EX-10.15.2



 




EXHIBIT 10.15.2



CONFIDENTIAL
TREATMENT REQUESTED



CONTRACT ORDER

TO

MASTER SERVICES AGREEMENT

BETWEEN




EMBARQ MANAGEMENT COMPANY

AND

SYNACOR



This CONTRACT ORDER No. COXX063016TPS to Master Services Agreement No. MSAX063015TPS (the
“Agreement”) is between Embarq Management Company (“Embarq”) and Synacor, Inc., a Delaware
corporation (“Synacor”). Unless otherwise provided, all terms of this Contract Order are in
accordance with the terms of the Agreement.



The parties agree as follows:





	1.	 	DEFINITIONS






For the purposes of this Contract Order the following definitions apply. Where a definition
contained in this Contract Order conflicts with a definition contained in the Agreement, the
definition contained in this Contract Order shall govern and control and shall apply solely
to this Contract Order. Any term defined in the Agreement and used in this Contract Order
will have the same definition as assigned to it in the Agreement.




	 	1.1.	 	“C.O. Term”. The term of this Contract Order shall be the Term, as defined in the
Agreement.
	 
	 	1.2.	 	“Back-end Interfaces.” All Synacor provided Application Program Interfaces (API).
	 
	 	1.3.	 	“Embarq Data Services.” Embarq offered services consisting of consumer or
business data products, and any products and/or services derived therefrom or based
thereon, including wireline or wireless services and any data services Embarq offers in
the future.
	 
	 	1.4.	 	“Embarq Logo.” The Embarq logos and brands used to market the Embarq Portal(s).
	 
	 	1.5.	 	“Embarq Portal(s)”. Embarq branded portal services delivered to Embarq
customers including but not limited to: email, security, personal start page, and other
associated products and services. This includes both business and consumer portals and
other portals as requested by Embarq.
	 
	 	1.6.	 	“Portelus”. The suite of administration tools provided by Synacor for Embarq to
manage the Embarq Portal(s).
	 
	 	1.7.	 	“Premium Content Bundles”. A grouping of subscription and fee-based content
and/or application services requiring a username and password to access from the





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Embarq Portal(s) which may be sold “a la carte” or embedded into an Embarq Data
Subscription Account.




	 	1.8.	 	“Synacor Services”. The set of software products, services, and applications
and related content, exclusive of network level connectivity, which are included together
or bundled and offered by Synacor to its customers from time-to-time
during the C.O. Term.
The Synacor Services will be provided to Embarq customers together with Embarq Network
Services, defined later, to permit those customers to access and experience the public
Internet.
	 
	 	1.9.	 	“Synacor Tools”. Synacor provided content publishing and administrative
applications, Interfaces and Application Program Interfaces (API).
	 
	 	1.10.	 	“Users”. All Embarq Data Subscribers and all others who are authorized by
Embarq to have an Embarq email account.
	 
	 	1.11.	 	“Value Added Services.” Services which are sold or delivered primarily over
the Internet, via any channel. For the purposes of this Agreement, “Value Added Services”
include, but are not limited to, content, video on demand, online storage, and enhanced
security.
	 
	 	1.12.	 	“Embarq Data Subscriber”. Any residential or business customer with a
monthly subscription to Embarq digital subscriber line (DSL) services.
	 
	 	1.13.	 	“Commercial Launch Date.” Means the first date on which the Services are
generally made available to Users.
	 
	 	1.14.	 	“Embarq Wireless Customers.” Means any residential or business customer
with a subscription to Embarq wireless services.
	 
	 	1.15.	 	“Territory.” Means the geographic area in the continental United States
where an Embarq Affiliate provides wireline local exchange telephone service.






	2.	 	SYNACOR OBLIGATIONS






	 	2.1.	 	Systems Development and Implementation.






	 	2.1.1.	 	Portal deliverables consist of the following product elements;






	 	2.1.1.1.	 	Embarq Portal(s) with elements of Synacor’s standard portal template branded
with Embarq presentation layer (look and feel, color, logos, trademarks, etc.).
	 
	 	2.1.1.2.	 	Initial content to be integrated into the Embarq Portal(s) as provided in
Exhibit 1, attached.
	 
	 	2.1.1.3.	 	Synacor agrees, during the Term, to integrate Embarq’s online services into
the Embarq Portal(s) [*]. Examples of applicable Embarq
Services are the following:






	 	2.1.1.3.1.	 	Account Management or Bill Pay
	 
	 	2.1.1.3.2.	 	Embarq eCommerce site (www.Embarq.com)







 





	 	 
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	 	2.1.1.3.3.	 	Embarq Business Resource Center site
(www.Embarq.com/brc)
	 
	 	2.1.1.3.4.	 	Portal Products
	 
	 	•	 	Embarq Personal Media Link (remote media streaming product)
	 
	 	•	 	Embarq Video Clicks (video-on-demand product)
	 
	 	•	 	Embarq Media Safe (remote storage product)
	 
	 	•	 	Embarq VOIP web interface
	 
	 	•	 	Embarq voice mail web interface
	 
	 	•	 	Motive Self-Registration (link to self-registration)
	 
	 	•	 	Biz Pak






	 	2.1.1.4.	 	Content publishing and Administration Components;
	 
	 	2.1.1.5.	 	Personalization functionality of Embarq Portal(s) for establishment of User
preferences by Embarq Customers;
	 
	 	2.1.1.6.	 	Application Programming Interfaces (“APIs”) for unified registration, login and
update associated with mutually agreed portal components. Embarq will work in good faith
to conform to Synacor’s current API structure (including registration, new account
activations, updates, product changes, and service cancellations). Synacor will work in
good faith to perform [*], any reasonable and limited
enhancements or modifications to the standard Synacor API structure as necessary in
order to assist Embarq to fit its operations support system;
	 
	                                                       
	 	2.1.1.7.	 	[*]
	                                                        
	 
	 	2.1.1.8.	 	Multiple unique portal accounts will be supported per each Embarq Data Subscriber,
provided that the number of permitted unique portal accounts
per Embarq Data Subscriber shall not exceed the number of email accounts offered
per Embarq Data Subscriber; and
	 
	 	2.1.1.9.	 	Embarq Portal(s) content shall be available to visitors without requiring the
visitor to register or log-in prior to accessing this content, with the exception of
Premium Products, Internet Security Services, E-mail and any content that is required by
the content provider to be placed behind login.






	 	2.1.2.	 	Portal Deliverables. The Embarq Portal(s) deliverable shall be Synacor’s standard
portal product with the elements specified in subsection (a) above, together, with User
Authentication (the “Portal Deliverable”), customized with Embarq’s color scheme, logo,
design elements and “look and feel” elements as determined by the joint Embarq/Synacor
development team (the “Appearance Requirements”), which shall be delivered according to a
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timeframe based on the level of functionality desired by Embarq. The Embarq Portal(s)
will provide the functionality described in the Synacor Specifications. If Embarq desires
additional appearance or functionality for the Embarq Portal(s) from Synacor, the parties
will, upon Embarq’s request, negotiate in good faith with respect to additional
deliverables and the cost to Embarq for such additional deliverables.




	 	2.2.	 	Portal Administration.






	 	2.2.1	 	Portelus will allow Embarq to manage via a web interface;






	 	2.2.1.1.	 	User access and subscriptions; and
	 
	 	2.2.1.2.	 	Content areas on the portal pages.






	 	2.2.2.	 	Portal templates display the premium services and Embarq-specified content in unique
information ‘panels’. Each panel accepts a content feed, such as weather, daily financial
market information, interactive surveys, and other basic content types. These panels can
be configured to provide default information on the portal home page, and configured to
individual User preferences or subscription settings.
	 
	 	2.2.3.	 	Custom provisioning tools allow administrators to create new User accounts, and add
premium content subscriptions to individual accounts. Customer Service Representatives
(“CSR”) can be assigned simple administrative privileges to see if an account is active
and to create a new account, update existing accounts, and delete accounts or premium
services.
	 
	 	2.2.4.	 	Hierarchical permissions make sure that only the Embarq account owner has “parent”
administration control over the entire Portelus implementation. Embarq privileges
include:






	 	2.2.4.1.	 	Login to administration
	 
	 	2.2.4.2.	 	View statistics
	 
	 	2.2.4.3.	 	Add Users
	 
	 	2.2.4.4.	 	View/Administer Users
	 
	 	2.2.4.5.	 	View User passwords
	 
	 	2.2.4.6.	 	Manage HTML content areas






	 	2.3.	 	Unified Registration and Login






	 	2.3.1.	 	Portelus unified registration and unified login enables Embarq to seamlessly integrate
its User profile management Web applications.
	 
	 	2.3.2.	 	Unified Registration. Portelus unified registration allows Embarq to use their
existing tools for provisioning User accounts, while at the same time establishing an
account in the Portelus database. Such software calls Portelus APIs when customer service
representatives sign up new subscriber accounts for Internet services.
	 
	 	2.3.3.	 	Execution. The unified registration process begins when a User is created using
Embarq’s User provisioning tool. That process contacts Synacor’s API, which responds with
a success or failure message. On success, the User will exist in the Portelus database.
In the event of a failure, the CSR should resolve the issue in Embarq’s provisioning
tool; if not, Synacor support should be contacted for manual field entry or data
resolution.




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	 	2.3.4.	 	The Portelus Registration API uses [*]. This provides programmatic and security flexibility to the
function.






	 	2.4.	 	Unified Login. Unified login allows authenticated Users to gain access to the Embarq
Portal(s) and e-mail accounts and other integrated applications with one login. Synacor will
work with Embarq to implement single sign-on with most Web products. An initial list of
integrated applications is set forth on Exhibit 2, which may be amended from time to time.
	 
	 	2.5.	 	Portal Implementation for Embarq. Implementation of the Embarq Portal(s) consists
of:






	 	2.5.1.	 	Synacor creates the portal site template
	 
	 	2.5.2.	 	Synacor hosts system back-office infrastructure, premium service, User
preference-session management information in its data center






	 	2.6.	 	Product Roadmaps. Synacor shall share its product roadmap with respect to the
Synacor Services that Synacor may provide as part of the Embarq Portal(s) over the Embarq
Network with Embarq on a bi-annual basis to obtain feedback and comments. Synacor agrees to
provide a reasonable notice (a minimum of 60 days) of product and/or service change and/or
launches that will impact the Embarq Portal(s). Similarly, Embarq agrees to share its product
roadmap on a bi-annual basis, and provide reasonable notice (a minimum of 60 days) of product
and/or service change and/or launches that will impact the Embarq Portal(s). Any development
necessary for the continuation of services belong to Synacor.
	 
	                                                       
	 	2.7.	 	Business Portal. Synacor shall create a Business Portal to be offered by Embarq to
all its Business Embarq Data Subscribers. Users of the Business Portal will have the same
content available to them as will be available to Consumer Portal Users. Synacor will create
a default Business Portal configuration, i.e., the content elements and configuration the
User is presented prior to personalizing the portal, that contains [*] News, Local
News, Financial content, Search, Weather, Maps and Directories as well as access to email and
cross marketing messages, all determined, created and controlled by Embarq. Synacor and
Embarq agree to work cooperatively and collaborate to acquire content that will provide value
to and will be of interest to Businesses. All other available content will require the User
to employ the standard personalization. Embarq reserves the right to leverage another portal
provider, should it deem necessary to accommodate the needs of the business customers.
	                                                        
	 
	 	2.8.	 	Premium Products. Synacor shall collaborate with Embarq to design premium content
bundles that address consumer and business interests and meet Embarq’s marketing and
budgetary objectives (“Premium Products”). Synacor agrees that Premium Products can be
marketed as a la carte consumer offerings and/or as product bundles that can be configured
and selectively embedded in various tiered offerings. Examples of Premium Bundles available
to Embarq for distribution to Users are attached hereto as Exhibit 3. Synacor’s offering of
Premium Products will be subject to the terms and conditions set forth in Exhibit 4.
	 
	 	2.9.	 	Third Party Content Providers. Embarq reserves the right to work directly with any
third party application or content provider for the purposes of procuring and delivering
programming, products, and services that meet Embarq customer needs for use with both
wireline and wireless services. Synacor agrees to work directly with any such






 





	 	 
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Embarq approved third party content provider and to integrate all content that is not a
Premium Product [*]. Synacor will [*] Embarq to integrate Embarq sourced content for which integration is based on content
feeds delivered into the Embarq Portal(s) via Synacor’s Content Management System (“CMS”).
Other Embarq sourced content including, but not limited to, services requiring custom
programming by Synacor and/or services utilizing unified registration and login will be
[*] as applicable and specified in Section 5.10 below.




	 	2.10.	 	Wireless Capabilities and Services. During the Term, Synacor agrees to use
commercially reasonable efforts to develop and offer to Embarq, no later than June 30, 2007,
functionality that will allow Embarq Customers who also have wireless service to access
mutually agreed to portions of the Embarq Portal(s) from their wireless handsets. Such
capabilities shall include;
	 
	 	 	 	[*]










	 	2.11.	 	Internet Security Services.






	 	2.11.1.	 	Synacor will integrate F-Secure’s web-scanning engine into the Embarq Portal(s) upon
Embarq’s request. The provision of this service will be subject to F-Secure’s Service
Level Definition, Special Terms for Online Scanner, and End User License Agreement
attached hereto as Exhibits 5, 6, and 7 respectively.
	 
	 	2.11.2.	 	Security Suite Services Components. Each License and PC Key will provide
access to the latest release of Synacor’s Consumer Internet Security Suite (provided by
F-Secure). This suite currently consists of the following components: Virus &
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protection, automated software and virus signature upgrades, standard side grade (detects and/or
removes competing security products at install of F-Secure’s security products) support for
removing competitive programs on install, and Parental Control (for Consumer customers) and Access
Control (for Business customers). The components of the security suite may change from time to
time, but regardless of those changes, F-Secure will make its most current and advanced consumer
security offering available to Embarq throughout the Term of this Agreement. Multiple PC
installations will be supported with each License. The total number of PC installations per License
may not exceed [*] installations per Embarq Data Subscriber account.




	 	2.11.3.	 	Commercial Free
Music Radio. If Embarq so chooses, Synacor will incorporate a 40 genre commercial free music
radio service into the Embarq Portal(s). The monthly fee Synacor will charge Embarq for this
service will be [*]. This
pricing model is predicated on Embarq marketing a private MusicNet Subscription Music service or
services.






	 	2.12.	 	 






	 	2.12.1.	 	Promotional Support. Synacor will provide Embarq with on going promotional
support to assure maximum adoption of Email, the Embarq Portal(s) and premium services by
Embarq Customers. Such support will take the form of materials and guidance in the
construction of promotions supporting these products.
	 
	 	2.12.2.	 	Launch Support. Synacor will provide materials and guidance in support of:






	 	2.12.2.1.	 	[*]
	 
	 	2.12.2.2.	 	[*]
	 
	 	2.12.2.3.	 	[*]
	 
	 	2.12.2.4.	 	Synacor will assist in development of IVR and “on hold” scripts which would
include a mention of the Embarq Portal(s), email and premium services for Embarq
call centers
	 
	 	2.12.2.5.	 	Embarq may employ Synacor materials and guidance to support its launch of the
Embarq Portal(s).
	 
	 	2.12.2.6.	 	Synacor will provide start page programming and functionality to support
promotional activities such as customer daily/weekly prize entries.






	 	2.12.3.	 	On-going:






 





	 	 
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	 	2.12.3.1.	 	Promotional Campaigns — Synacor, at its option, will from time to time
design and implement periodic marketing promotions supporting the Embarq
Portal(s) and/or Premium Content Bundles each calendar year. [*]
	 
	 	2.12.3.2.	 	[*]
	 
	 	2.12.3.3.	 	[*]
	 
	 	2.12.3.4.	 	Synacor will assist Embarq in the development of IVR and “on hold”
scripts to support the Embarq 
Portal(s), email and Premium Content
Bundles for Embarq call centers.






	 	2.13.	 	Embarq Email Service — Features and Functionality. Synacor will build, deploy,
maintain, and support an Embarq branded email service. The services will incorporate
the following features and functionality:






	 	2.13.1.	 	Easy-to-use, intuitive Web mail User interface consistent with and comparable to
existing competitive interfaces.
	 
	 	2.13.2.	 	Support for full RFC-compliant POP protocol
	 
	 	2.13.3.	 	Wireless device support (including access to email and contacts, calendar, and related
content via mobile device with standard mobile web browser over WAP or HTTP protocol).
Synacor will make wireless Email service features available to Embarq Data Subscribers by
no later then June 30, 2007. Access to the Embarq Portal(s) through wireless devices and
all other Embarq Email Service Features and Functionality listed herein will be available
to Embarq Data subscribers on the Commercial Launch Date.
	 
	 	2.13.4.	 	Commitment to maintain, throughout Term, competitive User features such as HTML
messages, large attachments (10 megabytes), contacts/address book, contacts and calendar
sharing both publicly and restricted, inline spell checking and other features driven by
AJAX or similar technologies providing dynamic right-click menus, roll-over informational
pop-outs, and competitive AJAX-related technologies.
	 
	 	2.13.5.	 	Large mailboxes (1 gigabyte standard storage, with a practical upper storage limit
mutually agreed upon by the Parties)
	 
	 	2.13.6.	 	Robust filtering rules capable of features such as forwarding, filtering based on
headers, subject to, from, body, attachments, and other variables. Auto-sorting into
designated folders or tags. Ability to auto-delete messages based on filter criteria.
	 
	 	2.13.7.	 	Anti-virus, anti-spam, anti-phish, and anti-scam filtering consistent with and
comparable to industry standards; ability for User to set and manage filtering levels
within interface; ability to auto-file or tag identified messages to junk or similar
folder; ability to auto-delete such detected messages.






 





	 	 
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	 	2.13.8.	 	Search Technologies. Ability to search within messages, contacts, and
calendars based upon headers, subject, to, from, body, and other variables.
	 
	 	2.13.9.	 	Organization. Ability to view threaded conversations. Ability to organize by folder
and by tags. Ability to drag and drop items among elements. Ability to resize panes.
Ability to preview messages in preview pane via AJAX or similar technologies. Ability
to dynamically detect and act upon dates, email addresses, and URL’s within messages.
Ability to store Drafts and track Sent messages.
	 
	 	2.13.10.	 	Security. Ability to access content via secure channel such as SSL (Secure Socket
Layer). Ability to block HTML-based images by default but permitting User to choose to
load such content.
	 
	 	2.13.11.	 	Topology. Ability for Embarq and User to create and manage parent and child
account hierarchies with associated control mechanisms through API and web-based
administrative interface. Ability of parent to manage and control child accounts such
as adding, deleting, and modifying.
	 
	 	2.13.12.	 	Administrative API and web-based interfaces which will permit Embarq to provide
Tier 1 and 2 support to consumers.
	 
	 	2.13.13.	 	Synacor shall provide Tier 3 support.






	 	2.14.	 	Exclusivity. During the C.O. Term, Synacor and Supplier Affiliates may not
offer, market or sell directly to consumers and businesses within the Territory any of
the following wireless or wireline services, regardless of the technology used to deliver
the service: (1) voice services, including any applications that provide voice service
over a high speed internet access connection; (2) high speed internet access services;
and (3) video television services (“Prohibited Services”). However, for the sake of
clarity, the following services are not Prohibited Services: (1) video, audio or text
instant messaging; (2) video, audio or text chat services; (3) video, audio, text or
photo sharing services; (4) video, audio or text social networking services; (5) video,
audio or text blogging services; and/or (6) Internet video services. Synacor’s violation
of this provision will be deemed a material breach of this Agreement, and Embarq may
terminate this Agreement immediately upon learning of the violation with no additional
liability to Embarq. Notwithstanding the foregoing, nothing herein prevents Synacor from
providing services to customers to enable such customers to sell any non-Synacor-branded
product whatsoever to any of their consumers or customers, even if such products sold
using the Synacor services are Prohibited Services.
	 
	 	2.15.	 	Technical Support. Synacor will operate the Services at the levels and
performance and to provide Embarq with technical support services in accordance with the
Service Level Agreement (“SLA”) in Exhibit 8 attached hereto.






	3.	 	EMBARQ OBLIGATIONS






	 	3.1.	 	Delivery of Embarq Portal(s). Embarq shall, [*], deliver the
Embarq Portal(s) over the Embarq network to the modem or other customer premises equipment
(the “CPE”) of Users. Embarq shall, [*], provision and install any required
CPE at each User’s location.
	 
	 	3.2.	 	Marketing of the Embarq Portal(s). Embarq is responsible for selling,
advertising, promoting, and marketing the Embarq Portal(s).






 





	 	 
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	 	3.3.	 	Embarq Network. Except as otherwise provided in this Contract Order, Embarq
shall, [*], provide, install, manage, and maintain the networks and system
infrastructure (including, without limitation, the Embarq system, Embarq network and CPE)
necessary for the delivery of the Embarq Data Services to the Users. Embarq shall, [*], also provide connectivity, including Internet transit, for the Embarq
Portal(s) over the Embarq network and facilities.
	 
	 	3.4.	 	Distribution Channels. Embarq will determine in its sole discretion the
distribution channels through which the Embarq 
Portal(s) will be made available.
	 
	 	3.5.	 	Forecasts. Embarq will provide Synacor with an annual forecast by month for Users.
Updates will be provided throughout the year in the event the forecast materially
changes. Any failure by Embarq to meet a forecast provided to Synacor under this Section
will not be deemed a breach of this Agreement and will not result in any Embarq
liability.






	4.	 	JOINT OBLIGATIONS






	 	4.1.	 	Account Management. Synacor and Embarq shall, each at its own expense,
supply resources to support account management and reconciliation activities between the
two parties’ databases. These activities will be performed on a timely basis, and any
disputes will be resolved through the escalation processes. Each Party shall have a
designated account/product management team and will make available all technical and
operational information personnel and resources to develop, deploy and operate the Embarq
Portal(s).
	 
	 	4.2.	 	The Parties intend to support the relationship contemplated hereby with regular
meetings where information relevant to the delivery of the Embarq Portal(s) will be
shared.






	5.	 	PRICING






	 	5.1.	 	Portal Pricing/Fees. Beginning on the Commercial Launch Date of the Embarq
Portal(s) pursuant to and continuing throughout the Term, Embarq of shall pay Synacor [*]. Within 5 days after the end of
each calendar month, Embarq will provide to Synacor [*] for the purposes of validation of the portal fee payment to Synacor.
	 
	 	5.2.	 	[*]





 





	 	 
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[*]




	 	5.3.	 	Portal Development & Integration Fee (Non Re-occurring Expense). Embarq shall pay to
Synacor a Development Fee of [*] for the development of both the Consumer and Business
Embarq Portal(s). Half the Development Fee will be payable within ten (10) business days
after execution of an Agreement and the balance will be due within ten (10) business days
after commercial launch of the Embarq Portal(s), Premium Products and Internet Security
Services. The Commercial Launch Date will be the date upon which the said services are
available to Users in accordance with the Service Level Agreement, on a commercial basis
(i.e. not a beta, limited availability, or other test offering). [*]
	 
	 	5.4.	 	Search and Advertising Revenue Share.






	 	5.4.1.	 	Search Revenue Share. Revenue sharing between Synacor and Embarq for searches
executed through the Embarq Portal(s) will be as provided in the Search Revenue Sharing
Addendum, attached hereto as Exhibit 9. Embarq hereby agrees that the Search Services
described in the Search Revenue Sharing Addendum shall be incorporated as features into
the Embarq Portal(s).
	 
	 	5.4.2.	 	[*] Embarq may, but is not required to, permit advertising on
the Embarq Portal(s), and may control the type and amount of permitted advertising. Only
Synacor and Embarq may provide advertising within the Embarq Portal(s) to the extent that
Embarq authorizes any such advertising. Embarq shall receive [*] of Net Advertising
Revenue. “Net Advertising Revenue” includes all e-commerce revenue, and revenue from all
video advertising, banner advertising, and other forms of advertising that appear on or
within the Embarq Portal(s), including but not limited to: email, security, personal
start page, and other associated products and services less any cost associated with
placement, insertion and administration of such advertising. For clarity, Net Advertising
Revenue does not include revenue covered by the Search Revenue Sharing Addendum. This
arrangement will not preclude Embarq from placing advertisement for their own products
and service or those of their subsidiaries and affiliates [*]. Synacor will provide advertising
services to Embarq, which may include, without limitation, e-commerce, video, banner
advertising and other forms of advertising. Embarq may approve or disapprove any
marketing, advertising or messaging to Active Users within the Embarq





 

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INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.




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Portal(s) or used in targeting Active Users outside the Embarq Portal(s). Specifically
prohibited is the marketing, advertisement or messaging of competitive telecommunication,
information or entertainment services, including but not limited to voice, video, data or
wireless services. Synacor agrees not to sell or provide any Embarq Portal(s) customer
lists to any third party. The general guidelines regarding appropriate advertising is
attached hereto as Exhibit 10, which may be amended from time to time by Embarq. Embarq
shall have the right to request that Synacor remove any advertising that conflicts with
an existing advertising relationship of Embarq, is not consistent with the guidelines set
forth in Exhibit 9, or if an Embarq Customer files a formal complaint with a regulatory
or law enforcement agency regarding such advertisement . Synacor shall disable
advertising services provided by such advertisement from the Embarq Portal(s) within ten
(10) days after receiving written notice from Embarq.




	 	5.5.	 	Integration of [*] Products. Synacor will integrate [*] that are made
available to Synacor and Embarq such as [*] into the Embarq Portal(s).
In no case will any [*] be added to the portal or will Synacor use products from
[*] without prior written approval from Embarq, which approval
will not be unreasonably withheld.
	 
	 	5.6.	 	Email Monthly Fees. The monthly fees charged Embarq by Synacor to provide Email
Service, as described above, will consist of the following:






	 	5.6.1.	 	Embarq shall pay Synacor [*] through out the
Term of this Agreement. Embarq will provide to Synacor the actual [*] for the purposes of validation of the monthly email fee payment to Synacor. Embarq
may offer up to [*] email accounts per Embarq Data Subscriber [*]. Additional email accounts will be provided by Synacor at a rate of [*].
	 
	 	5.6.2.	 	Embarq shall pay Synacor [*] to cover the cost of telecommunications
bandwidth to support the Email, Portal, Internet Security, and Premium Product Services.
	 
	 	5.6.3.	 	The monthly flat rate fee of [*] stated in item (a) of
this Section is based on the assumption that the average storage per mailbox [*]. If average storage per mailbox exceeds [*], Synacor shall
charge Embarq [*].
	 
	 	5.6.4.	 	Synacor will assist Embarq in establishing and will implement and maintain email
policies which maximize mailbox size efficiency.






	 	5.7.	 	Email Service Development Fee (Non-Recurring Expense): Embarq shall pay Synacor a
one-time Development Fee of [*] for the development of Consumer and Business email
products utilizing up to [*] available domain name(s) specified by Embarq. Should Embarq
desire Synacor to create a vanity email product for its business customers, the Parties will
negotiate a separate written addendum to this Contract Order. Embarq agrees to pay [*]
within ten (10) business days after execution of an Agreement and the balance will be due
within ten (10) business days after commercial launch of the Embarq Portal(s), Premium
Products and Internet Security Services. The Commercial Launch Date will be the date upon
which the said services are available to Users in accordance with the Service Level
Agreement, on a





 

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INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.




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commercial basis (i.e. not a beta, limited availability or other test offering). [*]




	 	5.8.	 	Wireless Portal Pricing. [*]. Any applicable
wireless portal fees will be mutually agreed upon prior to the general availability of the
wireless portal feature and will not exceed [*].
	 
	 	5.9.	 	Premium Bundle Pricing. In the event Embarq elects to make any Premium Content
Bundle, as currently specified in, or subsequently added to, Exhibit 3 below, available to
Embarq Data Subscribers, each month, Synacor shall bill Embarq for an amount determined by
multiplying the number of Subscription Accounts (as defined below) in a given month by the
monthly fee associated with the applicable Premium Content Bundle subscribed to by such
Subscription Account. For purposes herein, a “Subscription Account” is defined as an Embarq
Data Subscriber [*]. The number of
Subscription Accounts shall be counted by Synacor as of the last day of each month unless
otherwise agreed to by the Parties in writing. Synacor will provide the count of Subscription
Accounts within five days after the end of each calendar month.
	 
	 	5.10.	 	Carriage Fees. Embarq may, from time to time, choose to utilize Synacor Services for
the distribution of Value Added Services sourced by Embarq itself or under contract with third
parties which are offered either separately or as part of Embarq Data Services (“Embarq
Sourced Services”). If such Embarq Sourced Services are offered separately then Embarq shall
pay Synacor Carriage Fees each month defined to be [*]. If such Embarq Sourced Services are offered as part of Embarq Data
Services then Embarq shall pay Synacor Carriage Fees each month defined to be [*]. An example of how Carriage Fees are computed is attached hereto as
Exhibit 11. [*]. For purposes herein, a “Subscription Account” is
defined as an Embarq Data Subscriber who is [*]





 

*CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.



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[*]. The number of
Subscription Accounts shall be counted by Synacor as of the last day of each month unless
otherwise agreed to by the Parties in writing.




	 	5.11.	 	Security Suite Price Schedule. The prices listed below represents a [*] fee schedule with [*] on the number of Embarq Portal(s) subscribers that
can activate the Internet Security Suite of Services and is calculated based on a Embarq
Portal(s) subscriber count of [*]. If the total
Embarq Portal(s) Subscriber count is either above or below the Embarq Portal(s) Subscriber
Range, the monthly fee schedule detailed below will be adjusted [*] the Embarq Data Subscriber count is either less than or greater than the
boundaries of the Subscriber Range defined in the previous sentence.






	 	[*]	 	 






	6.	 	BILLING






	 	6.1.	 	Synacor provides billing recognition and billing components. This is achieved by the
following:






	 	6.1.1.	 	Integrated Billing, [*]
	 
	 	6.1.2.	 	Credit Card
	 
	 	6.1.3.	 	Manual Billing via Customer Service Representatives






	 	6.2.	 	Synacor logs every premium service subscription/cancellation transaction that passes
through the Portelus system. Synacor will deliver that data to Embarq, via the following
modalities at Embarq’s discretion:






	 	6.2.1.	 	[*]
	 
	 	6.2.2.	 	[*]
	 
	 	6.2.3.	 	An e-mail notification to a CSR (email once a day with a new subscriptions list)
	 
	 	6.2.4.	 	Pulled from Synacor’s API when needed
	 
	 	6.2.5.	 	Sent to Embarq in another standard or proprietary format for input into their billing
program






	 	6.3.	 	Premium Products and Internet Security Services will also be integrated into the
Embarq Portal(s) and unified with Embarq email login as well as integrating the billing of
Premium Products Bundles with Embarq billing and a credit card billing service.





 


	 	 	 
	*	 	CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.






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	 	6.3.1.	 	Synacor and its partner F-Secure will provide training support for security,
both at initial launch and ongoing.






	 	6.3.1.1.	 	Synacor and its partner F-Secure will customize training as requested by
Embarq
	 
	 	6.3.1.2.	 	Synacor and its partner F-Secure will provide refresher training as
requested and at all major releases or functionality updates






	7.	 	OPERATIONS






	 	7.1.	 	Customer Care Obligations. Customer care responsibilities are as provided in
Exhibit 12, attached.
	 
	 	7.2.	 	Planning. Both Parties will advise each other in writing of any network,
software and services version releases and updates as far in advance as is commercially
reasonable, and shall share with the other Party any other relevant information as to
modifications to features of the Embarq Portal(s) controlled by that Party, in accordance
with the meeting schedules described in Section 4.2. Both Parties will meet quarterly for
reviews. For new products and services Synacor will map out timelines by month.
	 
	 	7.3.	 	Training. Training and development: (which apply to Email, Portal, Premium
Products and Internet Security Services):






	 	7.3.1.	 	Training Content and Technical Support materials will be developed and delivered
by Synacor






	 	7.3.1.1.	 	Drafts forwarded to Embarq’s training department on or before November
1, 2006
	 
	 	7.3.1.2.	 	Technical Support materials will be delivered to Embarq on or before
December 1, 2006
	 
	 	7.3.1.3.	 	Initial training materials and support for Synacor security services will be
delivered to Embarq on or before December 1, 2006






	 	7.3.1.3.1.	 	All security training will be customized as directed by Embarq
	 
	 	7.3.1.3.2.	 	Synacor will provide refresher training upon request and
immediately upon major software releases or functionality updates






	 	7.3.2.	 	Customization and localized content developed jointly by Embarq and Synacor on or
before November 1, 2006






	 	7.3.2.1.	 	Edits and final copy provided by Embarq 2 weeks prior to first training date

	 
	 	7.3.2.2.	 	Materials will be provided by Synacor






	 	7.3.3.	 	Delivery provided by Synacor at Embarq’s location






	 	7.3.3.1.	 	Embarq should have facilities and equipment available; Synacor will provide
access to all applicable portal and support systems test environments
	 
	 	7.3.3.2.	 	Embarq will provide training evaluation and participant satisfaction
statistics for feedback and quality assurance purposes.
	 
	 	7.3.3.3.	 	A Synacor Training Consultant will be available for classroom or webinar
delivery.




15









 












	 	7.3.3.4.	 	The Training Consultant can provide single or multiple
Train-the-Trainer sessions or Agent sessions.
	 
	 	7.3.3.5.	 	[*]






	 	7.4.	 	Network and Connectivity. [*] for
the exchange of all relevant traffic generated by the delivery of the Embarq Portal(s).
Embarq will be responsible for all network issues, including but not limited [*],
provisioning, network integrity, central office issues, backhaul, customer services, and all
support of network issues occurring on the Embarq Network. The Parties agree that bandwidth
usage associated with services not currently in the Embarq Portal(s) may have significant
costs to Synacor and in such cases the Parties will address those costs in good faith
negotiations at the time of inclusion of such services.
	 
	 	7.5.	 	Service Changes. In the event either Party makes changes to its service which
affects the ability of the other Party to provide service to the Embarq Portal(s) Customers
as envisioned herein, the Party making the change agrees to evaluate any new processes to
ensure that they will function appropriately with the other Party’s systems, and will include
the other Party in the testing of the new functionality to verify that the new processes are
working properly. Synacor will notify EMBARQ in writing of any changes to be made to the
Embarq Portal(s), Security Software, Premium Bundles, or any other change impacting Embarq
customers 60 days prior to making such changes. Embarq will be given a minimum of 2-weeks to
test the changes prior to implementation, with the right to delay implementation if issues
are encountered in Embarq testing.
	 
	 	7.6.	 	Break/Fix. In the event that Synacor makes any changes pursuant to its Portelus
Service, which affects the Embarq Portal(s) Customers services, Synacor agrees to include
Embarq in the evaluation of any new processes to ensure that it will function appropriately,
in accordance with the Change Management Process set forth in Exhibit 13. Synacor will
include the other Party in the testing of the new functionality to verify that the new
processes are working properly.
	 
	 	7.7.	 	Privacy/Conditions of Use. Each Party will retain its own separate privacy policies,
which policies will be consistent with each other, and which will independently govern that
Party’s provision of service to the Embarq Portal(s) Customer. Terms and Conditions of Use
for the access service will be mutually agreed upon. All other User policies relating to the
use of the Internet and the Embarq Portal(s) (e.g. acceptable use, web site usage, free web
space, and community guidelines), will be mutually agreed upon and materially the same as the
policies used by Synacor in connection with the Synacor Services.
	 
	 	7.8.	 	Security. The Parties agree that network and services security issues are of the
utmost importance to each Party, and the Parties agree to provide corporate security contacts
for coordination of security issues. The Parties agree to cooperate reasonably with each
other on security issues, including but not limited to:






	 	7.8.1.	 	“Phisher” sites and emails;
	 
	 	7.8.2.	 	Spam (incoming and outgoing);
	 
	 	7.8.3.	 	Denial of service attacks;
	 
	 	7.8.4.	 	Criminal use of the Embarq Portal(s), including, but not limited to, identification of
the offending User;
	 
	 	7.8.5.	 	Credit card or other payment fraud; and





 




	 	 
	*	CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.





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	 	7.8.6.	 	Any other issue identified by either Party in good faith as a critical security issue.






	 	7.9.	 	Internet Security Services Support. Should Embarq so choose, Synacor and F-Secure
will train Embarq’s Tier 1 technical support personnel and provide continuously updated online
support and product information tools. F-Secure will provide Embarq Tier 2 and Tier 3 in
accordance to the Service Level Definition attached hereto. Synacor and F-Secure will work
with Embarq to integrate the Internet Security Services support tools with Portal and email
support tools prior to launch of Embarq Portal(s). The integrated support tools provided will
be accessed via single-sign-on by authorized Embarq data technicians. Synacor agrees to ensure
that Embarq has access to all available F-Secure support tools, including but not limited to
knowledge bases, FAQs, diagnostic tools, and web-based scanning engines.
	 
	 	7.10.	 	Personnel. Synacor will designate a manager as the primary point of contact for
Embarq with regards to the matters contained in this Agreement. Embarq will designate a
similar primary contact person within Embarq who will be the primary point of contact for
Synacor with regards to the matters contained in this Agreement.
	 
	 	7.11.	 	Reports.






	 	7.11.1.	 	Synacor will provide reports in accordance with Exhibit 7 attached.
	 
	 	7.11.2.	 	Reports will be available online through Portelus.






	 	7.12.	 	Customer Account Maintenance and Data Exchange.






	 	7.12.1.	 	Embarq and Synacor will work together to design, develop and implement API
processes to support account activation (registration), account maintenance/updates,
product changes, and cancellations of service.
	 
	 	7.12.2.	 	Embarq and Synacor will work together to design, develop and implement API
processes to support the data technician support tools described in sections 7.19 and
7.20 of this Order.
	 
	 	7.12.3.	 	[*]
	 
	 	7.12.4.	 	[*]
	 
	 	7.12.5.	 	All maintenance/update, and cancellation records shall include the unique Embarq
identifier to allow Synacor to properly locate and identify the customer account in
the Synacor system and perform the change request.
	 
	 	7.12.6.	 	Both parties shall provide a minimum of 60 calendar days advance notice for any
changes to the maintenance and registration API processes. If development is required
by either party, the parties will work together to determine a reasonable delivery
date.
	 
	 	7.12.7.	 	Both parties will provide the ability to conduct regression testing for any of the
established processes.







 


	 	 	 
	*	 	CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.






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	 	7.12.8.	 	Any Embarq customer information provided to Synacor will be deemed
Embarq Confidential Information and handled by Synacor in accordance with
Section 10 of the Master Services Agreement.






	 	7.13.	 	Authentication Security. Synacor will authenticate Users logging into the Portal per
the username and password established at the time of registration of the account. Synacor will
maintain username/password database, and provide functionality through a customer,
self-service Portal Account Management tool available to authenticated subscribers. This
self-service tool will provide, but is not limited to, the capability for the customer to
change passwords, change username/email address, add mailboxes, and delete mailboxes.
	 
	 	7.14.	 	Network Architecture. Embarq will be responsible for all aspects of the Embarq
System and Network infrastructure facilities from the Service Subscribers’ CPE through
connectivity to the Internet. Embarq shall provision the Embarq Portal(s) for Service
Subscribers and shall control all DHCP servers and routers necessary for that function.
Additionally, Embarq will provide and manage a block of IP addresses sufficient to meet the
demands to provision the personal computers of Service Subscribers. Synacor will be
responsible for all aspects of the Synacor Services infrastructure facilities, hosting,
caching and software used by Synacor to provide the Synacor portion of the Embarq Portal(s).
	 
	 	7.15.	 	Systems Interfaces. Both parties will develop and implement systems and interfaces
as necessary to provide functionality necessary to the other party to perform its duties and
responsibilities in accordance with the SLA.
	 
	 	7.16.	 	Systems Roadmaps. Both parties agree to provide an overall systems roadmap with
respect to the Embarq Portal(s) that the parties may provide over the Embarq Network with the
other Party on a bi-annual basis to obtain feedback and comments. Both Parties agree to keep
these systems roadmaps in the strictest confidence, and shall not disclose such information
shared. In addition, both Parties agree to provide reasonable notice of systems and/or
service changes and/or launches with detailed requirements. These launches will require that
both teams agree to timelines, approach and project details and agree to supply the other
Parties with resources to support these efforts. Any development necessary for the
continuation of services belong to Synacor.
	 
	 	7.17.	 	Infrastructure. Each Party will bear its own costs of agreed upon infrastructure
enhancements to enable the two companies to exchange order, billing, and account maintenance
information, and reports, including but not limited to (1) an automated maintenance file
transfer process, and (2) an automated billing reconciliation process.
	 
	 	7.18.	 	Intentionally Omitted
	 
	 	7.19.	 	Synacor will provide APIs and/or on-line, integrated support tools to be utilized by Embarq
Data Technicians for Tier 1 and Tier 2 Support for Email, Security, and the Portal. Such
tools will provide the following functionality and will be available to EMBARQ at time of
launch:






	 	7.19.1.	 	Password Look-Up Functionality — will enable the data technician to look-up
password to assist customers who have forgotten passwords.
	 
	 	7.19.2.	 	Password Reset — will enable the data technician to ‘reset’ or change a customer’s
password in real-time.




18









 












	 	7.19.3.	 	Add a Mailbox to a Primary Customer Account — will enable the data technician to
add a secondary mailbox to a Primary Customer Account — up to the maximum mailboxes
allowed per a single subscriber account.
	 
	 	7.19.4.	 	Delete a Mailbox from a Primary Customer Account — will enable the data technicians to
delete or remove a secondary mailbox from a Primary Customer account.
	 
	 	7.19.5.	 	Change the Primary Mailbox — will enable the data technician to change the Primary Mailbox
on the account. This includes making the Primary mailbox a secondary mailbox and making a
secondary mailbox a primary mailbox on the account.
	 
	 	7.19.6.	 	Move a Mailbox — will enable the data technician to move a mailbox from Primary Account to
another.
	 
	 	7.19.7.	 	Update or change customer information — enable the data technician to change customer
information captured in the Synacor system. Information to include, but is not limited to,
customer name, customer telephone number, Account Type (Residential or Business), Account
Service (if offering premium levels of service), and any other EMBARQ customer information
captured within the Synacor system.
	 
	 	7.19.8.	 	Reactivate Accounts — will enable the data technician to reactivate accounts that are
‘active’ in the EMBARQ system but have been deactivated in the Synacor system — will
reactivate Email service, Portal access, and security software services.
	 
	 	7.19.9.	 	Deactivate Accounts — will enable the data technician to deactivate accounts that are
‘active’ in the Synacor system, but have cancelled service in the EMBARQ system — will
deactivate email service, Portal Access, and security software services.
	 
	 	7.19.10.	 	Email Issue Resolution — Synacor will provide tools necessary to troubleshoot and resolve
common email issues.
	 
	 	7.19.11.	 	Security Software Issue Resolution — Synacor will provide tools necessary to troubleshoot
and resolve common Security Software issues.
	 
	 	7.19.12.	 	Portal Issue Resolution — Synacor will provide tools necessary to troubleshoot and
resolve common issues encountered by customers with the Portal.
	 
	 	7.19.13.	 	The data technician support tools outlined above will utilize account look-up
functionality based on telephone, email address, or account number or username.
	 
	 	7.19.14.	 	In all cases where Embarq Data Technicians or Customer Service Reps are updating customer
account information via the support tools provided by Synacor, Embarq will assume the
responsibility of verifying the customer’s identity per Embarq standard practices.
	 
	 	7.19.15.	 	Synacor will provide an Agent Management Tool, to be administered by Embarq designated
management. Such tool will allow Embarq management to grant and remove access to the Support
Tools provided by Synacor for Tier 1 and Tier 2 Support as outlined above. Such tool will be
provided to Embarq at time of launch.




19









 












	 	7.19.16.	 	Synacor will work with Embarq to integrate via API interface the
above outlined support tools into the Embarq data technician desktops. In
addition, these support tools can be accessed via Synacor provided URL by
authorized parties.






	 	7.20.	 	Tier 3 Support






	 	7.20.1.	 	Synacor will provide a ticket escalation system/process to be utilized by
Embarq data technicians when issues are encountered related to the Portal, email,
and security software that cannot be resolved through Tier 1 or Tier 2. Synacor
will provide 24/7 support and will adhere to the SLA.
	 
	 	7.20.2.	 	Account Creation/Registration: Synacor will work with Embarq and/or Embarq
appointed 3rd party vendor to design, modify and incorporate installation
processes for new High-speed Internet customers related to new account
activation, email account creation, and security software download and set-up.






	 	7.21.	 	Customer Service. Embarq will provide “first-line” customer service via
interactive voice response (“IVR”) or customer service representative to Users, including
all inquiries with respect to installation disks, account maintenance, network level
service, service provisioning and billing or any other functionality or services provided
by or on behalf of Embarq. In addition, Embarq will provide Tier 1 and Tier 2 support,
including all inquiries with respect to email, Portal, and security to the extent that
tools are provided in the matrix outlined above. Synacor will provide Tier 3 support via
a ticket escalation system or phone escalation as outlined in Exhibit 11 of this
document.






	8.	 	OWNERSHIP AND LICENSES






	 	8.1.	 	Interface Brand and Content.






	 	8.1.1.	 	As between Synacor and Embarq, Synacor will have full and exclusive right, title and
ownership interest in and to Synacor Properties (as defined in Exhibit 4), Synacor
Content, Synacor Tools, the Back End Interface and the Intellectual Property Rights
therein, and Embarq will have full and exclusive right, title and ownership interest
in and to Embarq Content, Embarq Brand Features, and the Intellectual Property Rights
therein.
	 
	 	8.1.2.	 	Embarq will control all aspects of the Embarq Portal(s) and will brand the Embarq
Portal(s) only using Embarq trademarks, although Embarq may include a notice that the
Embarq Portal(s) is powered by Synacor.
	 
	 	8.1.3.	 	Embarq will have complete editorial control, with respect to the placement and
content, advertising, and any language within the Embarq Portal(s).
	 
	 	8.1.4.	 	[*].






	 	8.2.	 	Grant of License by Embarq. Embarq hereby grants to Synacor during the term of
this Contract Order a non-exclusive, non-transferable, non-sublicenseable, royalty-free,
worldwide license under all of Embarq’s Marks (as defined below) to use, reproduce,





 




	 	 
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publicly display, publicly perform, distribute and transmit the Embarq Brand Features on the
Embarq Portal(s) in the manner described in this Contract Order, and for any other use for
which Synacor receives prior written approval from Embarq, subject in each case to compliance
with any and all Embarq Brand Guidelines.




	 	8.3.	 	Grant of License by Synacor. Synacor hereby grants to Embarq during the term of this
Contract Order a nonexclusive, non-transferable, non-sublicenseable, royalty-free, worldwide
license under all of Synacor’s Marks to use, reproduce, publicly display, publicly perform,
distribute and transmit Synacor Brand Features and Synacor Content on the Embarq Portal(s) in
the manner described in this Contract Order, and in connection with the distribution,
marketing and promotion of the Embarq Portal(s), subject in each case to compliance with any
and all Synacor Brand Guidelines.
	 
	 	8.4.	 	Trademark Restrictions. The mark owner may terminate the foregoing license if, in
its reasonable discretion, the licensee’s use of the marks tarnishes, blurs or dilutes the
quality associated with the marks or the associated goodwill and such problem is not cured
within 20 days of notice of breach; alternatively, instead of terminating the license in
total, the owner may specify that certain pages of the licensee’s website may not contain the
marks. Title to and ownership of the owner’s marks shall remain with the owner. The licensee
shall use the marks exactly in the form provided and in conformance with any Brand
Guidelines. The licensee shall not take any action inconsistent with the owner’s ownership of
the marks, and any benefits accruing from use of such marks shall automatically vest in and
accrue to the benefit of the owner. The licensee shall not form any combination marks with
the other party’s marks.
	 
	 	8.5.	 	Content Standards. Each party agrees to display mutually agreeable trademark and
copyright notices or legends of the other party when using such other party’s Brand Features.
Each party shall in advance submit to the other party the proposed placement of such notices
or legends (including, without limitation, the place and manner of incorporation into
electronic media or transmissions), and such other party shall have the right to approve the
same.






	 	8.5.1.	 	Embarq shall not provide any Embarq Content, and Synacor shall not provide any Synacor
Content that is created and developed solely by Synacor, that: (a) infringes any third
party’s copyright, patent, trademark, trade secret or other proprietary rights or rights
of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including
without limitation the laws and regulations governing export control, unfair competition,
antidiscrimination or false advertising); (c) is defamatory, trade libelous, unlawfully
threatening or unlawfully harassing; (d) is obscene, harmful to minors or child
pornographic; (e) contains any viruses, Trojan horses, worms, time bombs, cancelbots or
other computer programming routines that are intended to damage, detrimentally interfere
with, surreptitiously intercept or expropriate any system, data or personal information;
or (f) is materially false, misleading or inaccurate. For the sake of clarity, for the
purposes of this Section 8.51, Synacor Content shall not include any Content provided by
Synacor Providers.




21









 












	 	8.5.2.	 	Synacor shall not provide any Synacor Owned Content that violates any law.






	 	8.6.	 	Reserved Rights. Without limitation of the foregoing, each party reserves all
rights other than those expressly granted in this Contract Order, and no licenses are
granted except as expressly set forth herein and each party shall retain all right, title
and interest in and to its logos and product and service names and trademarks (the
“Marks”), technology and other intellectual property (including without limitation, in the
case of Synacor, the tools, templates, frameworks or other software owned or licensed by
Supplier and used in connection with the Service (the “Software”) and Services). Neither
party shall take any action inconsistent with such ownership. This is a contract for
services only. All Software, hardware and other technology used to provide the Services
will be installed, accessed and maintained only by or for Supplier and no license therein
is granted to Embarq. Embarq shall not use Supplier’s Marks, Software or Services in any
manner except as specifically provided herein.
	 
	 	8.7.	 	Link License. Embarq grants to Synacor a non-transferable, non-exclusive,
royalty-free license to use the Embarq Marks on the Synacor websites and to hyperlink the
Synacor websites to the Embarq websites selected by Embarq (the “Embarq Links”), provided
that Embarq approves in advance all uses of the Embarq Marks on the Synacor website as
further described in this paragraph 8.7.






	9.	 	POST-TERMINATION OBLIGATIONS.






	 	9.1.	 	Upon notice of termination of this Contract Order by Embarq for any reason or upon
Embarq’s provision of a notice of nonrenewal to Synacor, at Embarq’s request Synacor
agrees to assist in the transition of EMBARQ customer email, Portal Homepage, Security,
and Premium Services away from Synacor hosted services to Embarq or to a third party
designated by Embarq. In addition, the parties agree that during a Transition Period, the
parties will continue to be bound by and perform in accordance with this Contract Order,
and Synacor will continue to assist Embarq as provided above and Embarq will continue to
pay for the Services. Synacor’s assistance in this transition during the Transition Period
will be provided [*]. Such support
includes, but is not limited to:






	 	9.1.1	 	Whitelist of the designated Embarq partner IP ranges to allow access to
Synacor servers and Webmail interfaces.
	 
	 	9.1.2	 	Provide ongoing lists or access to Embarq customer usernames and passwords,
including primary and secondary designation and username and passwords per account.
	 
	 	9.1.3	 	Disable the Synacor hosted Portal for EMBARQ customers effective with the
beginning of the migration period.






 




	 	 
	*	CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.





22









 












	 	9.1.4	 	Redirect EMBARQ customers attempting to log-in to any Synacor — hosted
application (Portal, Webmail, etc.), to a URL to be provided by Embarq. Redirection
to continue throughout the length of the migration period.
	 
	 	9.1.5	 	Provide access to all email messages, address books, and mail folders for
migration to the new Portal Partner, (i.e., IMAP interface or other agreed upon
method of access)
	 
	 	9.1.6	 	Allow email forwarding for migrated customers for 6 months after the account
has been migrated.
	 
	 	9.1.7	 	Continue operational support and business as usual for all ‘non-migrated’
customers and supporting processes throughout the migration period. Including, but
not limited to, Technical Support Tools, API processes to support account updates
and cancellations, reconciliation activities, reporting tools, and other day-to-day
operations.






	 	9.2.	 	Within 30 days after the end of the Transition Period, Synacor will return to
locations designated by Embarq any Embarq-Owned Property.
	 
	 	9.3.	 	Within 90 days after the end of the Transition Period, Synacor will invoice Embarq
for any final amounts due under this Contract Order. Embarq will pay undisputed portions
of all amounts reflected in the invoice within 45 days of Embarq’s receipt of the
invoice.
	 
	 	9.4.	 	After the Transition Period, the parties will discontinue making any statements or
taking any action that might cause third parties to infer that any business relationship
continues to exist between the parties under this Contract Order, and where necessary or
advisable, inform third parties that that Parties no longer have a business relationship
under this Contract Order.
	 
	 	9.5.	 	For a period of three (3) years after the expiration or other termination of this
Contract Order, Synacor agrees that it will not directly target any Users, or use any
Embarq Data to target any Users, to switch from their Embarq high-speed internet service
to a broadband data service offering sold by Synacor or by a Synacor marketing partner.
The foregoing shall not apply to any of Synacor or Synacor’s marketing partner’s general
advertisements, or a User that switches of his or her own volition.




23









 






	 	 	 	 	 	 	 
	SIGNED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EMBARQ MANAGEMENT COMPANY

	 	 
	 	SYNACOR, INC.
	 	 
	 
	 	 	 	 	 	 
	/s/ David Platt

	 	 	 	/s/ Frank J. Codella	 	 
	 

	 	 	 	 	 	 
	(signature)

	 	 	 	(signature)	 	 
	Print name: David Platt

	 	 	 	Print name: Frank J. Codella	 	 
	Title: VP — Procurement

	 	 	 	Title: Vice President of Sales	 	 
	Date: 12/4/06

	 	 	 	Date: 11/27/06	 	 






24









 






Exhibit 1

Initial Content to be Integrated into the Embarq Portal(s)





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Rev.
	Category	 	Description	 	Provider	 	Refresh Rate	 	Share
	 
	 	 	 	 	 	 	 	 
	 

	 	Directories	 	 	 	 	 	 
	 

	 	Yellow & White Pages
	 	Online search functionality
	 	[*]
	 	Real time
	 
	 	 	 	 	 	 	 	 
	 

	 	Maps
	 	Maps & Directions
	 	[*]
	 	Real time
	 
	 	 	 	 	 	 	 	 
	 

	 	Restaurant Search
	 	Search tool
	 	[*]
	 	Real time
	 
	 	 	 	 	 	 	 	 
	(ii)

	 	Search Services
	 	Web search
	 	[*]	 	Real time 	 	See
“Advertising Addendum”
	 
	 	 	 	 	 	 	 	 
	(iii)

	 	Horoscopes
	 	Online horoscopes
	 	[*]
	 	Daily
	 
	 	 	 	 	 	 	 	 
	(v)

	 	[*] News
service:

o National News

o World News

o Sports News

o Entertainment News

o Health News

o Business and
Finance News

o Science &
Technology
	 	Text, pictures, videos, and
audio, (“[*] News
Service”) — English & Spanish
language. When a User clicks
on a news story or video the
User will remain within the
portal. [*] video content will
generally be delivered at an
encoding rate of at least
300kbs.


Sports sub categories:
	 	[*]
	 	between
every
20
minutes
and 1.5
hours






 




	 	 
	*	CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.






25









 




















	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Rev.
	Category	 	Description	 	Provider	 	Refresh Rate	 	Share
	 

	 	 	 	Baseball, Basketball, Hockey,
Golf, Auto Racing, Football,
Soccer, Boxing and Tennis	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Business & Finance sub
categories: Market snapshot,
Market movers (top
gainers/losers) Most active
portfolio tracking & personal
finance stories from [*]	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Business & Finance sub
categories: Market snapshot,
Market movers (top
gainers/losers) Most active
portfolio tracking & personal
finance stories from [*]	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Entertainment sub categories:	 	 	 	 
	 

	 	 	 	Box office snapshots, Top
movies, entertainment news
and gossip from [*] updated
daily	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Photo
	 	[*]
	 	[*]
	 	N/A
	 
	 	 	 	 	 	 	 	 
	(vii)

	 	Local
	 	Local news, events, lottery
results, restaurants &
entertainment and shopping
based on Zip code — Local
news from News papers across
North America,
	 	[*]
	 	Real — time — News/Gas
Prices
Daily — Events/
Lottery
	 	[*]





 




	 	 
	*	CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.





26









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Rev.
	Category	 	Description	 	Provider	 	Refresh Rate	 	Share
	 

	 	 	 	 	 	[*]	 	 
	 
	 	 	 	 	 	 	 	 
	(viii)
	 	Music news.	 	News & Top ten ranking
	 	[*]
	 	weekly
	 

	 	 	 	 
	 	[*]
	 	hourly
	 
	(ix)

	 	Searchable TV listings
	 	by Zip Code
	 	[*]
	 	Daily
	 
	 	 	 	 	 	 	 	 
	(x)

	 	Local Movie Listings.
	 	by Zip Code
	 	[*]	 	Daily
	 

	 	 	 	 	 	 	 	Daily
	 

	 	Video trailers
	 	 	 	[*]
	 	weekly
	 
	 	 	 	 	 	 	 	 
	(xi)

	 	Financial Markets &

Stock Quotes
	 	Major indexes (Dow, Nas *
S&P) and individual equities
and Funds
	 	[*]
	 	20 minutes
	 
	 	 	 	 	 	 	 	 
	(xiii)

	 	Games Channel
	 	Aggregation of games related
content
	 	[*]	 	weekly
	 
	 	 	 	 	 	 	 	 
	(xiv)

	 	Spanish content
	 	News in Spanish (selectable
by User)
	 	[*]
	 	20 minutes
	 
	 	 	 	 	 	 	 	 
	(xv)

	 	Downloadable
Toolbar (branded to
Embarq)
	 	Toolbar which attaches to web
browsers and provides quick
access to search and other
customizable features
	 	Synacor
	 	customized &

changeable by User
	 
	 	 	 	 	 	 	 	 
	(xvi)

	 	Household Management
	 	Account management,
restricting access, spending
limits & bill presentment
features
	 	Synacor
	 	N/A
	 
	 	 	 	 	 	 	 	 
	(xvii)

	 	Quick links
	 	Application which allows
Users to setup links & store
username & passwords for easy
access
	 	Synacor
	 	N/A






 




	 	 
	*	CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.




27













 





Exhibit 2




Vendors Integrated




The vendors listed below represents the snapshot of the Parties content relationships. This

list will change as vendors are both added and deleted from time to time.




Synacor Content Relationships



[*]



 




	 	 
	*	CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.





28









 








[*]

 

* CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.




29









 








Exhibit 3

Premium Bundles



Premium Products: Synacor shall collaborate with Embarq to design premium content bundles that
address consumer interests and meet Embarq’s marketing and budgetary objectives. To this end,
Premium Products can be marketed as a la carte consumer offerings and/or product bundles can be
configured and selectively embedded in various DSL tiered offerings to enhance their perceived
value and consumer appeal.





	 	a.	 	Premium Bundles. The following Premium Bundles are examples of the products
available to Embarq for distribution to Users. Synacor will work with Embarq, prior the
Commercial Launch and throughout the Term of this Agreement, to design Premium Content
Bundles that meet Embarq business objectives:
	 
	 	(i)	 	Family Bundle. The Family Bundle shall include all of the following:






	 	•	 	Encyclopedia Britannica — Unlimited access to the updated
32-volume Encyclopedia Britannica, plus: Britannica’s Student & Concise
encyclopedias, thousands of exclusive video and audio clips
	 
	 	•	 	Shockwave Gameblast — 100 popular premium online and
downloadable games
	 
	 	•	 	American Greetings — Print and Send Greeting cards and
access to member’s only online greeting cards
	 
	 	•	 	Clever Island —  Focuses on the educational skills that are
most important to a child’s development, including language, numbers, spatial
reasoning, logic, and critical thinking. Activities are designed by leading
experts in education and child development to be engaging, powerful, and fun
	 
	 	•	 	Fox Sports —  Video clips and highlights from all the
professional leagues, NASCAR and college athletics as well as the “Best Damn
Sports Show Period.”
	 
	 	•	 	Weather.com —  Local, regional and national video weather
reports and special feature categories. (Subject to approval by Weather.com.)
	 
	 	•	 	Major League Baseball —  Access to GameDay Audio (listen to
every game played that day), Condensed Video Games, Post Game Highlights, MLB
Custom Cuts and MLB Radio.


Cost to Embarq per DSL Subscriber: [*]






	 	(ii)	 	Educations Bundle The Education Bundle shall include the following:






	 	•	 	Encyclopedia Britannica —  Unlimited access to the updated 32-volume
Encyclopedia Britannica, plus: Britannica’s Student & Concise encyclopedias,
thousands of exclusive video and audio clips





 

* CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.



30









 






	 	•	 	Clever Island —  Focuses on the educations skills that are most important to a
child’s development, including language, numbers, spatial reasoning, logic and
critical thinking. Activities are designed by leading experts in education and child
development to be engaging, powerful and fun
	 
	 	•	 	I Know That —  allows children from ages 2 to 12 to discover the magic and
power of lifelong learning skills. All activities are highly interactive, and use
state of the art web multimedia including heavy animation, sound, and digitized
children’s voices.
	 
	 	•	 	Nutshell Math Essential — 






	 	•	 	Hundreds of math topics explained in Multimedia Listen & ViewTM
format.
	 
	 	•	 	Hear the teacher’s voice. See the teacher’s handwriting.
	 
	 	•	 	Quizzes with detailed answers to help students prepare for tests
and track their improvements.
	 
	 	•	 	Available for Middle School Math / Pre-Algebra, Algebra 1, Algebra
2, and Geometry






	 	•	 	Boston Test prep — online SAT prep Course makes the preparation process
easy and quick.






	 	•	 	Practice with over 2500 SAT style questions
	 
	 	•	 	Evaluate strengths and weakness immediately
	 
	 	•	 	Study with more than 30 audio/video lessons


Cost to Embarq per DSL Subscriber: [*]






	 	(iii)	 	Games Bundle The Games Bundle shall include the following:






	 	•	 	IGN Insider
	 
	 	•	 	Lego PC Games
	 
	 	•	 	Atari Classics Games
	 
	 	•	 	Sega Classic Games
	 
	 	•	 	Yummy Games  — popular parlor games, PC Games and on-line games.
	 
	 	•	 	Portable Gaming Magazine (Empyrean)


Cost to Embarq per DSL Subscriber: [*]






	 	(iv)	 	Subscription Music Services:






	 	i.	 	Embarq Music2Go






	 	•	 	MusicNet — Unlimited song download service which includes
unlimited song downloads to WMP 10 supported portable devices and personal
computers from over 2,000,000 tracks; as well as commercial free radio and
video. Subscribers can also purchase tracks.






	 	 	 	Cost to Embarq: [*]






 

* CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.



31









 






	 	ii.	 	Embarq Music (non portable):






	 	•	 	MusicNet — Unlimited song download service which includes unlimited song downloads
to WMP 10 supported personal computers from over 2,000,000 tracks; as well as commercial
free radio and video. Subscribers can also purchase tracks
	 
	 	•	 	Sync Magazine — From Zinio (Synacor may include additional Magazines)






	 	 	 	Cost to Embarq: [*]





 

* CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.



32









 











Exhibit 4




PREMIUM SERVICES & CONTENT DISTRIBUTION ADDENDUM

TO

SYNACOR MASTER SERVICE AGREEMENT AND CONTRACT ORDER




     If any provision of this Addendum conflicts with a provision of the Master Services Agreement
or the Contract Order, the provision of the Master Services Agreement or Contract Order, as
applicable, shall control. Capitalized terms used but not defined in this Addendum shall have the
meanings ascribed to them in the Master Services Agreement or the Contract Order.


1. Premium Content. The content to be distributed hereunder may be obtained by Synacor (the
“Synacor Content”) and/or by Embarq (the “Embarq Content”). The Synacor Content and the Embarq
Content are hereinafter referred to collectively as the “Content”. Distribution rights to the
Synacor Content will be obtained by Synacor from third party content providers (each individually a
“Synacor Provider” and collectively, the “Synacor Providers”) for the non-exclusive distribution by
third parties including, but not limited to, Embarq. The Embarq Content will be owned by Embarq or
licensed by Embarq from third party Content providers (each individually an “Embarq Provider” and
collectively, the “Embarq Providers”). The Embarq Providers and the Synacor Providers are
hereinafter referred to collectively as the “Providers”.



2. Users, Registration Pages. It is intended that the Content will be accessed by Users through
the System described in Section 3 below. Synacor may require the use of user interfaces or other
identification verification methods in order for the Users to access the Content. As may be
determined by the parties and subject to revision during the Term as the parties may determine,
System web pages and/or Content will be hosted and served by Synacor or Embarq, subject to the
approval of Synacor.



3. Content Hosting and Delivery System. Synacor will maintain a User registration and login system
that is integrated with its content provisioning solution (the “System”) which will be used to
control User access to the Content and to manage the updating and delivery of the Content to the
User. Depending upon the System implementation for Embarq, as such may be revised during the Term
by consent of the parties, hosting and serving of Content may be provided by Embarq, Embarq
Providers, Synacor and/or by Synacor Providers. To the extent that Synacor Provider’s or Embarq
Provider’s systems are used to host or serve Content, the service levels and availability of such
systems for Users will be no lower than the service levels and the availability of such systems to
other content distributors or consumers. With Embarq’s prior written consent, Synacor can: (i)
offer new Content which it has obtained for distribution; (ii) create and modify bundles of
Content to be made available to Users; (iii) edit or modify the editorial content and design of
the web pages with which the consumer interacts in order to access the Content; and (iv) remove
any or all of the Content from availability to Embarq’s Users. Synacor shall take all commercially
reasonable steps necessary to implement any such Embarq decisions as soon as is reasonably
practicable; provided, however, that where Embarq requests that any specified piece of Content be
removed from the System, Synacor shall remove such title or titles from the System as
expeditiously as possible, and in all events within seventy-two (72) hours after receipt of notice
from Embarq.



4. Subscriber Billing. User billing will be the sole responsibility of Embarq, except any
transactions that Embarq directs Synacor to offer via credit card billing.



5. Terms of Use. In order to complete his or her registration as a subscriber, each User will be
required to electronically accept the Terms of Use (“TOU”) as mutually agreed by Synacor and
Embarq. Prior to acceptance of the TOU, Synacor shall present each User with the opportunity to
review and agree to the TOU. Synacor shall not amend, modify or otherwise change the TOU without
the consent of Embarq, which will not be unreasonably withheld or delayed, provided, however, that
the terms of the TOU may be amended, modified or otherwise changed by Synacor as necessary to
comply with the requirements of any Synacor Provider or applicable law.



6. Licenses.




33









 







(a) Subject to the provisions of the Master Services Agreement, the Contract Order, this Addendum
and all other amendments, addendums, schedules and/or exhibits to the Master Services Agreement
(hereinafter referred to collectively as the “Agreement”), Synacor grants to Embarq during the
Term, a limited, non-exclusive, non-transferable, right and license to: (i) transmit and distribute
individual copies of the Synacor Content, solely for purposes of distributing the Synacor Content
to Users located in the United States who are subscribers to Embarq’s internet services; and (ii)
use and utilize such Synacor and Synacor Provider trademarks, logos and other works which are
protected by intellectual property rights laws (the “Synacor Properties”) in connection with the
distribution of Content to Users pursuant to this Agreement. Embarq expressly agrees that it shall
not, and shall not permit any third party to, duplicate, copy, modify, amend, add to, delete from
or otherwise make any change whatsoever in the Synacor Content or otherwise violate any
intellectual property rights in the Synacor Content including but not limited to copyrights of
third parties therein.



(b) Subject to the provisions of the Agreement, Embarq grants to Synacor during the Term, a
limited, non-exclusive, non-transferable, royalty-free right and license to: (i) transmit and
distribute individual copies of the Embarq Content, solely for purposes of distributing the Embarq
Content to Users located in the United States who are subscribers to Embarq’s internet services;
and (ii) use and utilize such Embarq and Embarq Provider trademarks, logos and other works which
are protected by intellectual property rights laws (the “Embarq Properties”) in connection with
the distribution of Content to Users pursuant to this Agreement. Synacor expressly agrees that it
shall not, and shall not permit any third party to, duplicate, copy, modify, amend, add to, delete
from or otherwise make any change whatsoever in the Embarq Content or otherwise violate any
intellectual property rights in the Embarq Content including but not limited to copyrights of
third parties therein.



(c) As to individual pieces of Content, the rights and licenses to use such Content as granted
herein shall expire upon the expiration or earlier termination of the agreement pursuant to which
distribution rights and license to such Content were obtained. Either party (the “Terminating
Party”) shall have the right to terminate this Agreement immediately as to any particular Content
upon notice to the other party: (i) if the Terminating Party reasonably believes the distribution
of such Content exposes it to potential legal liability; or (ii) in the event a Synacor Provider
or Embarq Provider ceases to operate a site, produce or distribute such Content.



7. Proprietary Rights.



(a) Subject to the rights and licenses granted in the Agreement, Synacor (and its licensors
including but not limited to the Synacor Providers) retains all rights, title and interest in and
to all copyrights, trademarks, trade names, logos, patents and other intellectual and proprietary
rights in and to the Synacor Content. No title to or ownership of any Synacor Content and/or any
part thereof is hereby transferred to Embarq or any third party. As between Embarq and Synacor,
Embarq agrees that Synacor is the sole owner of the System and all technology, software and other
intellectual property used by Synacor in connection with the performance of this Agreement and
that Embarq shall make no claims thereto. Embarq shall comply with all reasonable requests of
Synacor to protect the proprietary rights of Synacor and its licensors.



(b) Subject to the rights and licenses granted in the Agreement, Embarq (and its licensors
including but not limited to the Embarq Providers) retains all rights, title and interest in and
to all copyrights, trademarks, trade names, logos, patents and other intellectual and proprietary
rights in and to the Embarq Content. No title to or ownership of any Embarq Content and/or any
part thereof is hereby transferred to Synacor or any third party. Synacor shall comply with all
reasonable requests of Embarq to protect the proprietary rights of Embarq and its licensors.



(c) All licenses, rights, title, interest and intellectual property rights of any kind in and to
the Content are entirely owned by and reserved to the applicable Provider and may be used by the
Provider in such manner as the Provider may choose. Without limiting the foregoing, each party
hereby assigns to the applicable Provider all right, title and interest in the Content provided by
the Provider, together with the goodwill attaching thereto, that may inure to such party in
connection with this Agreement or from such party’s use of the Content hereunder. Each party
agrees to execute and deliver to the other party, as requested, any documents required to register
it as a registered user of any Content provided by the other Party and to follow any instructions
of the other party providing the Content as to the use of any Content. Each party agrees that it
will not and will not assist any third party to register or attempt to register any trademark,
trade name or other intellectual property right related to any Content or any derivation or
adaptation thereof or any work, symbol, design or mark which is so similar thereto as to suggest a
relationship with any Provider or affiliate of a Provider. Each party agrees that it will not, nor
will it assist any third party to, challenge the validity or ownership of any patent, copyright,
trademark, or other




34









 







intellectual property registration of any Content. If a party breaches any provision of this
section, such party agrees that it will, at its expense, immediately terminate the unauthorized
activity and promptly execute and deliver to the party that provided the Content, as requested,
such assignments and other documents as required to transfer to the Provider all rights to the
registrations, patents or applications involved.



8. Content Provider Requirements.



(a) Embarq agrees to utilize the User interfaces or other identification verification methods of
the System, as described in Section 3 of this Addendum, without modification, including but not
limited to framing or co-branding, unless Embarq has obtained the prior written consent of Synacor
to do otherwise.



(b) Embarq acknowledges and agrees that the look, feel, size and placement of any Synacor Content
on the User access web pages (and any change or modification thereof), as described in Section 2
of this Addendum, is subject to Synacor’s approval, which may include terms, conditions and
restrictions on the use of such Synacor Content or which may be withdrawn at any time.



(c) Consumer access to the Content will be included as part of a premium Embarq Internet service
package which may be offered as part of a premium tier of Internet service or at an additional
charge payable by the User. Embarq will not, at any time, permit access to the Synacor Content by
any person via the general Internet or other access method other than through Synacor’s System.



(d) Neither Synacor nor a Synacor Provider shall have any liability in the event a Synacor
Provider exercises its rights to terminate the rights and licenses to use Synacor Content as
provided in Section 6(c) of this Addendum.



(e) Embarq agrees that Synacor has the right to withdraw all Content upon termination of the
Agreement without liability after any applicable Transition Period and, after such Transition
Period, to provide for the seamless migration of any Users or subscribers to Synacor Content to
the Synacor Provider.



(f) Without the consent of the other Party, neither Party will: (i) send any interstitials, pop-up
windows, or other messages or files to the User during the time in which any the other Party’s
Content is displayed, or (ii) sell any advertising in, on, or related to the other Party’s
Content, including but not limited to banners, buttons, links, streaming audio or streaming video
advertisements. Neither Party may use the name, logo or any of the proprietary marks of the other
Party’s content Providers in any sales, advertising or marketing materials without the written
consent of the Party providing the content.



(g) To the extent a Provider has been given third party beneficiary rights in an Agreement with
Synacor, such Provider is deemed a third party beneficiary to the Agreement solely for purposes of
enforcement of the provisions of this Agreement relating to such Provider’s Content and that any
such Provider may, in its sole discretion, take any and all action, including but not limited to
commencing any legal action, to enforce its rights pursuant to this Agreement. Each such Provider
may audit the books and records of the parties solely relating to such Provider’s Content, upon
reasonable notice and at such Provider’s expense, not more frequently than quarterly during the
term of the Agreement and for a period of two years thereafter and to take extracts from and/or
make copies of such records.



9. Synacor Fees. The fees payable by Embarq to Synacor in connection with the provisions of this
Addendum are set forth in Exhibit 5 to the Contract Order.





35









 





Exhibit 5




Service Level Definition (SLD)

TABLE OF CONTENTS




	 	 	 	 	 
	 
	 	 	 	 
	1. Purpose
	 	 	38	 
	 
	 	 	 	 
	2. Scope of the Services
	 	 	38	 
	 
	 	 	 	 
	2.1 End User Software Maintenance
	 	 	38	 
	 
	 	 	 	 
	2.2 Service Hosting Maintenance
	 	 	38	 
	 
	 	 	 	 
	2.3 Service Monitoring
	 	 	38	 
	 
	 	 	 	 
	2.4 Guaranteed Service Availability
	 	 	38	 
	 
	 	 	 	 
	2.5 Service Support
	 	 	38	 
	 
	 	 	 	 
	2.6 Service After Hours Support
	 	 	39	 
	 
	 	 	 	 
	2.7 Service Training
	 	 	39	 
	 
	 	 	 	 
	2.8 Service Documentation
	 	 	39	 
	 
	 	 	 	 
	2.9 Service Change Management Reporting
	 	 	39	 
	 
	 	 	 	 
	2.10 Optional Services
	 	 	39	 
	 
	 	 	 	 
	3. Changes to SLD
	 	 	39	 
	 
	 	 	 	 
	4. Processes and Procedures Related to This SLD
	 	 	40	 
	 
	 	 	 	 
	Call Management Process
	 	 	40	 
	 
	 	 	 	 
	5. Metrics
	 	 	40	 
	 
	 	 	 	 
	Metrics Reporting
	 	 	40	 
	 
	 	 	 	 
	6. Support and Service Availability
	 	 	40	 
	 
	 	 	 	 
	6.1 Service Request
	 	 	40	 
	 
	 	 	 	 
	6.2 Problem Escalation
	 	 	40	 
	 
	 	 	 	 
	6.3 First Level Support
	 	 	40	 
	 
	 	 	 	 
	6.4 Levels of Support
	 	 	41	 
	 
	 	 	 	 
	6.5 Support Responsibilities
	 	 	41	 
	 
	 	 	 	 





36









 






	 	 	 	 	 
	 
	 	 	 	 
	6.6 Support Availability
	 	 	41	 
	 
	 	 	 	 
	6.7 Support Response Time
	 	 	41	 
	 
	 	 	 	 
	6.8 Support Request Severity Definitions
	 	 	43	 
	 
	 	 	 	 
	6.9 Service Availability
	 	 	44	 
	 
	 	 	 	 
	6.10 Service Unavailability
	 	 	45	 
	 
	 	 	 	 
	6.11 Service Unavailability compensation
	 	 	45	 







37










 





1. Purpose



The purpose of this Service Level Definition (SLD) is to describe an arrangement between the
Company and F-Secure on delivering technical services, at specific levels of support at an
agreed-upon cost.




2. Scope of the Services



The following services are provided by F-Secure to the Company in accordance with Security as a ServiceTM delivery. All services and related material are provided in English language unless
specifically otherwise stated or agreed.




2.1 End User Software Maintenance





Maintenance of End User Software of the Service consists of generic and necessary
maintenance minor Upgrades, Updates, troubleshooting, research, development and expenses
related to the process. Company is at all times entitled to request that the most updated End
User Software is made available to End User.



2.2 Service Hosting Maintenance





Maintenance of the Service hosting environment: This consists of infrastructure
establishment, administration, system upgrades, updates, configuration and hosting of services.
Preventative maintenance shall be performed as necessary within the limits of Service
Availability definitions, described in Section 6.9 of this SLD.



2.3 Service Monitoring





This consists of monitoring the Service according to the rules defined in this SLD
document. F-Secure will inform the Company on all unexpected changes to service levels. In case
F-Secure notices anything critical, it will inform the Company about possible effects to the
Service. F-Secure reports on all other recognized issues through regular reporting.



2.4 Guaranteed Service Availability





This consists of providing the availability of the Service according to the rules defined
in this SLD document. If F-Secure is unable to maintain the Service Availability at guaranteed
level, F-Secure shall compensate the Service Unavailability to the Company according to the
Service Unavailability Compensation table in Section 6.11.



2.5 Service Support





Service support for the Company with target response times, following any support request
submitted via F-Secure approved official communication channel, is handled within the limits of



38









 






Support Availability and Support Response Time definitions defined in Sections 6.6 — 6.8 of
this SLD document.



2.6 Service After Hours Support





All requests for support for non-business hours shall be deemed to be After-Hours Support.
F-Secure will provide After-Hours Support included in the Service to the Company, for the
severity A- and B- Level incidents as defined in Sections 6.6 — 6.8 of this SLD document.



2.7 Service Training





Training shall be provided in connection of each change of prime Service version number.
Training will be conducted in a maximum of two (2) training sessions / Service prime version
number. Key operators and selected personnel shall be trained. Retraining (classified as
additional training) shall be provided as needed. Training shall include End User Software
functionality and usage, special features, and support request generation. F-Secure training
department requires a minimum of 3 weeks notice from the Company prior to any training dates.
All reasonable requests for training will be provided at no additional cost to Embarq.



2.8 Service Documentation





Generic documentation of the Service will be provided for the Company. This Documentation
includes Frequently Asked Questions (FAQ), user instructions, customer service guide and other
instructions related to End User Software.



2.9 Service Change Management Reporting





New or changed processes, practices, or policies that affect the Company and that have an
impact on the Service shall be presented to the Company to understand, learn, and follow.



2.10 Optional Services





Except as otherwise provide in this Contract Order, additional services not set out herein
shall be subject to a separate fee and Parties’ separate mutual agreement.



3. Changes to SLD



This SLD will evolve over time, with additional knowledge of the Service
requirements, as well as the introduction of new services into the support portfolio
provided by F-Secure Corporation.



At Company’s option there will be an opportunity on a quarterly Quality Meeting basis to review and
suggest changes to this SLD subject to mutual agreement and understanding.



In the event F-Secure Corporation changes the SLD, F-Secure Corporation will notify Embarq sixty
days prior to implementation of such changes.




39









 








4. Processes and Procedures Related to This SLD




Call Management Process



F-Secure’s problem-ticket system will be used by all support team levels (where approval and
technical access has been granted and is available) to record and track all problem reports,
inquiries, or other types of requests received by support. This provides F-Secure with the ability
to provide metrics with regard to this SLD.




5. Metrics




Metrics Reporting



Regular reporting will be provided by F-Secure to the Company on available metrics as related
to Service performance. These reports are produced by F-Secure’s Service monitoring and
problem-ticket systems on Service Availability and Service Support Response times, which will in
detail measure F-Secure’s management performance against SLD targets and Service management
process.



F-Secure shall present reporting monthly on standard Quality Meetings between F-Secure and the
Company, unless otherwise mutually agreed. Tools for monitoring the status of the Service and
viewing the reports are made available to the Company via F-Secure Service Provider PartnerWEB.



F-Secure/Synacor will also provide monthly reporting on application downloads, activations and
utilization.




6. Support and Service Availability




6.1 Service Request



For the purposes of this SLD, a Service Request is defined as a request for support to
existing End User Software or a request for support that involves information of the Service.




6.2 Problem Escalation



For the purposes of this SLD, a Problem Escalation is defined as a request to fix a problem in
existing End User Software or report a problem in the functionality of the Service.




6.3 First Level Support



The Company shall be responsible for providing Level-1 support for the Service to End Users.
This consists of i) handling and responding to questions regarding technical support, ii) order
processing, iii) use of the End User Software and iv) accepting and responding to problem calls
from End Users relating to the Service.



End Users are not allowed to contact F-Secure’s support resources directly to report a problem.




40









 








6.4 Levels of Support



F-Secure will provide Level-2 and Level-3 support for the Service to the Company: This
consists of accepting and responding to Service Requests and Problem Escalations from
authorized representatives of the Company with regard to problems reported by End Users or
Company personnel that cannot be resolved by the Company and resolving reported problems as set
forth in this SLD. All problem escalation and requests must be logged through the designated
F-Secure help desks and in accordance to mutually agreed processes.



This is support provided by the appropriate F-Secure help desk Level-2 support when it
receives the request from the Company. This represents generalist professional support. If
this level of support cannot resolve the request, it is passed to F-Secure’s Level-3
support, which represents advanced support specialists.




6.5 Support Responsibilities



F-Secure will provide the necessary and mutually agreed requested documentation,
information, and knowledge capital to the Company prior to the start of support of End User
Software.



F-Secure will use its own appropriate help desk to provide Level-2 support, including creating
problem tickets and work orders and assigning responsibility to the appropriate Level-3
F-Secure resources.



F-Secure will use its own appropriate internal group to provide Level-3 server, network, and
infrastructure support services.



Once a support request has been submitted, F-Secure will make itself available to work with the
Company support resource assigned to the support request and will attempt to resolve the
problem on first instance of the support request.



The Company will log all information from F-Secure required to establish contact, document the
nature of the problem and provide all information required to open a support request, including
End User Software diagnostics.




6.6 Support Availability



F-Secure will receive and process support requests submitted via separately
designated official communication channels on the time zone of F-Secure’s office (as set
out on Section 1 of F-Secure’s Delivery Agreement with Synacor) as set forth in the table
below:




	 	 	 
	Help Desks	 	Hours
	Standard Coverage
	 	8:00 a.m. to 6:00 p.m. PT during normal business days
	After-Hours Coverage
	 	All other times






6.7 Support Response Time



The calculation of response time begins when the support request is logged in F-Secure
problem-ticketing system and ends when the technical support personnel submit the first human
response to the Company.



F-Secure will respond to submitted support requests as set forth in the table below:






41









 








	 	 	 	 	 
	Severity	 	Target Response Time	 	Roles and Responsibilities
	A- Level

	 	Target time for the first
response is within one (1)
hour
	 	•   Incident must be reported via telephone by the Company
representative who is authorized to make Problem
Escalations

	 
	 	 	 
	 

	 	 	 	•   F-Secure is working on the incident full time 24h/7d

	 
	 	 	 	 
	 

	 	 	 	•   The Company’s required personnel is present
and reachable 24h/7d

	 
	 	 	 	 
	 

	 	 	 	•   In the first response the reporting intervals of
problem solving, with the schedules for incident
handling, will be agreed upon together with the Company.

	 
	 	 	 	 
	B- Level

	 	Target time for the first
response is within twelve
(12) hours
	 	•   Incident must be reported via telephone by the Company
representative who is authorized to make Problem
Escalations

	 
	 	 	 
	 

	 	 	 	•   F-Secure is working fulltime on the incident during
local business hours

	 
	 	 	 	 
	 

	 	 	 	•   The Company’s required personnel is reachable during
local business hours (8:00 a.m.-6:00 p.m.)

	 
	 	 	 	 
	 

	 	 	 	•   In the first response the reporting intervals of
problem solving, with the schedules for incident
handling, will be agreed upon together with the Company.

	 
	 	 	 	 
	M- Level

	 	Target time for the first
response is within two (2)
consecutive business days
	 	•   Incident must be reported using F-Secure approved
official communication channel as agreed with the
Company.







42









 






6.8 Support Request Severity Definitions



F-Secure and the Company can jointly use their reasonable discretion to classify together a
reported problem into a different severity category during or after Service Request or Problem
Escalation, if needed.




A- Level:



Critical problem of immediate urgency that has direct and significant impact on minimum of
[*] % of the Company’s End Users using the Service.





	 	•	 	Event that significantly disrupts or threatens to disrupt the Service.
	 
	 	•	 	Event that significantly affects the availability of the Service.
	 
	 	•	 	Consistent or repeating degradation of performance that impairs the Service.
	 
	 	•	 	No workaround or resolution for the problem is available at the time.





B- Level:



Urgent problem that has an impact on several of the Company’s End Users using the Service.





	 	•	 	Event that disables certain functions of the Service.
	 
	 	•	 	Event that affects significant amount of End Users using the Service.
	 
	 	•	 	No workaround or resolution for the problem is available at the time.





Monitor- Level (M- Level):



General problems that are incidents or events and do not have a significant impact on the Service
or End Users using the Service.





	•	 	End User Software or Service malfunction or error occurring on End User environment.
	 
	•	 	Enhancement request for End User Software or Service.
	 
	•	 	Requests for general information of the Service.









 


	 	 	 
	*	 	CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.







43









 






6.9 Service Availability



F-Secure guaranteed availability of the Service hosting environment is [*] % in one (1)
Service Period as determined by the following formula:




Uptime
= (Total Time1 -Down Time2)/Total Time x 100%





	 	•	 	The Service Period is one (1) calendar month.
	 
	 	•	 	Total Time is the total count of the minutes of the Service Period.
	 
	 	•	 	Down Time is the total count of minutes of the period when the Service is unavailable.
	 
	 	•	 	Following Service break events are not to be calculated as Down Time or Service
Unavailability: Standard Service Window used or partly used, Inevitable Service Breaks,
everyday scheduled system backups, maintenance breaks that are shorter than 5 minutes and
occur maximum seven (7) times per week, breaks that are due to problems in the Internet
and/or breaks due to force majeure events, cf. annex 6 Clause 20.
	 
	 	•	 	Standard Service Window is the first Tuesday of the month starting from 23.00 and
ending 06.00 (CET +1). Standard Service Windows are used only when necessary and on each
service window End Users are not necessarily affected nor full time period of the
service window used. F-Secure will inform the Company five (5) business days before in
F-Secure Service Provider PartnerWEB about the Standard Service Window.
	 
	 	•	 	Occasionally F-Secure has to perform service breaks in other than Standard Service
Window periods. This is required to rectify a fault or deploy critical patches from
3rd party hardware or software manufacturers in order to maintain current
service levels of the Service. These breaks are called as Inevitable Service Breaks and
they can also occur outside Standard Service Windows and last all together maximum of
two (2) hours during the Service Period.







 




			
	1	 	Total Time = Available total time in minutes. Service period of the total elapsed
time, within a full calendar month, consisting of 24 hours per day, 60 minutes per hour.
	 
	2	 	Down Time = Down time in minutes. Down Time shall commence upon the Service
unavailability automatically detected by F-Secure Service monitoring systems or by a
Problem Escalation of the Company to F-Secure’s support of a fault condition which
prevents full or partly utilization of the Service and shall end when the Service is
again available to the Company’s and the fault ticket has been logged as complete and
reported to the Company by the servicing technician.



 

* CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.



44









 










6.10 Service Unavailability



If the Availability of the Service does not meet the targets set in this SLD during the
Service Period, F-Secure will compensate the unavailability to the Company, in form of a rebate
on the monthly Service price in the following periodical Service invoice as set below:





	 	•	 	The measurement period for the compensation is one (1) calendar month.
Measurements apply from the first full month following the implementation date.
	 
	 	•	 	Service compensation requests must be issued as Service quality reclamation notice in
writing within two (2) months following the affected measurement period.
	 
	 	•	 	F-Secure measurements, tests, logs and reports shall be the basis for calculating the
actual Service availability as further defined in this SLD. Company shall however
have the right to make its own measurements of the Service availability. The test
arrangements will be gone through in standard Quality Meetings, if necessary. If any
differences are found, a workgroup will be set up and the reasons for the differences
will be verified.
	 
	 	•	 	If the Company requests additional tests, and the tests show that the Service
availability meets the targets, F-Secure has the right to charge the costs of the
tests from the Company.
	 
	 	•	 	F-Secure will not give any guarantees concerning the availability of the Service for
the End User due to the uncertainties of the intermediate network and/or the
nonconformities of the End User environment.
	 
	 	•	 	F-Secure will not compensate any Service degradation if it has not been able to meet
the targets set on this SLD due to activities of the Company or not being directly
responsible of the degradation.





6.11 Service Unavailability compensation



The following compensations are used in case of the Unavailability of the Service hosting
environment or part of the Service:



[*]



 

*CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.



45









 





Exhibit 6




Annex to F-Secure Service Delivery Agreement; Special Terms for F-Secure
Online Scanner.





	1.	 	PARTIES AND EFFECTIVE DATE
	 
	 	 	This annex of the Agreement constitutes a valid part of the Agreement between the
Parties specified in the first page of the Delivery Agreement. The terms and conditions
set out herein shall apply only to the product application designated in section 2
hereunder.
	 
	2.	 	OBJECT OF THE ANNEX
	 
	 	 	The following product application shall be the object of this annex
(hereinafter referred as “Tool”)






	 	•	 	F-Secure Online Scanner






	3.	 	GRANT OF RIGHTS
	 
	 	 	Subject to the terms of the Agreement and this annex, F-Secure hereby grants to the
Company under all applicable intellectual property rights a non-exclusive,
non-transferable, time-limited, royalty-free license to Tool to;






	 	i)	 	customize/modify the Tool strictly in accordance with, and only to the
extent set out in, official ‘F-Secure Online Scanner Customization Guide’ provided to the
Company
	 
	 	ii)	 	copy and make available the Tool to end users via Internet (either
from Company’s
server or via web link from F-Secure server), and
	 
	 	iii)	 	grant sublicenses to end users in its own name and account. Any use
of the Tool by
an end user shall be made subject to prior acceptance of the manufacturer’s end
user license terms embedded to the Tool.






	 
	 	F-Secure reserves all rights not
expressly granted to the Company or the end user of the Tool.






	4.	 	LIMITATION OF LICENSE
	 
	 	 	Except for separately agreed CD-Rom distribution, if any, the Tool may only be made
accessible to end user via such functionality in Company Internet page and Company shall
not deliver the Tool code in a form directly accessible to end users. Company is allowed
to use the Tool only for promotional and marketing purposes and is specifically
forbidden to do the following (and as further defined in F-Secure Online Scanner
Customization Guide):






	 	•	 	offer the Tool as an additional or billable service,
	 
	 	•	 	require registration of an end user prior to use of Tool,
	 
	 	•	 	bundle Tool with other software or services,
	 
	 	•	 	not to distribute the installation package of Tool.






	5.	 	SUPPORT AND MAINTENANCE
	 
	 	 	Company shall be responsible for providing end user support to end users using the Tool
and obtaining necessary skills and resources thereto (‘first level support’). F-Secure
shall provide second level support to the Company according to its general practices
similar to then current “F-Secure Standard Support” in relation to any technical problems
relating to the Tool. F-Secure may, but is under no obligation to, update, correct
defects and/or further develop the Tool according to its sole discretion. F-Secure shall
make available to the Company any Updates and Upgrades to the Tool.






	6.	 	DISCLAIMER OF WARRANTY




46









 











	 	 	In addition to the terms disclaiming warranty, set out in set out in F-Secure Security As A
Service general terms, section 14; F-Secure does not warrant that the Tool or any portion
thereof is error-free. The Tool is not designed to offer continuous protection. This
disclaimer of warranty constitutes an essential part of the license granted hereunder.
	 
	7.	 	TERMINATION
	 
	 	 	This annex is co-terminus with the Agreement. In addition to the termination provisions of
the Agreement, either Party may elect to terminate this annex upon thirty (30) days written
notice to the other Party. Upon termination of this annex, any license granted in accordance
to this annex shall immediately terminate and the Company agrees to destroy all copies of
the Tool and cease using any off the rights granted to it under this annex.
	 
	8.	 	LIMITATION OF LIABILITY
	 
	 	 	In addition to the terms on liability set out in set out in F-Secure Security As A Service
general terms, section 15; under no circumstances and under no legal theory, contract, or
otherwise, shall F-Secure or its supplier or resellers be liable to the Company or any other
person for any direct, indirect, special, incidental, or consequential damages of any
character including, without limitation, damages for loss of goodwill, work stoppage,
computer failure or malfunction, or any and all other commercial damages or losses even if
F-Secure and/or its suppliers have been informed of the possibility of such damages, or for
any claim by any other party.
	 
	9.	 	OTHER TERMS
	 
	 	 	Except to the extend otherwise stipulated in this annex, the terms and conditions set out
under clauses 1, 4-7, 9, 12.1, 14-25 set out in F-Secure Security As A Service general terms
annexed to the Agreement also govern this annex and license granted herein as if’ ‘the
references to Service’/’End User Software’ would pertain to ‘Tool’, as applicable. Terms or
clauses of the Agreement other than the above do not pertain to this annex.





F-Secure Security as a Service Delivery Agreement 05/2005© F-Secure 2005




47









 







Exhibit 7




F-SECURE® LICENSE TERMS



IMPORTANT — BEFORE INSTALLING OR USING THE SOFTWARE, CAREFULLY READ THE FOLLOWING LEGAL TERMS
(“TERMS”) FOR THE LICENSE OF F-SECURE SOFTWARE. BY SELECTING THE ACCEPTING OPTION BELOW, OR BY
INSTALLING, COPYING OR USING THE ACCOMPANYING SOFTWARE YOU (EITHER AN INDIVIDUAL OR A SINGLE
ENTITY) AGREE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM AND AGREE TO BE LEGALLY BOUND BY
THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS, SELECT THE REJECTING OPTION AND DO NOT INSTALL,
USE OR COPY THE SOFTWARE.



These Terms cover any and all F-Secure programs licensed by you, including
related documentation and any update and upgrade of the programs
delivered to you under the purchased license or any related service
agreement as defined in the documentation and any copy of these items
(together the “Software”).




COMMERCIAL LICENSE



Subject to the payment of the applicable license fees and subject to the following terms and
conditions, you have been granted a non-exclusive, non-transferable right to use the specified
Software. F-Secure reserves any and all rights not expressly granted to you.



You may:



A) Install and use the Software only on as many units (typically handheld devices, personal
computers, servers or other hardware) as stated in
the F-Secure License Certificate, applicable invoice, product packaging or
agreement where these Terms have been appended. In case the
Software or its services are shared through a network or the Software is
used to protect traffic from viruses or other malicious code at web
and e-mail servers, firewalls or gateways, you must have a license for
either scanning capacity or for the total number of users whom the
Software provides services to. In such cases you may install the Software on
as many units as needed.



B) Create copies of the Software for installation and backup purposes only.



C) Extend the number of licenses by purchasing additional licenses.



You may not:



A) Install and use the Software against these Terms, the F-Secure License Certificate or other
related documentation.



B) Distribute copies of the Software to a third party, electronically transfer the Software to a
computer belonging to a third party, or permit a third party to copy the Software.



C) Modify, adapt, translate, rent, lease, resell, distribute or create derivative works based upon
the Software and/or related files (including but not limited to virus definition databases,
security news and descriptions) or any part thereof.




48









 






D) Decompile, reverse engineer, disassemble, or otherwise reduce the Software and/or related
files (including but not limited to virus definition databases, security news and
descriptions) to any human- perceivable form as the Software contains or may contain trade
secrets of F-Secure.



E) Use the documentation for any purpose other than to support your use of the Software. Please
contact F-Secure directly if you are
interested in any other rights to the Software other than those granted in these Terms.



F) Disclose the license authorization code provided for the program installation (included but
not limited to key code, subscription number and registration key) to any third party.




G) Use the Software or any portion thereof to implement any product or service to operate
on or in connection with the Software for any other purpose than granted herein.



H) Use the Software to publish, distribute and/or obtain software or content (i) not specifically
related to F-Secure products and/or services and (ii) not security-related (or any updates to any
such software or content).




EVALUATION LICENSE




An Evaluation License is applicable when you download or install an evaluation version of the
Software or you are granted a time limited, non-exclusive and non-transferable license by F-Secure
or its resellers for evaluation purposes. The Software is licensed to you for the sole purpose of
evaluating the Software and only for a specified evaluation period, which will begin on the date
that the Software is first downloaded by or delivered to you. After the specified time period, you
must either purchase the Software license from F-Secure or its reseller, or destroy and stop using
the
Software. If you purchase the Software before the expiration of the evaluation time and register
the Software, you have a valid license and you do not
need to destroy the Software. F-Secure shall have no obligation to provide support or maintenance
services for Evaluation Licenses. For the avoidance of doubt, the Evaluation License is also
subject to restrictions set out above as items A-H. F-Secure reserves any and all rights not
expressly granted to you.




NON-COMMERCIAL LICENSE



A Non-Commercial License is applicable when you download or install a free version of a detection
and/or removal tool made available to you by F-Secure or its reseller. Such Software is licensed to
you only for a limited period as a non-exclusive, non-transferable license and is intended only as
a supplementary tool (not for ongoing content security purposes). F-Secure reserves the right to
discontinue the ability to use this type of Software at
any time and is under no obligation to provide support or maintenance services for Non-Commercial
Licenses. For the avoidance of doubt, the Non-Commercial License is also subject to restrictions
set out above as items A-H. F-Secure reserves any and all rights not expressly granted to you.




TITLE




49









 






Title, ownership rights, and intellectual property rights in the Software
shall remain those of F-Secure, and/or its suppliers. The Software is
protected
by copyright laws and international copyright and other intellectual
property treaties.




LIMITED WARRANTY AND DISCLAIMERS



Limited Warranty on Media. F-Secure warrants the physical media produced by F-Secure on which the
Software is recorded to be free from defect in material and workmanship under normal use for 30
days from the date of delivery. F-Secure does not give any warranties on media in case the Software
is delivered bundled in a third party device. Any implied warranties on the media, including
implied warranties of merchantability and fitness for a particular purpose, are limited in duration
to 30 days from the date of delivery. F-Secure will, at its option, replace the media or refund
the purchase price of the media. F-Secure shall have no responsibility to replace or refund the
purchase price of media, which is damaged by accident, abuse, or misapplication.




50









 






Disclaimer of Warranty on Software. THE SOFTWARE IS PROVIDED “AS IS”,
WITHOUT WARRANTY OF ANY KIND. F-SECURE, ITS
LICENSEES AND DISTRIBUTORS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES,
INCLUDING BUT NOT LIMITED TO
IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.



F-Secure, its licensees and distributors do not guarantee the Software or
related documentation in terms of their correctness, accuracy, reliability,
or
otherwise. You assume the entire risk as to the results and performance of
the Software and related documentation.



Complete Statement of Warranty. The limited warranties provided in the preceding paragraphs are the
only warranties of any kind that are made by F-Secure on the Software. No oral or written
information or advice given by F-Secure, its dealers, distributors, agents, or employees shall
create a warranty or in any way increase the scope of the foregoing limited warranty, and you may
not rely on any such information or advice. Some states do not allow the exclusion of implied
warranties, so the above exclusion may not apply to you, and you may have other rights, which may
vary from state to state.



Limitation of Liability. IN NO EVENT SHALL F-SECURE, ITS LICENSEES, ITS
DISTRIBUTORS OR ITS SUPPLIERS BE LIABLE TO
YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOSS OF
REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC
LOSS, ARISING OUT OF THE USE OF,
OR INABILITY TO USE, THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF F-SECURE
HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. Some states do not allow the limitation or
exclusion of liability for incidental or consequential damages so
the above limitation or exclusion may not apply to you. F-SECURE, ITS
LICENSEES, DISTRIBUTORS AND SUPPLIERS SHALL IN NO
EVENT BE LIABLE FOR ANY DAMAGES ARISING FROM PERFORMANCE OR NON-PERFORMANCE
OF THE SOFTWARE. OUR
MAXIMUM LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL
IN NO EVENT EXCEED THE
AMOUNT PAID BY YOU FOR THE SOFTWARE. Nothing contained in these License
Terms shall prejudice the statutory rights of any party
dealing as a consumer. F-Secure is acting on behalf of its employees,
licensees, distributors and licensors or subsidiaries for the purpose of
disclaiming, excluding, and/or restricting obligations, warranties, and
liability as provided in this clause, but in no other respects and for no
other
purpose.




EXPORT RESTRICTIONS (EXCLUSIVELY FOR CRYPTOGRAPHIC SOFTWARE)



1. If the Software is shipped or otherwise distributed to you from the United States of America:
You acknowledge that the Software and the maintenance and support services including without
limitation technical services and technical data (e.g., manuals, blueprints, plans, diagrams,
models, formulae, tables, engineering designs and specifications and instructions written or
recorded) and any other such technical services and




51









 






technical data (“the Services”) are of U.S. origin for purposes of U.S. export control laws,
regulations, administrative acts or Executive Orders, and any amendments thereof, including without
limitation the Export Administration Act of 1979, as amended (the “Act”), and the regulations
promulgated thereunder (the “U.S. Export Control Laws”). You agree to comply with all applicable
U.S. Export Control Laws and any
applicable international laws and regulations that apply to the Software and to the Services,
including without limitation the Act as well as end-user, end-use and destination restrictions
issued by the U.S. and other governments.



2. If the Software is shipped or otherwise distributed to you from a country other than the United
States of America: You agree to comply with the local regulations regarding exporting and/or using
cryptographic software.



In all cases, F-Secure will not be liable for the illegal export and/or use of its cryptographic
software by you.




U.S. GOVERNMENT RIGHTS



If the Software is licensed for or on behalf of the United States of America, its agencies and/or
instrumentalities (“U.S. Government”) pursuant to
solicitations issued on or after December 1, 1995, the Software is provided with the commercial
rights and restrictions described elsewhere herein. If the Software is licensed for or on behalf of
the U.S. Government pursuant to solicitations issued prior to December 1, 1995, the Software is
provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48
CFR 252.227-7013 (OCT 1988), as applicable.




HIGH RISK ACTIVITIES



The Software is not fault-tolerant unless expressly stated in product documentation and is not
designed, manufactured or intended for use or resale as
control equipment in hazardous environments requiring fail-safe performance, such as in the
operation of nuclear facilities, aircraft navigation or communication systems, air traffic control,
direct life support machines, or weapons systems, in which the failure of the Software could lead
directly to death, personal injury, or severe physical or environmental damage (“High Risk
Activities”). F-Secure and its suppliers specifically disclaim any express or implied warranty of
fitness for High Risk Activities.




GRANT TO USE



You agree and acknowledge that the Software may send information related to the use of the Software
by you and the findings of such use to F-Secure via Internet in obfuscated/encrypted form. You
grant F-Secure the right to use and display statistical security information, other security
related content or material in a non-personally identifiable form and license/device information
submitted by the Software, or by you through the Software, to F-Secure for customer registry,
security research and solution development purposes.




GENERAL




52









 






The license will terminate immediately without notice if you are in breach of any of its terms and
conditions. You shall not be entitled to a refund from F-Secure or any of its resellers as a result
of termination. The terms and conditions concerning confidentiality and restrictions on use shall
continue in force even after any termination.



F-Secure may revise these Terms at any time and the revised terms shall automatically apply to the
corresponding versions of the Software distributed with the revised terms. If any part of these
Terms is found void and unenforceable, it will not affect the validity of rest of the Terms, which
shall remain valid and enforceable according to its terms. In case of controversy or inconsistency
between translations of these Terms to other languages, the English version issued by F-Secure
shall prevail.



These Terms shall be governed under the Laws of Finland without regard to conflict of laws rules
and principles and without regard to the United Nations Convention of Contracts for the
International Sales of Goods. The courts of Finland shall have the exclusive jurisdiction and venue
to adjudicate any dispute arising out of these Terms. Notwithstanding the foregoing, in the case of
purchases made within or on behalf of licensees residing within or operating under the laws of the
United States the governing law of these Terms shall be the laws of the State of California without
regard to conflict of laws rules and principles and without regard to the United Nations Convention
of Contracts for the International Sales of Goods. The exclusive jurisdiction and venue to
adjudicate any dispute arising out of these License Terms shall be of the federal and state courts
of California.



If you have any questions concerning these Terms, or you would like to contact F-Secure for any
other reason, please write: F-Secure Corporation, PL24, FI-00181 Helsinki, Finland, fax: +358 9
2520 5001, e-mail: helsinki@f-secure.com or call: +358 9 2520 0700




August 2006, F-Secure Corporation





53










 





Exhibit 8

SERVICE LEVEL AGREEMENT




I. General





Synacor shall provide the agreed to service levels seven (7) days a week, twenty-four (24)
hours a day, consisting of monitoring, notification, repair of service outages and maintenance,
as set forth in this SLA.




It is expected that the evaluation of Synacor’s performance against this SLA will be evaluated
on a monthly basis beginning ninety (90) days from the date of activation of this SLA.




This agreement excludes events resulting from failures of Content Providers’ hosting and/or
delivery systems, acts of God, war, acts by civil or military authorities, energy shortages, or
other causes beyond Synacor’s control, whether or not similar to the foregoing.




Embarq should direct all requests for support to Synacor’s Technical Support Group. To reach
Synacor’s Technical Support by phone dial 1-866-5358286 or by e-mail at tss@synacor.com



II. Monitoring





In an effort to detect potential problems before they impact the availability and performance
of the system or services, Synacor monitors the status of the systems using both automated and
manual tools employed in its 24 by 7 network operations center (NOC). noc@synacor.com
1-800-716-8347




This monitoring includes but is not limited to:




System availability, Service availability, System load and performance, Network
availability and performance, System Usage



III. System Availability





A. “System Availability” means that the Synacor Services and any software application running
on the servers that support Embarq are fully functional with [*] average uptime, as measured
continuously on a calendar month basis. For these purposes, fully functional means that the
environment and links are continuously operable, available and responsive to Embarq User
without delay or malfunction. System Availability excludes: (i) downtime attributable to
Scheduled Maintenance (as defined herein); (ii) the inability of Users to access Content as a
result of such Users’ Internet/network connection; (iii) impediments affecting the path (route)
traveled in accessing Synacor’s systems except for those facilities owned, operated or
maintained by Synacor or by a third party on behalf of Synacor; and (iv) the inability of
Synacor Providers and Embarq Sourced Content Providers to update or deliver Content, provided
that the inability is not due, in whole or in part, to Synacor.




B. Embarq shall have the right to separately measure System Availability in order to ascertain
and report System Availability deficiencies provided that such measuring does not adversely
affect System availability. In the event of discrepancies between Synacor’s testing results and
those of Embarq, the Parties shall establish a workgroup of individuals from both Parties to
ascertain the source of and reason for the discrepancy, to identify the correct measurements,
resolve in good faith any issues pertaining to the testing methods, and if applicable, to
determine whether a remedy is due to Embarq.




C. System Availability Credits — The System Availability credits set forth below will be
applied to Embarq’s account for each instance of Synacor’s failure to meet the required System
Availability of [*] during any calendar month during the Term of this Agreement. To the
extent possible, the credits will be applied during the calendar month in which such failure
occurs and shall be detailed as a separate line item on the invoice:




	 	a.	 	[*]




 

*CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.



54









 

\




	 	 	 	[*]






	 	b.	 	[*]
	 
	 	c.	 	[*]





IV. Data Integrity and Retention





A. Data Integrity — Synacor employs sophisticated RAID techniques to ensure the integrity of the
data on its servers; the data is written to two disks simultaneously to prevent data loss in the
event of hardware failure. Synacor performs routine server backups for disaster recovery purposes
only. Server backup scope and scheduling is at Synacor’s sole discretion. Synacor shall not
perform backup or restore of the data upon your request unless such backup is provided as a
service under your purchase agreement. In addition, Synacor will maintain the highest level of
data security and confidentiality as is commercially reasonable in this industry.




B. Data Retention — [*]


V. Security





Synacor’s Security Department maintains the security, stability and integrity of Synacor’s
systems and networks as well as to ensure proper conduct by the Users.




System Intrusion — In the event of a system intrusion by a “cracker” or “hacker”, the affected
party(ies) will be notified and a solution will be implemented. Notification will occur upon
identification of intrusion and the investigation of such identifications by Synacor’




Network Security — Synacor maintains network firewalls and intrusion detection devices to prevent
unauthorized access to the network infrastructure and systems. Network attacks such as Denial-of-Service attacks are logged and notification will occur when such attacks are verified.



VI. Scheduled Maintenance Windows



 

*CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.



55









 









Synacor has reserved a two (2) hour window from 3:00am — 5:00am EST every Monday morning for
weekly maintenance, should the need for such maintenance arise. In the event that this window
will be needed in a given week, Synacor will notify the Embarq no less than two business days
prior to the window. If it is determined during the window that the scheduled maintenance will
run over the two (2) hour window, the Embarq will be notified immediately and receive regular
updates until the period is complete. During these scheduled maintenance periods, the system and
services may be unavailable to Embarq and Embarq’s Users. Scheduled Maintenance Windows are not
counted against System Availability percentages.



VII. Emergency Maintenance Notification





In the event that emergency maintenance is required, during which time the system and services
will be unavailable to Embarq and Embarq’s Users. Synacor will notify Embarq during this window
via email to a designated distribution list of Embarq employees. Emergency maintenance windows
are counted against System Availability percentages.



VIII. Incident Management





Synacor’s Embarq Support Group will be responsible for the control and management of incident
calls and their assignment of priority and escalation to resources within Synacor in their sole
and absolute discretion.




When analyzing a case, it is important that the client understand that the Embarq Support Group
will expect the partner or the Users to aid in the analysis by providing any information and
performing any actions or tasks requested by the analyst. The client who is not willing to assist
the analyst must understand that the case may take longer to solve and will not be included in
the measurement of this service level agreement.




The following priority allocations will apply:









Priority 1 —.




These cases are defined as a Synacor system condition where [*]% or more of the User population is
affected in their ability to access services as a result of outage across a service location,
and/or the Synacor system that supports new data subscriber activations is unresponsive.




Time Frame — Response to the client and efforts to resolve the problem will occur within
fifteen (15) to thirty (30) minutes of identification or receipt of notification




Follow-up — Provide updates to the client at appropriate intervals until problem is
resolved.













Priority
2 — These cases are defined as a Synacor system condition
where less than [*]%
of the User population is affected in their ability to access services.




Time Frame — Response to the client and efforts to resolve the problem will occur within four (4)
hours of identification or receipt of notification




Follow-up — Provide updates to the client every four (4) hours until problem is resolved.













Priority 3 — These cases are problems other than those meeting the specifications of Priority 1
or Priority 2.




Time Frame — Response to the client within twenty-four (24) hours of identification or
receipt of notification




Follow-up — Provide updates to the client at appropriate intervals until problem is
resolved.








Upon the identification of a system event, Synacor will make every commercially
reasonable effort to correct the system or service event if the most expeditious manner
possible.



IX. Customer Care Escalations






 


	 	 	 
	*	 	CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.







56









 









Escalation and Tracking Process. Synacor will provide and track trouble-call escalations from
Embarq’s Technical Support Group. Synacor Customer Service will utilize two (2) escalation methods
from Embarq:




(a) E-mail: Embarq will e-mail Synacor its request for support: tss@synacor.com
A Synacor customer agent will respond to the question with the answer or will issue a Tracking
number to each matter that is escalated (as set forth above). The Synacor customer agent will
then notify the Embarq escalation group with the appropriate timeline for any escalation to be
resolved.




(b) Phone: Embarq can reach Synacor’s Embarq Care group 24 hours per day, 7 days per week by
calling 1-866-535-8286. In the event that a support issue requires Priority 1 treatment, or is
otherwise better addressed by a telephone call rather than e-mail, Embarq may bypass
Escalation Level 1 (as defined below) support and apply Escalation Level 3 support and
initiate a call directly to a Synacor support specialist. Such calls will be placed solely
from the Embarq escalation group person(s) who is/are responsible for initiating Level 3
support requests. Following each such call, a Embarq escalation Level 3 support person will
send an e-mail confirming all the technical details regarding the issue. Synacor will then
follow the same process of tracking such issues via the e-mail Tracking system. Synacor will
provide prior written notice to Embarq of any change in the telephone contact number.




The escalation process begins with the troubleshooting, diagnosis, and resolution processes. As
Embarq’s service team receives alerts they will be prioritized by Synacor based on the gravity and
urgency of the underlying problem and assigned to a Synacor support technician in accordance with
the Synacor Escalation Response Times and the Issue Severity tables set forth below.




Each time Synacor escalates an issue to the next level, Synacor shall send an email confirming
escalation. The email shall go to Embarq’s designated contact for the applicable Level.




Escalation Levels




Level 1 — Email




     Technical Support Agent: Synacor Technical Support Agents available 24 hours per
day, 7 days per week.




Level 2 — Voice




     Support Specialist: If Level 1 issue is not resolved within 4 hours from the
time the issue is reported to Level 1, then Synacor will automatically escalate to
Level 2.




Level 3




     Support Management: If Level 2 issue is not resolved within 2 hours from
the time the issue is escalated to Level 2, then Synacor will automatically escalate
to Level 3.




Level 4




     Account Manager: If Level 3 issue not resolved within 1 hour from the time the issue is escalated to Level 3, then Synacor will automatically escalate to Level
4.




Level 5




     Product Management: If Level 4 issue not resolved within thirty minutes
from the time the issue is escalated to Level 4, then Synacor will automatically
escalate to Level 5.




Level 6




     Vice President: If Level 5 issue not resolved within thirty minutes from the
time the issue is escalated to Level 5, then Synacor will automatically escalate to
Level 6.




57









 




Synacor will maintain a table with contact information for the Level 1 — Level 6 contacts and
will be responsible for keeping it current. The contacts and response times will be
distributed to Embarq and/or provided in Embarq’s administration information section located
at admin.Synacor.com.




X Reporting



Synacor will provide to Embarq, through a web-based interface, any and all User reporting that
Synacor tracks following a schedule mutually agreed upon by the Parties. Furthermore, Synacor will
use its best efforts to provide, through the same web-based interface, access to the following
reporting tools, to the extent any of the following data points are not normally tracked by
Synacor. All data points below will be differentiated between Business and Consumer Users:





SUBSCRIBER DATA




	 	1.	 	Number of Registered Users
	 
	 	2.	 	Number of Active Users by Usage Level (Daily, Monthly, Quarterly)
	 
	 	3.	 	User Cancellations






MONTHLY USAGE DATA




	 	1.	 	Unique Users accessing Premium Services
	 
	 	2.	 	Unique Users accessing Portal
	 
	 	3.	 	Hits/redirects to each Content Provider






EMAIL USAGE DATA




	 	1.	 	Number of Users (Primary and Secondary)
	 
	 	2.	 	Storage Capacity Used
	 
	 	3.	 	POP vs. Webmail

	 
	 	4.	 	Anti-spam Statistics
	 
	 	5.	 	Total Unread & Deleted Messages






WEB SEARCH DATA




	 	1.	 	Total searches
	 
	 	2.	 	Top 100 URLs searched (report will be provided upon request)






ONLINE SECURITY DATA




	 	1.	 	Activations
	 
	 	2.	 	Downloads
	 
	 	3.	 	Utilization






Such reporting tools can be enhanced as mutually agreed at Synacor’s standard professional
services rate.



58









 





Exhibit 9




SEARCH REVENUE SHARING ADDENDUM

TO

SYNACOR MASTER SERVICES AGREEMENT



1. Definition of Search Services and Selection of Search Services Provider. Synacor shall
provide services that enable consumers to receive descriptions and links associated with search
results from search boxes (“Search Services”) placed within the Embarq Portal(s) and other Embarq
websites (the “Sites”) through its agreement with a Search Services provider (“Search Services
Provider”). [*].




     a. Operation of Search Services. Each time a User enters a search request in a search
box (a “Search Query”) Synacor shall return to such User a set of up to ten (10) search results
(each such set being referred to as a “Search Results Set”) and additional paid links (“Sponsored
Links” or “AFS Ads”) as agreed to by the Parties.



     b. Hosting
and Control. At all times during the C.O. Term Synacor shall (a) host and
maintain any and all pages that comprise the Sites; (b) maintain complete technical and editorial
control of the Sites; and (c) act as the intermediary for all transmissions between Search Services
Provider and the Sites.



     c. Context Sensitive Advertising. The Parties may agree to provide context sensitive
advertising (“Adsense for Content Ads” or “AFC Ads”) within the Embarq Portal(s) or other Embarq
controlled websites.


2. Disclaimers. Embarq understands and agrees that Search Services Provider shall not be
liable for any damages, whether direct, indirect, incidental or consequential, arising from the
Site’s access to or use of the Search Services;



3. No Warranties. Embarq understands and agrees that Search Services Provider makes no warranties,
express or implied, with respect to the Search Services, including without limitation, warranties
for merchantability, fitness for a particular purpose, and non-infringement;



4. Embarq Not Third Party Beneficiary. Embarq expressly acknowledges and agrees that Embarq
is not a third party beneficiary under any agreement between Synacor and Search Services Provider.



5. Fees and Payment Terms.




     a. AdSense for Search. Subject to the terms and conditions of this Addendum, for each month
during the Services Term Embarq shall receive the Applicable Percentage (as defined below) of Net
AFS Revenues attributable to such month.



     b. AdSense for Content. Subject to the terms and conditions of this Addendum, for
each month during the Services Term Embarq shall receive the Applicable Percentage of Net AFC
Revenues attributable to such month.



     c. Ad Revenues; Applicable Percentage; Applicable Deduction.





     i. “Net AFS Revenues” means (i) Ad Revenues derived from clicks on AFS Ads
(excluding Non-Qualifying Ads as defined below) minus (ii) the Applicable AFS Deduction.




     ii. “Net AFC Revenues” means (i) Ad Revenues derived from clicks on AFC Ads
(excluding Non-Qualifying Ads as defined below) minus (ii) the Applicable AFC Deduction.


 

*CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.



59









 






     iii. “Ad Revenues” means gross ad revenues minus agency fees, referral fees, costs
related to third party advertising service providers, and discounts.




     iv. “Applicable Percentage” with respect to any calendar month during the Services
Term shall be [*].




Example:



[*]




     v. “Applicable AFS Deduction” in any calendar month during the Initial Term means
[*].




     vi. “Applicable AFC Deduction” in any calendar month during the Initial Term means
[*].




     vii. Notwithstanding any of the foregoing under this Section, Synacor shall not
be liable for payment in connection with (i) any amounts which result from invalid queries,
or invalid impressions of (or clicks on) ads, generated by any person, bot, automated
program or similar device, including, without limitation, through any fraudulent act, as
reasonably determined by Synacor; and (ii) ads that advertise Search Services Provider
products or services (collectively, “Non-Qualifying Ads”). The number of queries, and
impressions of and clicks on ads, as reported by Search Services Provider, shall be the
number used in calculating payments hereunder.



     e. Payment Terms. All payments due a Party shall be made by such other Party within
forty-Five (45) days after the end of each applicable quarter in which the applicable AFC Ads,
AFS Ads, or Search Results Sets were displayed. All payments shall be made in full in United
States Dollars.





 





	 	 
	*	CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.






60









 





Exhibit 10




Embarq Advertising and Content Guidelines




The following types of Content will not be offered without written consent of Embarq:





Mature and Adult Entertainment. This type of content can generate considerable
controversy, even if legal, non-pornographic, and widely available in print format,
including such things as frank relationship and sex advice, and suggestive or prurient
images and stories.




Violent Games and Video. The effect of violence on children is much debated, and
controversy can be created if minors are allowed to access violent content without
parental approval.




Gambling and Sweepstakes. Gambling is illegal in many states, and closely
regulated in all states. Similarly, sweepstakes are subject to complex rules and are
frequently scrutinized closely by consumer protection and law enforcement officials.




Services Targeted to the Disadvantaged. When it first became widely available,
900 pay-per-call service was used to sell a variety of goods and services that
allegedly were not provided or were misrepresented. (For example, for a $40 charge on
his telephone bill, a caller received an application for a debit card instead of the
promised credit card.)




Services Without Value to Customers. Examples include psychic advice and other
personal services that many consumers and law enforcement agencies believe are harmful
or misleading.




Illegal, Unethical, Brand-Diminishing Content. Embarq reserves the right to
remove or disapprove any Content which it deems in its sole discretion as unethical or
conflicting with “The Embarq Principles of Business Conduct” or which tends to attract
governmental scrutiny, increased legal liability or damage to Embarq’s brand.




Competitive Services and Contractual Obligations. Embarq reserves to right to remove or
disapprove any Content which it deems competitive to Embarq Services or which conflict with any
existing contractual obligation Embarq may have. If Embarq invokes this content limitation, it
will provide an explanation to Synacor detailing, subject to confidentiality agreements, the
reason for removal or disapproval.



61









 





Exhibit 11




Illustration of Carriage Fees




	 	 	 	 	 
	[*]	 	[*]	 	[*]







 





	 	 
	*	CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.






62









 





Exhibit 12

Roles and Responsibilities




	 	 	 
	Synacor	 	Embarq
	Integration and Testing

	 	Integration and Testing
	 
	 	 
	•   Mutually develop integrated
systems and APIs to support new
account registrations, account
information updates, Premium
Service Offerings,
account/service cancellations,
and Data Technician Support
Tools.

	 	•   Mutually develop integrated
systems and APIs to support
new account registrations,
account information updates,
Premium Service offerings,
account/service cancellations,
and Data Technician support
tools.

	•   Development necessary to
integrate EMBARQ
E-Commerce website functionality
into Portal for both residential
and business customer
applications.

	 	•   Development necessary to
integrate EMBARQ
E-Commerce website
functionality into Portal for
both residential and business
customer applications.

	•   Beta testing and system
integration certification

	 	•   Beta testing and system
integration certification

	•   Provide Embarq with escalation
contacts and protocols.

	 	•   Provide Synacor with escalation
contacts and protocols.

	 
	 	 
	Synacor agrees to participate in the
migration of User accounts, User data
and mailbox data from Earthlink to
Synacor. The details of the obligation
have yet to be determined; however, the
following efforts will be considered to
be within the scope of this agreement if
they are deemed necessary:
	 	 
	•   Development of API’s to allow
Earthlink or Embarq to access
details within Synacor’s
database, such as the migration
status of any account
	 	 
	•   Development of processes for
communication with Embarq’s
systems to provide functionality
such as user deactivation and
	 	 






63









 






	 	 	 
	Synacor	 	Embarq
	   communication of migration
status
	 	 
	•   Development of processes for
communication with Earthlink’s
systems to provide functionality
such as email import,
addressbook import, forward
filter creation, account
deactivation, account status
messages, and related data
transactions
	 	 
	•   Creation of a set of pages that
act as a mailbox migration
wizard for customers to utilize
for self-migration
	 	 
	•   Ingestion of user/password data
from batch files or another
mechanism, for use in setting up
accounts
	 	 
	•   Import of mailbox data from
physical devices such as
removable drives or tapes
	 	 
	•   Technical consulting with
Embarq and Earthlink as needed
to facilitate the definition and
execution of the migration
process
	 	 
	 
	 	 
	•   Account Provisioning, Software,
and Billing

	 	CPE, Installation, and Billing
	 
	 	 
	•   New Account Creation
(including username / password,
email account, and Portal log-in
capability) Email software

•   Security software

•   Provide Credit Card billing for mutually agreed upon Synacor Premium Services offered through the Portal.
	 	•   Provide CPE

•   Provide provisioning software,
incorporating Synacor and
Embarq account installation
functionality

•   Provide billing for CPE

•   Provide billing for HSI Service

•   Provide billing for mutually
agreed upon Synacor Premium
Services offered through the Portal







64









 






	 	 	 
	Synacor	 	Embarq
	ISP Services:

	 	ISP Services
	 
	 	 
	Synacor will provide services consistent with the services it provides its other broadband service subscribers, as they may change from time to time, which
currently includes:
	 	•   Connection/authentication to
the Internet

•    DHCP / IP leasing

	 
	 	 
	•   Email boxes, POP and Web based
	 	 
	•   Anti-spam software
	 	 
	•   Anti-popup software
	 	 
	•   Anti-spyware software
	 	 
	•   Anti-virus software
	 	 
	•   Anti-“phishing” software
	 	 
	•   Toolbar
	 	 
	•   Parental Controls
	 	 
	•   Personal firewall

	 	 
	•   Customer Support
 

	 	Customer Support
	•   On-line functionality via the
Portal for EMBARQ customer
account ‘self-help’ such as:
add/delete/change email
accounts, password reset
functionality, Portal tutorial,
account profile updates, and
other general self-help
information as mutually agreed
upon during Portal Design.

•   Training and documentation for
EMBARQ Sales and Care
Representatives.

•   Training and documentation for
EMBARQ Tier 0, 1, and 2 Data
Technicians providing support to
EMBARQ customers related to
the Portal, Email, Premium
Products and Internet Security
Software services.

•   On-Line Support Tools for
EMBARQ Data Technicians to
utilize in Tier 1 and Tier 2

	 	•   Training and internal
documentation for EMBARQ
customer care representatives
related to HSI sales, including
Portal, Security, Email, and
Premium/Value Added
Services.

•   Training and internal
documentation related to Tiers
0,1, and 2 Technical Support.

•   Customer inquiries related to
EMBARQ billing.

•   Customer service
upgrades/downgrades

•   Tier 0, 1, and 2 Support as
defined in the following
Customer Technical Support
Matrix.







65









 






	 	 	 
	Synacor	 	Embarq
	     support services (see section
7.19 of this contract order).

•    Tier 3 Support as defined in
the following Customer Technical
Support Matrix.
	 	 






Customer
Technical Support Matrix




	 	 	 	 	 
	 	 	EMBARQ	 	 
	Customer Care Level	 	Responsibilities	 	Synacor Responsibilities
	 
	 	 	 	 
	Tier 0

	 	Tier 0
	 	Tier 0
	•    Tier 0 consists of
“ecare” in the form of
Frequently Asked
Questions (FAQs) that
are accessed via Service
Subscriber’s
www
access

•    Service Subscriber must
have basic connectivity
to access Tier 0
services

•    FAQs will include
contact information for
Service Subscribers
(phone numbers, etc.)

	 	•    Prepare FAQs that address Service Subscriber questions
regarding the following:

-    EMBARQ Billing Practices

-    General EMBARQ service questions

-    General Connectivity questions

-    General Internet questions

-    General Browser questions

-    HSI Value Added Services — EMBARQ

-    HSI Speed Options

•    Provide and update,
pertinent Web addresses,
CHAT links, and phone
numbers for Service
Subscribers to use for
additional questions.

	 	•    Prepare FAQs that

address Service
Subscriber questions
regarding the
following:

-    Portal

Customization/Tutorial

-    Internet Security

-    Email

-    Search Function

-    Premium Services

•    Provide Self-Help

Functionality on the
Portal
such as:

-    Username Updates

-    Password Resets

-    Add/Delete Emailboxes

-    General Account Profile
Updates

-    Portal Tutorial

-    Portal Customization







66









 






	 	 	 	 	 
	 	 	EMBARQ	 	 
	Customer Care Level	 	Responsibilities	 	Synacor Responsibilities
	 
	 	 	 	 
	Tiers 1 and 2

	 	Tiers 1 and 2
	 	Tiers 1 and 2
	
•   Tier 1 and 2 Support
consists of one-to-one
interaction between a
Service Subscriber and a
Customer Service
Representative via
email,
CHAT or
telephone.


•   Tier 2 is an escalated
layer of care that
consists of one-to-one
contact between
Customer Service
Representatives and
Service Subscribers.
Tier 2 Customer Care
Representatives
address issues
escalated from Tier 1
Customer Care
Representatives.


	 	EMBARQ to provide all
Tier 1 and 2 customer
support as
follows:

•   Provide email address,
chat function or
telephone number for Service
Subscriber to
contact Customer
Service Representative
to resolve questions
relating to the
following:


-   Account/billing inquiries

-   Order status/inquiries,

-   CPE provisioning inquiries

-   Order cancellations

-   Service upgrades or downgrades

-   Service cancellations

-   Internet Connectivity

-   Sync

-   Modem/equipment issues

-   HSI Installation

-   Account Registration

-   Proxy or firewall software, or network configuration issues

-   Email configuration/issues

-   Security download issues

-   Portal Issues

-   Username/Password look-up or reset

	 	Synacor does not provide
Tier 1 or Tier 2 support to
EMBARQ customers.






67









 






	 	 	 	 	 
	 	 	EMBARQ	 	 
	Customer Care Level	 	Responsibilities	 	Synacor Responsibilities
	 
	 	 	 	 
	Tier 3

	 	Tier 3
	 	Tier 3
	Tier 3 issues involve any
issue that could not be
resolved at the Tier 2
layer,
such as:

•   Network Issue/Outage

•   Registration Connectivity between Synacor and EMBARQ

•   Internet Security Software

•   Email

•   Portal Access/Functionality


	 	
•   Embarq is responsible
for network operations
and connectivity on the
Embarq Network.

	 	
•   Resolve problems that
are escalated from
Embarq Tier 2 in the
form of trouble tickets or
telephone escalations.








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Exhibit 13




Change Management Requirements





	1.	 	Each Party will use commercially reasonable efforts to notify the other Party by telephone
and email of any change associated with any of such Party’s software or equipment that affects
the interfaces between the Parties’ systems, including a suggested implementation plan.
Notification will be communicated to the Parties’ respective Contract Representatives. The
Parties mutually shall agree upon any implementation plan.






	 	•	 	The Party whose software or equipment change is affecting the
interfacing of the Parties’ system will make software upgrades or equipment
upgrades that address the issue, if necessary.
	 
	 	•	 	Such Party will provide documentation as needed that insures the
successful implementation of the software upgrade or equipment upgrade. A back out
plan to remove such upgrade will also be documented should it be needed.
	 
	 	•	 	Each Party will comply with the time frames mutually agreed upon
in the implementation plan.






	2.	 	In the event Synacor implements a change affecting Embarq, Synacor agrees to have a
Synacor representative attend a reasonable number of change management calls designated by
Embarq at mutually agreeable times.





Reporting Problems





	1.	 	CSR encounters problem.
	 
	2.	 	CSR enters problem into Issues Log, or if a CTSC representative, places a call to the
appropriate Operations Project Manager with responsibility to address the type of problem
encountered.
	 
	3.	 	Issues Log and any calls received from the CTSC are reviewed by Embarq within 24 hours of
entry/receipt by the appropriate Operations Project Manager to determine if the problem is
functional or technical in nature.






	 	3.1	 	Functional issues are resolved by the appropriate Operations Project Manager.
	 
	 	3.2	 	Technical issues are reported to the Rapid Problem Management (RPM) Team or the
ESC/Helpdesk by the Operations Project Manager, who is responsible to supply the
necessary information for reporting the problem. The reporting numbers are:


RPM Team at 1-800-578-2209






69









 






	 	 	 	This number is the number which goes directly to the RPM Team. This number should only be
used for critical issues affecting multiple Users.


ESC/Helpdesk at 1-877-726-4357


This number is used for single issues and goes through an IVR unit menu structure.






	4.	 	The RPM Team or the ESC/Helpdesk will open a ticket and either resolves the problem on-line
or dispatch the ticket to the appropriate fix agent.





Legend

CSR- Customer Service Representative in Call Centers or Customer
Technical Support Center (CTSC)

ESC- Enterprise Solutions Center

FMC- Force Management Center

SME- System Matter Expert

TSA- Technical System Analyst





70









 





Service Assurance & Monitoring Rapid Problem Management Team 




High Severity Incident and Problem Management Policies and Guidelines





	1.	 	Purpose and Scope: This Exhibit defines the principles, guidelines and processes used by the
Embarq Rapid Problem Management Team in providing end-to-end high severity incident and
problem management for the owners of Embarq’s systems, applications, and services. (Throughout
this exhibit, the term “product/service” refers to systems, products, applications, and
services supported by Rapid Problem Management).
	 
	2.	 	Rapid Problem Management: The Rapid Problem Management Team (RPM) in partnership with other
support organizations at Embarq is responsible for minimizing critical service disruptions
through rapid response, focused management, and clear, concise communications to Embarq, its
fix agents and management. The RPM team is the single point of contact for major service
outages and is staffed 7X24X365. The RPM team manages all severity 1 and 2 outages starting
with detection and ending with Embarq verification upon restoral.
	 
	3.	 	Reporting Sev1/Sev2 outages to the RPM team: The RPM team receives reports from an ESC
analyst or via the RPM team’s Key Customer line.






	 	3.1.	 	A “Key Customer” is one that has been given permission to report high severity
incidents directly into the RPM team via the Key Customer line. This process enables a
system matter expert representing a large Embarq community to identify and report major
service disruptions directly to the RPM team increasing the accuracy of the incident report
and significantly reducing the reporting time and the RPM team’s call volume.
	 
	 	3.2.	 	In all cases, to resolve an issue quickly the RPM team needs a detailed description of
the major service outage from the reporter, a valid 24X7 Embarq contact and an
understanding of the impact to the business. Incidents are evaluated for severity
assignment based upon the availability of a work-around, legal/regulatory/fmancial impact
and impact to critical applications or sites and business operations. (See severity
determination below.)
	 
	 	3.3.	 	When an ESC analyst identifies a severity 1/severity 2 incident, data is gathered and a
Service Center ticket is created. The ticket is documented and first level trouble-shooting
is performed. The identifier is then warm-transferred to the RPM team. The RPM team will
ask any additional required questions and then will advise the identifier of how the
incident will be pursued.
	 
	 	3.4.	 	For incident resolution the RPM team uses a process also called Rapid Problem
Management or RPM.






	 	3.4.1.	 	Some of the components of RPM are:






	 	3.4.1.1.	 	Rapid Problem Management documents all product/service components and
potential fix agencies.




71









 






	 	3.4.1.2.	 	A Rapid Problem Management Team includes all primary fix agents
on-call, key members of management and other stake-holders.
	 
	 	3.4.1.3.	 	All secondary fix agencies are documented and paged on an as needed basis.
	 
	 	3.4.1.4.	 	Conference bridges may be established and all necessary participants are paged
to join.
	 
	 	3.4.1.5.	 	The user of the product/service is invited to join the bridge to assist with
incident resolution and to relay information between the fix agents and their
peers/co-workers.
	 
	 	3.4.1.6.	 	The RPM team will send regular pages to pre-established contact lists to keep
management and other stake-holders apprised of status.






	4.	 	Rapid Problem Management Paging. Update pages are only sent between the hours of 07:00 –
19:00 Central time weekdays.






	 	4.1.	 	Throughout the duration of a severity 1 outage the RPM will track and update the
associated record using Service Center. The RPM team will also provide paging updates
to management and users at regular intervals as described below:






	 	4.1.1.	 	Initial page — the initial page will be sent within 30 minutes of the initial report
to RPM and will provide a ticket number, date, a brief description of the problem,
impact, status and what time the next update will be provided.
	 
	 	4.1.2.	 	Update page — the update page is sent every two hours until bypass is achieved, and
will provide a ticket number, date, a brief description of the problem, impact, an
updated status and what time the next update will be provided.
	 
	 	4.1.3.	 	Restoral page — the restoral page will be sent as soon as Embarq verification is
complete, and will provide a ticket number, date, brief description of the problem,
impact, status will be what action was taken for bypass and a restoral time.






	5.	 	Problem Tracking: Every ticket opened by RPM is continually updated by the RPM team until
bypass is reached. Once bypass is achieved the ticket is assigned. From that point on the
“owner” of root cause should continue to update the record until it is closed. This record
includes key diagnostic information, actual work done, notification given, escalation
requests, ticket transfers and ICA/RCA. The Service Center ticketing system root cause module
supports the ICA/RCA activities.
	 
	6.	 	Ticketing System Requirements: Currently there is one ticketing system used by the incident
and problem management groups, which is known as Service Center. Incidents and problems for
all products or services supported by ESC and RPM are tracked through Service Center. Every
production fix agency must have an assignee group name in Service Center.
	 
	7.	 	Severity Level Definitions: All incidents managed by Rapid Problem Management will have a
severity level assigned indicating the impact to business operations. The valid severity
levels are defined below.




72









 












	 	7.1.	 	Severity 1 incidents are those which cause a critical impact to the business function and
render the product/service unavailable/unusable. These incidents justify immediate management
attention and dedicated resources to resolve as quickly as possible.
	 
	 	7.2.	 	Severity 2 incidents are those that severely impair the use of a business critical
product/service. Business impact justifies priority attention and dedicated resources to solve
the problem in a timely manner.
	 
	 	7.3.	 	Severity 3 incidents are those which result in minimal impact to the business function and
customer. These incidents require timely resolution to minimize future impacts. Resources
should be allocated to work the incidents in accordance with normal managerial planning and
prioritization processes. All severity 3 problems should be reported to the ESC.





               Definition of Terms:




	 
	 	7.4.	 	Fix Agency: A fix agency is the product/service owner, the group responsible for actually
resolving the incident. Fix agents that support applications/services that are managed by the
RPM team have a 5 minute SLA to respond to the RPM team’s page.
	 
	 	7.5.	 	Problem Area Coordinator (PAC): A Problem Area Coordinator represents the fix agency in the
coordination and administration of incident records. The PAC ensures that personnel within
their organization follow procedures for working incident records, and serves as a primary
contact for the incident management process. The RPM team will not assign records to fix
agencies without their prior knowledge and consent. However, once the record is accepted it
will be the responsibility of the PAC to resolve, document ICA/RCA, close or arrange a
transfer to another agency if required.
	 
	 	7.6.	 	Knowledge Base: The Rapid Problem Management Team’s knowledge base is a repository for
information about technology products and services used by Embarq business units. It contains
specific information about all the products and services we support. It identifies the owners
and fix groups who support these products and services. Information collected during the
planning phase is added to the knowledge. As support plans change for a specific product or
service, updated information must be provided to the RPM team.
	 
	 	7.7.	 	Incident Bypass: Bypass occurs when the outage documented in the incident record is over or
when a temporary or alternate resolution, acceptable to the customer, becomes available and
service has been restored.
	 
	 	7.8.	 	Incident Closed: The incident is closed when service has been restored, root cause analysis
(RCA) and irreversible corrective action (ICA) completed, and the ticket has
been updated.
	 
	 	7.9.	 	SME: Person who is an ‘Expert’ in the subject area of concern.






[*]



 




	 	 
	*	CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED  AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.






73