THIS COMMERCIAL CUSTOMER AGREEMENT (“AGREEMENT”) DESCRIBES THE TERMS AND CONDITIONS UNDER WHICH DISH NETWORK WILL PROVIDE SERVICES TO YOU.   THIS AGREEMENT IS EFFECTIVE UNTIL CHANGED OR REPLACED.   IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, OR ANY SUBSEQUENT CHANGES TO THESE TERMS AND CONDITIONS, PLEASE NOTIFY US IMMEDIATELY AND WE WILL CANCEL YOUR SERVICE ACCOUNT. IF YOU ARE A NEW DISH NETWORK CUSTOMER, YOUR ACTIVATION OF A DISH NETWORK ACCOUNT AND RECEIPT OF DISH NETWORK SERVICES SHALL CONSTITUTE YOUR ACCEPTANCE OF THIS AGREEMENT AND ITS TERMS AND CONDITIONS WILL BE LEGALLY BINDING UPON YOU. IF YOU ARE AN EXISTING DISH NETWORK CUSTOMER, WE WILL NOTIFY YOU OF ANY MODIFICATIONS TO THIS AGREEMENT AND YOUR CONTINUED RECEIPT OF DISH NETWORK SERVICES FOLLOWING RECEIPT OF SUCH NOTICE AND PUBLICATION BY DISH NETWORK ON ITS WEB SITE OF SUCH MODIFICATIONS, SHALL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFIED TERMS AND CONDITIONS, AND, ACCORDINGLY, THEY WILL BE LEGALLY BINDING ON YOU.   IF YOU WOULD LIKE TO RECEIVE A WRITTEN COPY OF THIS AGREEMENT AT ANY TIME, PLEASE CONTACT US AT THE E-MAIL ADDRESS, PHONE NUMBER OR MAILING ADDRESS LISTED ABOVE.

1.    THE DISH NETWORK SERVICE

A. Services Defined . For purposes of this Agreement, the term “Services” shall mean the commercial programming package offered to you, as such package may change from time to time and any other programming services that we may provide to you.

B. Programming Availability . Certain Services transmitted by us, including but not limited to some subscription Services, sporting events and broadcast network Services, may be blacked out in your area of reception. Circumventing or attempting to circumvent blackouts is prohibited and may result in, and subject you to, legal action.

C. Commercial Viewing . DISH Network provides Services to you for viewing solely in the commercial establishment specified on your account and at no other location. You agree that the Services provided will not be viewed in any other location, whether a residence, another commercial establishment, or any other area open to the public, except pursuant to a separate written agreement between you and DISH Network. The Services may not be rebroadcast, transmitted, recorded or performed, nor may admission be charged for listening to or viewing any Services provided by us.   If you become aware that any third party is engaging in any such activity, you agree to notify us immediately and cooperate with us in taking steps to prevent such actions.     You agree that all Services will be exhibited in original form and as provided by us, without any modifications, additions (including the addition of a crawl line) or deletions to any of the Services.

D. Additional Receivers . DISH Network may, in its sole discretion, allow you to place additional receivers on your account. In such event, each additional receiver will be authorized to receive the same Services as your initial receiver. Unless otherwise specified in the agreement applicable to your specific promotion, if any, DISH Network will charge you an Additional Outlet Programming Access Fee for each additional receiver added to your account. This option is only available if your initial DISH Network receiver and all additional receiver(s) are located at the same commercial location. If you desire to receive Services at two different locations, you must open a separate account for each location. You agree that you will not directly or indirectly use a single account for the purpose of authorizing Services for multiple DISH Network receivers that are not all located in the same commercial location. If we later determine that you did, we may terminate your Services and, in addition to all other applicable fees, you agree to pay us the difference between the amounts actually received by us and the full retail price for the Services authorized for each DISH Network receiver on the account, whether owned by you or not. The payment of that amount and/or the termination of Services shall be in addition to any other rights and remedies we may have under this Agreement, at law, in equity, or otherwise.

E. Changes in Services Offered . DISH Network reserves the right to change the programming, programming packages or Services that we offer, and our prices or fees related to such programming, programming packages or Services at any time. If the change affects you, we will provide you notice of the change and its effective date. The notice may be provided on your billing statement, as a bill insert, broadcast on a television channel, or by any other means. In the event of a change of any programming, programming packages or other Services, you understand and agree that we have no obligation to replace or supplement the programming, programming packages or other Services previously offered that have been deleted, rearranged or otherwise changed. You further understand and agree you will not be entitled to any refund because of a change in the contents of any programming, programming packages, or other Services previously offered.

2.    BILLING POLICIES AND PAYMENTS FOR SERVICES

A. You agree to pay all amounts billed for Services and to pay all taxes, fees and other charges, if any, which are now or may in the future be assessed in connection with the Services you receive from us. Unless you prepay for a multi-month subscription to Services, we will bill you each month, in advance, for most Services and in arrears for other Services such as pay-per-view ordered by you or anyone who uses your DISH Network Equipment, whether with or without your permission, until you cancel the Services. The bills you receive will show the total amount due, the payment due date, payments, credits, purchases and other charges to your account.  

B. You agree to pay us in full monthly by the payment due date indicated on your bill for the Services and for any other charges due us, including any fees set forth in this Agreement.   If you at any time fail, neglect, or refuse to make timely payments for your Service, we may disconnect your Services in our sole discretion, and we shall be wholly relieved from our obligations hereunder. You may submit payment by mail, through credit card autopay, by calling DISH Network or by any other means we may designate.   If payment is made using a DISH Network customer service representative, a Live Operator Payment Fee may be assessed, as described below.   If partial payments are made, they will be applied first to the oldest outstanding bill. We do not assume the risk of undelivered mail. If you send checks or money orders marked with a designation such as “payment in full,” we can accept them without losing any of our rights to collect any other amounts owed by you, notwithstanding your characterization of the payment.

C.   Payment of your bill after the due date will result in you paying us a Late Payment Fee as described below. Other fees and charges may also be assessed. DISH Network does not extend credit to our customers, and the Late Payment Fee is not interest, a credit service charge or a finance charge. You understand and agree that in the case of late payment or nonpayment for any Services ordered by you or for any of the charges stated below, we may report such late payment or nonpayment to credit reporting agencies. If Services are disconnected for non-payment, DISH Network may require you to pay all past due charges, a Restart Fee, a deposit equal to a minimum of one month's service charges and all outstanding balances accrued through the date of deactivation, before we reconnect your Services. Unless required by applicable law, deposits will not be held segregated from other funds and shall not earn or accrue interest.

D.   Promotional pricing is valid at time of installation only.   Additional charges may apply to upgrade after installation. or for non-standard installations.  

E. If you paid for a multi-month subscription to any Services and your account is past due for any amounts owed to us, at our option we may suspend any or all Services until payment is received, and/or convert your multi-month subscription to a monthly subscription. If we convert your multi-month subscription to a monthly subscription, we will first apply the amount you paid for your multi-month subscription to any past due amounts and then any remaining amounts to future obligations. If we elect to offset the amount paid for the remaining portion of a multi-month subscription against amounts past due, you agree to pay, in addition to all other applicable fees, the Offset Fee set forth below for each month and partial month that the multi-month subscription was previously received.

F. If we use a collection agency or attorney to collect money you owe us or to assert any other right which we may have against you, you agree to pay the reasonable costs of collection or other action. These costs might include, but are not limited to, the costs of a collection agency, reasonable attorney's fees and court costs. If there are billing errors or other requests for credit, you can contact our Customer Service Center by telephone or in writing. You must contact us within twenty (20) days   of the time you receive the billing statement for which you are seeking corrections. Failure to timely notify us of a dispute shall constitute acceptance of the bill. Undisputed portions of the billing statement must be paid before the next billing statement is issued to avoid a Late Payment Fee. All payments for Services must be made directly by you to us. DISH Network shall have no obligation to provide Services for which payment is made by you to a third party.

G. In addition to the amounts due for Services, you agree to pay the fees referenced below (“Fees”) when applicable and as such fees may be changed from time to time. DISH Network reserves the right to increase these Fees or add additional Fees in the future, in our sole discretion upon notice to you.   Notice may be provided by mail, on your bill, by telephone or by any other reasonable means.

3.    CANCELLATION OF SERVICE

A. DISH Network has the right to terminate your Services at any time without providing notice to you if: (i) you fail to pay your bill when it is due; (ii) we receive confirmation that you have received the Services, or any part of the Services without paying for them; (iii) you otherwise violate the terms of this Agreement or any other agreement between you and DISH Network (iv) you transfer, encumber or relocate the Equipment without our express written consent; (v) you assign or attempt to assign any of your rights, duties or obligations under this Agreement or a promotional agreement; (vi) you use or permit the use of your DISH Network Equipment (including any additional DISH Network receivers) (or sold, leased or otherwise gave possession of the same to a third party who you knew or reasonably should have known intended to use it) to view the Services in a residential location, other commercial establishment or any other area open to the public, or (vi) any act of bankruptcy on your part or the commencement of bankruptcy proceedings against you.

B. If your Service is canceled for any reason, you remain responsible for payment of all outstanding balances accrued, including any applicable Fees. Please be aware that certain promotional offers have a minimum subscription commitment and if you cancel your service prior to the expiration of that commitment, certain early termination fees may apply.

C. You understand that charges for Services, once charged to your account, are nonrefundable. No refunds or credits will be provided in connection with the cancellation of subscriptions. If you received a discounted price in exchange for your agreement to pay for your services on a multi-month basis, and you cancel the Services prior to expiration of your multi-month subscription, you understand and agree that you are not entitled to any refund or credit for the unused portions of the multi-month subscription.

4.    EQUIPMENT

A. In order to receive the Services it will be necessary for you to utilize certain reception equipment consisting primarily of a DISH Network compatible satellite receiver, a satellite antenna, low noise block converter (LNBF) unit and remote control (“Equipment”). Unless purchased by you or otherwise specified in a separate written agreement between you and DISH Network, such Equipment shall at all times remain the sole and exclusive property of DISH Network and we will have the right, at our discretion, to provide or replace such Equipment with new or reconditioned Equipment and to remove, or require the return of, the Equipment upon termination of Services. None of the Equipment shall be deemed fixtures or part of your realty. Our ownership of the Equipment may be displayed by notice contained on the Equipment. You shall have no right to pledge, sell, mortgage, give away or remove, relocate, alter or tamper with the Equipment (or any notice of our ownership thereon) at any time. Any reinstallation, return of or change in location of the Equipment shall be performed by us or our designees at the service rates in effect at the time of service. You shall not attach any electrical or other devices to or otherwise alter the Equipment without our prior written consent. DISH Network shall have the right to make such filings as are necessary to evidence our ownership rights in the Equipment, and you agree to execute any and all documents as are necessary for us to make such filings. You are responsible for preventing the loss or destruction of Equipment and we suggest that such Equipment be covered by your casualty, property or other insurance.   You shall notify us promptly of any defect in, damage to, or accident involving the Equipment. All maintenance and repair of the Equipment shall be performed by us or our designees. DISH Network may charge you for any repairs that are necessitated by any damage to, or misuse of, the Equipment.

B.   You will also be provided with a conditional access card (“Smart Card”) that is inserted or built into your satellite receiver. The Smart Card remains the property of EchoStar Satellite L.L.C. at all times and any tampering or other unauthorized modification to the Smart Card is strictly prohibited and may result in, and subject you to, legal action. You agree to return the Smart Card to us upon request. Smart Cards are nontransferable. Your Smart Card will only work in the DISH Network receiver to which it was assigned by DISH Network. If you report to the Commercial Customer Service Center that your Smart Card was lost, damaged, defective or stolen we will replace it, as long as there is no evidence of unauthorized tampering or modification. A Smart Card Replacement Fee will apply. In addition, in order to minimize downtime for your Equipment, DISH Network will, upon your request, deliver a replacement Smart Card to you via overnight delivery. An Overnight Delivery Fee will apply.

C. DISH Network reserves the right to alter software, features and functionality in your DISH Network receiver and send electronic counter-measures to your DISH Network receiver, through periodic downloads. DISH Network will use commercially reasonable efforts to schedule these downloads to minimize interference with or interruption to your authorized Service, but shall have no liability to you for any interruptions in Service arising out of such downloads.

D. Your DISH Network receiver contains components and software which are proprietary to DISH Network. You agree that you will not try to reverse-engineer, decompile or disassemble any software or hardware contained within your receiver or our Smart Card. Such actions are strictly prohibited and may result in the termination of your Services and/or legal action.

E. If your Equipment is stolen or otherwise removed from your premises without your authorization, you must notify our Commercial Customer Service Center immediately, but in any event not more than three (3) business days after such removal to avoid liability for payment for unauthorized use of the Equipment. You will not be liable for unauthorized use that occurs after we have received your notification.

5.    TRANSFER OF ACCOUNT, SERVICES OR EQUIPMENT

DISH Network may sell, assign or transfer your account to a third party without notice to you. You may not assign or transfer your Services without our written consent which will not be unreasonably withheld.

6.     LIMITATION OF OUR LIABILITY

A. WE WILL NOT BE LIABLE FOR ANY INTERRUPTIONS IN SERVICE OR LIABLE FOR ANY DELAY OR FAILURE TO PERFORM, IF SUCH DELAY OR NONPERFORMANCE ARISES IN CONNECTION WITH THE TERMINATION OF ALL OR A PORTION OF THE SERVICES, THE RELOCATION OF ALL OR A PORTION OF THE SERVICES TO DIFFERENT SATELLITE(S), A CHANGE IN THE FEATURES AVAILABLE WITH YOUR DISH NETWORK EQUIPMENT, ANY SOFTWARE OR OTHER DOWNLOADS INITIATED BY US OR ANY ACTS OF GOD, FIRES, EARTHQUAKES, FLOODS, POWER OR TECHNICAL FAILURE, SATELLITE OR UPLINK FAILURE, ACTS OF ANY GOVERNMENTAL BODY OR ANY OTHER CAUSE BEYOND OUR CONTROL.

B.   WE WILL NOT BE LIABLE TO ANY PERSON OR ENTITY DUE TO OR BASED ON THE CONTENT OR YOUR EXHIBITION OF ANY OF THE PROGRAMMING OR OTHER SERVICES PROVIDED BY US INCLUDING, WITHOUT LIMITATION, LIABILITY FOR THE PAYMENT OF ANY REQUIRED MUSIC LICENSE FEES.

C.   WE MAKE NO WARRANTY, EITHER EXPRESSED OR IMPLIED, REGARDING THE DISH NETWORK EQUIPMENT OR ANY SERVICES FURNISHED TO YOU. ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED AND EXCLUDED.

D. IN NO EVENT SHALL WE HAVE ANY LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING TO THE EQUIPMENT OR RESULTING FROM OUR FURNISHING OR FAILURE TO FURNISH ANY SERVICES OR EQUIPMENT TO YOU, OR FROM ANY FAULT, FAILURE, DEFICIENCY OR DEFECT IN SERVICES OR EQUIPMENT FURNISHED TO YOU.

E. It is your responsibility to impose any restrictions on viewing by you or others and we shall have no liability to anyone due to or based on the content of any of the Services furnished to you.

7.    COMPLIANCE WITH LAW; PIRACY AND INFRINGEMENT

A.   No Services may be used for any unlawful purpose and you agree to abide by all federal, state and local laws, rules and regulations applicable to use and exhibition of the Services.   It is a violation of various U.S. federal and state laws to receive any Services, or any portion of such Services, without paying for them. The penalties for violating such laws can include imprisonment and civil damage awards of up to $110,000 per violation.  

B.   Title 47, Section 605(e)4, of the United States Code makes it a federal crime to modify the Equipment to receive encrypted (scrambled) television programming without payment of required subscriptions. Conviction can result in a fine of up to $500,000 and imprisonment for five years, or both. Any person who procures or willfully causes such modification to the Equipment is an accessory to that offense and may be punishable in the same manner. Investigative authority for violations lies with the Federal Bureau of Investigation (FBI). The Equipment may incorporate copyright protection technology that is protected by U.S. patents and other intellectual property rights. Use of such copyright protection technology must be authorized by Macrovision, and is intended for home and other limited pay-per-view uses only unless otherwise authorized by Macrovision. Reverse engineering or disassembly is prohibited.

C. You agree that you will not use any of our trademarks, symbols or logos without our express written consent.         

8.     PRIVACY

9.    GENERAL

A. Physical Address/Change of Address . When creating your DISH Network account, you agree to provide us with the physical street address where the Equipment will be located and Services provided. A post office box does not constitute a physical address and is not sufficient to meet this requirement. You agree to give us prompt notice of your change of name, mailing address, physical address where the Equipment is located, or telephone number. You may do this by notifying us by telephone or in writing.

B. Notice . If we send you notice, it will be considered given when deposited in the U.S. Mail, addressed to you at your billing address or hand-delivered to you. Our notice to you will also be effective if provided on your billing statement, by electronic mail or by telephone. If you give notice to us, it will be deemed given when received by us at the address listed on the first page of this Agreement.

C.   Credit Checks .   You authorize DISH Network to investigate your financial responsibility and creditworthiness, including without limitation acquiring credit reports and histories, and to report any payment defaults to credit reporting agencies. Under the Fair Credit Reporting Act, you have the right to notify DISH Network if you believe we have reported inaccurate information about your account to any consumer reporting agency. Please include the specific item of dispute and why you believe the information reported is in error in any such notice.

D. Applicable Law . Unless specified in a separate written agreement between you and DISH Network, this Agreement, including all matters relating to its validity, construction, performance and enforcement, and any claim, complaint or dispute arising out of this Agreement or in any way related to the Services, shall be governed by the laws of the State of Colorado without giving effect to its conflict of law provisions. These terms and conditions are subject to amendment, modification or termination if required by such regulations or laws. If any provision in this Agreement is declared to be illegal or in conflict with any law or regulation, that provision may be deleted or modified, without affecting the validity of the other provisions.

E. Other .   No salesperson, installer, customer service representative, authorized retailer, or other similarly situated individual is authorized to change the terms and conditions set forth herein. DISH Network may, however, change the terms and conditions of this Agreement in the future and will notify you if that occurs. The terms of this Agreement, which either are expressly stated to survive or by their nature would logically be expected to survive termination, shall continue thereafter until fully performed.   This Agreement is in addition to any other written agreement between you and DISH Network, including without limitation an installation agreement or promotional agreement.   Any and all prior oral or written representations or agreements are incorporated herein or are superseded by this Agreement and such other written agreements.   In the event of any conflict between this Agreement and any promotional agreement or separate written agreement between you and DISH Network, the terms of the promotional agreement or separate written agreement between you and DISH Network shall prevail.