Common use of Content Provider Requirements Clause in Contracts

Content Provider Requirements. a. Client agrees to utilize the user interfaces or other identification verification methods of the System, as described in Section 3 of this Schedule E, without modification, (including framing or co-branding), unless Client has obtained the prior written consent of Synacor to do otherwise. b. Client acknowledges and agrees that the look, feel, size and placement of any Synacor Sourced Content on the User access web pages (and any change or modification thereof), as described in Section 3 of this Schedule E, is subject to Synacor’s approval, which may include terms, conditions and restrictions on the use of such Synacor Sourced Content or which may be withdrawn at any time. c. User access to the Premium Content will be included as part of a premium Client Internet service package, which may be offered as part of a premium tier of Internet service or at an additional charge payable by the User. Client will not, at any time, permit access to the Premium Content by any person via the general Internet or other access method other than through Synacor’s System. d. Neither Synacor nor a Synacor Provider will have any liability to Client in the event a Synacor Provider exercises its rights to terminate the rights and licenses to use Synacor Sourced Content. Neither Client nor a Client Provider will have any liability to Synacor in the event a Client Provider exercises its rights to terminate the rights and licenses to use Client Sourced Content. In either case, in the event that any Content Provider exercises its right to terminate the rights and licenses to use its Content, the Party receiving notice of such exercise will use good faith efforts to provide notice to the other party at least 60 days prior to such termination. e. Without the consent of Synacor, which consent will not be unreasonably withheld, Client will not: (i) send any interstitials, pop-up windows, or other messages or files to the User during the time in which any Synacor Sourced Content is displayed, or (ii) sell any advertising in, on, or related to any Synacor Sourced Content, including banners, buttons, links, streaming audio or streaming video advertisements, unless Synacor is permitted by the applicable Content Provider to sell such advertising. In connection with Synacor Sourced Content distributed pursuant to this Agreement, without the prior submission to Synacor of any relevant materials that Synacor may request (including web pages) and unless Client has obtained Synacor’s written approval, Client will not use the name, logo or any of the proprietary marks of any Synacor Provider in any sales, advertising or marketing materials. f. Client and Synacor expressly acknowledge that, to the extent required in such Party’s agreement [*]

Content Provider Requirements. a. (a) Client agrees to utilize the user User interfaces or other identification verification methods of the System, as described in Section 3 of this Schedule EAddendum, without modification, (including including, but not limited to, framing or co-branding), unless Client has obtained the prior written consent of Synacor to do otherwiseotherwise (such consent not to be unreasonably withheld). b. (b) Client acknowledges and agrees that the look, feel, size and placement of any Synacor Sourced Content on the User access web pages (and any change or modification thereof), as described in Section 3 of this Schedule EAddendum, is subject to Synacor’s approvalapproval (not to be unreasonably withheld) which, which subject to the foregoing, may include reasonable terms, conditions and restrictions on the use of such Synacor Sourced Content or which may be withdrawn at any timetime upon a reasonable basis therefor. c. User (c) Consumer access to the Premium Content will be included as part of a premium Client Internet service package, package which may be offered as part of a premium tier of Client’s Internet service or at an additional charge payable by the User. Client will not, at any time, permit access to the Premium Synacor Content by any person via the general Internet or other access method other than through Synacor’s SystemSystem during the term of the Agreement. d. (d) Neither Synacor nor a Synacor Provider will shall have any liability to Client in the event a Synacor Provider exercises its rights to terminate the rights and licenses to use Synacor Sourced Content. Neither Client nor a Client Provider will have any liability to Synacor Content as provided in Section 6(c) of this Addendum, except in the event a Client Synacor Provider exercises its rights to terminate the rights and licenses to use Synacor Content based upon the default, gross negligence or willful misconduct of Synacor. (e) Client Sourced Content. In either case, in agrees that Synacor has the event that any Content Provider exercises its right to terminate withdraw all Content upon lawful termination of the rights and licenses to use its Content, the Party receiving notice of such exercise will use good faith efforts to provide notice Agreement without liability subject to the other party at least 60 days prior to such terminationprovisions of the Agreement. e. (f) Without first obtaining the consent of Synacorthe other Party, which consent will not be unreasonably withheld, Client will notneither Party will: (i) send any interstitials, pop-up windows, or other messages or files to the User during the time in which any Synacor Sourced Content is displayed, or (ii) sell any advertising in, on, or related to any Synacor Sourced Content, including but not limited to banners, buttons, links, streaming audio or streaming video advertisements. In addition, Synacor shall not sell or place any advertising, including but not limited to banners, buttons, links, streaming audio or streaming video advertisements, whatsoever unless Synacor is permitted approved by client in writing in advance. Nothing in this Paragraph 8(f) shall limit Client’s ability to place advertising on the applicable Content Provider to sell such advertisingClient Branded Portal, including, without limitation, Client’s home page. In connection with Synacor Sourced Content distributed pursuant to this AgreementAddendum, without the prior submission to Synacor of any relevant materials that which Synacor may request (including but not limited to web pages) and unless Client has obtained Synacor’s written approval, Client will not use the name, logo or any of the proprietary marks of any Synacor Provider in any sales, advertising or marketing materials. f. (g) Client and Synacor expressly acknowledge thatthat each Provider is a third party beneficiary to this Addendum solely for purposes of enforcement of the provisions of this Addendum relating to the protection, security, and prevention of any unlawful use of the Provider’s Content and that any Provider may, in its sole discretion, take any and all action, including, but not limited to, commencing any legal action, to the extent required in enforce such Party’s agreement [*]limited right pursuant to this CONTENT DISTRIBUTION ADDENDUM 3

Content Provider Requirements. a. (a) For Client Sourced Content that Client wants to make available on the Client Branded Portal, Client agrees to utilize the user interfaces or other identification verification methods of the System, as described in Section 3 of this Schedule ESchedule, without modification, (including including, but not limited to, framing or co-branding), unless Client has obtained the prior written consent of Synacor to do otherwise. b. (b) Client acknowledges and agrees that the look, feel, size and placement of any Synacor Sourced Content on the User access web pages (and any change or modification thereof), as described in Section 3 2 of this Schedule ESchedule, is subject to Synacor’s approval, which may include terms, conditions and restrictions on the use of such Synacor Sourced Content or which may be withdrawn at any time. c. User access (c) Access to the Premium Content will may be included as part of a premium Client Internet service package, package which may be offered offered, on User terms to be solely determined by Client, as part of a premium tier of Internet service or at an additional charge payable by the User. Client will not, at any time, permit access to the Premium Synacor Sourced Content by any person via the general Internet or other access method other than through Synacor’s System. d. (d) Neither Synacor nor a Synacor Provider will shall have any liability to Client in the event a Synacor Provider exercises its rights to terminate the rights and licenses to use Synacor Sourced Content. Neither Content as provided in Section 6(c) of this Schedule. (e) Client nor a Client Provider will have any liability to agrees that Synacor in has the event a Client Provider exercises its rights to terminate the rights and licenses to use Client Sourced Content. In either case, in the event that any Content Provider exercises its right to terminate withdraw all Content upon termination or expiration of the rights Agreement (inclusive of any Wind-Down Period) without liability and, upon such termination or expiration, and licenses to use its Contentat Client’s option, the Party receiving notice of such exercise will use good faith efforts to provide notice for the seamless migration of any Users or subscribers of Synacor Sourced Content to the other party at least 60 days prior to such terminationSynacor Provider. e. (f) Without the consent of Synacor, which consent will and to the extent Synacor does not be unreasonably withheldhave the right to do the following, Client will not: (i) send any interstitials, pop-up windows, or other messages or files to the User Users during the time in which any Synacor Sourced Content is displayed, other than customer service or network security related messages; or (ii) sell any advertising in, on, or related to any Synacor Sourced Content, including but not limited to banners, buttons, links, streaming audio or streaming video advertisements, unless Synacor is permitted by the applicable Content Provider to sell such advertising. In connection with Synacor Sourced Content distributed pursuant to this Agreement, without the prior submission to Synacor of any relevant materials that which Synacor may request (including including, but not limited to, web pages) ), and unless Client has obtained Synacor’s or the relevant Synacor Provider’s written approval, Client will not use the name, logo or any of the proprietary marks of any Synacor Provider in any sales, advertising or marketing materials; provided, however, that: (1) Synacor agrees that it has permission from all necessary Synacor Providers to use, and to the extent such use is deemed a use by Client, to allow Client to use, such Synacor Provider’s name, logo and proprietary marks on the Client Branded Portal specifically as provided by Synacor for the Client Branded Portal; and (2) that Synacor shall review and approve or disapprove (in its reasonable discretion), or, where necessary, get the Synacor Provider’s approval or disapproval, of such proposed use of a Synacor Provider’s name, logo or proprietary marks within 5 calendar days of Client’s request to use such Synacor Provider’s name, logo or proprietary marks. f. (g) Client and Synacor expressly acknowledge thatthat each Content Provider is a third party beneficiary to the Agreement solely for purposes of enforcement of the provisions of this Agreement relating to the Content Provider’s Content, and that any Content Provider may, in its sole discretion, take any and all action, including but not limited to commencing any legal action, to enforce its rights pursuant to this Agreement. The parties agree that Terms of Sections I through X shall not apply to Activated Email Boxes. For Activated Email Boxes, the extent required in such Party’s agreement [*]provisions of Sections XI through XX shall apply.

Content Provider Requirements. a. Client agrees to utilize the user interfaces or other identification verification methods of the System, as described in Section 3 of this Schedule E, without modification, (including framing or co-branding), unless Client has obtained the prior written consent of Synacor to do otherwise. b. a) Client acknowledges and agrees that the look, feel, size and placement of any Synacor Sourced Content on the User access web pages Client Branded Portal (and any change or modification thereof), as described in Section 3 of this Schedule E, is may be subject to Synacor’s approvalrequirements or limitations from the Synacor Providers, which and the Parties will work together to address such requirements or limitations. Client understands and agrees that Client may need to include additional terms, conditions and restrictions on the use of such Synacor Sourced Content or which may be withdrawn at any timein its TOU. c. User access to the Premium Content will be included as part of a premium Client Internet service package, which may be offered as part of a premium tier of Internet service or at an additional charge payable by the User. (b) Client will not, at any time, permit access to the Premium Synacor Sourced Content by any person via the general Internet or other access method other than through the Client Branded Portal(s) unless approved in advance by Synacor’s System. If Client wishes to use the Synacor Sourced Content other than as permitted herein, and Synacor does not currently have the rights for such use, Synacor will use commercially reasonable efforts to obtain such rights from the Synacor Provider. To the extent such rights are able to be obtained; the Parties will address the appropriate business model for such use, and mutually agree in writing to the new use as associated business model. d. Neither Synacor nor (c) User access to the Premium Content Products or Premium Offerings may, upon mutual agreement of the Parties, be included either as a Synacor Provider stand alone product or as part of Client’s tiered offerings to the extent authorized in Schedule E. Client will have any liability not permit access to Client in the event a Synacor Provider exercises its rights to terminate the rights and licenses to use Synacor Sourced Content. Neither Client nor Premium Content Products or Premium Offerings to anyone who is not a Client Provider will have any liability to Synacor in the event a Client Provider exercises its rights to terminate the rights and licenses to use Client Sourced Content. In either case, in the event that any Content Provider exercises its right to terminate the rights and licenses to use its Content, the Party receiving notice of such exercise will use good faith efforts to provide notice to the other party at least 60 days prior paid subscriber to such terminationSynacor Sourced Premium Content Products or Premium Offering, unless approved in advance by Synacor. e. Without the consent of Synacor, which consent (d) Client will not be unreasonably withheld, Client will not: (i) send interfere with Synacor Sourced Premium Content by sending any interstitials, pop-up windows, or other messages or files to the User during the time in which any Synacor Sourced Premium Content is displayeddisplayed on the Synacor Provider’s site, or by having interstitials inserted immediately prior to the Synacor Provider’s page load that are monetized or (ii) sell any advertising in, on, or related to any Synacor Sourced Content, including but not limited to banners, buttons, links, streaming audio or streaming video advertisements, advertisements unless Synacor is permitted approved in advance by the applicable Content Provider to sell such advertisingSynacor. In connection with Synacor Sourced Content distributed pursuant to this Agreement, without the prior submission to Synacor of any relevant materials that which Synacor may request (including but not limited to web pages) and unless Client has obtained Synacor’s written approval, Client will not use the name, logo or any of the proprietary marks of any Synacor Provider in any sales, advertising or marketing materials. This Schedule G is attached to and constitutes a material part of the Agreement. Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Agreement. f. Client and Synacor expressly acknowledge that, to the extent required in such Party’s agreement [*]

Content Provider Requirements. a. (a) For Client Sourced Content that Client wants to make available on the Client Branded Portal, Client agrees to utilize the user interfaces or other identification verification methods of the System, as described in Section 3 of this Schedule ESchedule, without modification, (including including, but not limited to, framing or co-branding), unless Client has obtained the prior written consent of Synacor to do otherwise. b. (b) Client acknowledges and agrees that the look, feel, size and placement of any Synacor Sourced Content on the User access web pages (and any change or modification thereof), as described in Section 3 2 of this Schedule ESchedule, is subject to Synacor’s approval, which may include terms, conditions and restrictions on the use of such Synacor Sourced Content or which may be withdrawn at any time. c. User access (c) Access to the Premium Content will may be included as part of a premium Client Internet service package, package which may be offered offered, on User terms to be solely determined by Client, as part of a premium tier of Internet service or at an additional charge payable by the User. Client will not, at any time, permit access to the Premium Synacor Sourced Content by any person via the general Internet or other access method other than through Synacor’s System. d. (d) Neither Synacor nor a Synacor Provider will shall have any liability to Client in the event a Synacor Provider exercises its rights to terminate the rights and licenses to use Synacor Sourced Content. Neither Content as provided in Section 6(c) of this Schedule. (e) Client nor a Client Provider will have any liability to agrees that Synacor in has the event a Client Provider exercises its rights to terminate the rights and licenses to use Client Sourced Content. In either case, in the event that any Content Provider exercises its right to terminate withdraw all Content upon termination or expiration of the rights Agreement (inclusive of any Wind-Down Period) without liability and, upon such termination or expiration, and licenses to use its Contentat Client’s option, the Party receiving notice of such exercise will use good faith efforts to provide notice for the seamless migration of any Users or subscribers of Synacor Sourced Content to the other party at least 60 days prior to such terminationSynacor Provider. e. (f) Without the consent of Synacor, which consent will and to the extent Synacor does not be unreasonably withheldhave the right to do the following, Client will not: (i) send any interstitials, pop-up windows, or other messages or files to the User Users during the time in which any Synacor Sourced Content is displayed, other than customer service or network security related messages; or (ii) sell any advertising in, on, or related to any Synacor Sourced Content, including but not limited to banners, buttons, links, streaming audio or streaming video advertisements, unless Synacor is permitted by the applicable Content Provider to sell such advertising. In connection with with (1) Synacor Sourced Content distributed pursuant agrees that it has permission from all necessary Synacor Providers to this Agreementuse, without and to the prior submission extent such use is deemed a use by Client, to allow Client to use, such Synacor of any relevant materials Provider’s name, logo and proprietary marks on the Client Branded Portal specifically as provided by Synacor for the Client Branded Portal; and (2) that Synacor may request shall review and approve or disapprove (including web pages) and unless Client has obtained Synacorin its reasonable discretion), or, where necessary, get the Synacor Provider’s written approvalapproval or disapproval, Client will not of such proposed use the of a Synacor Provider’s name, logo or any of the proprietary marks within 5 calendar days of any Client’s request to use such Synacor Provider in any salesProvider’s name, advertising logo or marketing materialsproprietary marks. f. (g) Client and Synacor expressly acknowledge thatthat each Content Provider is a third party beneficiary to the Agreement solely for purposes of enforcement of the provisions of this Agreement relating to the Content Provider’s Content, and that any Content Provider may, in its sole discretion, take any and all action, including but not limited to commencing any legal action, to the extent required in such Party’s agreement [*]enforce its rights pursuant to this Agreement.

Content Provider Requirements. a. Client agrees to utilize the user interfaces or other identification verification methods of the System, as described in Section 3 of this Schedule E, without modification, (including framing or co-branding), unless Client has obtained the prior written consent of Synacor to do otherwise. b. a) Client acknowledges and agrees that the look, feel, size and placement of any Synacor Sourced Content on the User access web pages Client Branded Portal (and any change or modification thereof), as described in Section 3 of this Schedule E, is may be subject to Synacor’s approvalrequirements or limitations from the Synacor Providers, which and the Parties will work together to address such requirements or limitations. Client understands and agrees that Client may need to include additional terms, conditions and restrictions on the use of such Synacor Sourced Content or which may be withdrawn at any timein its TOU. c. User access to the Premium Content will be included as part of a premium Client Internet service package, which may be offered as part of a premium tier of Internet service or at an additional charge payable by the User. (b) Client will not, at any time, permit access to the Premium Synacor Sourced Content by any person via the general Internet or other access method other than through the Client Branded Portal(s) unless approved in advance by Synacor’s System. If Client wishes to use the Synacor Sourced Content other than as permitted herein, and Synacor does not currently have the rights for such use, Synacor will use commercially reasonable efforts to obtain such rights from the Synacor Provider. To the extent such rights are able to be obtained; the Parties will address the appropriate business model for such use, and mutually agree in writing to the new use as associated business model. d. Neither Synacor nor (c) User access to the Premium Content Products or Premium Offerings may, upon mutual agreement of the Parties, be included either as a Synacor Provider stand alone product or as part of Client’s tiered offerings to the extent authorized in Schedule E. Client will have any liability not permit access to Client in the event a Synacor Provider exercises its rights to terminate the rights and licenses to use Synacor Sourced Content. Neither Client nor Premium Content Products or Premium Offerings to anyone who is not a Client Provider will have any liability to Synacor in the event a Client Provider exercises its rights to terminate the rights and licenses to use Client Sourced Content. In either case, in the event that any Content Provider exercises its right to terminate the rights and licenses to use its Content, the Party receiving notice of such exercise will use good faith efforts to provide notice to the other party at least 60 days prior paid subscriber to such termination. e. Without the consent of Synacor Sourced Premium Content Products or Premium Offering, unless approved in advance by Synacor, which consent . (d) Client will not be unreasonably withheld, Client will not: (i) send interfere with Synacor Sourced Premium Content by sending any interstitials, pop-up windows, or other messages or files to the User during the time in which any Synacor Sourced Premium Content is displayeddisplayed on the Synacor Provider’s site, or by having interstitials inserted immediately prior to the Synacor Provider’s page load that are monetized or (ii) sell any advertising in, on, or related to any Synacor Sourced Content, including but not limited to banners, buttons, links, streaming audio or streaming video advertisements, advertisements unless Synacor is permitted approved in advance by the applicable Content Provider to sell such advertisingSynacor. In connection with Synacor Sourced Content distributed pursuant to this Agreement, without the prior submission to Synacor of any relevant materials that which Synacor may request (including but not limited to web pages) and unless Client has obtained Synacor’s written approval, Client will not use the name, logo or any of the proprietary marks of any Synacor Provider in any sales, advertising or marketing materials. f. Client . 64 CONFIDENTIAL CONFIDENTIAL TREATMENT REQUESTED SCHEDULE G TO SYNACOR MASTER SERVICES AGREEMENT SERVICE LEVEL AGREEMENT AND CUSTOMER SUPPORT PROCEDURES This Schedule G is attached to and constitutes a material part of the Agreement. Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Agreement. SERVICE LEVELS I. General Synacor expressly acknowledge thatshall provide the agreed to service levels seven (7) days a week, to twenty-four (24) hours a day, consisting of threshold performance standards, monitoring, notification, repair of service outages, and maintenance, as well as compliance with Search, Advertising, Content and Security guidelines as set forth in this Service Level Agreement (“SLA”). Synacor (with Client’s input when necessary) will track and report on each category included herein and for each significant incident will provide a written ‘After Action Review Report’ identifying: (a.) the extent required in appropriate elements involved such Party’s agreement [*]as incident description, time of occurrence, duration, type of User affected and components impacted, and other elements as appropriate; (b) analysis of the root cause(s) of the incident; (

Content Provider Requirements. a. (a) Client agrees to utilize the user User interfaces or other identification verification methods of the System, as described in Section 3 of this Schedule Ethe Synacor Specifications, without modification, (including including, but not limited to, framing or co-branding), unless Client has obtained the prior written consent of Synacor to do otherwise. b. (b) Client acknowledges and agrees that the look, feel, size and placement of any Synacor Sourced Content Services on the User access web pages (and any change or modification thereof), as described in Section 3 of this Schedule Ethe Synacor Specifications, is subject to Synacor’s approval, which approval shall not be unreasonably conditioned, delayed or withheld, but which, subject to the foregoing, may include terms, conditions and restrictions on the use of such Synacor Sourced Content Services or which may be withdrawn at any time. c. User (c) Consumer access to the Premium Content will be included as part of a premium Client Internet service package, package which may be offered as part of a premium tier of Client’s Internet service or at an additional charge payable by the User. Client will not, at any timetime during the Term, permit authorize access to the Premium Content Synacor Sourced Services by any person via the general Internet or other access method other than through Synacor’s the System. d. (d) Neither Synacor nor a Synacor Provider will shall have any liability to Client in the event a Synacor Provider exercises its rights to terminate the rights and licenses to use Synacor Sourced Content. Neither Services as provided in Section 6(c) of this Addendum. (e) Client nor a Client Provider will have any liability to agrees that Synacor in has the event a Client Provider exercises its rights to terminate the rights and licenses to use Client Sourced Content. In either case, in the event that any Content Provider exercises its right to terminate withdraw all Content upon termination of the rights and licenses to use its Content, the Party receiving notice of such exercise will use good faith efforts to provide notice to the other party at least 60 days prior to such terminationAgreement without liability. e. (f) Without first obtaining the consent of Synacorthe other Party, which consent will not be unreasonably withheld, Client will notneither Party will: (i) send any interstitials, pop-up windows, or other messages or files to the User during the time in which any Synacor Sourced Content Services is displayed, or (ii) sell any advertising in, on, or related to any Synacor Sourced ContentServices, including but not limited to banners, buttons, links, streaming audio or streaming video advertisements. Nothing in this Paragraph 8(f) shall limit Client’s ability to place advertising on the Client Branded Portal, unless including, without limitation, Client’s home page, so long as such advertising is not placed directly in any Synacor is permitted by the applicable Content Provider to sell such advertisingSourced Services screen. In connection with Synacor Sourced Content Services distributed pursuant to this Agreement, without the prior submission to Synacor of any relevant materials that which Synacor may request (including but not limited to web pages) and unless Client has obtained Synacor’s written approval, which approval shall not be unreasonably conditioned, delayed or withheld, Client will not use the name, logo or any of the proprietary marks of any Synacor Provider in any sales, advertising or marketing materials and, once given, any such approval shall continue to be effective provided that Client does not make any material changes to such sales, advertising or marketing materials., f. (g) Client and Synacor expressly acknowledge thatthat each Provider is a third party beneficiary to the Agreement solely for purposes of enforcement of the provisions of this Agreement relating to such Provider’s Content and that any Provider may, in its sole discretion, take any and all action, including, but not limited to, commencing any legal action, to enforce its rights pursuant to this Agreement. Each Provider shall have the extent required in right to audit the books and records of the Parties solely and directly relating to such PartyProvider’s agreement [*]Content, upon reasonable notice and at its’ expense, not more frequently than quarterly during the term of the Agreement and for a period of one (1) years thereafter and to take extracts from and/or make copies of such records.

Content Provider Requirements. a. (a) For Client Sourced Content that Client wants to make available on the Client Branded Portal, Client agrees to utilize the user interfaces or other identification verification methods of the System, as described in Section 3 of this Schedule ESchedule, without modification, (including including, but not limited to, framing or co-branding), unless Client has obtained the prior written consent of Synacor to do otherwise. b. (b) Client acknowledges and agrees that the look, feel, size and placement of any Synacor Sourced Content on the User access web pages (and any change or modification thereof), as described in Section 3 2 of this Schedule ESchedule, is subject to Synacor’s approval, which may include terms, conditions and restrictions on the use of such Synacor Sourced Content or which may be withdrawn at any time. c. User access (c) Access to the Premium Content will may be included as part of a premium Client Internet service package, package which may be offered offered, on User terms to be solely determined by Client, as part of a premium tier of Internet service or at an additional charge payable by the User. Client will not, at any time, permit access to the Premium Synacor Sourced Content by any person via the general Internet or other access method other than through Synacor’s System. d. (d) Neither Synacor nor a Synacor Provider will shall have any liability to Client in the event a Synacor Provider exercises its rights to terminate the rights and licenses to use Synacor Sourced Content. Neither Content as provided in Section 6(c) of this Schedule. (e) Client nor a Client Provider will have any liability to agrees that Synacor in has the event a Client Provider exercises its rights to terminate the rights and licenses to use Client Sourced Content. In either case, in the event that any Content Provider exercises its right to terminate withdraw all Content upon termination or expiration of the rights Agreement (inclusive of any Wind-Down Period) without liability and, upon such termination or expiration, and licenses to use its Contentat Client’s option, the Party receiving notice of such exercise will use good faith efforts to provide notice for the seamless migration of any Users or subscribers of Synacor Sourced Content to the other party at least 60 days prior to such terminationSynacor Provider. e. (f) Without the consent of Synacor, which consent will and to the extent Synacor does not be unreasonably withheldhave the right to do the following, Client will not: (i) send any interstitials, pop-up windows, or other messages or files to the User Users during the time in which any Synacor Sourced Content is displayed, other than customer service or network security related messages; or (ii) sell any advertising in, on, or related to any Synacor Sourced Content, including but not limited to banners, buttons, links, streaming audio or streaming video advertisements, unless Synacor is permitted by the applicable Content Provider to sell such advertising. In connection with CONFIDENTIAL TREATMENT REQUESTED (1) Synacor Sourced Content distributed pursuant agrees that it has permission from all necessary Synacor Providers to this Agreementuse, without and to the prior submission extent such use is deemed a use by Client, to allow Client to use, such Synacor of any relevant materials Provider’s name, logo and proprietary marks on the Client Branded Portal specifically as provided by Synacor for the Client Branded Portal; and (2) that Synacor may request shall review and approve or disapprove (including web pages) and unless Client has obtained Synacorin its reasonable discretion), or, where necessary, get the Synacor Provider’s written approvalapproval or disapproval, Client will not of such proposed use the of a Synacor Provider’s name, logo or any of the proprietary marks within 5 calendar days of any Client’s request to use such Synacor Provider in any salesProvider’s name, advertising logo or marketing materialsproprietary marks. f. (g) Client and Synacor expressly acknowledge thatthat each Content Provider is a third party beneficiary to the Agreement solely for purposes of enforcement of the provisions of this Agreement relating to the Content Provider’s Content, and that any Content Provider may, in its sole discretion, take any and all action, including but not limited to commencing any legal action, to the extent required in such Party’s agreement [*]enforce its rights pursuant to this Agreement. CONFIDENTIAL TREATMENT REQUESTED SCHEDULE F TO MASTER SERVICES AGREEMENT SERVICE LEVEL AGREEMENT AND CUSTOMER SUPPORT PROCEDURES SERVICE LEVELS