EXHIBIT 10.16.1

CONFIDENTIAL TREATMENT REQUESTED

SYNACOR
MASTER SERVICES AGREEMENT

1. PARTIES and EFFECTIVE DATE

     1.1 Parties (each a “Party” and collectively, the “Parties”).

     1.2 Effective Date. September 30^th., 2004

2. SYNACOR SERVICES AND RESPONSIBILITIES

     2.1 Services. Subject to the terms and conditions of this Master Services Agreement, as amended pursuant to the provisions of Section 12 hereof (the “Master Agreement”), Synacor shall provide the services described in this Agreement (collectively, the “Services”) in accordance with the terms and conditions set forth herein and those set forth in Schedules A, B, C, D, E, & F each of which is attached hereto and incorporated herein by this reference and any other schedules, attachments, exhibits, addenda, amendments or riders as may subsequently be agreed to and signed by the Parties and attached to this Agreement from time to time (collectively, the “Agreement”). Synacor may provide the Services directly to Client, or indirectly using contractors or other third party vendors or service providers, provided that in any event, Synacor shall remain primarily responsible for the delivery of the Services to Client in accordance with this Agreement. Each party shall provide the other with reasonable cooperation, assistance, information and access as may be lawful and necessary to initiate Client’s and its registered users’ use of the Services (such as, for example, developing any content, user interfaces or appearance specific to the Services contracted for by Client). The Services will be available to customers of Client who have entered into a subscription agreement with Client to procure Client’s high speed Internet access service (collectively, “Users”). The parties agree that Synacor shall provide to Client the Internet portal through which Client’s Users will access premium content and/or services, except as otherwise set forth herein. Such premium content and/or services may be provided to Client by Synacor or other providers of such content and/or services. Synacor Content (as such term is defined in Schedule A) shall be provided pursuant to the provisions of this Agreement. Client Content (as such term is defined in Schedule A) shall be integrated into the Synacor portal by Synacor’s professional services organization subject to the applicable provisions of Schedule A hereto. Notwithstanding the foregoing, (i) in connection with cable systems or assets which are acquired by Client during the term hereof (each, an “Acquired Systems”), Client may, in its sole discretion, continue or obtain access to premium content and/or services for subscribers of the Acquired Systems through an alternate Internet portal (whether provided/sourced by Client or a third party) without any payment obligation or other liability to Synacor hereunder and/or (ii) in connection with current, existing cable systems or assets (“Existing Systems”), Client may, in its sole discretion, obtain access to premium content and/or services for subscribers of such Existing Systems through an alternate Internet portal (whether provided/sourced by Client or a third party) provided that Client’s payment obligations to Synacor based on Users in such Existing Systems shall continue in accordance with and subject to the terms of this Agreement, as if Synacor’s portal were being utilized for such Users.

     2.2 Additional Services. Upon mutual agreement of the parties, Client may engage Synacor to provide development services or other professional services in addition to the Services. Such additional services shall be provided pursuant to and ownership of any intellectual property rights attendant to or otherwise developed, created, or arising from the procurement and provision of such additional services shall be subject to, the terms of a separately executed Professional Services Addendum. From time to time, Synacor may offer additional services to Client that are beyond the scope of this Agreement. All such additional services shall be provided upon terms and conditions as the Parties may mutually establish in writing.

     2.3 Technical Support. Synacor shall provide the Services and technical support services in accordance with the requirements set forth in this Agreement, including, without limitation, Schedule B.

     2.4 Limitations. Synacor will not be responsible for, nor liable hereunder in connection with, any failure in the Services due to or resulting from: (a) any Client Materials (as defined in Section 3.3 herein) or other content provided by or for Client by parties other than Synacor; (b) Client’s negligence or willful acts or omissions; (c) third-party telecommunications or equipment failures outside of Synacor’s facilities, except for those facilities owned, operated or maintained by Synacor or by a third party on behalf of Synacor that are necessary for Synacor to connect to the Internet; and (d) scheduled maintenance as set forth in Schedule B. Further, except for breaches of Synacor’s representation and warranty set forth in Section 8.1(g) hereof, and Synacor’s performance requirements defined in Schedule B and in Schedule D, Synacor will not be responsible for, or liable hereunder, in connection with, any failure in the Services due to or resulting from unauthorized access, breach of firewalls or other hacking by third parties of the System any and all of which is not caused or enabled by Synacor’s acts or omission

     2.5 Data. As between Synacor and Client, Client shall own all User names, login IDs, passwords and other User registration or other information provided by Client and/or Users in connection with the Services, including without limitation any identification numbers or other information provided and/or used by Synacor to identify and/or distinguish between Users (“Account Information”). Unless otherwise agreed to by Client in advance and in writing, Synacor shall not disclose to third parties or use any Account Information except as reasonably necessary to perform its obligations under this Agreement or to comply with any legal or regulatory requirement; provided that, to the extent not otherwise prohibited by law, Synacor shall provide Client with prompt notice of any such legal or regulatory requirement in order that Client may comply with the provisions of 47 U.S.C.A. § 551 and/or seek a protective order with respect to such Account Information. To avoid uncertainty, each Party hereby acknowledges and agrees that, subject at all times to Section 5.2 herein, Synacor may disclose aggregate information (not personally identifiable) of Users and Service usage and performance derived from Account Information to Synacor Providers, Synacor customers and Synacor investors; provided that, no such information shall identify Client or any User or contain any Client-specific or User-specific information, Synacor shall provide Client with all Account information in a format chosen by Client within forty-eight (48) hours of receipt of written notice from Client requesting the same. This clause and the Parties’ responsibilities hereunder shall survive the expiration or earlier termination of the Agreement.

3. CLIENT RESPONSIBILITIES

     3.1 Client Support; Synacor Status. Client acknowledges that the continuing performance of certain Services may depend on Client’s reasonable cooperation with, assistance, information and access to Synacor. Synacor will not be liable for any delay in its performance to the extent caused by Client’s failure to timely provide any of the foregoing. The Parties’ Contacts (designated in Section 1.1) are responsible for facilitating communication between Synacor and Client regarding all technical and business matters.

     3.2 Regulations. Client will use the Services only in compliance with all applicable federal, state and local laws, rules and regulations (including, without limitation, laws related to “spamming,” privacy, obscenity and defamation) (collectively, the “Regulations”). Client acknowledges and agrees that each User’s access to the Services shall be subject to such User’s acceptance of an “end user agreement” or “terms of use” regarding the Service and continuing compliance with the Regulations. Synacor has no obligation to monitor the Client Materials (defined below) or other content provided by or for Client, except for Synacor Content (as defined in the Addendum). Synacor may do so, however, and may remove any content or disable any use of the Services that Synacor, in good faith and with a reasonable basis, determines to be in violation of any Regulation, provided that Synacor provides Client with at least twenty-four (24) hours prior notice of such violating content in order that Client have the opportunity to eliminate any such offending content.

     3.3 Materials and Equipment. Client will provide (on its own behalf, or on behalf of its sponsors or advertisers) certain materials, domain names, Client Content (as defined in the Addendum) and other information (collectively, “Client Materials”) to Synacor as is reasonably necessary for Synacor to perform the Services. Client represents and warrants that it has the right to provide all Client Materials, and that use of such Client Materials hereunder will not violate Client’s obligations under any other agreement, the Regulations and any privacy policies covering any Client Materials. Except for any hardware, software and other technology used by Synacor to provide the Services, Client shall be responsible for obtaining, operating and maintaining in good working order all equipment and ancillary services under Client’s control needed in order for Users to connect to, access or otherwise use the Services via the Internet, including modems, authentication/provisioning servers, network hardware/software and such network and communication services necessary to connect Users to the Internet (“Equipment”). Client shall ensure that all Equipment is compatible with the Services (and, to the extent applicable, any software interface) and that the Equipment complies with all configurations and specifications set forth in the Synacor Specifications. Client

shall be responsible for the maintenance and integrity and security of its Equipment (physical, electronic and otherwise), Account Information, passwords, Client Materials and other data.

4. CLIENT LICENSE; SYNACOR PROPRIETARY RIGHTS.

     4.1 License Grant. Client hereby grants to Synacor during the Term a nonexclusive, worldwide and royalty-free right and license to use, reproduce, modify, distribute, perform and display the Client Materials and the Client’s Marks (as defined herein) solely in connection with the provision by Synacor of the Services hereunder and in accordance with any use guidelines therefor as Client may provide from time to time.

     4.2 No Implied Licenses. Except for the limited rights and licenses expressed hereunder and subject to the provisions set forth in Section 2.2 hereof, each Party shall retain all right, title and interest in and to its logos and product and service names, which shall at all times remain trademarks of such party (the “Marks”), technology and other intellectual property (including, without limitation, in the case of Synacor, the Services and the software used by Synacor to provide the Services (the “Software”). Neither Party shall take any action inconsistent with such ownership. Each Party acknowledges that, as between the Parties, Client’s Marks and Synacor’s Marks are the exclusive property of the respective party and/or one or more entities affiliated with such party, and neither party has, nor will acquire, any proprietary rights thereto by reason of this Agreement or otherwise. 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 Synacor and no license therein is granted to Client. Client shall not use Synacor’s Marks, Software or Services in any manner except as specifically provided herein. Synacor shall not use Client’s Marks in any manner, except as specifically provided herein. No title to or ownership of any Client Content, Client Marks or Client Materials and/or any part thereof is hereby transferred to Synacor or any third party, nor shall any rights therein accrue to Synacor or any third party as the result of the performance under this Agreement by either Party.

     4.3 Restrictions. Except as specifically permitted in this Agreement, Client shall not, directly or indirectly: (a) use any of Synacor’s Proprietary Information (as such term is defined in Section 5.1) to create any software that is similar to the Software or to provide any service which is similar to the Service; (b) decompile, disassemble, reverse engineer or use any similar means to attempt to discover the source code of the Software or the trade secrets therein, or otherwise circumvent any technological measure that controls access to the Software or Services; (c) encumber, transfer, rent, lease, or time-share the Software or Services, or use the Software or Services in any service bureau arrangement or otherwise for the benefit of any third party, except for Users; (d) access, copy, distribute, manufacture, adapt, create derivative works of or otherwise modify the Software; (e) remove any proprietary notices; or (f) permit any third party to engage in any of the acts proscribed in clauses (a) through (e) of this Section.

5. CONFIDENTIALITY.

     5.1 Proprietary Information. Each Party agrees that neither it nor its representatives shall disclose to any third party during the term of this Agreement and for a period of not less than two (2) years after the termination of this Agreement, the Proprietary Information (as defined herein) of the other and each of the Parties desire to protect the confidentiality of its own Proprietary Information. For purposes of this Agreement, “Proprietary Information” means any information disclosed by either Party in the following forms: (a) information originally disclosed in written, graphic, machine-readable or any other tangible medium, to the extent marked with a “confidential,” “proprietary” or similar legend, or (b) information disclosed orally or visually, to the extent identified as Proprietary Information at the time of such original disclosure. For purposes hereof, any and all Account Information shall be deemed Proprietary Information of Client whether or not marked as such, or identified as such, prior to disclosure. Proprietary Information shall not include any information that the receiving Party can demonstrate by its written records (i) is or becomes generally available to the public without breach of this Agreement, (ii) was in its possession or known by it prior to receipt from the disclosing Party at a time when the receiving Party was under no obligation to the disclosing Party to keep such information confidential, (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the disclosing Party. The Party claiming that any of the foregoing exceptions applies shall have the burden of proving such applicability. Any issue that the receiving Party may have as to the confidentiality expectations of the disclosing Party regarding particular information shall be submitted to the disclosing Party for determination.

     5.2 Non-Disclosure. Each Party shall refrain from copying Proprietary Information, in whole or in part, except as required in furtherance of the uses permitted by this Agreement and subject to the accurate reproduction of all proprietary legends and notices located in the originals, and shall limit dissemination of Proprietary Information to employees and agents of such Party, or of such Party’s affiliates, who have a need to know the Proprietary Information

in furtherance of the uses permitted by this Agreement. Except for the specific rights granted by this Agreement, neither Party shall use or disclose any Proprietary Information of the other Party without its written consent. The receiving Party shall treat the Proprietary Information of the other Party with the same degree of confidentiality with which it treats its own Proprietary Information, and, in any event, the receiving Party shall use a commercially reasonable degree of care to protect the Proprietary Information of the other Party. Each Party shall bear the responsibility for any breach of confidentiality by its employees, agents, auditors or contractors. The terms and conditions of this Agreement shall be kept confidential, except for (a) disclosure as may be required by law, regulation, court or government agency of competent jurisdiction (redacted to the greatest extent possible); or (b) disclosure to each Party’s respective officers, directors, employees and attorneys, in their capacity as such; provided that, such parties shall be subject to this Section 5.2. Notwithstanding the foregoing, each Party may disclose the general nature, but not the specific terms, of this Agreement without the prior consent of the other Party.

     5.3 Required Disclosure. Nothing herein shall prevent a receiving Party from disclosing all or part of the other’s Proprietary Information as necessary pursuant to the lawful requirement of a governmental agency or when disclosure is required by operation of law; provided, that prior to any such disclosure, (a) the receiving Party uses reasonable efforts to promptly notify the disclosing Party in writing of such requirement to disclose, to the extent not otherwise prohibited by law; (b) the receiving Party uses reasonable efforts to cooperate fully with the disclosing Party in protecting against any such disclosure or obtaining a protective order; (c) the receiving Party discloses only that portion of Proprietary Information which it is advised in writing by counsel it is required to disclose; and (d) the receiving Party uses reasonable efforts to obtain safeguards that confidential treatment reasonably acceptable to the disclosing Party will be accorded to such Proprietary Information. Any such required disclosure shall not, in and of itself, change the status of the disclosed information as Proprietary Information under the terms of this Section 5.

     5.4 Return of Proprietary Information; Ownership. All Proprietary Information shall remain the exclusive property of the disclosing Party and a valuable trade secret of such Party and the original and all copies thereof, on whatever physical, electronic or other media such Proprietary Information may be stored, shall be returned upon the earlier to occur of: (a) the expiration or earlier termination of this Agreement, or (b) within ten (10) business days of the disclosing Party’s request, provided that return in the latter case shall not relieve the disclosing Party of its obligations otherwise to perform under this Agreement. Nothing in this Agreement shall be construed as granting any license or other rights under any patents or copyrights of either Party, or any rights in or to Proprietary Information of either Party, except for the limited rights to use and disclose such Proprietary Information expressly granted to the other Party in this Agreement.

     5.5 Relief. The Parties each acknowledge that money damages may not be an adequate remedy if Section 5 is breached and, therefore, the disclosing Party shall, in addition to any other legal or equitable remedies, be entitled to seek an injunction or similar equitable relief against such breach or threatened breach.

6. SYNACOR FEES, PAYMENT TERMS AND TAXES.

     6.1 Fees. Synacor’s fees for the Services are set forth in the Pricing Schedule attached hereto as Schedule A and made a part hereof.

     6.2 Payment Terms. Except to the extent specifically provided otherwise in this Agreement or any amendment, addendum, attachment, exhibit, rider or schedule attached hereto as the same may be amended from time to time pursuant to their terms, payments required under this Agreement shall be made as follows:

	6.2.1		For those circumstances in which Client must reimburse Synacor for costs incurred, Charter shall make the required payments to Synacor within forty-five (45) of its receipt of an invoice detailing such costs;
	6.2.2		For those circumstances in which Client must make payments based on the number of Users subscribing to services and/or products available via the Client Sourced Portal hereunder, Client shall calculate the number of Users for which payment to Synacor is required under this Agreement, submit a report detailing such User numbers by respective service, product, and/or other payment classification, and make the corresponding required payment to Synacor within forty-five (45) days following the expiration of the calendar month for which payment is being made; or
	6.2.3		For those circumstances in which Synacor must make payments to Client hereunder, Synacor shall submit a report detailing the underlying basis (e.g., revenue, etc.) for such payment and shall make such payment to client within forty-five (45) days after the calendar month for which such payment is required hereunder.

Subject to the terms set forth in this Section, all payments shall be made in full in United States Dollars, at the respective parties’ usual corporate office business address or to an account designated by the respective party. Other than amounts disputed in good faith by a party, any amount not paid when due shall bear a late payment charge, until paid, at the rate of one percent (1%) per month or, if less, the maximum amount permitted by law. Either party, in its sole discretion, may terminate this Agreement if the party from whom payment is required, fails to pay the required amounts within thirty (30) days after the such party receives written notice from the party to whom payment must be made, that it has failed to pay any or all of the amounts required hereunder and such amounts are not in dispute. Each party must notify the other of any disputed amounts within twenty (20) days of receipt of the applicable of an invoice or payment and provide a full explanation for any disputed amounts.

     6.3 Taxes. Client shall bear, be responsible for, and shall pay any and all sales, use, personal property or other taxes imposed on the delivery, licensing or use of the Client Branded Portal or the provision of the Services. Synacor shall pay all other taxes arising under this Agreement, including without limitation, taxes based upon Synacor’s net income or ad valorem, personal, or real property taxes imposed on Synacor’s property. All payments to Synacor are exclusive of federal, state, local and foreign taxes (other than taxes assessed on Synacor’s income), duties, tariffs, levies and similar assessments on the use of the Services hereunder, and Client agrees to bear and be responsible for the payment of all such charges.

7. TERM AND TERMINATION.

     7.1 Term. This Agreement shall commence as of the date hereof and, unless earlier terminated pursuant to the terms hereof, shall continue thereafter in full force and effect for a period of [*] from the Effective Date (the “Initial Term”) and, except as provided in the immediately following sentence, will automatically renew thereafter for up to [*] (each a “Renewal Term”) (the Initial Term and all Renewal Terms being referred to as the “Term”). Either Party may prevent the automatic renewal of this Agreement by providing written notice to the other Party of such non-renewal not less than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term.

     7.2 Termination for Cause. In addition to any of its other remedies, either Party may terminate this Agreement: (a) in the event that the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach from the non-breaching party; or (b) effective immediately upon written notice, in the event any assignment is made by the other Party for the benefit of creditors, or if a receiver, trustee in bankruptcy or similar officer shall be appointed to take charge of any or all of such other Party’s property, or if a voluntary or involuntary petition under federal bankruptcy laws or similar state statutes is filed against the other Party, or if it dissolves or fails to operate in the ordinary course. In the event Client terminates this Agreement pursuant to the terms of this Section 7.2, [*].

     7.3 Effects of Termination. Upon any expiration or earlier termination of this Agreement, all rights and obligations of the Parties shall cease, except that: (a) all obligations that accrued prior to the effective date of termination (including, without limitation, all payment obligations) shall survive termination; (b) each Party shall destroy (upon the written request of the other Party) or return to the other Party all of the other’s Proprietary Information in its possession or under its control pursuant to Section 5.4; and (c) Synacor shall, after providing Client with an electronic copy of such information and data in a mutually agreeable format, delete archived Account Information, other User identification information used or maintained by Synacor, and other transaction data (including but not limited to all personally identifiable information of such Users). The provisions of Sections 4.2 and 4.3 (Proprietary Rights), 5 (Confidentiality), 6 (Synacor Fees, Payment Terms and Taxes), 8 (Representations and Warranties; Indemnities), 9 (Limitations of Liability and Disclaimers), 12 (General Provisions) and this Section 7 shall survive any termination of this Agreement.

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8. REPRESENTATIONS AND WARRANTIES; INDEMNITIES.

     8.1 Synacor Representations and Warranties. Synacor represents and warrants to Client that (a) Synacor is duly organized and validly existing under the laws of its state of incorporation and has full power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution, delivery and performance of this Agreement by Synacor does not conflict with any agreement, instrument or contract, to which Synacor is bound; (c) Synacor shall perform its obligations and provide the Services to Client in a professional and workmanlike manner and in compliance with any and all applicable laws; (d) Synacor owns all right, title and interest in and to the Synacor Content and the System, each element thereof, and all intellectual property rights embodied therein or licensed to Client pursuant to this Agreement; or, in the case of any third party content, software, technology or information included therein, Synacor possesses, or has otherwise obtained all rights and valid licenses necessary to grant to Client all rights and licenses set forth in this Agreement; (e) Synacor has all necessary rights in the Services and all rights of publicity with respect to any artists, artwork, text material, images, sound or video, if any, provided by Synacor in connection with the Services; (f) the Synacor Content, the System and the Services, in whole or in part, do not and shall not infringe or interfere with any right of publicity, patent, trademark, copyright, trade name or other intellectual property rights or misappropriate any trade secret of any third party; and (g) Synacor shall use commercially reasonable efforts to protect its network in accordance with applicable industry standards to insure that Synacor’s network and the Services are secure from unauthorized access and are free from any viruses, worms, or other code that will damage, interrupt or interfere with any software, content, data or hardware. Synacor further represents and warrants that, to its knowledge, the Synacor Content and the Services are not defamatory, obscene, or otherwise unlawful in any jurisdiction. Synacor further represents and warrants to Client that during the Term, the Services shall be provided in accordance with applicable United States federal law and the laws of such other jurisdictions as may be applicable thereto by qualified personnel. Synacor shall use commercially reasonable efforts, consistent with applicable industry standards and practices, to provide the Services in a manner designed to minimize errors and interruptions. Nonetheless, Services may be temporarily unavailable for scheduled maintenance or repairs by Synacor or by third-party providers, or because of other causes beyond Synacor’s reasonable control.

     8.2 Client Representations and Warranties. Client represents and warrants to Synacor that (a) Client is duly organized and validly existing under the laws of its state of formation and has full power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution, delivery and performance of this Agreement by Client does not conflict with any agreement, instrument or contract, to which Client is bound; (c) Client owns all right, title and interest in and to the Client Materials, including, but not limited to, the Client Content, each element thereof, and all intellectual property rights embodied therein or licensed to Synacor pursuant to this Agreement; or, in the case of any third party content, software, technology or information included therein, Client possesses, or has otherwise obtained all rights and valid license necessary to grant to Synacor all rights and licenses set forth in this Agreement; and (d) to Client’s knowledge, the Client Materials are not defamatory, obscene, or otherwise unlawful and do not infringe or interfere with any intellectual property, contract, right of publicity, or any other proprietary right of any individual or entity. Client shall be fully responsible for, and shall reimburse Synacor for any and all liabilities arising out of any warranty concerning the Services made by Client to any User, prospect or other third party, except as expressly authorized in advance in writing by Synacor.

     8.3 Synacor Indemnifications. Synacor shall indemnify, defend and hold harmless Client from and against any and all liabilities, claims, judgments, costs, damages, suits, actions, proceedings, and expenses, including without limitation, reasonable attorneys’ fees-(collectively “Claims”) suffered or incurred by Client, arising out of or resulting from: (i) Synacor’s breach of any of its obligations under this Agreement, or its representations and warranties set forth herein; (ii) the failure of any of the representations or warranties made by Synacor herein to be true:

(iii) any third party claims relating to the matters covered by the foregoing breaches or failures; (iv) any injuries to persons or damage to property caused by the negligent, willful or intentional acts or omissions of Synacor, its agents or employees; and (v) any third party claims relating to the Services.

     8.4 Client Indemnifications. Client shall indemnify, defend and hold harmless Synacor from and against any and all Claims suffered or incurred by Synacor, arising out of or resulting in any manner from: (i) Client’s breach of any of its obligations under this Agreement, or its representations and warranties set forth herein; (ii) the failure of any of the representations or warranties made by Client herein to be true; (iii) any third party claims relating to the matters covered by the foregoing breaches or failures; and/or (iv) any third party claims relating to Client Materials.

     8.5 Claims. In case any Claim is brought by a third party for which indemnification is or may be made pursuant to this Agreement, the indemnified Party shall provide prompt written notice thereof to the other Party; provided, however, that the failure of the indemnified Party to comply with the foregoing notification provision shall not relieve the indemnifying Party of its indemnification obligations hereunder, except to the extent the indemnifying Party is actually and materially prejudiced thereby. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the time a response is due in such case, whichever occurs first. The Parties shall cooperate reasonably with each other in the defense of any Claim, including making available (under seal if desired and if allowed) all records reasonably necessary to the defense of such Claim, and the indemnified Party shall have the right to join and participate actively in the indemnifying Party’s defense of the Claim. Each Party shall be entitled to prior notice of any settlement of any Claim to be entered into by the other Party, and any such settlement shall be subject to the reasonable approval to the extent such Party’s rights would be directly and materially impaired.

     Without limiting the foregoing, in the event of any Claim or threatened Claim of infringement involving a portion of any portion of the Software and/or Services provided by Synacor: (i) upon Client’s request and at Synacor’s expense, Synacor will use its best efforts to procure the right or license, on commercially reasonable license terms, for Client to continue to use and otherwise exploit in accordance with the terms hereof such portion of the Software and/or Services at no additional cost or expense to Client other than the fees set forth herein; or (ii) at Synacor’s sole discretion, but upon as much prior written notice to Client as is reasonably practicable, Synacor may modify or alter (to the extent that Synacor has rights to so modify or alter), or delete any such portion of the Software and/or Services, as the case may be, so as to make such portion non-infringing while maintaining substantially comparable functionalities and capabilities of such parts of the Software and/or Services that are material to Client’s then-current or demonstrably anticipated use hereunder. If options (i) and (ii) are not achievable as to any such portion: (1) Client may terminate the rights and licenses granted hereunder, in its sole discretion, as to such infringing portion, or this Agreement without liability if loss of such portion materially and adversely affects the Services or functionality Client expects hereunder; or (2) to the extent Synacor used commercially reasonable efforts to obtain a license or modify the Software and/or Services as set forth in subsections (i) or (ii), and Synacor is reasonably exposed to liability from Client’s continued use of such portion of the technology and/or services, Synacor may, in its discretion, terminate the rights and licenses granted hereunder with respect to such portion. If, pursuant to the immediately foregoing sentence, Client or Synacor terminate the rights and licenses granted hereunder as to any portion of any software and/or Services provided by Synacor and Client does not elect to terminate this Agreement, if applicable, the Parties shall thereafter negotiate in good faith for a period of not less than thirty (30) days with respect to reduced fees under this Agreement.

9. LIMITATIONS OF LIABILITY AND DISCLAIMERS.

ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING EXCEPT WITH RESPECT TO SYNACOR’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.3, 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. IN NO EVENT WILL SYNACOR’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 GREATER OF (i) [*] OR (ii) THE AMOUNT SYNACOR HAS RECEIVED FROM CLIENT IN THE AGGREGATE UNDER THIS AGREEMENT DURING THE TERM HEREOF.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT TO THE CONTRARY, SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SYNACOR DOES NOT WARRANT THAT THE SERVICES WILL MEET THE REQUIREMENTS OF CLIENT (EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT) OR THOSE OF ANY THIRD PARTY AND, IN PARTICULAR, SYNACOR DOES NOT WARRANT THAT THE SYSTEM WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SYNACOR MAKES NO WARRANTY WITH RESPECT TO ANY SERVICES AND EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SYNACOR DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE CONTENTS OF ANY CONTENT OR THE RESULTS TO BE OBTAINED FROM THEIR USE. SYNACOR SHALL NOT BE LIABLE TO THIRD PARTIES FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2 ABOVE, CLIENT MAKES NO WARRANTY WITH RESPECT TO ANY CLIENT MATERIALS AND EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT SHALL NOT BE LIABLE TO THIRD PARTIES FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

10. PUBLIC RELATIONS. Except as it relates to Client’s marketing of portal and related matters to Users and as otherwise permitted by the last sentence of Section 5.2 herein, neither Party will issue any press release, nor otherwise disclose any information concerning this Agreement without the prior written consent of the other. The Parties agree that a joint press release regarding the establishment of their relationship is appropriate and that each will dedicate appropriate resources to such effort.

11. RECORDS AND AUDIT.

     11.1 Throughout the Term and for a period of one (1) year after the expiration or earlier termination of this Agreement, each of the Parties shall maintain books and records regarding the Services, and other matters relating to this Agreement, including, without limitation, server logs, and customer usage logs, in accordance with generally accepted accounting principles. Each Party shall have the right to audit such books and records of the other party solely and directly relating to this Agreement and all amendments, addendums, attachments, schedules, riders and/or exhibits attached hereto exhibits, upon reasonable notice and at its expense, not more frequently than once per consecutive twelve (12)-month period during the Term and for a period of one (1) year thereafter and to take extracts from and/or make copies of such records. Each party shall maintain at its principal place of business during the Term and for a period of one (1) year thereafter all books, records, accounts, and technical materials regarding its activities in connection herewith sufficient to determine and confirm all amounts payable to the other Party and all compliance with all other material obligations pursuant to this Agreement. Upon a Party’s written request (to be provided at least ten (10) business days prior to the date of the audit), the other Party will permit one (1) or more representatives of an auditor or agent of the requesting Party’s choice to examine and audit, during normal business hours, such books, records, accounts, documentation and materials, and take extracts therefrom or make copies thereof for the purpose of verifying the correctness of payments made pursuant hereto and/or compliance with the other material obligations hereunder; provided that, the auditing Party shall first obtain a written agreement from any such auditor or agent that such auditor or agent shall be bound by the confidentiality obligations set forth in Section 5 herein and the auditing Party shall in all events be responsible to the audited Party for any action or inaction of such auditor or agent that would violate Section 5 of this Agreement. Unless otherwise agreed by the Parties in writing, such examination shall be in material accordance with generally accepted accounting principles. The audited Party shall pay any unpaid, non-disputed delinquent amounts within thirty (30) days of the other Party’s request. To the extent such examination discloses an underpayment of the greater of 5% of the aggregate amount paid or payable to the other party during the period which is the subject of the audit or $15,000, the audited Party shall fully reimburse the other Party, promptly upon demand, for the reasonable fees and disbursements due the auditor for such audit; provided that, such prompt payment shall not be in lieu of any other remedies or rights available to such other Party hereunder. In all other events,

all fees and expenses of the auditing Party’s auditor or agent under this Section shall be paid by the auditing Party. If an audit reveals an overpayment, the auditing Party shall promptly notify the other and shall pay the amount of any such overpayment to the other Party within thirty (30) days thereafter.

     11.2 If any report of an audit under the provisions of subsection (a) of this Section discloses to the auditing Party any underpayments or overpayments, a copy of such audit report shall be promptly delivered to the audited Party. Unless the amount of any underpayment or overpayment shown on such report is disputed by the audited Party, in writing (a “Notice of Dispute”), within twenty (20) days after receipt of the audit report, the audit report shall be deemed accepted and all amounts due thereunder shall be paid according to the applicable provisions of subsection (a) of this Section. In the event that Client and Synacor have not resolved all disputed items to their mutual satisfaction within thirty (30) days after a Notice of Dispute has been received by the auditing Party, they shall promptly submit such audit report and all supporting work papers to an independent accounting firm (i.e., an accounting firm that does not, and has not, provided any services to either Party or to any of the Parties’ subsidiaries or affiliated entities) of national stature in the United States selected by mutual agreement of Client and Synacor for binding review of any disputed items. All costs and expenses of such review shall be apportioned between the Parties on the basis of each Party bearing the expense of that portion of the review that shall be related to disputed items that are resolved against such Party. If Client and Synacor are unable to agree upon the selection of an independent accounting firm of national stature in the United States to perform the binding review of any disputed items, the determination and selection of the independent accounting firm of national stature shall be settled by arbitration in New York, New York in accordance with the rules and regulations of the American Arbitration Association.

12. GENERAL PROVISIONS. This Agreement is not transferable by either Party without the other’s prior written consent (which shall not be unreasonably conditioned, delayed or withheld), except that either Party may (without consent) assign its rights and obligations hereunder to any entity that is controlled by, controls, or is under common control with the assigning Party or to any successor entity to all or substantially all of its business (by sale or other transfer of equity or assets, merger, consolidation, reorganization or otherwise). This Agreement will be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the Parties. This Agreement (including any schedules, exhibits, riders, addendums, amendments and attachments) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the Parties concerning the subject matter of this Agreement. No change, modification or waiver to this Agreement will be effective unless in writing and signed by both parties. In the event of any conflict or inconsistency between the terms and conditions in the Master Agreement and any schedule or other exhibit attached hereto not expressly and specifically stated otherwise, the terms and conditions of the Master Agreement will prevail. Except as expressly provided herein, any different or additional terms on any related purchase order, confirmation or similar form, even if signed by the Parties after the date hereof, shall have no force or effect on this Agreement. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. All notices under this Agreement will be in writing and will only be deemed to have been duly given the day after being sent, if sent for next day delivery by nationally recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA without regard to the conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party (whether plaintiff or defendant) will be entitled to recover its reasonable costs and attorney’s fees. Headings are for convenience of reference only and shall in no way affect interpretation of the Agreement. This Agreement may be executed in one or more counterparts, each of which (once executed) shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Neither Party shall have any rights against the other Party hereto for the non-operation of facilities or the non-furnishing of services or fulfillment of obligations if such non-operation, non-furnishing or non-fulfillment is due to an act of God or other cause beyond such Party’s reasonable control. All remedies, whether at law, in equity or pursuant to this Agreement shall be cumulative. The Parties agree that Synacor and its employees and agents will be serving Client as independent contractors for all purposes and not as employees or partners of, or joint venturers with, Client. Nothing in this Agreement shall be deemed to constitute a fiduciary relationship between Synacor and Client, nor shall anything in this Agreement be deemed to create an agency relationship between Synacor and Client. Neither Synacor nor Client shall be or become liable or bound by any representation, act or omission whatsoever of the other. The provisions of this Agreement are for the exclusive benefit of the Parties hereto and their permitted assigns, and neither Party intends to benefit any other person or entity, including, without limitation, a “third party beneficiary,” as that term may be defined by applicable statutory or case law, and except as expressly provided in Section 8(g) of the Addendum, no person or entity who is not a party (including, without limitation, an obligor, borrower, or guarantor) will have any rights or claim against a Party by virtue of this Agreement.

PRODUCT & PRICING SCHEDULE

     This Schedule A forms a part of, and is governed by, the Synacor Master Services Agreement dated September 30^th., 2004, by and between Synacor, Inc. and Charter Communications Holding Company, LLC (“Client”), including any schedules, attachments, or exhibits attached thereto (collectively, the “Agreement.”) Any capitalized terms used in this Schedule A and not defined herein shall have the meanings ascribed to such terms in the Agreement.

The product deliverables and fees payable by Client to Synacor pursuant to the Agreement are set forth below.

1. Portal Features and Functionality (including Portelus Technology).

2. Portal Content:

(a)

Free Content: The below-listed initial Content (the “ Initial Information Services”) will be integrated into the Client Branded Portal at no cost to Client:

	(i)		An integrated Yellow, White Pages, Maps, and Restaurant Search (from a provider such as Switchboard);
	(ii)		An integrated [*] Search subject to the terms set forth in Schedule F, attached hereto and incorporated herein by reference;
	(iii)		Horoscopes;
	(iv)		Auto Channel — currently provided by [ * ];
	(v)		Career Channel — currently provided by [ * ]; and
	(vi)		Travel Channel — currently provided by [ * ].

(b)

Additional Synacor Content: The following additional Synacor Content (the “Additional Synacor Content”) may be integrated into the Client Branded Portal, at the option of Client, for the costs listed below:

(i)

[*] News service (stories, pictures, videos, etc.) as set forth below (“[*] News Service”) is included in the Client Branded Portal so that when a User clicks on a news story or video the User will remain within the Client Branded Portal. The [*] News Service includes:

	•		National News
	•		World News
	•		Sports News
	•		Entertainment News
	•		Health News
	•		Business and Finance News

[*]
[*]
[*]

(ii)

Local Movie Listings by Zip Code Approximate [*]

(c) Continuous Efforts to Refresh Initial Portal Screen: Synacor shall ensure that the initial/opening screen of the Client Branded Portal is refreshed/updated on a continuous basis each day but in no event less than twice each day between the hours of 6 a.m. and 12 a.m. (EST). Such refresh responsibility shall include but not be limited to changing the primary new story image/picture in the Dynamic Content Components, altering the various lead story headlines from time to time, and generally ensuring that staff is available to implement visible, significant changes to or updating of the initial/opening (and other available) screens throughout each day, seven (7) days per week.

3. Synacor Premium Product Fees. For purposes of creating a fee structure, relevant Synacor Premium Product may be bundled into products as described below (the “Synacor Premium Products”) at the request of Client, and subject to Client’s prior written approval. In the event Client elects to procure for placement on the Client Branded Portal any such Synacor Premium Product, each month, Synacor shall bill Client for an amount determined by multiplying the number of Subscription Accounts (as defined below) in a given month (calculated as set forth above with respect to Users) by the monthly fee relating to the pertinent Synacor Premium Product(s) subscribed to by Subscription Account. For purposes herein, a “Subscription Account” is defined as an account that allows a User access to the given Synacor Premium Product from the Client Branded Portal or other location as subsequently agreed to by the Parties. Synacor Premium Product Fees for the Synacor Premium Products as set forth herein shall remain in effect for the Initial Term of the Agreement provided, however, that Synacor shall be entitled to revise any fees set forth in this Agreement directly proportionate to changes in the fees payable by Synacor to Synacor Providers for the respective premium content. Likewise and except for the Synacor Premium Product defined in Section (3)(a)(i) below, Synacor shall reduce its fees charged to Client as set forth below for Synacor Premium Products in direct proportion to any reduction in fees charged Synacor by Synacor Providers in the calendar month following such Synacor Provider reduction. [  *  ] Synacor shall use its best efforts to provide Client not less than sixty (60) days prior notice of any applicable increase in fees. In addition to other rights Client may have under this Agreement (including but not limited to Client’s right to eliminate or replace Synacor Content with Client Content at any time), Client may elect to require Synacor to use reasonable commercial efforts to provide reasonably equivalent Synacor Content at fees equal to or lower than those attributable to then-current Synacor Content, or to modify the Synacor Content mix, as necessary to result in a mutually agreeable wholesale price change.

(a)

Synacor Premium Products. The following Synacor Premium Products may be made available to Client for distribution to Users for the monthly fees described below:

(i)

Premium Family Bundle: Cost to Client: [*] for each Subscription*.The Premium 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 & 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.
	•		CNN QuickCast & NewsPass — up to 30 video news updates per day. Along with 12, 2 minute breaking news stories per day*. (Subject to approval by CNN)
	•		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, MLB Radio

(ii)

Music Bundle: Cost to Client: [*] The Music Bundle shall include all of the following:

	•		MusicNet unlimited song download service which includes unlimited song downloads to a personal computer from over 700,000 tracks & commercial free radio
	•		Sync Magazine From Zinio (Synacor may add additional Magazines)

(b)

[*]

(c)		Additional Synacor Premium Products: Additional Synacor Premium Products may be added to this list from time to time by mutual agreement of the Parties through appropriate exhibits to be attached hereto.
(d)		Synacor shall exercise commercially reasonable efforts to enhance and/or improve the features and characteristics of the Client Branded Portal, but in any event shall release a significantly updated/improved Client Branded Portal once every twelve (12) months during the term of the Agreement. In addition, any new feature(s) offered by Synacor to third party clients shall be simultaneously extended to Client.

4. Bandwidth and Hardware Fees. [*]

5. Client Sourced Services

a)		Integration Fees. Client shall pay to Synacor an Integration Fee in connection with any new third party premium content or services (each a “Client Sourced Service”), that is not Synacor-sourced and which Client requests Synacor to integrate into the Client Branded Portal or Synacor Premium Product(s) and that requires utilization of Unified Login. In the event that such integration requires less than [*] of software development time, such Integration Fee will be [*]. Subsequent to such integration, Client shall have the right to have Synacor manage such Client Sourced Service, so long as Client continues to make such Client Sourced Service available to Users by way of the Client Branded Portal or relevant Synacor Premium Product(s), at no further integration cost to Client, pursuant to the terms of the Agreement as if it were a Synacor Sourced Service. If such integration is reasonably anticipated by Synacor to require [*] of software development time, Synacor will prepare a detailed statement of work for such integration, including the fee payable, which shall be commercially reasonable and competitive standard industry rates for such software development or integration, to Synacor, which shall be subject to Client’s written approval prior to the commencement of work. One-half of such integration fees shall be payable upon commencement of development with the remaining one-half being due upon completion of development and acceptance testing.
b)		[*]

c)

Definition. All Client Sourced Services shall be considered Client Content for purposes of this Agreement.

6. Revenue Sharing: Synacor and Client agree to share, [*] ancillary revenues received from content providers whose services and or features have been added to or made available via the Client Braded Portal pursuant to the mutual agreement of the parties. One such example (to the limited extent would be revenues received by Synacor for inclusion of the “White Pages” and/or “Yellow Pages” search content on the Client Branded Portal.

7. Professional Services. The following services are considered professional services:

a)		Integration beyond Synacor’s APIs;
b)		Portal customization beyond the look, feel, element placement and similar options embedded in the Synacor’s portal template as of the date of the Agreement;
c)		Onsite Training; and
d)		Other programming or customizations not specified in the Portal Product Plan. Synacor shall provide the Client a Statement of Work (SOW) and cost estimate for all Professional Services engagements. Any such SOW and cost estimate must be agreed to in writing prior to the initiation of an applicable Professional Services engagement.

8. Travel Expenses. Client agrees to pay for all reasonable travel expenses approved by Client in advance and actually incurred by Synacor during the course of and in order to perform support or technical training services.

9. Acceptance Process. Client may test and approve the Client Branded Portal prior to launching it to Users. Commencing upon the delivery to Client of the Client Branded Portal as set forth in the Synacor Specifications and continuing up to fifteen (15) calendar days thereafter (the “Test Period”), Client shall have the right and will use its best efforts to engage in testing, including but not limited to that designed to determine whether Client Branded Portal substantially meets both the Appearance Requirements and the Functionality Requirements. For purposes of clarification, the nature, extent, and/or type of such testing is not limited under this paragraph except to the extent that such testing shall be performed in accordance with the timeframes stated herein unless such testing when conducted and pursued to completion requires more time than that allotted herein, in which case such Test Period shall be extended to the limited extent necessary to complete the underlying testing. Within five (5) business days after the expiration of the Test Period, Client will provide Synacor with (a) written acceptance of the Client Branded Portal, or (b) written rejection, including a reasonably detailed explanation therefor (a “First Rejection Notice”), if the Client determines in good faith that the Client Branded Portal does not substantially meet the Appearance Requirements and/or the Functionality Requirements. In the event the Client does not deliver a First Rejection Notice as provided herein, the Client Branded Portal shall be conclusively deemed accepted by Client. In the event that Client provides a First Rejection Notice, then Synacor will use its best efforts to correct the identified failures as soon as commercially reasonable and, in no event, later than fifteen (15) business days after receipt of such First Rejection Notice Synacor shall resubmit the Client Branded Portal to Client for further testing for a period of not more than fifteen (15) business days (the “Second Test Period”) by Client with respect to the specific failed criteria. Within five (5) business days after the expiration of the Second Test Period, Client will provide Synacor with either (i) written acceptance of the Client Branded Portal, or (ii) written rejection if Client determines in good faith that the failed criteria identified in the First Rejection Notice have not been corrected, including a reasonably detailed explanation therefor (a “Second Rejection Notice”). In the event the Client does not deliver a Second Rejection Notice as provided herein, the Client Branded Portal shall be conclusively deemed accepted by Client. In the event that Client provides a Second Rejection Notice, Client shall resubmit the Client Branded Portal to Synacor and Synacor will use its best efforts to correct the identified failures as soon as commercially reasonable and, in no event, later than fifteen (15) business days after receipt of such Second Rejection Notice, Synacor shall resubmit the Client Branded Portal to Client for final testing. Client shall conduct final testing for a period of not more than fifteen (15) business days (the “Final Test Period”) with respect to the specified failed criteria. Within five (5) business days after the expiration of the Final Test Period, Client will provide Synacor with (A) written acceptance of the Client Branded Portal, or (B) written rejection if Client determines in good faith that the failed criteria identified in the First Rejection Notice or Second Rejection Notice have still not been corrected (a “Final Rejection Notice”). In the event the Client does not deliver a Final Rejection Notice as provided herein, the Client Branded Portal shall be conclusively deemed accepted by Client. If Client provides a Final Rejection Notice and Client has not otherwise agree to pursue further development and/or testing of the Client Branded Portal, the Final Termination Notice shall constitute a notice of termination of the Agreement without further liability of either Party to the other, [*]

SCHEDULE B
TO
SYNACOR MASTER SERVICE AGREEMENT

SERVICE LEVEL AGREEMENT

          This Schedule B forms 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 Company, LLC (“Client”), including any schedules, attachments, or exhibits attached thereto (collectively, the “Agreement.”) Any capitalized terms used in this Schedule B and not defined herein shall have the meanings ascribed to such terms in the Agreement.

I. General

II. Monitoring

In an effort to detect potential problems before they impact the availability and performance of the System or the Services, Synacor shall monitor the status of its systems using both automated and manual tools employed in its 24 by 7 system monitoring and administration. Such monitoring shall be performed to assess and include, but not be limited to;

	(i)		Service availability;
	(ii)		Database connectivity and performance;
	(iii)		System load;
	(iv)		Network availability and performance; and
	(v)		System usage.

III. Reporting

               SUBSCRIBER DATA

	1.		Number of Users
	2.		User Cancellations

               MONTHLY USAGE DATA

	1.		Unique Users accessing Synacor Sourced Services
	2.		Unique Users accessing Client Branded Portal
	3.		Hits/redirects to each Synacor Provider

Synacor will provide Client reports detailing (i) the number, cause, and resolution status of Synacor system outages and (ii) the performance of Synacor with respect to its system availability obligations, each of which shall be sent to Client in an electronic format within seven (7) days of Client’s request therefor (such request not occurring more than once per month) and otherwise no more than fifteen (15) days after the expiration of each calendar quarter. Client may require reasonable changes to the formatting or structure/layout of the report from time to time (such changes to be implemented at Client’s cost).

IV. System Availability

     System Availability SLA Credits:

a.

Portal Unavailability: Defined as any instance in which the Client Branded Portal is unavailable to Client’s Users or where Client or User makes an HTTP request and Synacor’s System does not respond. For the avoidance of doubt, the failure of Unified Login or third party Content due to the fault of the third party Content providers is not included in this SLA.

i.

Cumulative Mean Time to Repair:

[*]

b.

[*]

Performance

The Performance (“Performance”) of the Client Branded Portal is defined as the System response time for each Portal page as agreed upon by the Parties prior to the launch of the pertinent Portal page (each, a “Response Time”), measured via HTTP requests, or similar requests via other protocol used on the Client Branded Portal by Client or Users, performed by Client servers directly from any Client IP backbone location. Performance of Response Times will be tested against a steady-state Portal page of similar type and size to the pertinent Portal page, which steady-state Portal page will reside on the same Host (as defined in the Synacor Specifications) as does the Client Branded Portal. Synacor’s responsibility for Performance includes, but is not limited to, maintenance of web server response, Authentication performance, routers, switches, Internet transit or Peering connections (Network hardware, cross-connects, or circuits that are Synacor’s responsibility), or any other device in Synacor’s direct control, at no less than [*]% peak utilization. If Synacor is unable to perform in accordance with any pertinent Response Time, then Synacor will be responsible for the following remedy:

V. Data Integrity

VI. Scheduled Maintenance Windows

VII. Emergency Maintenance Notification

VIII. Incident Management

Technical Support. Synacor will provide Client Tier 2 e-mail and the appropriate of telephone, e-mail, and/or other support to Client’s designated escalation specialists. These specialists will be trained by

Synacor to offer support to Client’s First-Level Support staff. Synacor shall make its support center standard hours available twenty-four (24) hours per day, three hundred, sixty-five (365) days per year throughout the Term.

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

(i)

E-mail: Client will e-mail Synacor its request for support: charter@synacor.com

	a.		A Synacor customer agent will respond to the question with the answer or a responsive reply or will issue a tracking number to each matter that is escalated (as set forth below).
	b.		The Synacor customer agent will then notify the Client escalation group with the appropriate timeline for any escalation to be resolved.

(ii)

Phone: In the event that a support issue requires Priority 1 treatment (e.g., Priority 1, Portal Unavailability, or Synacor/Client Unavailability), or is otherwise better addressed by a telephone call rather than e-mail, Client may by-pass Escalation Level 1 (as defined below) support and apply Escalation Level 2 support and initiate a call directly to a Synacor support specialist. Such calls will be placed solely from the Client escalation group person(s) who is (/are) responsible for initiating Level 2 support requests. Following each such call, a Client escalation Level 2 support person will send an e-mail confirming all the technical details regarding the issue. Synacor will follow the same process of tracking such issues via the e-mail tracking system.

          (b) The escalation process starts with the troubleshooting, diagnosis, and resolution processes. As Client’s service team receives alerts they will be prioritized by Synacor based on the gravity/urgency of the underlying problem and assigned to a Synacor support technician. The Synacor support technician will diagnose and fix the problem as soon as possible. Should the problem be too severe for simple solution by Client, the problem incident shall be escalated to the Synacor development team as soon as is possible.

(i)

Escalation Process Example

	a.		Registered User has a question about Product
	b.		User calls the Client Technical Support number or e-mails Client
	c.		User reports an issue believed to stem from use of Portal
	d.		Client Support agent is unable to provide a resolution and contacts Synacor Customer Service via e-mail or telephone
	e.		Client Support agent will send e-mail to Synacor with all the details of the issue following a telephone call
	f.		Client Support agent collects the User’s e-mail address and telephone number, notes the nature of the inquiry and submits the relevant information to Synacor Customer Service (using the Escalation Process).
	g.		Synacor receives the information from Client, and proceeds with the investigation applying the escalation process
	h.		Synacor supplies Client with a solution to the problem and resolves the issue as appropriate

(ii)

Synacor Escalation Response Times

a.

Priority 1 or Portal Unavailability Issues:

•

Synacor support personnel will escalate these issues to no less than Level 6 immediately upon contact by Client support personnel.

b.

Service Level

	•		Customer service — general product information related to Product
	•		Hours of operations: 24 x 7, 365 days per year
	•		Service language: English
	•		Issue reporting methods: electronic mail in English
	•		Technical support — assistance with technical issues related to Product

          (c) Incident Management

Synacor and the Client will exercise reasonable discretion and good faith to classify reported problems based upon the specified categories below. In case of disagreement about how to classify a specific problem, such problem shall be deemed to be classified at the more severe priority level recommended by one of the Parties.

The following priority allocations will apply:

          Customer Info Required for Synacor Support:

	(i)		User ID
	(ii)		Domain Name
	(iii)		Password (if possible)
	(iv)		E-mail Address

          Escalation Information:

	(i)		Premium Service Vendor
	(ii)		Date/Time Incident Occurred
	(iii)		PC /Macintosh information
	(iv)		Operating System
	(v)		Browser type / version
	(vi)		Internet Connection Dial / Broadband
	(vii)		Detailed Description of Escalation

IX. Product Revision Management

Synacor shall notify Client in writing at least five (5) business days in advance of any minor product enhancements that do not substantially affect the Client Branded Portal.

Should a change be required in the hosting environment (whether hardware, software or network) Synacor is responsible for opening and shall submit a change request at least forty-eight (48) hours in advance of initiating such change and must receive approval from the Client’s NOC twenty-four (24) hours in advance of initiating any such change.

For major modifications to the Client Branded Portal, Client and Synacor personnel must first agree (subject to the respective reasonable discretion of both) on the appropriate launch date therefor, which date will be no less than ten (10) and no more than thirty (30) days after Client’s acceptance of such major modification.

X. Disaster Recovery

The following disaster recovery plan is specific to Client and must be implemented/undertaken by Synacor as described herein.

Overview:

Synacor must back up all data, software, and configurations every twenty-four (24) hours to an offsite location at least one hundred (100) miles from Synacor’s primary data center/the location at which the Disaster (defined below) is expected to occur, is occurring or has occurred such that should a Disaster occur, such data, software, and configurations can be installed on hardware at a new data center. The new data center will initially be a third-party managed hosting provider.

Possible Disaster Recovery Scenarios

Synacor’s Disaster Recovery Plan shall take into account the partial or full destruction of Synacor’s data center. For purposes of the Agreement, a “Disaster” shall be any event in which there is full or partial destruction of Synacor’s data center, underlying building or other significant facilities affecting Syncacor’s data center (e.g., events caused by or resulting from any variety of destructive events including, but not limited to, fire, earthquake, the unavailability of the Synacor’s building, data center, or otherwise location in which data is otherwise located or dependent or for any other reason).

The building housing Synacor’s data center is also the primary location where many of the Tier 1 providers bring their networks into Buffalo, New York. If an adverse event giving rise to the likelihood of a Disaster that might or does impact/affect such building in whole or in part, Synacor shall activate the disaster recovery plan.

Recovery Time Performance Obligations

(1)

Within four (4) hours of the occurrence of a Disaster:

	A.		Synacor shall bring online/activate a minimal cluster of webservers and application servers will be at the disaster recovery location
	B.		Synacor shall also bring in/activate (i) a non-configurable portal site with some content and (ii) the Charter Branded Portal and Charter-branded pages will be brought online at the disaster recovery location. Synacor shall take all action/steps necessary to direct websites to the new location. Charter shall be given that access necessary to perform and have the option of modifying DNS to achieve such re-direction, provided that Synacor shall perform such re-direction in the event Charter does not elect to do so within this timeframe.
	C.		Both Synacor and Client shall set their respective Nameservice TTL sufficiently low to minimize propagation time.

(2)

Within ninety-six (96) hours of the occurrence of a Disaster:

	A.		Synacor shall construct a cluster of servers in order to mimic the original configuration
	B.		Synacor shall copy all data to and secure such at the disaster recovery location
	C.		Synacor shall install all software such that it is operational/“up and running” at the disaster recovery location
	D.		Synacor shall ensure that the Services are operating in accordance with the parameters required under this Agreement, if possible.

          Roles and Responsibilities

	•		Placing production-ready database copies on a server at the disaster recovery site, at least once a day
	•		Synchronizing code to the disaster recovery site at the same time it is launched on live servers

•

Updating the Charter static page at the disaster recovery site with up-to-date content no less than once an hour

XI. Software Updates

Synacor agrees to keep critical software updated to a version supported by the vendor, including operating system software and application software such as PHP and MySQL.

XI. Application and Design Review

Synacor and Client will meet at least once annually to review the application and design overview for the Charter Branded Portal, The initial meeting will take place within the first one hundred twenty (120) days of commercial launch of the Charter Branded Portal.

SCHEDULE C
TO
SYNACOR MASTER SERVICE AGREEMENT

SYNACOR SPECIFICATIONS

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SCHEDULE D
TO
SYNACOR MASTER SERVICE AGREEMENT

Synacor System Security Policy (“Security”)

     This Schedule D forms a part of, and is governed by, the Synacor Master Services Agreement dated September 30^th, 2004, by and between Synacor, Inc. and Charter Communications Holding Company, LLC (“Client”), including any schedules, attachments, or exhibits attached thereto (collectively, the “Agreement.”) Any capitalized terms used in this Schedule D and not defined herein shall have the meanings ascribed to such terms in the Agreement.

Access Control

Software Integrity

     Data Backups, backup handling:

     Failover Testing

     Monitoring and Auditing

Physical Security

     Authentication and Authorization

Incident Management

Synacor has adopted and shall maintain the following Incident Response Plan. “Incidents” are defined as any malicious attacks designed to gain access to Synacor systems, including, but not limited to hacking attempts, other intrusions, and/or identifiable denial-of-service attacks that target equipment controlled by Synacor.

Security Incident Response Team (“SIRT”)

Synacor shall maintain a Security Incident Response Team (“SIRT”). The primary SIRT team shall have the following roles, functions, and responsibilities:

The SIRT Team Leader, currently the Systems Manager, shall be responsible for overseeing the team and conducting policy review at least once each year and an additionally after each Incident.

An Incident-specific SIRT Incident Lead will be selected from time to time if merited on the nature of the Incident, and will either be a Synacor System Administrator, Network Administrator, or the IT Manager. In any event, the Incident Lead shall be responsible for coordinating and reporting on the response.

The SIRT Communications Lead shall be responsible for managing communications between the response team, internal interested parties such as account managers and Synacor executives, and external clients as appropriate. The current SIRT Communications Leader is Synacor’s Senior Account Manager assigned to the Client.

Incident Response Plan

Notification

	•		detected intrusions on servers
	•		detected intrusions on network equipment
	•		privilege exceptions
	•		unexpected changes to system configurations

	•		provider network equipment intrusions
	•		intrusions on third-party equipment adjacent to Synacor’s network

	•		logins and login errors
	•		privileged executions
	•		suspicious web log entries
	•		SQL errors
	•		Unexpected process halts
	•		process restarts

Initial Assessment

Incident Communication

Damage Identification, Containment and Recovery

	•		duration of attack
	•		the effects of isolating/turning off compromised systems
	•		the extent of compromised systems
	•		the duration of the attack

	•		the origin of the attack
	•		the intent of the attack

	•		audit of affected systems and all other systems for malicious software, and document.
	•		audit of system logs on affected systems
	•		conduct comparison of filesystem on affected systems against the base
	•		server installation to identify attack details
	•		audit of in-memory processes on all systems

Post-Incident Monitoring

Civil/Criminal Investigation

	•		the nature of the attack
	•		the extent and quality of the forensic evidence
	•		the identity and location of the perpetrator, if known
	•		the likelihood of another such attack
	•		the resource cost of the investigation
	•		impact on user privacy
	•		impact on company/client reputation
	•		advice of counsel

Schedule E
TO THE MASTER SERVICES AGREEMENT
BETWEEN SYNACOR, INC. AND
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC

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SCHEDULE F
TO
SYNACOR MASTER SERVICES AGREEMENT

SEARCH REVENUE SHARING ADDENDUM

     This Schedule F forms 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.

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     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 expire on June 30, 2005 (the “Initial Term”) and may be renewed by the Parties only upon a definitive written agreement signed by the Parties (the term of any such renewal being referred to as the “Renewal Term”). For purposes of the Agreement, the Initial Term together with any Renewal Term, if any, may also be referred to as the “Services Term.”

The foregoing is hereby agreed and accepted by: