Fourth Amendment to Master Affiliation Agreement between Wink Communications, Inc. and DIRECTV, Inc.

Summary

This amendment updates the existing Master Affiliation Agreement between Wink Communications, Inc. and DIRECTV, Inc. to clarify and expand provisions regarding customer service for Wink-enabled DIRECTV System subscribers. It outlines each party’s responsibilities for customer care, including data sharing, call center operations, training, and system maintenance. The amendment also allows DIRECTV to authorize third parties to provide customer service and requires both parties to collaborate on training and support materials. All other terms of the original agreement remain in effect unless specifically changed by this amendment.

EX-10.50 8 c61163ex10-50.txt 4TH AMENDMENT TO THE MASTER AFFILIATION AGREEMENT 1 EXHIBIT 10.50 NOTE: INFORMATION IN THIS DOCUMENT MARKED WITH AN "[*]" HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. FOURTH AMENDMENT TO MASTER AFFILIATION AGREEMENT This Fourth Amendment (the "Fourth Amendment ") to the Master Affiliation Agreement dated as of December 22, 1998, as amended in the First Amendment dated March 8 1999, the Second Amendment dated June 28, 1999 and the Third Amendment dated July 24, 2000 (the "Master Agreement"), by and between Wink Communications, Inc., a California corporation ("Wink"), whose address is 1001 Marina Village Parkway, Alameda, California 94501 and DIRECTV, Inc., a California corporation, whose address is 2230 East Imperial Highway, El Segundo, California 90245 ("DIRECTV") is made as of this 11th day of September, 2000. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereby amend the Master Agreement as follows: A. Section 3.12 of the Master Agreement is hereby amended and restated in its entirety as follows: "Customer service for the Wink Service shall be undertaken in accordance with the provisions of Exhibit R, throughout the period of time indicated in such Exhibit R." B. The attached Exhibit R is hereby added as part of the Master Agreement: "Exhibit R Wink Customer Care Provisions" In, the event of any inconsistency between the Fourth Amendment and the Master Agreement or any other agreement between the parties, the Fourth Amendment shall be deemed controlling. In all other respects, the Master Agreement shall continue in full force and effect. IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to be executed by their duly authorized officers and representatives as of the day and year first written above. WINK COMMUNICATIONS, INC. DIRECTV, INC. By: /s/ Allan Thygesen By: /s/ Bradley Beale -------------------------- --------------------------- Name: Allan Thygesen Name: Bradley Beale ------------------------ ------------------------- Title: EVP Title: SVP ----------------------- ------------------------ 2 EXHIBIT R Wink Customer Service Provisions This document, effective as of September 11, 2000 (the "Start Date"), sets forth the parties' respective rights and obligations, throughout the term set forth below with respect to the provision of customer care to Wink-enabled DIRECTV System Subscribers. 1. Authorization 1.1 DIRECTV reserves the right to authorize third parties including, but not limited to, the NRTC and telecommunications companies, to perform or cause to be performed, some or all of the customer service related to the Wink-enabled DIRECTV System. 1.2 DIRECTV will provide to Wink via FTP or a similar data transfer mechanism, a daily file of customer information for newly activated Wink-enabled DIRECTV System Subscribers, as well as updated information for modified Wink-enabled DIRECTV System Subscriber accounts including such information as access card number and customer identification, including customer name, address, phone number and account number. 1.3 DIRECTV will follow its standard practices and policies for disconnection of Wink enabled DIRECTV System Subscribers. 2. Customer Service 2.1 DIRECTV will use its existing vendor call processing facilities (and, if applicable, call processing facilities of third parties providing customer service to answer Wink Programming questions for Wink-enabled DIRECTV System Subscribers. Responses to these calls will be front-ended by an interactive voice response (IVR) system and handled by one or more "Agent Specialty Groups" within the call processing facilities who are trained to handle calls related to the Wink Programming. Calls for the Wink Programming shall be handled in a scripted or bullet-point driven approach. 2.2 The Agent Specialty Group hours of operation will mirror DIRECTV's then-current call center hours of operation; provided that, if such Group's hours of operations are different from DIRECTV's, such Group's hours of operation shall be deemed sufficient hereunder. DIRECTV call center hours of operation as of the Start Date are twenty-four (24) hours per day, seven days per week. 2.3 Agents may handle calls relating to DIRECTV Systems and/or Wink-enabled DIRECTV Systems; provided that the Agent Specialty Group shall transition to handling only Wink-enabled DIRECTV System Subscriber calls, at the discretion of DIRECTV and Wink. Staffing shall be increased to meet demand at the discretion of DIRECTV. 2.4 DIRECTV will manage the day to day Agent Specialty Group operations. 2.5 Wink shall provide support for the Agent Specialty Group to assist with unresolved customer issues arising out of the Wink Programming. 3 2.6 Agent Specialty Group training materials relating to the Wink-enabled DIRECTV System will be jointly developed by DIRECTV, Wink and the applicable DIRECTV vendor(s). The applicable DIRECTV vendor(s) will undertake initial and on-going Agent Specialty Group training. 2.7 Notwithstanding the foregoing, DIRECTV reserves the right to authorize third parties to perform or cause to be performed, some or all the customer service operations for the Wink-enabled DIRECTV System, provided such third parties regularly undertake customer service operations for certain DIRECTV Service customers. 2.8 Initially, a multi-queued Agent group will be used to handle Wink related calls. 2.9 Each Wink affiliated merchant will support customer call referrals from the Specialty Group Agent. 3. Wink Subscriber Maintenance System 3.1 Wink will be responsible for maintaining the Wink Subscriber Maintenance System. 3.2 The Wink Subscriber Maintenance System will be deployed by Wink at the DIRECTV vendor call site or at such additional sites designated by DIRECTV when third parties perform some or all of the customer service related to the Wink-enabled DIRECTV System. 3.3 Wink will provide DIRECTV and the DIRECTV vendor with the Wink Subscriber Maintenance System Specifications. 3.4 Wink will customize and modify the Wink Subscriber Maintenance System as requested by DIRECTV, to accommodate the DIRECTV/Wink interactive business. 3.5 Wink will provide DIRECTV with a twenty-four hours per day, seven days per week contact to support the Wink Subscriber Maintenance System. 4. IVR System 4.1 DIRECTV may modify its existing IVR programs to accommodate call handling related to the Wink-enabled DIRECTV System. 4.2 Customers choosing to be assisted with their Wink-enabled DIRECTV System may be routed to IVR messaging specifically developed for Wink. 5. DIRECTV Online Reference and Information System 5.1 DIRECTV will modify its existing customer service agent scripted help system (DIRECTV Online Reference and Information System, "DORIS") to accommodate call handling procedures specifically related to the Wink-enabled DIRECTV System. The DORIS agent help information created to support calls related to the Wink enabled DIRECTV System will be jointly developed by DIRECTV and Wink. Updates to DORIS, including updates to reflect such jointly developed information, will be implemented by DIRECTV. 4 6. Telemarketing System 6.1 DIRECTV will modify its existing telemarketing system that provides call scripting, call typing and call disposition information (the "Telemarketing Systems") to accommodate call handling procedures specifically related to the Wink-enabled DIRECTV System. 6.2 The Telemarketing System will be used for call type/disposition tracking and particular scripting. The Telemarketing System will be maintained by DIRECTV. 6.3 Telemarketing System scripting for the Wink-enabled DIRECTV System and Wink Programming will be jointly developed by Wink and DIRECTV. 6.4 On-going modifications to the Telemarketing System will be implemented by DIRECTV. 7. Agent Specialty Group 7.1 DIRECTV will apply, or will cause to be applied, its then-current customer service quality assurance processes for DIRECTV to the activities undertaken by the Agent Specialty Group. In the case of authorized third party providers, DIRECTV will use best commercial efforts to cause such third party providers to apply customer service quality assurance processes at least equivalent to DIRECTV's then-current processes. 7.2 DIRECTV will apply, or will cause to be applied, its then-current customer service performance standards for DIRECTV Services to the activities of the Agent Specialty Group. DIRECTV will provide Wink with a current version of such performance standards, as amended from time to time. In the case of authorized third party providers DIRECTV will use best commercial efforts to cause such third party providers to apply customer service performance standards at least equivalent to DIRECTV's then-current standards. 7.3 DIRECTV, Wink and the DIRECTV vendor(s) will jointly develop and implement site acceptance testing. 7.4 Notwithstanding the foregoing, in no event shall DIRECTV be liable to Wink for any failure by the Agent Specialty Group (or authorized third party provider, as applicable) to meet any performance standard, whether equivalent to the performance standards specified above or otherwise, provided that DIRECTV has attempted in good faith to apply or cause to be applied its existing quality assurance processes and performance standards to the Agent Specialty Group, or, in the case of an authorized third party provider, provided DIRECTV has made best commercial efforts to cause such third party provider to apply such processes and standards. 8. Reporting 8.1 Daily and monthly Agent Specialty Group reporting will be provided to Wink. Reporting will include: - Service Level - Daily Call Volume - Agent Call Handle Time 5 - Average Call Hold Time - Longest Call Waiting - Occupancy - Staffing and Attendance 8.2 The timing and format of report delivery will mirror standard DIRECTV reporting processes. The reports will be delivered to Wink via file transfer or other suitable data transfer mechanism. 9. Fees 9.1 In consideration for delivery of the services described in this document, Wink shall pay to DIRECTV, the following fees:

9.2 DIRECTV will bill Wink on an IVR use per minute and agent per minute call handle time rate. If a third party performs customer service under the terms of this Exhibit R, Wink shall pay directly to DIRECTV the fees set forth in this Section 9 for such service. 9.3 Effective January 1, 200 1, and each year thereafter for the term applicable to this Exhibit R, the then current agent per minute rate shall be increased by a percentage equal to the percentage increase in the hourly inbound rate paid by DIRECTV to its customer service vendor(s), which reflects an adjustment for inflation. 9.4 DIRECTV shall invoice Wink for services provided under this document on a monthly basis. Payment from Wink shall be due within thirty (30) days of receipt of each such invoice. 10. Other 10.1 Except as expressly provided, all terms and provisions of the Master Agreement shall apply to this document, which is incorporated and made part of the Master Agreement. [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.