End User Agreement

SIRIUS SATELLITE RADIO INC.

END USER LICENSE AGREEMENT

This End User License Agreement (this “EULA”) sets forth the agreement between you and SIRIUS Satellite Radio Inc. (“SIRIUS”) for the use of the software in Stiletto SIRIUS satellite radio receivers (the “Receiver Software”), the My SIRIUS Studio computer software, and SIRIUS Device Recovery computer software (the “Computer Software” and, together with the Receiver Software, the “Software”) and their use with Stiletto Series SIRIUS satellite radio receiver and accessories (the “Receiver”) and SIRIUS’ satellite radio service (the “SIRIUS Service”).

In addition, for your use of the SIRIUS Service, you agree to be bound by the “Terms & Conditions of Service” set forth at: http://www.sirius.com/serviceterms (the “Terms and Conditions”).

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS EULA. BY USING THE RECEIVER AND THE RECEIVER SOFTWARE, CLICKING ON THE “ACCEPT” BUTTON TO INSTALL THE COMPUTER SOFTWARE, AND/OR INSTALLING, COPYING OR OTHERWISE USING THE COMPUTER SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, CLICK ON THE “CANCEL” BUTTON IF YOU ARE INSTALLING THE COMPUTER SOFTWARE SO THAT IT IS NOT INSTALLED, AND DO NOT USE THE RECEIVER.

1.GRANT OF LICENSE. SIRIUS hereby grants to you a non-exclusive, limited, license to use the Software and any related documentation (the “Documentation”). You may: (a) use the Receiver Software in object code form only as fully integrated into the Receiver in order to operate the Receiver for its usual purpose, (b) use the Computer Software simultaneously on up to three computers and (c) copy the Computer Software for back-up and archival purposes; provided that any copy must contain all of the original Software’s proprietary notices. SIRIUS, its partners and suppliers, including without limitation, Microsoft Corporation (“Microsoft”), Dell Products, LP, (f/k/a, ZING Systems, Inc.) on behalf of itself, Dell Inc. and each of the affiliates and subsidiaries of Dell Inc. (“ZING”), and their respective partners and suppliers, retain all rights not expressly granted herein, including without limitation, all world-wide patent, copyright, trademark, trade secret and other proprietary rights associated with the Software. You agree that SIRIUS’ partners and suppliers (including Microsoft and ZING) are third party beneficiaries of this EULA and may enforce your performance of its terms. This product is protected by certain intellectual property rights of Microsoft. Use or distribution of such technology outside of this product is prohibited without a license from Microsoft.

2.LICENSE RESTRICTIONS. (a) You must be at least 18 years old to assume the obligations set forth in this EULA. Minors may use the Software and the Documentation only if a parent or legal guardian assumes the obligations set forth in this EULA and thereby assumes full responsibility for the minor’s use of the Software and the Documentation.

(b)You may not: (i) permit other individuals to use the Computer Software; (ii) modify, translate, reverse engineer, decompile, extract source code from, disassemble (except to the extent that this restriction is expressly prohibited by law), reproduce, or create derivative works based upon the Software or the Documentation; (iii) copy the Software or the Documentation (except as permitted by Section 1(c)); (iv) rent, lease, publicly display, transfer, or otherwise transfer rights to the Software or the Documentation and/or (v) remove any proprietary notices or labels on the

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Software or the Documentation. Any violations of this Section 2(b) will immediately terminate your license to the Software and the Documentation.

(c)You may use the Software and the Documentation only in a manner that complies with all applicable laws in the jurisdictions in which you use the Software and the Documentation, including without limitation, applicable restrictions concerning copyright and other intellectual property rights.

(d)You may use the Software only for your private, non-commercial use. You may not use the Software in any way to provide, or as part of, any commercial service or application. Copies of content files, including without limitation songs and other audio recordings, which are stored and/or transferred using the Software, and which are protected by the copyright laws or related laws of any jurisdiction, are for your own personal use only and you may not publicly perform them or distribute them to third parties.

(e)By storing content on the Receiver, you are making a digital copy. You may not use the Receiver or the Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.

(f)The Software embodies a serial copying management system required by the laws of the United States. You may not circumvent or attempt to circumvent this system by any means.

(g)You shall not export or re-export the Software or the Receiver without the appropriate U.S. or foreign government licenses.

(h)MPEG Layer-3 audio coding technology licensed from Fraunhofer IIS and Thomson. Supply of the Receiver and the Software does not convey a license nor imply any right to distribute content created with this product in revenue- generating broadcast systems (terrestrial, satellite, cable and/or other distribution channels), streaming applications (via Internet, intranets and/or other networks), other content distribution systems (pay-audio or audio-on-demand applications and the like) or on physical media (compact discs, digital versatile discs, semiconductor chips, hard drives, memory cards and the like). An independent license for such use is required. For details, please visit http:// mp3licensing.com.”

3.COMMUNICATIONS FEATURES; USE OF INFORMATION. (a) The Software includes functionality that may automatically communicate information to SIRIUS, its partners and suppliers over the Internet as part of its normal operation. The Software may also contain user-visible features that interact and communicate with internet services operated by SIRIUS, its partners and suppliers. An initial list of the communications features is listed below. The communications features may be changed by any updates of the Software that you install. By installing and/or using the Software and any related updates, you agree to permit the installation and use of the communications features. You are responsible for any telecommunications or other connectivity charges incurred through use of the Software.

(b)Once you install the Software and/or connect the Receiver (wired or wirelessly), the Software may provide SIRIUS and its suppliers with information regarding the Receiver, including electronic identification number of the Receiver (the “ESN”). The Software may also provide SIRIUS and its suppliers with the following non-personally identifying usage information, including, but not limited to: Receiver hardware actions (e.g., keys pressed, reboots, crashes, upgrades, resets), the hardware and software revision numbers on the Receiver, the channels/streams of the SIRIUS Service that you set/delete as presets/favorites on the Receiver, use of parental controls, battery level,

Additional Information

9/12/07 4:30:11 PM