Amendment #1 to Second Amended and Restated Master Services Agreement between Synacor, Inc. and Qwest Corporation, effective as of March 1,2018

Definitions: The existing definitions in the Agreement are hereby replaced with the following new definitions for such terms:

Section 1(c) of Schedule E of the Agreement is hereby deleted and replaced with the following (which revision will apply throughout the Term of the Agreement):

“Content” means games, video, music, audio, images, graphics, statistics, and text that is viewable by or accessible to a Content Subscriber or User including without limitation (i) Programmer Content, and (ii) Synacor Sourced Content, Client Sourced Content, Portal Content, Premium Content, and (iii) any logos, trademarks, service marks, meta data, or other materials made available in an Offering.

Section 1(i) of Schedule E of the Agreement is hereby deleted and replaced with the following:

“Synacor Sourced Content” means the Content provided by Synacor or Synacor Providers through Synacor.

Data:  The 3^rd sentence of Section 2.5 of the Agreement is hereby deleted and replaced with the following:

License: Section 4.1 of the Agreement is hereby deleted and replaced with the following:

Cloud ID Term:  Section 7.1 will be modified by adding the following to the end of such Section 7.1:

Schedule A Revisions:

Section 4(a)(iv) of Schedule A is hereby deleted. New Subsection 4(a)(iv) is added to Schedule A as set forth below.  

Section 4(b)(iv) of Schedule A is hereby deleted. New Subsection 4(b)(iv) is added to Schedule A as set forth below.  

Schedule J: A new Schedule J is hereby included in the Agreement as attached hereto related to the Cloud ID Services.

Scope of Amendment:  This Amendment supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of this Amendment and all past dealing or industry custom.  This Amendment shall be integrated in and form part of the Agreement upon execution.  All terms and conditions of the Agreement shall remain unchanged except as expressly modified in this Amendment; and the terms of the Agreement, as modified by this Amendment, are hereby ratified and confirmed.  Where the terms of the Agreement conflict with those of this Amendment, however, the terms of this Amendment shall control.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

SYNACOR, INC.

QWEST CORPORATION

By:

/s/ William J. Stuart

By:

/s/ Robert W. Smith II

Name:

William J. Stuart

Name:

Robert W. Smith II

Title:

CFO

Title:

Director – Core Network Procurement

Definitions

“Channel” means an online counterpart to a single television channel.  For example: ESPN1 and ESPN2 are each single television channels, and all Programmer Content associated with such television channels that is to be provided online shall be considered a Channel.  Any given Programmer may own the rights to Programmer Content on a number of Channels, and certain Programmer Content may be included on more than one Channel.

“Content Subscriber” means an end user that subscribes to the Content related to which Client has requested the use of the Cloud ID Services.

“Client’s Website” means Client’s website on which Client’s subscribers may be authenticated and authorized pursuant to this Amendment.

“Cloud ID Platform” means Synacor’s modular identify management platform that offers a single integration point for participants in an on-line access control framework.

“Cloud ID Services” shall have the meaning set forth in Section 2(a).

“GUID” means a globally unique identifier.

“Offering” means a Content or service offering made available through Client (other than Programmer Content) to which Client allows access to some or all of its subscribers based on predetermined Client-criteria or without restriction.

“Programmer” means a provider of Programmer Content.

“Programmer Content” means television video programming accessible via the Internet by authenticated and authorized users, and any logos, trademarks, service marks, meta data, or other materials owned and/or made available by a Programmer.

“Provider” means a Programmer, Synacor Provider, Client Provider, or other provider of an Offering.

“Provider Marks” means the Providers’ logos, product and service names, trademarks, service marks, and domain names.

“Technology Property or Technology Properties” means any mutually agreed digital device, application, or technology on which end users will be able to authenticate and authorize through the Cloud ID Services pursuant to this Schedule J, which will include, but not be limited to, Providers’ applications, and Client’s Website, and may include smart phone or tablet applications, Smart TVs, Providers’ websites or other mutually agreed upon devices, applications, or technologies.

“Transition Period” shall have the meaning set forth in Section 6(c) of this Schedule J.

“Transition Services” shall have the meaning set forth in Section 6(c) of this Schedule J.

SYNACOR SERVICES AND RESPONSIBILITIES

Cloud ID Services. Client desires to provide a subset or all of its subscribers the opportunity to consume Content via the Internet pursuant to the subscriber’s agreement with Client and Client’s agreement with the applicable Providers, and to define the criteria by which such consumption will be made available to its subscribers.  Synacor will provide a Cloud ID Service whereby the criteria of eligibility for subscribers will be determined from data provided by Client to Synacor combined with data received by Synacor from Providers.  Such determination will then be communicated as appropriate to enable subscribers to consume relevant associated Content. Subject to the terms and conditions of the Agreement, Synacor shall provide the foregoing services as described in Exhibit A (the “Cloud ID Services”).  

Data.  

Client acknowledges that some Programmers outsource certain authentication and authorization services to third party service providers, such as Adobe Pass (the “Programmer Vendors”), and that, in order for Synacor to provide  certain Cloud ID Services  associated with such Programmers, Synacor must pass certain Subscriber Attributes (as defined below) to the Programmer Vendors.  In connection therewith, Synacor and Client agree as follows:

In connection with the Cloud ID Services, Client will provide to Synacor only necessary subscriber data required to complete the integration with the applicable Programmers, (such Client-provided data, the “Subscriber Attributes”).

Synacor will not deliver Subscriber Attributes to a Programmer Vendor, unless Client has provided its prior approval of such sharing to such Programmer Vendor and the Programmer Vendor contractually has agreed in writing to Synacor that, with respect to any authentication or authorization request from a Content Subscriber seeking to access Programmer Content, such Subscriber Attributes only will be used by the Programmer Vendor (1) in an encrypted format; (2) in relation to the Client; (3) solely on behalf of the Programmer relevant to the subscriber request; and (4) in each case, only as directed by Synacor. Synacor further agrees that any instructions delivered to the Programmer Vendor regarding use by the Programmer Vendor of the Subscriber Attributes will be strictly in accordance with Synacor’s rights and obligations under this Amendment.

Provided that Synacor is in compliance with the foregoing paragraph and its obligations under the Agreement: (1) Client hereby agrees that the Programmer Vendor shall have the right to store the Subscriber Attributes on servers located in the U.S.; and (2) notwithstanding any disclaimer to the contrary in the Agreement, Client hereby represents and warrants to Synacor that (x) the disclosure by Synacor of the Subscriber Attributes to the Programmer Vendor for use strictly in accordance with this Amendment will not violate any proprietary rights of third parties, including, without limitation, confidential relationships or any third party rights of privacy, or privacy laws, and (y) Client has the right to disclose all Subscriber Attributes that it discloses to Synacor pursuant to this Amendment for use of such information in accordance with this Amendment.

Limitations.

In addition to those limitations set forth under Section 2.4 of the Agreement, Client acknowledges and agrees that Synacor will not be responsible for, nor liable in connection with (A) the quality or substance of Content as provided by the Providers; (B) Provider’s willful or negligent acts or omissions; or (C) incorrect data provided by Client or a Provider.  

Client acknowledges and agrees that integration of Content from certain Providers may require such Provider’s prior consent, and Client shall be responsible for obtaining such consent.  Synacor shall not be liable for any delays resulting from failure of a Provider to provide such consent.

CLIENT RESPONSIBILITIES

Rights to Content.  Client shall ensure that it has all rights and licenses necessary from all Providers with which it wishes Synacor to integrate its Cloud ID Platform (i) to allow Synacor to perform its obligations under this Schedule J, (b) to allow Client’s subscribers to access, view, or consume such Provider’s Content on the Technology Properties, (iii) to utilize or allow Synacor to utilize all embedded players and other third party products or services necessary to display the Provider Content as contemplated by this Schedule J, and (iv) to allow Synacor to display the Provider Marks for the purpose of providing the Cloud ID Services. Synacor shall not be obligated to begin integration of the Cloud ID Services related to any Provider with whom Client does not yet have an agreement in place granting Client such rights.  If at any time during the Term, such rights or licenses terminate or are modified in any way that affects the Cloud ID Services provided hereunder; Client will provide Synacor written notice thereof within no more than [*] after Client becomes aware of such termination or modification.  If the termination or modification will be effective in less than [*] from the date Client becomes aware thereof, Client will provide notice to Synacor immediately upon its awareness thereof.  In the event such rights or licenses are terminated, Client will promptly modify its backend systems to disallow Client’s subscribers from accessing, viewing or consuming Content on the Technology Properties using the Cloud ID Services.  If such rights or licenses are modified, Client will promptly make the necessary changes to comply with such modification.  Synacor shall not have any liability to Client in the event Synacor disables the integration of the Cloud ID Services with the terminated Provider upon receipt of notice from Client indicating its rights or license to such Provider’s Content has terminated.  

Entitlements Data - Client understands and agrees that any authorization that occurs through the Cloud ID Services is based on Client’s data that identifies which end users are authorized to access certain Content online based on their subscription rights.  Client will ensure that it accurately maintains its data with regard thereto, provides Synacor continuous access to such data, and will not, at any time, permit access to Content to any end users who are not entitled to such access.  Synacor agrees that such data is owned by Client, and Synacor shall only have the right to use such data to fulfill its obligations under this Schedule J and the Agreement.  Client shall also ensure that each Provider provides Synacor the necessary Content, data, and assistance to perform the integration with such Provider, and that the data provided by each Provider is accurate.

Compliance with Provider Requirements – Providers may from time to time, require Synacor to pass through to Client certain requirements in order to allow the integration of such Provider’s Content with the Cloud ID Platform.  To the extent a Provider has specified any such requirements to Synacor, Synacor will provide Client a separate attachment to the Agreement specifying such Provider requirements.  If Client wishes to allow its end users access to such Provider’s Content online, such attachment will be executed by the parties and become a part of the Agreement.  

Test Accounts – Client will, upon Synacor’s request, supply test accounts to enable Synacor to effectively test (in test, if available, and production environments) all software releases related to the Cloud ID Services.  The number of test accounts provided and the specific attributes of these accounts will be determined by the parties in their reasonable discretion by the overall functionality that must be tested, provided however that Client understands and agrees that if the test accounts are required by a Programmer, the integration of such Programmer may not be possible without the test accounts.  These accounts are to be maintained by Client throughout the Term for the testing of regular software releases and monitoring of the product functionality in the live environment.  As account profiles change and functionality is added, Client will provide additional test accounts or modify existing test accounts as reasonably requested by Synacor.  Client understands and agrees that without the test accounts, Synacor is not able to properly test and monitor the proper functioning of the software underlying the Cloud ID Services and Client’s specific implementation thereof.

Determination of Launch Dates – Client agrees not to commit to a launch date for any Provider, Channel or Offering, as the case may be, without Synacor’s input and agreement.  Synacor will coordinate with Client in advance to plan the transition to Synacor’s Cloud ID Services back-end platform.  [*]  For any other changes related to the Cloud ID Services that will materially impact the Client’s end user experience or Client’s features/functionality, [*].

META-DATA.  In the event Synacor includes meta-data related to the Programmer Content sourced from one or more non-Programmer third parties as part of the Cloud ID Services, Synacor and its licensors shall retain all right, title and interest in and to such meta-data and Client shall not display or use such meta-data for any purpose.  

CLOUD ID FEES.  Client agrees to pay the fees for the Cloud ID Services as set forth in Exhibit B to this Schedule J in accordance with the payment terms in Schedule A of the Agreement.

REMOVAL OF PROVIDERS AND TRANSITION OF CLOUD ID SERVICES.

Client’s Request to Remove Individual Providers.  Except with regard to termination of Client’s rights in Provider Content which is addressed in Section 3(a), Client shall have the right to request that Synacor disable the Client’s integration of Cloud ID with a given Provider or Channel upon [*] days’ notice to Synacor and Synacor shall disable within such [*] days’ notice (or such later date as requested by Client).  

Synacor’s right to Remove Individual Providers.  Synacor shall have the right to disable any integration with any Provider’s Content upon prior notice to Client: (i) if Synacor reasonably believes the distribution of such Content would result in the violation of third party intellectual property rights or otherwise exposes it to potential legal liability; (ii) in the event a Provider ceases to produce or distribute such Content, or (iii) if an agreement between Synacor and a Provider, that gave Synacor the right to integrate with any Provider’s Content, expires or terminates; provided that, if Synacor knows, at least [*] days prior to any expiration or termination of such Provider agreement, that such agreement will expire or terminate, as the case may be, Synacor will provide [*] days’ notice to Client, and if Synacor has less than [*] days prior notice, Synacor will provide as much notice to Client as is reasonably practical under the circumstances, (iv) if the Provider Content or the integration is causing  Cloud ID Platform or the Cloud ID Services to malfunction, (v) the Provider Content does not display properly (unless such issue is caused by Synacor)  or (vi) if Synacor’s right to integrate such Provider Content otherwise ceases.  In each case, Synacor will give Client as much notice as is reasonably practical in such circumstances and, if the circumstances allow, will work with Client in good faith to both resolve issues prior to disabling any integration and to re-enable as soon as the applicable issue is resolved.  [*]

Transition Services. Upon the expiration or termination of the Agreement for any reason other than Client’s breach or if Synacor removes a Provider pursuant to Section 6(b), Client shall have the right, at its option, to require that Synacor continue providing the Cloud ID Services, in whole or in part (the “Transition Services”) for a period not to exceed [*] from the date of such expiration or termination in order that Client may achieve an orderly transition of such Services to another vendor (the “Transition Period”). The terms and conditions upon which Synacor shall provide such Transition

CLOUD ID SPECIFIC INDEMNITIES.  Client shall indemnify, defend and hold Synacor harmless from and against any and all Claims suffered or incurred by Synacor from any third party claim arising out of or relating to (i) the inaccuracy of any of the Client-provided Account Information or other Client Materials, (ii) violation of Client’s obligations under Section 3(a) of this Schedule J, and (iii) Synacor’s disabling of an integration with any given Provider at Client’s request.

LIMITATIONS OF LIABILITY.  WITH REGARD TO THE SERVICES PROVIDED UNDER THIS SCHEDULE J, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT,  EXCEPT FOR INDEMNITY OBLIGATIONS OR BREACH OF CONFIDENTIALITY OBLIGATIONS (I) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, ITS AGENTS, AFFILIATES, CLIENTS, OR ANY OTHER PERSONS, FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) IN NO EVENT WILL EITHER PARTY’S LIABILITY FOR ANY AND ALL CLAIMS, IN THE AGGREGATE, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER EXCEED THE AMOUNT SYNACOR HAS RECEIVED FROM CLIENT UNDER THIS AGREEMENT DURING THE [*] MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

Authentication: single sign on integration, transport, transformation and log out via Web

Federated Login

Single Factor Authentication

Single Localization

Co-Branded for Client and Provider

Session Length: up to 90 days

Single Sign Out

Authentication Protocol-SAML 2.0

Authorization: pay TV entitlement integration, mapping and business rules via API

Single channel

Multi-channel

User Profile: subscriber account data for access control and personalization via API

Household ID

Parental controls

Postal code

Account Hub: subscriber self-care user management tools

Account Registration & My Profile

Password Management

Parental Controls

Household Management with Child Accounts

Administration: customer support and performance monitoring

User Manager

Cloud ID Reports

Integration Documentation

Identity Connector: frameworks for connecting with Client-provided identity management

Account information for registration of users, using Cloud ID

User information for users registered at an external identity provider

SAML Proxy with single API integration for authorization

Apple SSO: As described below.

Cloud ID Overview:  The Cloud ID Services perform the following functions:

Act as identity provider (IdP) to Provider Properties.

Provide a login page as described in Section 2 below to support the above, branded as desired by the Client and in agreement with Providers.

Answer authorization queries regarding content and services to which an authenticated user is entitled based on their current active subscription and end user properties with Client.

At the Client’s request, make available to Providers, authentication and authorization information related to both individual user accounts and the household account as needed and as possible given the account information available from Client.

Integrate with Client identity system by either batch file or as an identity proxy.

Cloud ID will provide user registration, password management, parental controls, and household management for batch files that are account based.

Cloud ID will provide links to user registration, password management, parental controls and household management for batch files that are user based.

Cloud ID will integrate to Client’s back end system, for authorization data and user property information, when integration is SAML proxy integration.

Provide additional user data to Providers, such as parental control settings, as authorized by Client.

Cache data from the Client systems as desired by Client to reduce load on Client backend systems.

Provide mapping of channel identifiers to offer additional flexibility in the authorization communication between Client and Providers.

Integration of the Cloud ID Platform with Providers’ Properties:

Client Backend Integration with the Cloud ID Platform (if an identity proxy):

Client’s Provision of Account Information:  Client will provide Synacor with appropriate APIs or batch files to the following Account Information and other items to facilitate provision of the Cloud ID Services:

username/password: to identify the user and authenticate them to their account;

current channel line-up: channels the user is currently subscribed to;

rating allowed: the most mature rating the logged in user should be shown; and

a sub-domain of the website users customarily use for other web interactions with Client.

the relationship between a head of household account and sub-accounts, where such relationships are available to users.

end users postal code

Protection of User and Provider Information:

Apple SSO

Total Sessions, Successful Sessions, Abandoned Sessions, Successful Sessions with Errors

Total Authentication Requests, Unsuccessful Authentication Requests

[*]

Unique Users (Total Authenticated [*])

[*]