Additional Revisions. The following provisions identified as “Old Language” shall be deleted and replaced in their entirety with the “New Language” as set forth in the table below: Agreement Section 2.5, Data (new text is denoted by underlining) “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, 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 “As between Synacor and Client, Client shall own all User names, login IDs, passwords, click-stream data and other User registration or other information provided by client and/or provided by or collected from 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, 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), including click-stream data 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 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.” contain any Client-specific or User-specific information unless otherwise required by applicable law. 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.” Agreement Section 9, last sentence in Limitations of Liability “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 OF 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.” “IN NO EVENT WILL EITHER PARTIES LIABILITY FOR ANY AND ALL CLAIMS, IN THE AGGREGATE, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OF THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER EXCEED THE LESSER OF (I) [*] MILLION OR (II) THE ACTUAL DAMAGES INCURRED DIRECTLY BY THE INJURED PARTY.” Schedule C Synacor Specifications Colorset, final paragraph “Synacor will provide Client with the right to implement design change, including colorset modifications, header and footer changes and design consultation, at no charge once each year. Additional design changes (those desired or requested less than twelve [12] months after the last design change) will be available to Client as an additional professional service rate to be agreed upon by the parties.” “Synacor will provide Client with the right to implement design change, including colorset modifications, and header and footer changes, [*]. Additional design changes (those desired or requested [*] after the last design change) will be available to Client as an additional professional service rate to be agreed upon by the parties. [*]”
Appears in 1 contract
Additional Revisions. The following provisions identified as “Old Language” shall be deleted and replaced in their entirety with the “New Language” as set forth in the table below: Agreement Section 2.5, Data (new text is denoted by underlining) “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, 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 “As between Synacor and Client, Client shall own all User names, login IDs, passwords, click-stream data and other User registration or other information provided by client and/or provided by or collected from 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, 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), including click-stream data 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 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.” contain any Client-specific or User-specific information unless otherwise required by applicable law. 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.” Agreement Section 9, last sentence in Limitations of Liability “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 OF THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER EXCEED THE GREATER OF (I) [*] $5,000,000.00 OR (II) THE AMOUNT SYNACOR HAS RECEIVED FROM CLIENT IN THE AGGREGATE UNDER THIS AGREEMENT DURING THE TERM HEREOF.” “IN NO EVENT WILL EITHER PARTIES LIABILITY FOR ANY AND ALL CLAIMS, IN THE AGGREGATE, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OF THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER EXCEED THE LESSER OF (I) [*] $16 MILLION OR (II) THE ACTUAL DAMAGES INCURRED DIRECTLY BY THE INJURED PARTY.” Schedule C Synacor Specifications Colorset, final paragraph “Synacor will provide Client with the right to implement design change, including colorset modifications, header and footer changes and design consultation, at no charge once each year. Additional design changes (those desired or requested less than twelve [12] months after the last design change) will be available to Client as an additional professional service rate to be agreed upon by the parties.” “Synacor will provide Client with the right to implement design change, including colorset modifications, and header and footer changes, [*]. Additional design changes (those desired or requested [*] after the last design change) will be available to Client as an additional professional service rate to be agreed upon by the parties. [*]”
Appears in 1 contract