Broadband
	Processor: PowerPC G3 processor or better
	Memory: 128 MB RAM, 64 MB Video RAM
	Operating System: OS X
	Sound: Soundcard w/ speakers or headphones
	Additional Software: Windows Media components for Quicktime, Flash 7
	Browser Compatibility: Firefox 1.0+ (Internet Explorer not supported); cookies must be enabled

These are recommendations only and changes in Services may necessitate changes and/or upgrades in system configurations. We are not responsible for your system and/or any required changes and/or upgrades.

You may not reproduce, rebroadcast, or otherwise transmit the programming, create unauthorized recordings of the programming, charge admission specifically for the purpose of listening to the programming, or distribute play lists of the Online Service. Notwithstanding the provisions of Section 8, we or any of our programming partners may prosecute violations of the foregoing against you and other responsible parties in any court of competent jurisdiction, under the rules and regulations of the FCC, and other applicable laws. Subscription to the Online Service does not grant you the right to use any of XM's or our partners' trademarks. You also may not attempt to override or circumvent any of the usage rules, limitations, or security measures embedded into the Online Service. Only one concurrent login is permitted at any one time. You may login to the Online Service from any compatible Web Device (as defined below), but not from more than one Web Device at any one time. XM will hold you fully liable for all claims and losses resulting from your use or misuse of the Online Service.

If you use the Online Service it is your responsibility to exercise prudent discretion and observe all safety measures required by law and your own common sense. You assume the entire risk related to your use of the Online Service. We are not responsible for accidents resulting from or associated with use of the Online Service. In no event will XM, its programming or data suppliers or partners, service providers, marketing/distribution, software or Internet suppliers or partners or hardware or software manufacturers, suppliers or partners be liable to you or to any third party for any direct, indirect, incidental, consequential, special, exemplary or punitive damages or lost profits resulting from use of or interruptions in the transmission or reception of the Online Service.

Some programming may include explicit language. Channels with a frequent use of explicit language are indicated on your channel line-up and on the channel display with an "XL." Some other channels may also, from time to time, include incidental explicit language, but are not designated on the channel line-up or channel display with an "XL." It is your responsibility to impose listening restrictions that you consider appropriate for yourself and/or others. Please contact our Listener Care Center 1-800-XM-RADIO (1-800-967-2346), or visit our website at XMRADIO.com for information on channel blocking. Channel blocking is not available with the Online Service; therefore it is your responsibility to impose listening restrictions that you consider appropriate for yourself and/or others.

Furthermore, some programming may broadcast in Spanish or French and are indicated on your channel line-up and on the channel display with an "SP", "FR" or XMHD, respectively. Additionally, certain music channels may contain commercials and are indicated on your channel line-up and on the channel display with a "CM." See chart below:

The Online Service is not intended for public or commercial use. It is intended for private use and enjoyment only, and you are not permitted to use the Online Service for broadcast in a commercial establishment or for any other commercial purpose.

Due to the evolving nature of our business, our competition, and the requirement and costs of programming suppliers, we reserve the right to change the terms on which we offer the Online Service from time to time, as we believe appropriate, including the fees and charges.

Online Service may be unavailable or interrupted from time to time for a variety of reasons, such as unavailability or difficulties with the Internet generally or your web browser, computer, home wiring, or Internet service provider and/or other things that we cannot control. The Online Service is available at speeds of either 32 kbps or 64 kbps and functions best when streamed over a broadband connection. We do not guarantee continuous, uninterrupted or secure access to the Online Service and are not responsible for any noise and/or interruptions of Online Service that occur.

a) XM does not make or install any of the physical equipment, Internet connectivity or web browser software or other hardware or software you may use to receive the Online Service ("Web Devices"). We only provide the Online Service. You must purchase your computer, laptop, alternate web device, modem or router, and Internet service and/or any other appropriate hardware and/or software, from appropriate sellers, resellers, manufacturers or service providers. We are not responsible for and do not warrant any Web Devices in any way whatsoever and are NOT responsible for the advertising, statements, practices, promises, services or warranties of such sellers, manufacturers or installers. If you have any complaints about your Web Devices, you should direct them to the applicable seller, reseller, manufacturer, or service provider.

b) Login and Password.
Once your Online Service registration has been processed you are responsible for maintaining the confidentiality of your Confirmation Code, Email Address and Password. You are also fully responsible for all activities that occur in connection with your Login ID. At the end of each online session, you must completely log out of the Online Service. Also, should your Login ID or Password be lost, stolen, sold, transferred or otherwise removed from your possession without your permission, contact XM immediately so that your Login ID and Password may be deactivated and reissued. To report compromised Login ID information contact:

Internet Service Support
XM Satellite Radio Inc.
1500 Eckington Place, NE
Washington, DC 20002

Online Support:
www.xmradio.com/contact_us/xmro_contact_us.jsp

c) Technology.
It is prohibited to, and you agree that you will not, copy, decompile, disassemble, reverse engineer, hack, manipulate, or otherwise access and/or make available any technology incorporated in receivers compatible with the XM Radio or that support the XM website, the Online Service or any of its content. Furthermore, the AMBE (r) voice compression software included in this product is protected by intellectual property rights including patent rights, copyrights, and trade secrets of Digital Voice Systems, Inc. The software is licensed solely for use within this product. You also agree not to upload, post, transmit or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, disable or limit the functionality of the XM website or the Online Service. Furthermore, the music, talk, news, entertainment, data and other content on the Services are protected by copyright and other intellectual property laws and all ownership rights remain with the respective content and data service providers. You are prohibited from any export of the data (or derivative thereof) except in compliance with applicable export laws, rules and regulations. The user of this or any other software contained in an XM Radio or the XM website and/or all hardware and/or software used in connection with either is explicitly prohibited from attempting to copy, decompile, reverse engineer, hack, manipulate or disassemble the object code, or in any other way convert the object code into human-readable form.

The term of this Customer Agreement shall continue for the duration stated in the trial offer under which you subscribed. Trial Online Service will be canceled automatically immediately following the end of the respective trial period. At any time during the trial period, you may become a full-time, paying XM Satellite Radio Service or XM Radio Online subscriber.

6. OUR CANCELLATION

We may cancel your Online Service at any time if you breach any of the material provisions of this Customer Agreement or for any other reason. You must comply with all of the terms and conditions of this entire Customer Agreement or we may cancel your Online Service.

7. COLLECTION OF INFORMATION

XM may collect personal information about your use of the Services that helps us customize our Services. XM will use your information to (i) provide and improve Services, (ii) enforce the Customer Agreement, (iii) offer you new products and services and (iv) perform market research. You acknowledge and agree that we will have the right to make our customer list, and portions thereof, and your information available to selected third parties that we believe offer products and/or services that may be of interest to you. However, if you prefer that we not provide your information to third parties, please contact us at 1-800-XM-RADIO (1-800-967-2346) or at legal@xmradio.com.

a) DISCLAIMERS.
YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE SERVICES AND/OR YOUR XM RADIO OR OTHER EQUIPMENT. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE CONTENT AND FUNCTIONALITY OF THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ALL SUCH WARRANTIES OR REPRESENTATIONS (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) ARE HEREBY DISCLAIMED.

b) LIMITATIONS OF LIABILITY.
WE ARE NOT RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES RELATING TO THE USE OR PURCHASE OF ANY XM RADIO, OTHER EQUIPMENT, WEB DEVICE, AND/OR THE SERVICES, WHETHER BASED ON NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. OUR TOTAL LIABILITY TO YOU AND ANY OTHER PERSONS RECEIVING OUR SERVICES, REGARDLESS OF THE CAUSE, WILL IN NO EVENT EXCEED THE AMOUNTS THAT YOU HAVE PAID TO US FOR THE SERVICE THAT YOU RECEIVED DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE SPECIFIC EVENT THAT GAVE RISE TO THE APPLICABLE DAMAGE OR LOSS. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES IN SECTION 8(a) ARE REFLECTED IN OUR PRICES AND ARE A FUNDAMENTAL ELEMENT OF OUR AGREEMENT TO PROVIDE THE SERVICES. YOU MAY HAVE GREATER RIGHTS THAN DESCRIBED ABOVE UNDER YOUR STATE'S LAWS.

c) You agree to defend, indemnify and hold harmless XM from and against any claims arising out of your use of the Services and/or any XM Radio and/or any breach by you of this Customer Agreement. This indemnification obligation includes the acts or omissions of anyone accessing the Online Service using your Login ID, with or without your permission.

In order to expedite and control the cost of disputes, you agree to the following dispute resolution procedures:

a) Informal Resolution.
In the event of any dispute, claim or controversy arising out of or relating to the Services, this Customer Agreement or the breach, termination, enforcement, interpretation or validity thereof (hereinafter referred to as a "Claim"), we will first try to resolve it informally. Accordingly, neither of us may start a formal proceeding (except for Claims described in Section 9(d)) for at least 60 days after one of us notifies the other of a Claim in writing. To initiate a Claim, you must send notice to the address on the first page of this Customer Agreement. If XM initiates a Claim, we will send our notice to the billing address on file with us.

b) Formal Resolution.
If we cannot resolve a Claim informally, any Claim shall be resolved solely by binding arbitration, and the arbitrator shall also have the sole authority to decide, without limitation, any question regarding the existence, scope or validity of this arbitration provision. Notice of any Claim must be provided as set forth in Section 9(a). The arbitration will be conducted under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes of the American Arbitration Association (collectively, the "AAA Rules") that are in effect at the time the arbitration is initiated and under the rules set forth in this Customer Agreement. If there is a conflict between the AAA Rules and the rules set forth in this Customer Agreement, the rules set forth in this Customer Agreement will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. If you initiate an arbitration, you agree to pay a fee of $125 or, if less and you tell us in writing, the amount that you would pay to initiate a lawsuit against us in the appropriate court of your state. We agree to pay any additional fee or deposit required by the American Arbitration Association in excess of your filing fee. We also agree to pay the costs of the arbitration proceeding up to a maximum of one-half day (four hours) of hearings. Other fees, such as attorney's fees, expenses or travel to the arbitration and the costs of a proceeding that goes beyond one-half day will be in accordance with AAA Rules. The arbitration will be held at a location within 100 miles of your residence unless you and we both agree to another location. To start the arbitration, you or we must do the following things:

1. Write a demand for arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered;
2. Send two copies of the demand for arbitration plus the appropriate filing fee to: American Arbitration Association, 1776 Eye Street, N.W., Suite 850, Washington, D.C. 20006; and
3. Send one copy of the demand for arbitration to XM SATELLITE RADIO INC. at the address on the first page of this Customer Agreement.

c) Binding Effect.
In the arbitration proceeding, the arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Otherwise, the arbitrator's decision is final and binding on all parties and may be enforced in any federal or state court that has jurisdiction. Upon judicial review of an arbitrator's decision, a court may sever any portion of this Section 9 that it finds to be unenforceable.

d) Exceptions.
Notwithstanding the foregoing:

1. any dispute over the validity of either party's intellectual property rights or our licenses to operate our business;
2. any dispute based on Section 9(c) above challenging or enforcing the arbitrator's award or decision; and
3. any dispute involving a violation of the Communications Act of 1934, 47 U.S.C. §605, or the Electronic Communications Privacy Act, 18 U.S.C. §§2510-2521

Nothing in this Customer Agreement, including, without limitation, this Section 9, shall affect our ability to terminate your Services for non-payment of amounts owed to us when due. Furthermore, nothing in this Customer Agreement, including, without limitation, this Section 9, will prevent us from bringing an action in a small claims court of competent jurisdiction in order to collect any unpaid amounts. If collection activities are required in order for us to collect money you owe us, you agree to pay the reasonable costs of such collection, including but not limited to costs of a collection agency, attorney's fees and court costs.

a) Notice.
Notices to you will be deemed given when deposited in the mail or on the date that an e-mail is sent. Mailed notices may be included in our statements or emails to you. We may also provide notice to you by telephone, which will be deemed given when a message is left with you, someone answering the telephone at your residence or commercial establishment or on an answering machine or voicemail system at your phone number on record with us. Your notices to us will be deemed given when we receive them at the address (regular or e-mail) or telephone number set forth on the first page of this Customer Agreement.

b) Applicable Law.
The interpretation and enforcement of this Customer Agreement shall be governed by the rules and regulations of the Federal Communications Commission, other applicable federal laws, and the laws of the state and local area where Service is provided to you in that order. This Customer Agreement is subject to modification if required by such laws. Notwithstanding the foregoing, Section 9 shall be governed solely by the Federal Arbitration Act without reference to state law.

c) Assignment of Account or Customer Agreement.
We may assign your account or this Customer Agreement and all rights and/or obligations hereunder to any third party without notice for any purpose, including without limitation collection of unpaid amounts, in the event of an acquisition, corporate reorganization, merger or sale of substantially all of the party's assets to another entity. You hereby consent to such assignment. You must continue making all required payments to us in accordance with your billing statement, unless notified otherwise.

d) Other.
This Customer Agreement states our entire agreement relating to your XM subscription, the Services, and your relationship with XM. No salesperson or other representative is authorized to change it for you, although XM may modify it without prior notice to you (see Section 2). If any provision is declared by a competent authority to be invalid, that provision will be deleted or modified to the extent necessary, and the rest of this Customer Agreement will remain enforceable. The specific terms of this Customer Agreement that expressly or by their nature survive termination shall continue thereafter until fully performed.

THANK YOU FOR CHOOSING XM RADIO ONLINE.

Last updated: January 1, 2007

©2001-2007 XM Satellite Radio Inc. "XM" and related marks are trademarks of XM Satellite Radio Inc.