EX-10.16.3



 




EXHIBIT 10.16.3


CONFIDENTIAL
TREATMENT REQUESTED



AMENDMENT

TO

MASTER SERVICES AGREEMENT



The parties hereto agree to the terms of this amendment (the “Amendment”) to Schedule A to the
Synacor Master Service Agreement, dated as of the 16th day of September, 2005 by and between SYNACOR,
INC. (“Synacor”) and Charter Communications Holding Company, LLC (the “Agreement”). (“Client”),
collectively the “Parties” to which this Addendum is attached and made a part, relating to, the use
by Client of certain premium content (the “Premium Content”) provided to Synacor by one or more
third parties (individually a “Provider” and collectively the “Providers”). All terms defined
herein shall be applicable solely to this Addendum. Any defined terms used herein, which are
defined in the Agreement, shall have the meanings ascribed to them in the Agreement.




WITNESETH:




     WHEREAS, Section 3(a)(ii) Synacor Premium Product Fees, Music Bundle provides that the
current Cost to Client is [ * ]; and



     WHEREAS, the Charter Music service originally included unlimited subscription song downloads
to a personal computer



     WHEREAS, the Parties both agree to provide the capability that enables unlimited downloads to
a personal computer, but also the ability to transfer the subscription downloads to supported
portable device(s).



     NOW, THEREFORE, in consideration of the premises and of the mutual agreements set forth
below, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:



     1. Music Product Additions. Charter Music provides unlimited streaming and music downloads to
Subscribers. DRM, Digital Rights Management, is used by a music provider to ensure that songs that
are downloaded are not used in a manner that violates the rights of the copyright owner. At the
time of execution of Schedule A, the music provider DRM technology supported the PC
subscription-based music licenses (the “PC Subscription Model”) and the music provider DRM
supported the purchase by Users of permanent licenses to individual music tracks or albums which
may be downloaded by Users (the “Purchase Model”) for a fee. The music provider DRM now also has
the capability necessary to support the transfer of subscription downloads to Windows Media 10
supported portable devices (the “Portable Subscription Model”) and Synacor hereby agrees to make
such Portable Subscription Model available to Client and its Users in connection with the Charter
Music service.



     2. Subscription Pricing: Synacor shall maintain the PC Subscription Model pricing, currently [ * ]. In addition, a new product will be available that
supports the Portable Subscription Model. From launch of the Portable Subscription Model through
[ * ], the per month subscriber fees for the Portable Subscription Model will be [ * ] so
long as Client offers its Users the Portable Subscription Model for [ * ] per month. Should Client
choose to raise such price then Synacor may elect to raise its monthly price to Charter of the
Portable Subscription Model by an amount no greater proportionately than that by which Client
elects to raise its per month subscription fees for the Portable Subscription Model. Prior to
January 31, 2006, Synacor will propose a new



 


	 	 	 
	*	 	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.








 









 




addendum for Charter’s consideration and prior approval covering pricing for both Portable
and Non-Portable Subscription Models applicable after March 31, 2006.




     3. Music Download Purchase Model — Revenue Share. The Parties agree that all revenues and
Client’s portion of the costs of the Download Model (including, but not limited to, actual and
direct costs to Synacor assessed with respect to obtaining content from its music provider,
additional actual and direct per transaction charges imposed by its music provider on, or passed
through to, Synacor (e.g., studio fees), label and publishing fees, Verisign or other third party
transaction costs, and credit card processing fees (collectively, “Costs”)) shall be aggregated
and that Synacor shall share the Net Revenues (as defined herein) equally with Charter in
accordance with the applicable provisions of the Agreement. Net revenues shall be calculated as
total gross revenues generated from Users of Charter Music through the Purchase Model from all
purchases of music tracks or albums, less (a) Client’s portion of the Costs, (b) refunds that
Synacor or Client’s agents refund to a User, and (c) charge-backs (i.e., charges that credit card
merchant pay to a customer after the customer successfully disputes an item on his or her credit
card statement.) (hereinafter “Net Revenues”).



     4. Purchase Model Consumer Pricing. Client and Synacor agree that the initial charge to
Users of Charter Music for downloads of individual tracks under the Purchase Model will be [ * ] for albums in accordance with requirements of content owners.



     5. Commercial Free Radio. Synacor shall provide a private label commercial free radio
service for Charter High Speed Internet Subscribers. [ * ]




The parties have agreed to the terms and conditions listed above.






	 	 	 	 	 	 	 	 	 
	SYNACOR, INC	 	CLIENT: CHARTER

COMMUNICATIONS HOLDING COMPANY, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ George Chamoun
	 	By:
	 	/s/ James Henderson, Jr.	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: George Chamoun	 	 	 	Name: James Henderson, Jr.	 	 
	 

	 	Title:
	 	 	 	Title: Vice President Business Development	 	 
	 
	 	 	 	 	 	 	 	 
	Date:	 	Date: September 30, 2005	 	 







	 	 
	 
	 	 
	*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.