0000950123-07-013696 Sample Contracts

SYNACOR MASTER SERVICES AGREEMENT
Master Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

Synacor’s network topology is devised to keep machines hosting sensitive data (IE. Client specific data) inaccessible from the Internet. In order to facilitate this goal, the machines are connected only to a Private Network (defined as a network which has no public route to the Internet and cannot be accessed by any unauthorized Third Party), with no additional public routes defined, and a set of filtering rules, including but not limited to TCP/ IP, UDP, and ICMP (“Internet Traffic”), which discards any traffic from foreign networks or Internet Traffic going to an inappropriate Port.

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AMENDMENT NO. 1 TO SYNACOR [*] CONTENT NO. 1 ATTACHMENT
Synacor, Inc. • October 11th, 2007 • Services-computer programming, data processing, etc.

This Amendment No. 1 to Synacor [*] Content Attachment No. 1 (this “Amendment No. 1”), dated as of the 1st day of June, 2005, is by and between SYNACOR, INC. (“Synacor”) and ACC OPERATIONS, INC. (“Client”) and amends the Content Attachment No. 1, dated November 21, 2004, to Content Distribution Addendum to Synacor Master Services Agreement, by and between Synacor and Client (“Content Attachment No. 1”). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in Content Attachment No. 1 or the Master Services Agreement dated July 13, 2004 by and between Synacor and Client (the “Agreement”), as applicable.

MASTER SERVICES AGREEMENT BETWEEN EMBARQ MANAGEMENT COMPANY AND SYNACOR, INC.
Master Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc. • Delaware

This Master Services Agreement No. MSAX063015TPS (as may be amended from time to time, the “Agreement”) dated as of November ___, 2006 (“Effective Date”) is between Embarq Management Company, a Delaware corporation (“Embarq”), and Synacor, Inc., a Delaware corporation (“Supplier”).

AMENDMENT TO MASTER SERVICES AGREEMENT
Master Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

This Amendment including Attachment A hereto (collectively, the “Amendment”) dated as of the 16th day of August, 2006 (the “Amendment Effective Date”) is by and among SYNACOR, INC. (“Synacor”), Charter Communications Operating, LLC (“Client”) and Charter Communications Holding Company, LLC under which the parties hereto mutually agree to modify and amend as follows the Synacor Master Services Agreement, and exhibits thereto, effective as of September 30, 2004 and as amended (collectively, the “Agreement”). All terms defined herein shall be applicable solely to this Amendment. Any defined terms used herein, which are defined in the Agreement, shall have the meanings ascribed to them in the Agreement solely when interpreting the Agreement. Inconsistent terms shall have the meaning ascribed herein.

CONTENT ATTACHMENT NO. 1 TO CONTENT DISTRIBUTION ADDENDUM TO SYNACOR MASTER SERVICES AGREEMENT
Synacor Master Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

This Attachment No. 1 forms a part of the Content Distribution Addendum to the Synacor Master Services Agreement dated July 13, 2004, by and between Synacor, Inc. (“Synacor”) and ACC Operations, Inc. (“Client”), including any schedules, attachments, exhibits, addenda, amendments or riders attached thereto (collectively, the “Agreement”) and is governed by, and subject to, the Agreement. Any capitalized terms used in this Attachment No. 1 and not defined herein shall have the meanings ascribed to such terms in the Agreement.

SEARCH REVENUE SHARING ADDENDUM TO SYNACOR MASTER SERVICES AGREEMENT
Synacor Master Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

This Search Revenue Sharing Addendum (this “Addendum”) dated this 18th day of November, 2004 supplements the Master Services Agreement dated July 13, 2004 by and between Synacor, Inc. (“Synacor”) and ACC Operations, Inc. (“Client”), including any schedules, attachments, exhibits, addenda, amendments or riders attached thereto (collectively, the “Agreement”) by establishing the terms and conditions by which the Parties will work together to facilitate the delivery of Internet 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. Capitalized terms used but not defined in this Addendum shall have the meanings ascribed to them in the Agreement. Notwithstanding anything in the Agreement or this Addendum to the contrary, for purposes of determining Synac

AMENDMENT NUMBER TWO TO GOOGLE SERVICES AGREEMENT ORDER FORM
Google Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

This Amendment Number Two to the Order Form (as defined below) (“Amendment Two”) is entered into by and between Google Inc. (“Google”), a Delaware corporation and Synacor, Inc., a Delaware corporation (“Customer”) effective as of December 16, 2005 (the “Amendment Two Effective Date”)

AMENDMENT NO. 2 TO SYNACOR MASTER SERVICES AGREEMENT
Synacor Master Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

THIS AMENDMENT NO. 2 TO SYNACOR MASTER SERVICES AGREEMENT (this “Amendment No. 2”) is dated as of the 26th day of October, 2005 (the “Amendment No. 2 Effective Date”) and is by and between Synacor, Inc. (“Synacor”) and ACC Operations, Inc. (“Client” and together with Synacor, the “Parties”) under which the parties hereto mutually agree to modify and amend as follows the Synacor Master Services Agreement dated July 13, 2004 between the Parties, and exhibits thereto, as previously amended (collectively, the “Agreement”). Any capitalized terms used and not otherwise defined herein, which are defined in the Agreement, shall have the meanings ascribed to them in the Agreement.

SEARCH REVENUE SHARING ADDENDUM NO. 2 TO SYNACOR MASTER SERVICES AGREEMENT
Synacor Master Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

This Search Revenue Sharing Addendum (this “Addendum”) dated this 26th day of October, 2005 hereby supersedes and, effective as of the date hereof, replaces the Search Revenue Sharing Addendum dated as of November 2004 and supplements and amends the Master Services Agreement dated July 13, 2004 by and between Synacor, Inc. (“Synacor”) and ACC Operations, Inc. (“Client”), including any schedules, attachments, exhibits, addenda, amendments or riders attached thereto (collectively, the “Agreement”) by establishing the terms and conditions by which the Parties will work together to facilitate the delivery of Internet 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. Capitalized terms used but not defined in this Addendum shall have the meanings asc

CONTENT DISTRIBUTION ADDENDUM TO SYNACOR MASTER SERVICES AGREEMENT
Synacor Master Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

This Content Distribution Addendum (this “Addendum”) dated July 21, 2004 supplements the Master Services Agreement dated July 21, 2004 by and between Synacor, Inc. and ACC Operations, Inc., including any schedules, attachments, exhibits, addenda, amendments or riders attached thereto (collectively, the “Agreement.”) by establishing the terms and conditions by which the Parties will work together to facilitate the electronic distribution of digital content 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 provision of the Agreement shall control. Capitalized terms used but not defined in this Addendum shall have the meanings ascribed to them in the Agreement.

Contract
Synacor, Inc. • October 11th, 2007 • Services-computer programming, data processing, etc.
AMENDMENT NUMBER THREE TO GOOGLE SERVICES AGREEMENT ORDER FORM
Google Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

This Amendment Number Three to the Order Form (as defined below) (“Amendment Three”) is entered into by and between Google Inc. (“Google”), a Delaware corporation and Synacor, Inc., a Delaware corporation (“Customer”) effective as of June 30, 2006 (the “Amendment Three Effective Date”).

Google Services Agreement
Google Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

This Google Services Agreement (“GSA”) is entered into by and between Google Inc. (“Google”) and Synacor, Inc., a corporation formed under the laws of State of Delaware (“Customer”). This GSA shall be effective as of the GSA Effective Date set forth in the signature block below.

AMENDMENT NUMBER ONE TO GOOGLE SERVICES AGREEMENT ORDER FORM
Google Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc. • California

This Amendment Number One to the Google Services Agreement Order Form (this “Amendment”) is entered into as of November 1, 2004 by and between Synacor, inc., a Delaware corporation (“Customer”), and Google Inc., a Delaware corporation (“Google”).

CONTENT ATTACHMENT NO. 2 TO CONTENT DISTRIBUTION ADDENDUM TO SYNACOR MASTER SERVICES AGREEMENT NETPAK
Synacor, Inc. • October 11th, 2007 • Services-computer programming, data processing, etc.

This Attachment No. 2 dated as of June 6, 2005 (this “Attachment No. 2”) to the Content Distribution Addendum to the Synacor Master Services Agreement dated July 13, 2004 (the “Agreement”) is entered into between Synacor, Inc. (“Synacor”) and ACC Operations, Inc. (“Client”), and forms a part of, and is subject to, the Agreement. Capitalized terms used but not defined in this Attachment No. 2 shall have the meanings ascribed to them in the Agreement.

AMENDMENT TO MASTER SERVICES AGREEMENT
Master Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

The parties hereto agree to the terms of this amendment (the “Amendment”) to Schedule A to the Synacor Master Service Agreement, dated as of the 16th day of September, 2005 by and between SYNACOR, INC. (“Synacor”) and Charter Communications Holding Company, LLC (the “Agreement”). (“Client”), collectively the “Parties” to which this Addendum is attached and made a part, relating to, the use by Client of certain premium content (the “Premium Content”) provided to Synacor by one or more third parties (individually a “Provider” and collectively the “Providers”). All terms defined herein shall be applicable solely to this Addendum. Any defined terms used herein, which are defined in the Agreement, shall have the meanings ascribed to them in the Agreement.

SCHEDULE F — FIRST RENEWAL TO SYNACOR MASTER SERVICES AGREEMENT SEARCH REVENUE SHARING ADDENDUM
Synacor, Inc. • October 11th, 2007 • Services-computer programming, data processing, etc.

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

SEARCH REVENUE SHARING ADDENDUM NO. 3 TO SYNACOR MASTER SERVICES AGREEMENT
Synacor Master Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

This Search Revenue Sharing Addendum (this “Addendum No. 3”) dated this 26th day of October, 2005 is by and between Synacor, Inc. (“Synacor”) and ACC Operations, Inc. (“Client”) (individually, a “Party” and, together, the “Parties”), and, together with the Search Revenue Sharing Addendum No. 2 (“Addendum No. 2”) dated October 26, 2005 by and between the Parties, supplements and amends the Master Services Agreement dated July 13, 2004 by and between the Parties, including any schedules, attachments, exhibits, addenda, amendments or riders attached thereto (collectively, the “Agreement”) by establishing the terms and conditions by which the Parties will work together to facilitate the delivery of Internet “yellow pages” 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 No. 3. If any provision of this Addendum No. 3 conflicts with a provision of the Agreement, the provisi

SYNACOR MASTER SERVICES AGREEMENT
Master Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.
AMENDMENT NUMBER FOUR TO GOOGLE SERVICES AGREEMENT ORDER FORM
Google Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

This Amendment Number Four to the Order Form (as defined below) (“Amendment Four”) is entered into by and between Google Inc. (“Google”), a Delaware corporation and Synacor, Inc., a Delaware corporation (“Customer”) effective as of July 31, 2006 (the “Amendment Four Effective Date”).

CONTENT DISTRIBUTION ADDENDUM TO SYNACOR MASTER SERVICE AGREEMENT
Synacor Master Service Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

This Content Distribution Addendum (this “Addendum”) dated September 30th., 2004 supplements the Synacor Master Services Agreement dated September 30th., 2004 by and between Synacor, Inc. and Charter Communications Holding Company, LLC, including any schedules, attachments, exhibits, or addenda attached thereto (collectively, the “Agreement.”) by establishing the terms and conditions by which the Parties will work together to facilitate the electronic distribution of digital content 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 provision of the Agreement shall control. Capitalized terms used but not defined in this Addendum shall have the meanings ascribed to them in the Agreement.

AMENDMENT NO. 1 TO SYNACOR MASTER SERVICES AGREEMENT
Synacor Master Services Agreement • October 11th, 2007 • Synacor, Inc. • Services-computer programming, data processing, etc.

THIS AMENDMENT NO. 1 TO SYNACOR MASTER SERVICES AGREEMENT (this “Amendment No. 1”) dated as of the 28th day of December, 2004, by and between SYNACOR, INC. (“Synacor”) and ACC OPERATIONS, INC. (“Client”) amends the Master Services Agreement dated July 13, 2004 by and between Synacor and Client (the “Agreement”). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Agreement.

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