DRAFT RETAILER AGREEMENT FOR COORDINATOR SERVICES€¦ · provide or perform any of the Retailer Coordinator Services through Affiliates or Coordinator Agents, provided that Coordinator

DRAFTRETAILER AGREEMENT FOR COORDINATOR SERVICES

This Retailer Agreement for Coordinator Services (“Service Agreement”) is entered into this ____day of _______, 201_ (the “Effective Date”) by and between Neustar, Inc., a Delaware, USA corporation with a principal place of business at 46000 Center Oak Plaza, Sterling, VA 20166 (“Coordinator”); and ______________, a ________________ ____________, with a principal place of business at (“Retailer”) (hereinafter individually a “Party” and collectively the “Parties”).

PREAMBLE

WHEREAS, Coordinator and the Digital Entertainment Content Ecosystem (“DECE”) have entered into that certain Master Services Agreement dated January 20, 2010 (“Master Services Agreement”) in which DECE has appointed Coordinator to support, power, and provide customer care with regard to DECE's digital rights locker solution which provides authorized consumers (“End Users”) (i) access to all of their DECE-compliant Content in one place, (ii) the right to manage access to the Content in their account, and (iii) the right to register or update different devices for playback of their Content and other related services, as more fully described in the DECE Specifications (the “Coordinator Services”);

WHEREAS, Retailer must access the Coordinator Services in order to (i) create the Rights Tokens relating to Content sold and/or licensed to End User by Retailer, (ii) access and update information contained in Rights Tokens created by Retailer or, with the required End User consents, Third Party Retailers, (iii) allow users to create DECE Ecosystem accounts, (iv) provide to and receive from Coordinator End User information, (v) receive information relating to devices associated with End Users’ DECE Ecosystem accounts, and (vi) authenticate End Users’ authorization to access their DECE Ecosystem accounts (the “Retailer Coordinator Services”);

WHEREAS, Coordinator is fully authorized, and wishes, to offer the Retailer Coordinator Services to Retailer on the terms and conditions described herein; and

WHEREAS, Retailer is fully authorized, and wishes, to access the Retailer Coordinator Services on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Definitions . Capitalized terms and phrases used in this Service Agreement shall have the meanings set forth in Schedule 1. Terms that are not defined therein are defined in the context in which they are used and have the meanings there stated.

2. The Retailer Coordinator Services . Coordinator shall provide the Retailer Coordinator Services to Retailer in accordance with the DECE Specifications applicable to Coordinator, as such documents may be changed from time to time by DECE. Retailer shall comply with the DECE Specifications, Retailer Compliance Rules (as such term is defined in the Retailer Agreement), and Retailer Robustness Rules (as such term is defined in the Retailer Agreement) applicable to Retailer, as such documents may be changed from time to time in accordance with Section 3.2 of the Retailer Agreement, and shall comply with the Content Fulfillment, Re-Fulfillment and Additional Fulfillment obligations set forth in Section 4 of the Retailer Agreement. For the avoidance of doubt, Retailer’s ability to receive the Retailer Coordinator Services is conditional upon Retailer’s compliance with the immediately preceding sentence. If Retailer’s noncompliance with same has a material adverse effect on the Coordinator, the DECE Ecosystem, or any other DECE Licensee, Coordinator, in its sole discretion, shall have the right to suspend, in whole or in part, its provision of the Retailer Coordinator Services to Retailer. Except in cases where such noncompliance is critically impacting the Retailer Coordinator Services or Coordinator’s networks (in which case Coordinator reserves the right to suspend Retailer’s account immediately without prior notice) Coordinator shall give Retailer forty-eight (48) hours advance notice of any anticipated suspension. Coordinator’s right to suspend the Retailer Coordinator Services pursuant to this Section 2 is without limitation of Coordinator’s termination and suspension rights set forth in Section 12. Coordinator may provide or perform any of the Retailer Coordinator Services through Affiliates or Coordinator Agents, provided that Coordinator remain obligated to perform its obligations hereunder and shall remain responsible for the performance hereunder of each of its Affiliates and Coordinator Agents. Retailer agrees to abide by the policies and requirements set forth by DECE applicable to Third Party Retailers in general with respect to accessing, provisioning data in, retrieving data from, and otherwise using the Retailer Coordinator Services. The Coordinator Services and the Retailer Coordinator Services may be

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altered in the event of a change in applicable law to the extent such change is permitted by the Master Services Agreement.

3. Service Levels . Coordinator shall provide the Retailer Coordinator Services in accordance with Schedule 2. Retailer acknowledges that all failures by Coordinator to adhere to the services levels set forth in Schedule 2 shall be handled in accordance with the terms and conditions applicable to Coordinator under the Master Services Agreement, and the penalties thereunder will be payable only to DECE, and shall be the sole and exclusive remedy provided by Coordinator. In addition, Retailer acknowledges that Schedule 2 may be amended from time to time under the terms and conditions applicable to such amendments set forth in the Master Services Agreement.

4. Support Requirements . Coordinator shall use commercially reasonable efforts, which shall be no less than the prevailing industry standard for the performance of comparable services, to ensure that it provides the Retailer Coordinator Services in accordance with the support requirements set forth in Schedule 3. Retailer acknowledges that all failures by Coordinator to adhere to the support requirements in Schedule 3 shall be handled in accordance with the terms and conditions applicable to Coordinator under the Master Services Agreement, and the penalties thereunder will be payable only to DECE and shall be the sole and exclusive remedy provided by Coordinator. In addition, Retailer acknowledges that Schedule 3 may be amended from time to time under the terms and conditions applicable to such amendments set forth in the Master Services Agreement.

5. Term . This Service Agreement shall commence on the Effective Date and shall continue for the duration of the Retailer Agreement unless otherwise terminated pursuant to the provisions of this Service Agreement (the “Term”) [Other option: Unless otherwise terminated pursuant to the provisions of this Service Agreement, this Service Agreement shall commence on the Effective Date and shall continue for a period of [longer than two] years. Thereafter, this Agreement shall automatically renew for additional ___ [( )] year periods unless [Retailer provides Coordinator] with no less than ninety (90) days prior written notice. The initial term and subsequent renewal terms shall collectively be referred to as the “Term”.][DECE: A final decision needs to be made with regard to which Term length].

6. Fees . Coordinator acknowledges that any and all fees for the Retailer Coordinator Services shall be provided by DECE to Coordinator under the Master Services Agreement. In addition, Retailer acknowledges that any and all fees it may owe to DECE for the receipt of Retailer Coordinator Services shall be provided by Retailer under the Retailer Agreement.

7. Notices and Announcements . Retailer shall designate administrative, technical and customer care contacts within Retailer for use by Coordinator in the operation of the Retailer Coordinator Services by submitting the form set forth in Schedule 4 to Coordinator as soon as reasonably practicable after the Effective Date. Such contacts must be available on a 24X7X365 basis. Notices and announcements may include e-mails sent to the administrative, technical and customer care contacts of Retailer, and other notices describing changes, upgrades, and new services or other information pertaining to the Retailer Coordinator Services.

8. Data Use Obligations / Security.

a. Retailer Data . As between the Parties, all Retailer Data, in the form provided by Retailer to Coordinator is, or will be, and will remain the property of Retailer. For the purpose of Coordinator to provide the Coordinator Services and the Retailer Coordinator Services in compliance with the DECE Specifications, Retailer hereby grants to Coordinator a non-exclusive, worldwide, royalty-free license during the Term to use and disclose, as applicable, the Retailer Data to the DECE Entities, to other DECE Licensees as contemplated in DECE Specifications, and to End Users of Content sold and/or licensed by Retailer (which Retailer Data may, in part, be contributed to the DECE Ecosystem by Retailer directly to other DECE Entities or DECE Licensees in connection with the DECE Ecosystem and the Coordinator Services, and be accessible by Coordinator pursuant to Coordinator’s agreements with such entities).

b. Data Protection by Coordinator . Coordinator hereby represents that it has made the commitments set forth on Schedule 5 to DECE with regard to the DECE Data and the(which, pursuant to the Master Services Agreement, includes Retailer Data). For the avoidance of doubt, such commitments by

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Coordinator shall be enforced by DECE, at its sole discretion, and nothing herein shall be construed as designating Retailer a third party beneficiary under the Master Services Agreement.

c. Security Policy . Retailer shall develop and employ in its business all necessary technology and restrictions to ensure that its connection to the Retailer Coordinator Services is secure, and that all data exchanged by Retailer between Retailer’s system and the Retailer Coordinator Services shall be protected to avoid unintended disclosure of information. Retailer agrees to employ the necessary measures to prevent its access to the Retailer Coordinator Services granted hereunder from being used to enable high volume, automated, electronic processes that send queries or data to the Retailer Coordinator Services, except as reasonably necessary to use the Retailer Coordinator Services. Coordinator hereby represents that it has made the commitments set forth on Schedule 5 to DECE with regard to the security of the Coordinator Services. For the avoidance of doubt, such commitments by Coordinator shall be enforced by DECE, at its sole discretion, and nothing herein shall be construed as designating Retailer a third party beneficiary under the Master Services Agreement.

9. Obligations Related to the Service .

a. No Resale . The Retailer Coordinator Services are for use by Retailer in accordance with the terms and conditions of this Agreement, and not for resale to any third party absent written consent of Coordinator.

b. Non-Interference . Neither Retailer nor its suppliers, contractors, licensors nor licensees shall restrict or interfere with Coordinator’s systems or the maintenance or use thereof. Upon notice, Retailer shall promptly remove any hazard, interference or service obstruction that may be caused by equipment, hardware, software, content or connectivity, owned by or under the control of Retailer. In the event that Retailer or its suppliers, contractors, licensors or licensees materially restricts or interferes with the Retailer Coordinator Services, Coordinator may upon reasonable written notice, suspend, in whole or in part, its service to Retailer hereunder until such restriction or interference is cured. Except in cases where such restriction or interference is critically impacting the Retailer Coordinator Services or Coordinator’s networks (in which case Coordinator reserves the right to suspend Retailer’s account immediately without prior notice) Coordinator shall give Retailer forty-eight (48) hours advance notice of any anticipated suspension. Coordinator’s right to suspend the Retailer Coordinator Services pursuant to this Section 9(b) is without limitation of Coordinator’s termination and suspension rights set forth in Section 12.

c. Related Costs . Except as specifically set forth herein, Retailer shall have sole responsibility for the costs, expenses and deployment of any interconnection, installation and testing necessary to permit Retailer to receive the Retailer Coordinator Services.

10. Indemnification

a. Mutual Indemnity. Each Party shall indemnify, defend and hold harmless the other Party, its Affiliates and their respective officers, directors, employees, shareholders, and members from and against any Losses arising out of third party claims relating to, incurred in connection with, or based upon any breach by the indemnifying party of its obligations, warranties or representations set forth in this Service Agreement, including but not limited to its confidentiality obligations set forth in Section 14.

b. Retailer Indemnity. In addition to the above, Retailer shall indemnify, defend and hold harmless Coordinator, its Affiliates and their respective officers, directors, employees, shareholders, and members from and against any Losses or threatened Losses arising out of any third party claims relating to, or incurred in connection with, a breach of Section 8 or of the Acceptable Use Policy (as defined in Section 15(c)) or claims for which DECE’s contractors are indemnified under Section 13.1 of the Retailer Agreement.

c. Coordinator Indemnity. In addition to the above, Coordinator shall indemnify, defend and hold harmless Retailer, its Affiliates and their respective officers, directors, employees, shareholders, and members from and against any Losses arising out of third party claims alleging any infringement, misappropriation or violation of any Intellectual Property right, privacy right, right of publicity or other proprietary right asserted by such third party relating to the access to or use of the Coordinator IP, provided that this indemnification obligation shall not apply to the extent that the infringement arose


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from compliance with the DECE Specifications or from a combination of the Coordinator IP with Intellectual Property or material not provided by Coordinator, or to the extent that Retailer has used the Retailer Coordinator Services or Coordinator IP in a manner not authorized or contemplated under this Service Agreement, the Retailer Agreement, or to the extent that Retailer specified the manner in which Coordinator would perform.

d. Procedure . Upon receiving notice of any third party claim covered by the indemnity obligations set forth in this Section 10, the Party entitled to indemnification under such Section (the “ Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”). The right of indemnification hereunder shall not be adversely affected by a failure to give such notice, unless and only to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party may assume control of the defense of any such claim; however, the Indemnified Party may, at its own cost and expense, participate through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. The Indemnifying Party shall not settle any such claim without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld or delayed, unless such settlement is solely for monetary damages for which the Indemnified Party is fully indemnified under this Service Agreement. If the Indemnifying Party does not assume full control over the defense of a claim pursuant to this Section, then the Indemnified Party may participate in such investigation, defense or trial and the Indemnified Party shall have the right to defend or settle such claim in such manner as it may deem appropriate, solely at the cost and expense of the Indemnifying Party.

11. Limitation of Liability . EXCEPT WITH RESPECT TO (a) RETAILER’S INFRINGEMENT OF COORDINATOR’S INTELLECTUAL PROPERTY, (b) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS AND (c) THE CONFIDENTIALITY AND DATA USE RESTRICTIONS AND OBLIGATIONS SET FORTH IN THIS SERVICE AGREEMENT, AND TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL A PARTY TO THIS SERVICE AGREEMENT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES FOR ANY VIOLATIONS OF, OR CAUSES OF ACTION RELATING TO OR ARISING FROM, THIS SERVICE AGREEMENT, EVEN IF SUCH LOSSES ARE FORESEEABLE OR SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO (x) RETAILER’S INFRINGEMENT OF COORDINATOR’S INTELLECTUAL PROPERTY, (y) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS AND (z) THE CONFIDENTIALITY AND DATA USE RESTRICTIONS AND OBLIGATIONS SET FORTH IN THIS SERVICE AGREEMENT, AND TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL A PARTY’S LIABILITY TO THE OTHER PARTY UNDER THIS SERVICE AGREEMENT (WHETHER BY BREACH OF STATUTORY DUTY, IN TORT (INCLUDING NEGLIGENCE) IN CONTRACT, RESTITUTION OR OTHERWISE) EXCEED [INSERT AMOUNT].

12. Termination or Suspension

a. Event of Default Termination . In the event that either Party commits an Event of Default, the other Party may, by giving written notice to the defaulting Party, immediately terminate or suspend this Service Agreement. The foregoing notwithstanding, the non-defaulting Party may pursue any legal remedies it may have under applicable law or principles of equity relating to such breach and subject to the terms of this Section.

b. Termination for Convenience . Retailer may terminate this Service Agreement upon forty five (45) days written notice to Coordinator for any or no reason without further obligation to Coordinator.

c. Termination or Suspension Upon Termination or Suspension of Retailer Agreement . This Service Agreement shall terminate or suspend in the event the Retailer Agreement is terminated or expires without renewal, or is suspended by DECE, as applicable.

d. Termination upon Transition to New Coordinator without Assignment . If (i) Coordinator’s role under the Master Services Agreement expires or is terminated and a new entity is appointed by DECE to take on Coordinator’s role in the DECE Ecosystem, and (ii) this Service Agreement is not assigned pursuant to Section 18(b), then this Service Agreement shall automatically terminate at (y) the expiration or termination of the Master Services Agreement, or (z) the expiration of the Termination Assistance Period, as determined by DECE.


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e. Insolvency . Either Party may immediately terminate this Service Agreement if the other Party (a) becomes or is declared insolvent or bankrupt; (b) is the subject of any proceeding related to its liquidation or insolvency (whether voluntarily or involuntarily) which is not dismissed within ninety (90) days; or (c) makes an assignment for the benefit of creditors.

13. Ownership .

a. Each Party retains all right, title and interest in and to its respective Intellectual Property rights. No licenses will be deemed to have been granted by either Party to any of its Intellectual Property rights, except as otherwise expressly authorizedgranted in thethis Service Agreement.

b. Retailer hereby covenants not to assert, and to cause its Controlled Affiliates (as defined in the Retailer Agreement) not to assert, against Coordinator or any Coordinator Agent providing services to Coordinator in support of the Authorized DECE Activities, any of Retailer’s or its Controlled Affiliate’s Necessary Claims, or Necessary Draft Ecosystem Claims, for the Authorized DECE Activities (as such terms are defined in the Retailer Agreement).

c. During the Term, Coordinator hereby grants Retailer a nonexclusive, worldwide, royalty-free license under the Coordinator IP to allow Retailer to perform its obligations and exercise its rights under the Retailer Agreement and this Service Agreement. Retailer may grant sublicenses under such license to any subcontractor, agent or sublicensee of Retailer solely for the purpose of facilitating Retailer's performance of its obligations and exercise of its rights under this Service Agreement and/or the Retailer Agreement, provided that any such sublicense shall obligate the sublicensee to abide by all of the terms of this Service Agreement and/or the Retailer Agreement that relate to the activities or responsibilities that will be performed by the sublicensee under or in connection with the sublicense or to the intellectual property that is sublicensed to the same extent as Retailer is obligated under this Service Agreement.

14. Confidentiality .

a. General Obligations. Unless otherwise necessary for the participation in or provision of the Coordinator Services or the Retailer Coordinator Services, all Confidential Information will be held in strict confidence by the recipient to the same extent and in at least the same manner as the recipient protects its own confidential information (and in no event with less than reasonable care). Neither Party will disclose, publish, release, transfer or otherwise make available Confidential Information of, or obtained from, the other in any form to, or for the use or benefit of, any person or entity without the other Party’s consent. Each Party shall not, and shall require the same duty of its agents to not, use the other Party’s Confidential Information except as necessary to perform its obligations under this Service Agreement or as otherwise expressly permitted under this Service Agreement. Each Party may, however, disclose relevant aspects of the other’s Confidential Information to its officers, directors, agents, professional advisors, contractors, subcontractors and employees, and to the officers, directors, agents, professional advisors, contractors, subcontractors and employees of its affiliates to the extent such disclosure is not restricted under any Consents or Governmental Approvals of which such Party is notified in writing, and only to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations or the determination, preservation or exercise of its rights and remedies under this Service Agreement; provided, however, that the recipient will take all reasonable measures to protect the Confidential Information of the disclosing Party and that it is not disclosed or duplicated in contravention of the provisions of this Service Agreement by such officers, directors, agents, professional advisors, contractors, subcontractors, employees and other individuals and shall be responsible for any breaches by any such persons or entities to whom it discloses Confidential Information. Furthermore, nothing in this Service Agreement limits the ability of a Party in possession of the Confidential Information of the other Party from disclosing such Confidential Information, and such Party will have no liability for such disclosure, to the extent such disclosure: (a) is required to be made pursuant to Law, Government Authority, duly authorized subpoena or court order, whereupon the receiving Party will provide prompt notice to the disclosing Party and give such Party an opportunity to respond prior to such disclosure; (b) is required to be made to a court or other tribunal in connection with the enforcement of such Party’s rights under this Service Agreement; or (c) is approved by the disclosing Party. Neither Party will use the Confidential Information of the other Party except, in the case of Coordinator, as reasonably necessary for performance of the Coordinator Services or the Retailer Coordinator


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Services hereunder and, in the case of Retailer, for exercise of its rights hereunder and as reasonably necessary for performance of its obligations hereunder. For the avoidance of doubt, Coordinator may identify to DECE and the DECE Entities, and to other DECE Licensees, that Retailer is a licensee of the Retailer Coordinator Services.

b. Unauthorized Acts. Without limiting either Party’s rights in respect of a breach of this Section, each Party will:

1. promptly notify the other Party of any unauthorized possession, use or knowledge, or attempt thereof, of the other Party’s Confidential Information by any person or entity, that may become known to such Party; and

2. promptly furnish to the other Party full details of the unauthorized possession, use or knowledge, or attempt thereof, and assist the other Party in investigating or preventing the recurrence of any unauthorized possession, use or knowledge, or attempt thereof, of Confidential Information; and

3. cooperate with the other Party in any litigation and investigation against third parties deemed necessary by the other Party to protect its proprietary rights; and

4. promptly use its commercially reasonable efforts to prevent a recurrence of any such unauthorized possession, use or knowledge, or attempt thereof, of Confidential Information.; and

5. bear the cost it incurs as a result of compliance with this Section.

15. Representations, Warranties and Acceptable Use Policy .

a. By Coordinator. Coordinator represents and warrants to Retailer that it has all requisite power and authority to execute this Service Agreement and to perform its obligations hereunder.

b. By Retailer. Retailer represents and warrants to Coordinator that (i) it has all requisite power and authority to execute this Service Agreement and to perform its obligations hereunder; (ii) it has and will maintain the full right and authority to provide Coordinator with the Retailer Data to provision the Retailer Coordinator Services and the DECE Ecosystem; (iii) it shall comply with all applicable laws, rules and regulations with regard to its receipt and use of the Retailer Coordinator Services and interactions with End Users relating to their use of the DECE Ecosystem; (iv) any data that it provides to Coordinator under this Service Agreement will be, to the best of its knowledge and belief, accurate, current, and complete; and (v) it will use the Retailer Coordinator Services in good faith for lawful purposes and not for any criminal, fraudulent, or other purpose in violation of the Acceptable Use Policy set forth in Section 15(c) below.

c. Acceptable Use Policy. Retailer agrees to use the Retailer Coordinator Services for lawful purposes only and in accordance with the Retailer Agreement. Retailer agrees not to use the Retailer Coordinator Services in any of the impermissible manners set forth below (“Abuses”): (a) to (i) violate trademark, copyright, trade secret or other intellectual property laws; (ii) violate the privacy, publicity or other personal rights of others; (iii) violate export control, data protection or anti-terrorism laws; or (iv) engage in conduct that would constitute a fraud or criminal offense or give rise to civil liability; (b) in such a manner that, in Coordinator’s reasonable discretion, directly or indirectly produces a negative effect on Coordinator or its systems or network (including, without limitation, overloading servers on the Coordinator network or causing portions of the Coordinator network to be blocked); or (c) attempts to or actually penetrates Coordinator security, provided that upon such an event, and in addition to its right to suspend the Service in accordance with this Section 15(c), Coordinator reserves the right to notify the appropriate law-enforcement agencies of such Abuse (collectively. Collectively, the prohibition against such Abuses shall comprise the “Acceptable Use Policy”). Coordinator shall have the right to suspend the Retailer Coordinator Services if, in its sole and reasonable determination, any one or more of the foregoing Abuses occuroccurs, such suspension remaining in effect until such time as the Retailer corrects the applicable Abuse(s). Coordinator’s right to suspend the Retailer Coordinator Services pursuant to this Section 15(c) is without limitation of Coordinator’s termination and suspension rights set forth in Section 12. Except in cases where Abuse(s) are critically impacting the Retailer Coordinator Services or Coordinator’s networks, (in which case Coordinator reserves the right to suspend Retailer’s account immediately


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without prior notice), Coordinator shall give Retailer forty-eight (48) hours advance notice of any anticipated suspension. In addition, Retailer acknowledges that Coordinator’s Acceptable Use Policy may be amended from time to time by Coordinator subject to the agreement of DECE.

16. Disclaimer of Warranties . (I) EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN AND (II) TO THE EXTENT PERMITTED BY LAW, (A) COORDINATOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (B) COORDINATOR MAKES NO WARRANTY THAT THE COORDINATOR SERVICE(S) OR THE RETAILER COORDINATOR SERVICES WILL MEET RETAILER’S REQUIREMENTS, OR THAT THE COORDINATOR SERVICE(S) OR THE RETAILER COORDINATOR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE COORDINATOR SERVICE(S) OR THE RETAILER COORDINATOR SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE COORDINATOR SERVICES OR THE RETAILER COORDINATOR SERVICES.

17. Third Party Beneficiaries . This Service Agreement shall not be construed to create any obligation by Coordinator to any non-party to this Service Agreement.

18. Assignment of Service Agreement .

a. Except as otherwise set forth herein, a Party’s rights under this Service Agreement are not assignable or transferable without the consent of the other Party, such consent not to be unreasonably withheld; except that either Party may assign this Service Agreement without consent to an Affiliate of such Party that executes and delivers an instrument of assignment and assumption to the other Party. In the event that Retailer, pursuant to the Retailer Agreement, assigns its rights and obligations under the Retailer Agreement to a third party, Retailer shall also have the right to assign its rights and obligations under this Service Agreement to the same third party. In the event that Coordinator, pursuant to the Master Services Agreement, assigns its rights and obligations under the Master Services Agreement to a third party, Coordinator shall also have the right to assign its rights and obligations under this Service Agreement to the same third party.

b. In the event that DECE terminates Coordinator’s appointment as the provider of Retailer Coordinator Services, Coordinator shall, if directed by DECE, assign this Service Agreement to the Successor Provider selected by DECE. From and after such date, all references in this Service Agreement to Coordinator shall be deemed to refer to such Successor Provider.

19. Severability . The parties agree that the terms of this Service Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.

20. Dispute Resolution. a. Except as otherwise provided in Section 20(b), the Parties shall attempt to first resolve disputes with

respect to the Retailer Coordinator Services according to procedures set forth herein. Except as otherwise provided in Section 20(b), any unresolved disputes which arise under or in connection with this Service Agreement, including requests for specific performance, shall be resolved through binding arbitration conducted as provided in this Section 20(a), pursuant to the rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted in the English language and shall occur in New York, USA. There shall be three arbitrators. Each party shall choose one arbitrator and, if the two arbitrators are not able to agree on a third arbitrator, the third shall be chosen by the AAA. The prevailing party in the arbitration shall have the right to recover its costs and reasonable attorneys' fees, which the arbitrators shall include in their awards. Any party that seeks to confirm or vacate an arbitration award issued under this Section 20(a) may do so only pursuant to the applicable arbitration statutes. Except as otherwise provided in Section 20(b), the arbitration contemplated by this Section 20(a) shall be the exclusive dispute resolution mechanism under this Service Agreement; provided however that (i) for the purpose of aiding the arbitration and/or preserving the rights of the parties during the pendency of an arbitration, the parties shall have the right to seek a temporary stay


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or injunctive relief from the arbitration panel or a court located in New York, which shall not be a waiver of this agreement to arbitrate; and (ii) the parties shall have the right to enforce the decision of the AAA in any court of competent jurisdiction.

b. In the event that a DECE Entity is a party to a dispute between Retailer and Coordinator, such dispute shall be resolved pursuant to the dispute resolution provisions of the Retailer Agreement.

21. Governing Law . This Service Agreement and performance under it shall be governed by and construed in accordance with the laws of the State of New York without reference to its choice of law rules.

22. Force Majeure. If and to the extent that a Party’s performance of any of its obligations pursuant to this Service Agreement is prevented, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism (whether physical or cyber-related), riots, civil disorders, rebellions or revolutions, or any other cause beyond the reasonable control of such Party (but specifically excluding labor and union-related activities by employees or contractors of any Party or its agents) (each, a “Force Majeure Event”), and such non-performance, hindrance or delay would not have been prevented by reasonable precautions, then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues, provided, that such Party continues to use its commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means; and provided further, that the Party whose performance is prevented, hindered or delayed by a Force Majeure Event promptly notifies the other Party of the occurrence of the Force Majeure Event and describes in reasonable detail the nature of the Force Majeure Event.

23. Notices . Any notice required to be given under this Agreement (other than communications as contemplated under Section 7) shall be in writing (which, for these purposes includes facsimile [but excludes email]1) directed (a) if to Coordinator, to the address set forth below or to such other address as Coordinator may specify in a notice to Retailer and (b) if to Retailer, at the address set forth below or at such other address as Retailer may specify in a notice to Coordinator. Any notice sent pursuant to this Section 23 shall be effective (x) when delivered by personal delivery or (y) upon receipt when delivered via United States certified mail or by reputable overnight courier (or in the case of international deliveries, reputable two-day international courier), in each case which requires signature on receipt, postage prepaid, or (z) when sent via facsimile transmission with hard copy successful fax transmission report received. Each Party shall give notice to the other Party of a change of address or facsimile number and, after notice of such change has been received, any notice or request shall thereafter be given to such Party at such changed address or facsimile number. [Note: This section will ultimately conform with the finalized notices provision in the agreement between Retailer and DECE]

If to Retailer

_________________________________________________________________________________________________________Fax:_________________Attention:_____________

With a copy to: ____________________________________________________________________________________Fax:__________________Attention:_____________

To Coordinator:

Neustar, Inc.

1 Note differs from LLC Agreement, which provides for email notice. Legal Group to discuss further whether or not to allow for email notice under license agreements.


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46000 Center Oak PlazaSterling, VA 20166 USAE-mail: [email protected]: ____________________

With a copy to:

Neustar, Inc.46000 Center Oak PlazaSterling, VA 20166 USAFax: +1 (571) 434-5735Attention: General CounselUSA

24. Entirety .

a. The Parties agree that this Service Agreement, including any Schedules or Exhibits hereto, constitutes the complete and exclusive agreement between the parties hereto. This Service Agreement supersedes all prior agreements and understandings, whether established by custom, practice, policy or precedent.

b. The Parties acknowledge that this Service Agreement has not been entered into wholly or partly in reliance on, nor has either Party been given any warranty, statement, promise or representation made by or on their behalf and other than as expressly set out in thethis Service Agreement. To the extent that any such warranties, statements, promises or representations have been given the recipient party unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation to them.

c. Nothing in this Section 24 will exclude any liability which one Party would otherwise have to the other party in respect of any statements made fraudulently.

25. Retailer Controlled Affiliates . The rights and obligations of Retailer under this Service Agreement extend to Retailer’s Controlled Affiliates (as such term is defined in the Retailer Agreement) provided that Retailer has authority for and shall be fully responsible for all acts and omissions of its Controlled Affiliates in connection with this Service Agreement, to the same extent that Retailer has authority for and is responsible for Controlled Affiliates pursuant to Section 10.2 of the Retailer Agreement. Except as otherwise expressly provided in the Retailer Agreement, termination of this Service Agreement shall be effective in respect of Retailer and all of its Controlled Affiliates. Further, if any person or entity that was a Controlled Affiliate of Retailer ceases to be a Controlled Affiliate, all rights and licenses hereunder shall automatically terminate with respect to such person or entity immediately upon such person or entity ceasing to be a Controlled Affiliate.

IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be executed by their duly authorized representatives.

NEUSTAR, INC. [RETAILER NAME]

By: _____________________________ By: _____________________________

Name NameTitle TitleDate Date


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DRAFT

SCHEDULE 1DEFINITIONS

The following terms shall have the following definitions. Other terms used in thethis Service Agreement are defined in the context in which they are used and have the meanings there stated.

1. “Affiliate” shall mean, with respect to any entity, any other entity Controlling, Controlled by or under common Control with such entity, whether directly or indirectly through one or more intermediaries.

2. “Business Day” or “business day” means Monday through Friday, 8:00 a.m. to 8:00 p.m. EST, excluding United States federally recognized holidays, as well as the Friday immediately following Thanksgiving Day and the day before Christmasshall have the meaning set forth in the Retailer Agreement.

3. “Confidential Information” shall mean all information and documentation of a Party that is disclosed to or accessed by the other Party in connection with this Service Agreement that is either labeled in writing as proprietary or confidential, or identified in writing as proprietary or confidential within thirty (30) days of having been orally disclosed, or that a reasonable person would or should understand to be confidential , including, without limitation: (i) with respect to Coordinator, all PII and other DECE Data and the Coordinator IP; (ii) with respect to Retailer, all Retailer Data; and (iii) with respect to both Parties, the terms of this Service Agreement; provided, however, that except to the extent otherwise provided by Law, the term “Confidential Information” will not include the existence of this Service Agreement or the fact of the Parties' relationship hereunder or information that (a) is independently developed by the recipient, as demonstrated by the recipient’s written records, without reference to the Confidential Information of the disclosing Party; (b) is or becomes publicly known (other than through unauthorized disclosure); (c) is already known by the recipient at the time of disclosure, as demonstrated by the recipient’s written records, and the recipient has no obligation of confidentiality other than pursuant to this Service Agreement or any confidentiality agreements between the Parties entered into before the Effective Date; or (d) is rightfully received by a Party free of any obligation of confidentiality, provided that (i) such recipient has no knowledge that such information is subject to a confidentiality agreement and (ii) such information is not of a type or character that a reasonable person would have regarded it as confidential.

4. “Connection” shall mean the infrastructure and active routing used by Retailer to connect to a single Coordinator POP, regardless of the number of the Retailer’s physical interfaces (cables) to the POP.

5. “Consents” shall mean all licenses, consents, permits, approvals and authorizations that are necessary to perform its obligations under this Service Agreement.

6. “Content” means any and all content assets that are licensed for distribution by DECE Retailers according to one or more DECE usage model(s), including without limitation filmed entertainment, music, book/magazine/newspaper/web print-centric content, and video games.shall have the meaning set forth in the Retailer Agreement.

7. “Control” and its derivatives shall mean legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%) of the outstanding voting capital stock (or other ownership interest, if not a corporation) of an entity, or actual managerial or operational control over such entity.

8. “Coordinator” shall have the meaning set forth in the Preamble.

9. “Coordinator Agents” means the agents, subcontractors and representatives of Coordinator.

10. “Coordinator IP” shall mean any Intellectual Property Rights owneddeveloped by or licensed byfor Coordinator to provide the Coordinator Services or the Retailer Coordinator Services, including, without limitation, (i) any frameworks that are proprietary to Coordinator, (ii) any DBMS/replication processes and procedures, (iii) any backup or operational, services or support procedures and procedures, (iv) any internal business logic (except for portal operation), (v) any distributed architecture, except to the extent reflected in the DECE Specifications, and (vi) any code developed to support the API’s and Coordinator functions, including any of the foregoing developed by Coordinator or Coordinator Agents hereunder.

11. “Coordinator Services” shall have the meaning set forth in the Preamble.

12. “Days” or “days” shall mean calendar days unless otherwise specified.

13. “DECE Data” shall for the purposes of this Agreement mean any and all data and information, other than Retailer Data, in whole or in part, that Retailer has obtained or had access to, as the case may be, pursuant to its relationship with Coordinator that is (i) provided or submitted to Coordinator or Coordinator Agents, in its capacity as the Coordinator hereunder, by or on behalf of the DECE Entities, Retailer or its suppliers, clients, or agents, or any other DECE Licensees or their respective customers, clients or suppliers; (ii) regarding the DECE Entities, Retailer or its suppliers, clients, or agents, or any other DECE

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Licensee or its respective clients, suppliers or customers, or the usage of the DECE Ecosystem or the Content accessed thereby that is obtained, generated, developed, collected, processed or produced by Coordinator or Coordinator Agents in connection with the Master Services Agreement; (iii) regarding the DECE Entities or Retailer or its suppliers, clients, or agents, or any other DECE Licensee or its respective suppliers or clients or customers, in each case to which Coordinator or Coordinator Agents have access in connection with the provision of the Coordinator Services; or (iv) derivatives of subsections (i)-(iii) of this definition. DECE Data includes the following developed or obtained by Coordinator in its capacity as the Coordinator hereunder: service level data, patterns of service requirements and other data and information with respect to the businesses of the DECE Entities and DECE Licensees, or their respective customers, suppliers (other than Coordinator and Coordinator Agents) or clients, as applicable. For the avoidance of doubt, DECE Data shall not include data or information that is obtained by Retailer independent of its relationship with Coordinator.

14. “DECE Ecosystem” shall mean the method for securely managing the digital rights of consumers to access online content by a Coordinator amongst a diversity of content participants, retailers selling such rights, online content distributors, devices or client-software through which the content is accessible, content formats, and consumers, globally.

14. 15. “DECE Entity” shall mean DECE and its Affiliates.

15. 16. “DECE Licensee” shall have the meaning set forth in the Retailer Agreement.

16. 17. “DECE Retailers” shall mean the DECE Licensees that have executed an agreement entitled “DECE Retailer Agreement” with a DECE Entity.

17. 18. “DECE Specifications” means any specifications developed by or for DECE relating to the DECE Ecosystem, including, without limitation, the Ecosystem Specifications (as such term is defined in the Retailer Agreement).

18. 19. “Ecosystem ” shall have the meaning set forth in the Retailer Agreement.

19. “ End Users” shall have the meaning set forthspecified in the Preamble hereto.

20. “Events of Default” shall mean a material breach of this Service Agreement that is not cured within thirty (30) days after written notice of breach to the breaching Party.

21. “Governmental Approvals” means all licenses, consents, permits, approvals and authorizations of any Governmental Authority, or any notice to any Governmental Authority, the granting or provision of which is required by Law, including Regulatory Requirements, for the consummation of the transactions contemplated by this Service Agreement and the performance of the Services.

22. “Government Authority” shall mean any Federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial or administrative body, whether domestic, foreign or international.

23. “Intellectual Property” shall mean all intellectual property rights, including by way of explanation, but not by limitation, those statutory or common law rights in and relating to copyrights, patents, trademarks, trade secrets, moral rights, or any similar rights.

24. “Loss or Losses” shall mean any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), costs and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts and professionals or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment).

25. “PII” means the non-public information of or relating to any DECE Entity or DECE Licensee or their respective customers, including without limitation any authentication codes.

26. “Regulatory Requirements” means the Law to which a DECE Entity is required to submit or voluntarily submits from time to time.

27. “Retailer” shall have the meaning specified in the Preamble hereto.

28. “Retailer Agreement” shall mean the DECE Digital Service ProviderRetailer Agreement entered into by and between Retailer and DECE.

29. “Retailer Controlled Affiliate” shall have the meaning set forth in the Retailer Agreement.

30. “Retailer Coordinator Services” shall have the meaning set forth in the Preamble.

31. “Retailer Data” shall mean the information Retailer populates in the Rights Token and sends to Coordinator, which information includes the identification of Content sold and/or licensed by Retailer, the context of a Content sale to End User, the Content rights acquired (i.e. HD, SD, PD, and/or burn rights), the locations where Content acquired by End User can be downloaded or streamed, and the Content


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purchase information. Retailer Data shall also be deemed to include the fact that an End User is a customer of Retailer.

32. “Rights Token” shall have the meaning set forth in the Retailer Agreement.

33. “Successor Provider” shall mean any successor vendor selected by DECE to provide Coordinator Services.

34. “Termination Assistance Period” shall mean the period of time for which DECE may extend Coordinator’s provision of the Coordinator Services under the Master Services Agreement, which period of time shall not extend beyond (a) eighteen (18) months from the termination of the Master Services Agreement, or (b) twelve (12) months from the date of expiration of the Master Services Agreement.

35. “Third Party Retailers” shall mean DECE Retailers other than Retailer.


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DRAFT

SCHEDULE 2

Service Level Requirements1. Definitions

1.1 “Connection” shall mean the Coordinator operated infrastructure and active routing used by all DECE Licensees to connect to a single Coordinator POP.

1.2 “Provisioning Services” shall mean those service transactions which support the input of data to the Coordinator, including:

• Content ID and Metadata Registry

• User and Account Management

• Native Domain Management

• Device Management

• Rights Management

1.3 “Query Services” shall mean those service transactions which support the retrieval of data from the Coordinator. This applies specifically to query transactions that are critical to allowing consumers to seamlessly acquire digital content from retailers.

1.4 “Service Level Requirement” or “SLR” shall mean an individual performance specification set forth in this Schedule, the failure of which to achieve shall have the remedies set forth below and in the Master Services Agreement.

1.5 “SLR Failure” means any failure to meet an SLR unless such failure is excused pursuant to Section 4 of this Schedule 2.

1.6 All other capitalized terms not defined herein shall have the meaning set forth in another Schedule to this Service Agreement, and if not therein, in the Master Services Agreement.

2. Service Level Requirements

2.1 Coordinator shall use commercially reasonable efforts, which shall be no less than the prevailing industry standard for the performance of services similar to the Retailer Coordinator Services, to ensure that it provides the Retailer Coordinator Services in accordance with the Services Levels set forth in this section.

2.2 All Retailer Coordinator Services provided hereunder to Retailer are by means of one or more Connections. Retailer is responsible for providing the connectivity to this Connection. Coordinator’s responsibility for providing the Retailer Coordinator Services begins at the Connection point.

2.3 All SLRs will be measured on a calendar monthly basis as set forth below from the perspective of all DECE Licensees utilizing the Service in accordance with the chart below. For clarity, a SLR 1 or SLR 2 Failure shall be deemed to occur if a SLR is not met with respect to any single digital service provider. However, an SLR failure with respect to SLRs 3-5 shall be deemed to occur only if a SLR is not met with respect to all DECE Licensees.

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SLR Calculation Method

Service Commitment Level

Measurement/ Report/Performance Credit Interval

SLR 1 - % Provisioning Service Availability

Provisioning Service Availability % = [(TM – DM)/(TM)] * 100 Where:TM = Total Seconds in the calendar month DM = Unscheduled Downtime (Severity 1 Outages)

99.9%Availability

Monthly

SLR 2 – % Query Service Availability-

Query Service Availability % = [(TM – DM)/(TM)] * 100 Where:TM = Total Seconds in the calendar month DM = Unscheduled Downtime (Severity Level 1 Outages)

99.9%Availability

Monthly

SLR 3 – Aggregate License Query Response Time

Coordinator response time within Span of Control after receipt of a License Query Service request to Connection shall be less than one [1] second 95% of the time.

1 secresponse time95%time

Monthly

SLR 4 – Aggregate Non License Query Response Time

Coordinator response time within Span of Control after receipt of a any non License Query Service request to Connection shall be less than two [2] seconds 95% of the time. Measurement will be via packet monitoring.


Monthly

SLR 5 – Aggregate Provisioning Response Time

Coordinator response time within Span of Control after receipt of a Provisioning Service request to Connection shall be less than five [5] seconds 95% of the time.


Monthly

3. Maintenance Adjustment

For maintenance purposes, Coordinator may need to limit or reduce performance of the Provisioning and/or Query Services. Such limitation or reduction shall not exceed 50% of the stated targets of SLRs 3-5. Schedule 3 describes the Coordinator support and maintenance processes and obligations.


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4. Exclusions

In determining whether Coordinator has met any Service Level Requirement, failures and interruptions caused by factors not within the Coordinator’s “Span of Control” shall be excluded. Such factors shall include, by way of example and not limitation:

i. Services, facilities, hardware, or software not provided by or under the control of Coordinator; ii. Errors, acts or omissions from or by Retailer

iii. Coordinator Scheduled Maintenance;iv. Any event, failure or interruption on the Retailer side of the Connection; v. A denial-of-service or other malicious attack on the Coordinator network; provided that

Coordinator shall deploy reasonable DDoS detection and mitigation products and/or services as provided to other DECE Licensees; or

vi. A Force Majeure Event (as defined in the Service Agreement).


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DRAFTSCHEDULE 3

Support and Maintenance

1. Definitions

1.1 “Business Hours” or “business hours” shall mean those hours contained within a Business Day as defined in the Service Agreement.

1.2 “Coordinator Network Operations Center” or “Coordinator NOC” means the location where Coordinator manages and monitors the operation of the Service.

1.3 “Coordinator Span of Control” means those areas of functionality and activities with respect to the Service that are under the control of Coordinator and begin at the Connection. The Coordinator Span of Control shall not include any Force Majeure Event or other event that is beyond the reasonable control of Coordinator in its role as a provider of the Service.

1.4 “Customer Support” means the personnel assigned by Coordinator to interface with Customers.

1.5 “Data Center” or “DC” means the physical location in which Coordinator provides the facilities, equipment and personnel to offer the Service. Coordinator will maintain at least two redundant and geographically distinct locations.

1.6 “DECE Licensee Span of Control” means those areas of functionality with respect to the Service that are under the control of DECE and/or the DECE Licensees. This includes all elements of the DECE networks, which may affect Coordinator’s provision of the Service.

1.7 “Other Downtime” means the total number of seconds in a given month during which the Service has been unavailable due to causes that are not within the Coordinator Span of Control including, without limitation, incidents or outages due to any Force Majeure Event.

1.8 “Scheduled Maintenance Time” means total number of seconds in a given month that Coordinator performs scheduled maintenance after providing notice to DECE as described below.

1.9 “Service” shall mean for purposes of this Schedule the Retailer Coordinator Service.

1.10 “Unscheduled Downtime” means the total number of seconds in a given month during which the Service has been unavailable to Customers due to causes within the Coordinator Span of Control.

2. Coordinator Responsibilities, Support Services & Data Center

The following section sets forth the support responsibilities of Coordinator in connection with the provision of Retailer Coordinator Services pursuant to the Service Agreement. Coordinator responsibilities to provide these support services as described below shall apply to all DECE Licensees.

2.1 ResponsibilitiesCoordinator will promptly remedy incidents, within its Span of Control, that have been identified either by Coordinator any DECE Licensees according to the procedures set forth below and DECE Licensees will provide all relevant information, if available, to Coordinator.

With respect to incidents that occur in the DECE Licensee Span of Control or in areas outside the Coordinator Span of Control, Coordinator will: (i) make reasonable efforts to assist with the resolution of the incident; and (ii) support DECE Licensee’s escalations; provided, however, that it is ultimately DECE Licensee’s responsibility to resolve incidents to the extent they involve DECE Licensee Span of Control or incidents outside the Coordinator Span of Control.

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2.2 Coordinator Support ServicesCustomer Support will be the interface between DECE Licensee’s customer care group and Coordinator for support of service impacting incidents. This arrangement provides the DECE Licensees with a process to access Coordinator for reporting incidents, receiving updates and pursuing escalation. Table 1 provides Customer Support hours of operation and contact information.

Table 1 - Coordinator Support Services Contact Information

Coordinator Customer Care

Hours of Operation 24 hours, 7 days per week

Contact Phone Number

TBD

E-mail Address TBD

Web Ticketing TBD

Trouble tickets can be opened directly with Customer Support via phone, e-mail, or web ticketing system at any time.

2.3 Data Center Physical and Network SecurityThe Data Center and its immediate perimeter will be monitored 24 hours per day x 7 days per week. Access to the Coordinator facility and Data Center will be managed via separate security/access devices.

3. Incident Management

3.1 Coordinator Resolution Responsibilities

DECE Licensees shall use commercially reasonable efforts to attempt to solve any incidents within their Span of Control. After such reasonable efforts, All incidents concerning failures of any element or aspect of the Services will be reported to Customer Support pursuant to the procedures outlined below. Any reported incident that is caused by a failure that is outside the Coordinator Span of Control will be returned to the impacted DECE Licensee(s) with an appropriate explanation in accordance with the response times set forth below. Further, if there is an incident being addressed by Customer Support that is within the DECE Licensee(s) Span of Control and outside of the Coordinator Span of Control, the incident will be closed and returned, as appropriate to impacted DECE Licensee(s) for proper resolution.

3.2 DECE Licensee Responsibilities

The following section identifies the responsibilities of DECE Licensee personnel and representatives under this document.

Incident Responsibilities

o Initiate a trouble ticket following the process set forth below at Section 3.5.

o Coordinate among DECE Licensee’s operational and technical personnel as they interact with Coordinator or its designees for incident resolution.

Technical Responsibilities

o Understand and remain knowledgeable about problems that may arise during usage of the Service obtained through use of the Service.


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o Understand and remain knowledgeable with respect to functionality of the DECE products and/or services.

o As between DECE and Coordinator, resolve incidents or problems that are within the DECE Licensee’s Span of Control.

3.3 Incident Handling and Updates by Coordinator

Customer Support will coordinate incident isolation, testing and repair work within Coordinator and all third party systems that are within the Coordinator Span of Control. During the incident isolation and troubleshooting process, Customer Support will communicate incident resolution progress to DECE Licensee(s) based upon the times specified on Table 2 below, and resolve the incidents in accordance with the timeframes specified in Table 2.

Additionally, Coordinator will proactively inform the impacted DECE Licensee(s) when an issue or condition arises that necessitates the creation of trouble ticket(s). Coordinator shall also promptly inform DECE of all Severity Level 1 Incidents and make available notice of all Severity Level 2 Incidents through a website or other mutually agreed means. Coordinator will resolve incidents within the Coordinator Span of Control within the timeframes set forth below.

Coordinator will resolve Outages within the timeframes set forth in Table 2.

Table 2 – Coordinator Support Services Response and Incident Handling Notification Timetable

Severity Level

(“Severity Level”)

Conditions Update Method

Resolution Closure

Severity Level 1 Incident-

Critical Business Impact

This incident level is attained when any of the following conditions are met:

Complete loss of service and work cannot reasonably continue.

Real or perceived data loss or corruption.

An essential part of the service is unusable.

No workaround is available.

E-mail, phone, web ticketing

Acknowledgement of the issue with estimated time to resolve. Coordinator shall apply all necessary resources and work continuously to resolve the problem.

Impacted DECE Licensee(s) acknowledge that it shall make available resources to Coordinator to assist in the resolution of the problem.

The Severity Level 1 Incident may be downgraded if a viable workaround is established.

Initial response within 15 minutes; Updates every 30 minutes after first update (see table 3)

A restoration or acceptable work around shall be made available within 3 hours.

Coordinator shall provide root cause analysis and resolution on all Severity Level 1 Incident issues.

Coordinator shall deploy a solution that restores the system to full capacity within 1 month and provide notice to DECE and DECE Licensees (including Coordinator website)

Severity This incident level is attained E-mail, Acknowledgement of issue The Severity Level 2


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Level 2 Incident - Significant Business Impact

when any of the following conditions are met within Coordinator’s Span of Control:

• A significant degradation of the service occurs

• A high impact issue with a workaround. A critical capability cannot be accessed by a method that is part of the product design, but it can be accessed by one or more alternate methods.

• Essential functionality of the service operates in a way that is materially different from those described.

phone , web ticketing

with an estimated time to resolve within 1 day.

A restoration or acceptable workaround shall be made available within 3 business days

Incident may be downgraded if a viable workaround is established and fixes included in the next maintenance release.

Such fix or workaround shall be deployed within 2 months and provides DECE Licensees with notice (including on Coordinator website).

Severity Level 3 Incident - Minimal Business Impact


• The Service is usable but is not functioning in accordance with the requirements set forth in the Service Agreement and the error condition has no substantial impact.

• The Severity Level 3 Incident trouble has a minor impact on service or resource where it may cause some impact but the trouble can be circumvented.

E-mail, phone , web ticketing

Coordinator will open trouble ticket and respond within 7 days. In addition, Coordinator will report upon closure.

A restoration or acceptable workaround shall be made available within 14 days

Coordinator shall deploy a solution within 3 months and provide notice to DECE Licensees (including notice on Coordinator website).

Severity Level 4 Incident -

Minimal Business Impact


• General questions regarding the service or requesting documentation

E-mail, phone , web ticketing

Coordinator will open trouble tickets and respond within 14 days. Coordinator will report upon closure.

A solution, if required, shall be made available within the next maintenance release or the next major release.

3.4 Escalation Procedures


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An escalation process will be in place at Coordinator and the impacted DECE Licensee(s) to manage the resolution of incidents when they occur. Regardless of an incident’s severity level, escalation is warranted and will occur according to the time for response as outlined on Table 3 below.

Escalation Path For Technical Support Issues: If the impacted DECE Licensee(s) are not satisfied with the technical support provided by Coordinator, the impacted DECE Licensee(s) should follow the escalation path to the associated contacts as set forth below. Such contacts may be changed from time-to-time, upon reasonable notice to DECE Licensees and posted on the Coordinator website.

Table 3 – Coordinator Support Services Escalation Contacts

Severity Level 1

Incident

Severity Level 2

Incident

Severity Level 3 Incident

Severity Level 4 Incident

Manager of Coordinator Customer Service Desk

TBD

Phone: TBDMobile: TBD

Email: TBD

Escalation Time:

15 minutes

Escalation Time:1 Hour

Escalation Time: 2 Days

Escalation Time:

5 days

Director of Customer Service Desk

Ray McKenzie

Phone: 650.228.2384Mobile: 510.589.7001

Email: [email protected]

Escalation Time:

30 Minutes

Escalation Time:

2 Hours

Escalation Time:3 Days

Escalation Time:

5 Days

Vice President of Business Operations

Randy Buffenbarger

Phone: 571.434.5640Mobile: 202.285.3171

Email: [email protected]

Escalation Time:

60 Minutes

Escalation Time:

4 Hours

Escalation Time:6 Days

Escalation Time:

10 Days

*Please escalate to phone numbers at all times. Use email during regular business hours to provide follow-up information/confirmation of phone call.

3.5 Incident Reporting Process

3.5.1 Communicating Incidents


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DECE Licensee(s) will communicate incidents to Coordinator in the following manner:

• DECE Licensee(s) will open trouble tickets with Customer Support. Trouble tickets can be reported via phone, e-mail, or web ticketing system at any time. Such a report shall initiate or open a trouble ticket.

• DECE Licensee(s) will set the initial classification of the Severity Level of the trouble ticket based upon the criteria outlined above. Coordinator has the right to change the initial classification set by the impacted DECE Licensee(s) if the classification does not meet the criteria in Table 2. If Coordinator changes any initial classification a notification will promptly be sent to DECE Licensee with the reason for such change. If DECE Licensee(s) fail to set the initial classification of the Severity Level, then Coordinator will assign a Severity Level, based on the criteria in Table 2 and will notify DECE Licensee(s) of the Severity Level assigned. As to any incident not described in Table 2, the Parties will attempt in good faith to agree upon the final determination as to the classification of such incident and, in the event they are not able to agree, DECE Licensee(s) will determine such classification. Coordinator will generate a single response for each trouble ticket that is received from DECE Licensee(s) to acknowledge receipt of the incident notice – within 15 minutes.

3.5.2 Information for Incident Reporting

For each incident, DECE Licensee(s) will provide Coordinator with any necessary information available to DECE Licensee(s), in an effort to l facilitate timely problem determination and resolution. Upon notification of the incident, Coordinator will verify receipt of the necessary information. The following is the necessary information that will be obtained from DECE Licensee(s) for all reported incidents. (The information marked “Optional” is only required if it is available to DECE Licensee(s) and determined by DECE Licensee(s) to be appropriate):

o Reference number assigned to DECE Licensee(s) (Optional);

o Time and date of the transaction in question ( DECE Licensee(s) to use reasonable commercial efforts to obtain this information);

o Description of the incident;

o Severity of the incident or problem (Optional);

o List of those actions taken by DECE Licensee(s) to verify the problem and resolve the incident; and

o Other comments to provide additional information as needed (Optional).

If any of this information is missing from the incident notice to Coordinator, Coordinator will immediately contact DECE Licensee(s) to request additional information. The trouble ticket is deemed “open” when Coordinator has notice of an incident and all initial information available from DECE Licensee(s). The trouble ticket will remain open until DECE Licensee(s) concur the issue has been resolved. However, DECE Licensee(s) may reopen the incident if its help desk representatives cannot confirm the incident or questions is resolved and or answered.

4. Maintenance Management

4.1 Scheduled Maintenance by Coordinator

Coordinator will ensure that any Scheduled Maintenance will be executed in a well-coordinated manner. Proper execution includes advance notification to the impacted DECE Licensee(s) by Customer Support

Coordinator shall provide thirty (30) days advance notice to all impacted DECE Licensees and other affected parties in the event of Scheduled Maintenance which may impact the Coordinator service. The notification will include a description of the service(s) affected, and the time, date and estimated duration of the reduction in Services.


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4.2 Emergency Maintenance

Coordinator reserves the right to execute emergency maintenance at any time without notice, but will notify DECE Licensee(s) as soon as possible, but no later than 30 minutes prior to such emergency maintenance. “Emergency” shall mean that Coordinator has become aware of a problem that, if an immediate remedy is not implemented, will prevent Coordinator from continuing to support and provide the elements and aspects of the Service. Coordinator shall provide a report giving full details of the incident and the justification of the Emergency categorization.


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SCHEDULE 4

Contacts

Administrative/ Product ContactContact Name:

Title:

Organization

Address:

Phone:

Alternate Phone:

FAX:

Email

Customer Care ContactContact Name:

Title:

Organization

Address:

Phone:

Alternate Phone:

FAX:

Email

24x7 NOC #

Technical ContactContact Name:

Title:

Organization

Address:

Phone:

Alternate Phone:

FAX:

Email

24x7 NOC #


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SCHEDULE 5

EXCERPTS FROM DECE MASTER SERVICES AGREEMENT WITH COORDINATOR

NOTE: For the purposes of this Schedule 5, all terms that are not defined in the paragraphs below shall have the meaning set forth in the Master Services Agreement.

3.7 Maintenance of Technology. In providing the Services to DECE, and throughout the Term and Termination Assistance Period, Coordinator will maintain its technology infrastructure used to provide the Services, including all Coordinator Technology, Coordinator Equipment, and Coordinator processes and procedures, in compliance with applicable Law and consistent with industry standards for the types of services set forth herein . . . . .

6.2 Safety and Security Procedures. Coordinator will maintain and enforce at the Coordinator Service Locations reasonable safety and security procedures that are no less stringent than industry standard safety and security procedures for locations similar to the Coordinator Service Locations and the procedures in effect at locations of other customers of Coordinator. Coordinator will also maintain and enforce any more stringent procedures and standards mutually agreed to by the Parties.

10.4 DATA: Data Security and Privacy.

(a) Procedures. Coordinator will at all times comply with the applicable data security and data security breach notification laws. Coordinator will maintain reasonable written safeguards against the theft, destruction, loss, disclosure, alteration, or temporary or permanent unavailability of DECE Data in the possession of Coordinator or Coordinator’s Agents, vendors, and consultants, and during the transmission, storage, distribution and shipping thereof (the “Data Safeguards”). The Data Safeguards must comply with and be no less rigorous than those data security policies in effect as of the Effective Date at each applicable Coordinator Service Location. Prior to providing any Coordinator Agent access to the DECE Data, such Coordinator Agent shall agree in writing to comply with Data Safeguards no less rigorous than those required of Coordinator under this Section 10(a). In addition, Coordinator agrees that Coordinator will not permit any DECE Data to be stored on any laptop computer or portable memory device (such as a memory stick or compact disc) except with the prior written consent of DECE. Coordinator will also comply with all applicable privacy laws relating to the DECE Data, or the collection, use, sharing, theft, destruction, loss, disclosure, alteration, transmission, storage, distribution or shipping thereof.

(b) Breaches. If Coordinator discovers an actual breach, or receives notice of a reasonably credible allegation of a breach, of security involving or relating to DECE Data, Coordinator will immediately (i) notify the DECE Program Manager of such breach or allegation; (ii) investigate such breach or allegation, and make commercially reasonable efforts to remediate the effects of any confirmed breach; (iii) provide DECE with assurance reasonably satisfactory to DECE that Coordinator has taken commercially reasonable steps to avoid a recurrence of any such confirmed breach; and (iv) cooperate with DECE’s investigation of and response to such breach or allegation, including such cooperation as DECE may request with respect to competent law enforcement authorities. To the extent any actual breach is attributable to Coordinator’s or any Coordinator Agent’s, negligence, misconduct or breach of this Agreement, including Coordinator’s failure to perform its obligations pursuant to this Section 10 or a Statement of Work, Coordinator will investigate and remediate the


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effects of such breach at its own cost and expense. In addition, Coordinator will notify DECE of any security concerns of which Coordinator becomes aware that may have a material adverse effect on any DECE Entity or any DECE Licensee, and Coordinator will thereafter provide DECE with and implement a written action plan reasonably satisfactory to DECE that addresses such security concerns.

(c) Mitigation. Without limiting any other rights or remedies of DECE, if as the result of any act or omission of Coordinator, a Coordinator Agent or their respective employees, contractors, or consultants, one or more third parties is required to be notified of unauthorized access to the third party’s personal information, Coordinator agrees that Coordinator shall be responsible for any costs associated with such communication (including mailings and providing call center services) and for any costs of providing a credit monitoring service to the affected parties for up to three (3) years thereafter or to the extent that Coordinator is further obligated under applicable Law to provide such service; provided that no such unauthorized access shall be deemed to result from Coordinator’s, a Coordinator Agent’s or their respective employees’, contractors’, or consultants’ act or omission to the extent that such access was achieved as a result of any error, flaw or vulnerability in, or through the use of, any DECE Specification or DECE Technical Materials (including any such error, flaw or vulnerability in any Software, system, process or product of Coordinator that was introduced or exists because of Coordinator’s compliance with the DECE Specifications or DECE Technical Materials). DECE and Coordinator shall agree upon the manner and method of contacting such third parties.”

17.2(k) Representation by Coordinator. Coordinator will make commercially reasonable efforts to ensure that no viruses or similar items are coded or introduced into the Systems and to restore any loss of data resulting from such viruses or similar items at Coordinator’s cost and expense;


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Documents

DRAFT RETAILER AGREEMENT FOR COORDINATOR SERVICES€¦ · provide or perform any of the Retailer Coordinator Services through Affiliates or Coordinator Agents, provided that Coordinator