CUSTOMER: Thank you for choosing DISH Network®.  This agreement (the “Agreement”) sets forth the terms and conditions of the Alaska-Puerto Rico-U.S. Virgin Islands promotion.  Additional terms and conditions of service are contained in the Residential Customer Agreement provided to you in your receiver User’s Guide.  BY CLICKING ON THE “YES, I AGREE TO THE TERMS AND CONDITIONS” CHECKBOX TO WHICH THIS AGREEMENT IS LINKED AND THE CORRESPONDING “ORDER NOW” BUTTON YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED, READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE TERMS AND CONDITIONS SET FORTH ON ITS SECOND PAGE, AND THE RESIDENTIAL CUSTOMER AGREEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE, AND THAT THE FOLLOWING TERMS WERE DISCLOSED TO YOU PRIOR TO SALE: i) you must purchase DishFAMILY (currently $19.99/mo. or $24.99/mo. with local network channels where available), America’s Top 100 (currently $32.99/mo. or $37.99/mo. with local network channels where available), DishLATINO (currently $27.99/mo. or $32.99/mo. with local network channels where available), a Chinese, Russian or Greek-language programming package (currently $32.99/mo. or $37.99/mo. with local channels where available), a Polish-language programming package at a current price of no less than $39.99/mo. or $44.99/mo. with local channels where available, an Arabic or Portuguese-language programming package at a current price of no less than $44.99/mo. or $49.99/mo. with local channels where available, or a Hindi-language programming package at a current price of no less than $54.99/mo. or $59.99/mo. with local channels where available (Arabic, Chinese, Greek, Hindi, Polish, Portuguese, and Russian-language programming packages at the minimum prices listed above are each referred to in this Agreement as a “Minimum International Programming Package”) as your minimum subscription level for 12 or 24 months depending on whether you select a one-year agreement option or two-year agreement option, or a cancellation fee will be assessed as set forth herein; ii) applicable installation charges; iii) the $199.99 upgrade fee (if applicable) for the model ViP612™ DVR, ViP622™ DVR or ViP722™ DVR receiver, and programming payments are non-refundable; iv) a non-refundable activation fee of $49.99 plus applicable sales taxes must be paid prior to installation and a $49.99 credit will be applied to your first bill; and v) whether you are eligible for local network channels by satellite, or a website or phone number to contact to determine if you are eligible for local network channels by satellite.  IF YOU CHANGE YOUR RESIDENCE, YOU ARE STILL BOUND TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.  WE RESERVE THE RIGHT TO CHANGE PRICES, PACKAGES, AND PROGRAMMING AT ANY TIME, INCLUDING WITHOUT LIMITATION, DURING ANY TERM AGREEMENT PERIOD TO WHICH YOU HAVE AGREED.

Term Agreement Option and Cancellation Fee.  To participate in this promotion, you must electronically accept the one-year or a two-year agreement option selection field and click on the corresponding “Continue” button during the dishnetwork.com online ordering process for this promotion. By electronically accepting the one-year or two-year agreement option, you agree to purchase DishFAMILY, America’s Top 100, DishLATINO, or a Minimum International Programming Package (as defined above) as your minimum subscription level for twelve (12) months or twenty-four (24) months, depending on the option you selected, from the date of initial activation (“Initial Term”).  If after activation, but before the end of the Initial Term, you elect to terminate this Agreement or downgrade your programming below the required minimum programming package of DishFAMILY, America’s Top 100, DishLATINO, or a Minimum International Programming Package (as defined above), or your service is disconnected for any reason, and all programming and other fees and charges for the one-year Initial Term or two-year Initial Term, as applicable, have not been paid in full as of such termination, downgrade, or disconnection, you agree to pay, and we will automatically charge, a cancellation fee equal to $20.00 multiplied by the number of months remaining in the one-year Initial Term, or $10.00 multiplied by the number of months remaining in the two-year Initial Term, as applicable, to your DISH Network account or your Credit Card (as defined below), at our option.  In the event that at any time during the Initial Term you are eligible to participate and participate in DISH Pause or any other program pursuant to which your DISH Network service may be temporarily suspended, you agree that the Initial Term shall automatically resume immediately following such suspension and that the last day of the one-year Initial Term or the two-year Initial Term, as applicable, shall be extended for the number of days by which your DISH Network service was suspended.  DISH Network shall determine eligibility for any such promotion in its sole discretion and reserves the right to deny eligibility for any reason.  In the event that at any time you otherwise owe more than one (1) cancellation fee with respect to the same minimum programming package pursuant to this Agreement and any other agreement(s) between you and DISH Network, you agree that the terms and conditions applicable to the cancellation fee with respect to such minimum programming for which the greatest amount is then owing to DISH Network shall be controlling.

ADDITIONAL TERMS AND CONDITIONS

Eligibility. This promotion offers eligible new residential DISH Network subscribers the opportunity to purchase certain equipment and services, subject to the terms and conditions set forth in this Agreement.  Services and equipment must be ordered, installed, and activated between and including August 1, 2008 and January 31, 2009. This offer is limited to new, first-time residential DISH Network subscribers who: (i) reside in the State of Alaska, Puerto Rico, or the U.S. Virgin Islands; (ii) provide DISH Network with a valid major credit card number issued to the customer who electronically accepts this Agreement; (iii) provide DISH Network with the Social Security number or equivalent issued to the customer who electronically accepts this Agreement; and (iv) receive credit approval. Only one (1) participant is allowed per household.  This offer may not be combined with any other offer.  Standard professional installation of up to three (3) receivers is included.  DISH antenna hardware and installation are sold separately.  In certain installations, additional equipment may be required and additional fees may apply.  Maximum of one (1) dual-tuner receiver (model ViP222™, ViP722 DVR, ViP622 DVR, 625, 522 and 322 receivers) per account.  Maximum of one (1) HD receiver (model ViP722 DVR, ViP622 DVR, ViP612 DVR, ViP222 and ViP211™ receivers) per account.  Maximum of two (2) tuners if you select the one-year term agreement option, maximum of three (3) tuners if you select the two-year term agreement option.  DISH Network shall determine eligibility for participation, including without limitation the number and type of receivers to be provided, in its sole discretion and reserves the right to deny eligibility for any reason.

Programming. A minimum programming package of DishFAMILY, America’s Top 100, DishLATINO, or a Minimum International Programming Package (as defined above) is required at all times.  In the event you do not purchase the required minimum programming package, your service will be deactivated.  Local channels may be purchased if and where available for an additional $5.00/mo.

Monthly Fees and Payments. You agree to make a monthly payment to DISH Network by the payment due date for the programming you select and for the following fees as applicable depending on the equipment you select: Additional Outlet Programming Access Fee: A non-refundable additional outlet programming access fee of $7.00 per month (in the case of a model 411 or ViP211 tuner and tuner number one in model ViP222, ViP612 DVR, ViP622 DVR, or ViP722 DVR receiver) or $5.00 per month (in the case of all other tuners) will be charged to your account for each tuner activated beyond the first (for the purpose of determining the amount of this fee and whether it applies to a particular tuner, tuner number one shall be deemed to be activated prior to tuner number two in a dual tuner receiver and model 411, ViP211, ViP222, ViP612 DVR, ViP622 DVR, and ViP722 DVR tuners shall be deemed to be activated prior to all other tuners).  One (1) $5.00 per month additional outlet programming access fee will be waived on a monthly basis for each dual-tuner receiver (models 322, 522, 625, ViP222, ViP622 DVR, and ViP722 DVR) activated.  This fee will be waived on a monthly basis for each such receiver that DISH Network confirms has been continuously connected to your same land-based phone line and/or (solely in the case of a model ViP622 DVR or ViP722 DVR) continuously connected to your same broadband home network resulting in the functionality of the applicable receiver’s Internet-based features. DISH Network’s confirmation process(es) shall be the sole method(s) utilized to determine if your additional outlet programming access fee(s) will be waived; DISH Network DVR Service Fee:  A non-refundable $5.98 per month DISH Network DVR service fee will be charged to your account for each model 510, 522, 625, ViP612 DVR, ViP622 DVR, or ViP722 DVR receiver activated.  This fee will not apply with respect to one (1) such receiver if you subscribe to DishDVR Advantage and will be waived if you subscribe to America’s “Everything” Pak; HD Enabling Fee:  A non-refundable $7.00 per month HD enabling fee will be charged to your account if any model 411, ViP211, ViP222, ViP612 DVR, ViP622 DVR, or ViP722 DVR receiver is activated and enabled with the capacity to receive high definition programming (including without limitation via an off-air antenna).  This fee will be waived on a monthly basis if you subscribe to DishHD Package (only available for residents of Alaska, Puerto Rico and U.S. Virgin Islands).  The $49.99 activation fee is not a deposit and is nonrefundable but will be credited on your first account billing statement.  The upgrade fee (if applicable) for the model ViP612 DVR, ViP622 DVR or ViP722 DVR receiver is not a deposit and is non-refundable.  State and local taxes, or reimbursement charges for gross earnings taxes imposed on satellite providers for transmission of programming in some states, may apply.  Other fees may apply as set forth in the Residential Customer Agreement.

Collection of Fees/Credit Card Authorization.  You hereby authorize DISH Network to charge, and/or place a hold with respect to, any and all cancellation fee(s) and unreturned equipment fee(s) owing under this Agreement (collectively, the “Authorized Amounts”), to your credit card or debit/check card that you initially provided to DISH Network and/or to any other credit card or debit/check card of yours that you provide to make payments to DISH Network (the “Credit Card”), authorize the issuer of the Credit Card to pay the Authorized Amounts without DISH Network submitting a signed receipt, and agree that this Agreement is to be accepted as such authorization. You authorize DISH Network to continue to attempt to charge, and/or place holds with respect to, the Authorized Amounts, or any portion thereof, to the Credit Card until such amounts are paid in full.  You acknowledge and agree that DISH Network shall have no liability whatsoever for any non-sufficient funds, rejected debit, or other charges incurred by you as a result of such attempts to charge, and/or place holds on, the Credit Card.  Payment of a cancellation fee shall not relieve you of your obligation to pay all unpaid charges on your account.  In the event that you are enrolled or later enroll in DISH Network’s AutoPay (“AutoPay”) or Electronic Funds Transfer (“EFT”) payment programs, you agree that the Authorized Amounts and any and all monthly programming, pay-per-view,  and other similar and related charges and other amounts owing under this Agreement or the Residential Customer Agreement may be charged to the credit card, debit/check card, or account provided by you to DISH Network pursuant to such AutoPay or EFT program.

Translation.  In the event of any conflict or inconsistency between the English-language version of this Agreement and a translation of this Agreement into any other language, the English-language version shall be controlling.