End User License Agreement

This End User License Agreement (“EULA”) is a legal agreement between you and FLO TV Incorporated ("FLO TV") for use of the software accompanying the "Device" (as defined below), which includes "PC Software" (as defined below), device software and electronic documentation ("Software"). BY USING THE SOFTWARE YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE; YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND, IF APPLICABLE.

1. License Grant. FLO TV hereby grants to you a non–exclusive, non–transferable limited copyright license to use, access, display, and run the Software on or in connection with the FLO TV device ("Device"), display, run, access, and use the personal computer software included with the Software ("PC Software") on one personal computer and use such PC Software in connection with your use of the Device. All rights not expressly granted are reserved by FLO TV. This license is with respect to copyright rights only and specifically excludes any and all patent rights. The terms of this EULA will govern any upgrades provided by FLO TV that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. The license rights granted under this EULA are limited to the first thirty (30) days after you first use the Software unless you supply information necessary to activate your subscription to the FLO TV mobile television service ("FLO TV Service"). You may subscribe to the FLO TV Service through the Internet or telephone; toll charges may apply.

2. Restrictions. You agree not to exceed the scope of the foregoing license, copy, create derivative works, reproduce, modify or distribute the Software. Subject to applicable law, you agree not to decompile, reverse engineer, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the Software. You agree not to (i) remove any copyright or other proprietary notice from the Software, (ii) sublicense or transfer the Software to a third party; (iii) extract or replace any part of the Software; or (iv) sell, rent, lease, lend, provide commercial hosting services or otherwise transfer the software for value. This EULA does not allow you to use the Software on any device or personal computer that you do not own or control, and you may not distribute or make the Software available over a network where it could be used by multiple devices at the same time.

3. No Licenses. Neither this Agreement, nor any act by FLO TV pursuant to or in connection with this Agreement (including, without limitation, the delivery or conveyance of any hardware or software product) shall be construed to provide, either expressly, by implication, by way of estoppel, or otherwise, any license or any rights under any patents, copyrights or any other intellectual property rights of FLO TV, QUALCOMM Incorporated or its affiliates, except as expressly provided in Paragraph 1 of this Agreement. For the avoidance of doubt, all communications and/or broadcasting features, functions and/or technologies of any products and/or services which enable or permit the transmission and/or receipt of communications and/or broadcasting signals other than FLO TV signals (such as and without limitation CDMA (including, without limitation, cdmaOne, cdma2000 and RTT MC), EV–DO, EV–DV, HSDPA, HSUPA, HSPA+, TD–CDMA, TD–SCDMA, WCDMA, UMTS, OFDM, OFDMA, FLO, GSM, GPRS, EDGE, TDMA, DVB–H, ISDB–T, T–DMB, DVB–T, DAB, 3GPP LTE, WiMax, WiFi, UMB, 802.11, 802.16, 802.20, etc.) are not included in the licenses or any other rights granted to you under this EULA, either expressly or by implication, estoppel or otherwise.

4. Ownership. You agree that FLO TV and its licensors retain all right, title and interest in and to the Software and all copies of the Software, including all copyrights therein. FLO TV retains all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Adobe® AIR™, Copyright 2007–2008. Adobe Systems Incorporated. All Rights Reserved. Adobe and Adobe AIR are either trademarks or registered trademarks in the United States and/or other countries. Please see "Additional Notices" for ownership and licensing information about additional software components included with the FLO TV™ Personal Television 350.

5. Security Software. The Software includes rights management technology ("Security Software") to protect the integrity of content ("Secure Content") so that certain intellectual property rights, including copyright, are not misappropriated. Portions of the Software use Security Software to make Secure Content available for viewing. If the Secure Software's security has been compromised, then the Secure Content may not display and/or play. FLO TV may require you to upgrade some of the Software before accessing content. When you attempt to view such content, the Device will ask you to upgrade the Software and you may need to synch the Device with your computer or contact FLO TV by telephone. If you decline to upgrade, you may not be able to access content on the Device.

6. Upgrades. To use Software identified as an upgrade, you must first be licensed for the software identified by FLO TV as eligible for the upgrade. After upgrading, you may no longer use the Software that formed the basis for your upgrade eligibility. You acknowledge and agree that FLO TV may automatically check the version of the Software and/or its components that you are utilizing and may provide upgrades or fixes to the Software.

7. Technical Information. You agree that FLO TV and its affiliates may collect and use technical information related to the Device, the FLO TV Service and your usage thereof. FLO TV's use of such information is further described in our privacy policy located at www.flotv.com/legal/privacy–statement.

8. Termination. This Agreement shall terminate immediately, without notice, if you fail to comply with any material term of this Agreement. In addition, FLO TV may terminate this Agreement at any time upon notice to you and by posting notice on FLO TV's website located at www.flotv.com. Upon termination you agree to immediately erase the Software from your Device and personal computer. Sections 2, 3, 4 and 8–14 shall survive the expiration or termination of this EULA.

9. Disclaimer of Warranty. THE SOFTWARE IS LICENSED TO YOU "AS IS." FLO TV IT'S MANUFACTURERS, LICENSORS AND THEIR RESPECTIVE AFFILIATES DISCLAIM ANY AND ALL WARRANTIES REGARDING THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON–INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FLO TV, IT'S MANUFACTURERS, LICENSORS AND THEIR RESPECTIVE AFFILIATES DO NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY OR MAY BE LIMITED IN THOSE JURISDICTIONS.

10. WAIVER OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FLO TV OR IT'S LICENSORS, MANUFACTURERS AND THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA (INCLUDING BUT NOT LIMITED TO LOST DATA, LOST PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), EVEN IF FLO TV OR ITS LICENSORS, MANUFACTURERS AND THEIR RESPECTIVE AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY (IN THE AGGREGATE) OF FLO TV, ITS LICENSORS, MANUFACTURERS AND THEIR RESPECTIVE AFFILIATES UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY FLO TV WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO US $30.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 9, 10 AND 11) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

12. Export. The Software is subject to the export control laws and Regulations of the United States and other jurisdictions. You agree to comply with all such laws and &Regulations.

13. U.S. Government End Users. This section only applies to the U.S. Government or if you are or are acting on behalf of an agency or instrumentality of the U.S. Government. The Software is "commercial computer software" developed exclusively at private expense. Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the Software is governed by the terms of this Agreement.

14. Miscellaneous. This EULA is governed by the laws of the State of California, USA, without regard to California's conflict of law principles. The United Nations Convention on Contracts for the Sale of International Goods does not apply to this EULA. If any provision hereof is held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this EULA shall not be affected thereby. Current versions of FLO TV's privacy policy which describe our privacy policies and terms of service, which sets forth the terms and conditions of the FLO TV service are hereby incorporated by reference and available for your review at www.flotv.com/legal/terms-of-service and www.flotv.com/legal/privacy-statement. This EULA constitutes the entire agreement between you and FLO TV regarding its subject matter and supersedes any prior or contemporaneous agreement, whether written or oral, relating to the subject matter of this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal the provisions of this EULA shall continue in full force and effect. To the extent any FLO TV policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. This EULA may be updated from time to time.

Additional copies of this EULA can be found at www.flotv.com/legal or www.flotv.com/legal/ptv350-eula.