EX-10.16.2



 




EXHIBIT
10.16.2



CONFIDENTIAL
TREATMENT REQUESTED



SCHEDULE F — FIRST RENEWAL

TO

SYNACOR MASTER SERVICES AGREEMENT


SEARCH REVENUE SHARING ADDENDUM




     This Schedule F — First Renewal shall become effective July 1, 2005, shall supersede the prior
Schedule F the term of which terminated on June 30, 2005 and shall become a part of and is governed
by the Synacor Master Services Agreement dated September 30th., 2004 by and between
Synacor, Inc. and Charter Communications Holding Co., LLC (“Client”), including any schedules,
attachments, or exhibits attached thereto (collectively, the “Agreement.”), and establishes the
terms and conditions under which the Parties will work together to facilitate the delivery of
search related services to Client’s Users. Except to the extent expressly modified herein, all of
the terms and conditions of the Agreement shall apply to this Addendum. If any provision of this
Addendum conflicts with a provision of the Agreement, the provisions of this Addendum shall
control. Any capitalized terms used in this Schedule F and not defined herein shall have the
meanings ascribed to such terms in the Agreement.


1. Definition of Search Services and Selection of Search Services Provider. A component of
Synacor’s Service to Client shall include features that enable Users to receive descriptions and
links associated with search results from search boxes (“Search Services”) placed within the Client
Branded Portal and other Client websites (the “Sites”) through Synacor’s 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 Services Term (defined below) 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 Client Branded Portal or other
Client controlled websites.


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



5. [*]




			
	 	 	 
	Search Revenue Sharing Addendum — Schedule F
	 	1





 


	 	 	 
	*	 	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.










 









 





[*]



6. Fees and Payment Terms.




     a. Search Services. For all Search Fees, Synacor shall bill Client monthly at the rate of
[*]


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



     c. AdSense for Content. Subject to the terms and conditions of the Agreement, for each month
during the Services Term Client shall receive the Applicable Percentage of Net AFC Revenues
attributable to such month.



     d. 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.




               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 the following:



[*]




 



			
	Search Revenue Sharing Addendum — Schedule F
	 	2






 





	 	 
	*	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.






 









 







               v. “Applicable AFS Deduction” in any calendar month during the Services Term
means [*] Notwithstanding anything to the contrary, Synacor reserves the right to
increase the Applicable AFS Deduction [*]
 by providing: (i) advance written notice to Client, and (ii)
documentary evidence of such increased cost.




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




			
	 	 	 
	Search Revenue Sharing Addendum — Schedule F
	 	3







 





	 	 
	*	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.






 









 







               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 thirty (30) 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.




7. Term. This Addendum will become effective on July 1, 2005 and shall run concurrently
with the Agreement. The term of this Addendum may also be referred to as the “Services Term.”



8. No Third Party Beneficiaries. The parties agree that the terms of this Agreement and the
parties’ respective performance of obligations hereunder are not intended to benefit any person or
entity not a party to this Agreement, that the consideration provided by each party under this
Agreement only runs to the respective parties hereto, and that no person or entity not a party to
this Agreement shall have any rights hereunder nor the right to require the performance hereunder
by either of the respective parties hereto.



9. Supplement To Agreement. The terms and conditions of the Agreement will remain in full force
and effect, except as modified by this Amendment. This Amendment will serve only to supplement the
Agreement. This Search Revenue Sharing Addendum First Renewal shall supercede the Search Revenue
Sharing Addendum dated as of



The foregoing is hereby agreed and accepted by:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SYNACOR, INC.	 	 	 	CLIENT:
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CHARTER COMMUNICATIONS HOLDING

COMPANY, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ George Chamoun
	 	 	 	By:
	 	/s/ Jeff Jay	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: George Chamoun

	 	 	 	 
	 	Name: Jeff Jay	 	 	 	 	 	 
	

	 	Title:   SVP Product Development
	 	 	 	 
	 	Title:   VP Product Development	 	 	 	 	 	 
	Date:

	 	10/24/05
	 	 	 	Date:
	 	 
	 	 	 	 	 	 






			
	 	 	 
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