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SECURITIES & EXCHANGE COMMISSION EDGAR FILING
Support.com, Inc.
Form: 10-K
Date Filed: 2014-03-07
Corporate Issuer CIK: 1104855
Symbol: SPRT
Fiscal Year End: 12/31
© Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the
terms of use.

Table of contents

  • Page 1
    SECURITIES & EXCHANGE COMMISSION EDGAR FILING Support.com, Inc. Form: 10-K Date Filed: 2014-03-07 Corporate Issuer CIK: 1104855 Symbol: SPRT Fiscal Year End: 12/31 © Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to ...

  • Page 2
    ... Drive, 2nd Floor, , Redwood City, CA (Address of Registrant's Principal Executive Offices) 94063 (Zip Code) Registrant's telephone number including area code: (650) 556-9440 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $.0001 par value Name...

  • Page 3
    ...550 shares of the registrant's common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part... 13 and 14 incorporate by reference information from the registrant's definitive proxy statement...the solicitations of proxies for its 2014 annual meeting of stockholders. Except as expressly incorporated...

  • Page 4
    ... Registered Public Accounting Firm on Internal Control over Financial Reporting Other Information Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related...

  • Page 5
    ... obtained from several third-party sources. Some market and statistical data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the third-party sources referred to. This information may prove to be inaccurate because of the method by which...

  • Page 6
    ... to customers online via remote control and by telephone, leveraging the Nexus Platform. Most of our technology specialists work from their homes rather than in brick and mortar facilities. We are compensated for our services on a per incident, per subscription or per productive hour basis. The...

  • Page 7
    ... services complete the basic setup and configuration steps for new computers, peripherals and mobile devices. We create new user accounts, configure automatic system updates, remove unnecessary trial software, connect devices to the cloud, find and install applications and synchronize data...

  • Page 8
    and establish secure connections between computers, the wireless network and supported devices. In addition, we diagnose and repair problems customers have with existing wireless networks. 4

  • Page 9
    ...and subscription management. MobileC desktopC and networking apps for end users including EasySupport, which allows consumers to easily access continued service with on-demand or scheduled system health scans and enjoy one-click connection to remote support when issues arise, and Health Check, which...

  • Page 10
    systems. 5

  • Page 11
    ...-outs. Programs for partners can take several months to more than a year to progress from a pilot stage to a broader roll-out. We typically wholesale services to our partners on a per-incident, per-subscription or per-productive hour basis and our partners resell the services to consumers and small...

  • Page 12
    6

  • Page 13
    ... information from the warehouse for their programs on a regular basis via secure data feeds, or access reports via an online reporting portal. Nexus web services interfaces enable integration with on-site and depot services, small business cloud services, e-commerce, billing, CRM, point-of-sale...

  • Page 14
    ... competitors to continue to enter the markets in which we operate. For additional information related to competition, see Item 1A, Risk Factors. Environmental Regulation The majority of our employees works from their own homes and use our technology platform to deliver services from remote locations...

  • Page 15
    ... the SEC at the website address located at www.sec.gov. Our telephone number is 650-556-9440 and our website address is www.support.com. The information contained on our website does not form any part of this Annual Report on Form 10-K. However, we make available, free of charge through our website...

  • Page 16
    ... to operate successfully in a time-based billing model; Our ability to adapt to changes in the market for premium technology services; Our ability to manage sales costs in programs where we are responsible for sales; Our ability to successfully manage advertising costs associated with our end-user...

  • Page 17
    ... fashion; Reduce our dependence on a limited number of partners for a substantial majority of our revenue; Successfully license our Nexus Platform; Attract and retain qualified management and employees; Hire, train, manage and retain our home-based technology specialists and enhance the flexibility...

  • Page 18
    ...periods of time; Our ability to manage sales costs in programs where we are responsible for sales; Our ability to operate successfully in a time-based pricing model; Our ability to attract and retain partners; The price and mix of products and services we or our competitors offer; Pricing levels and...

  • Page 19
    ... may prefer not to work with us if we also partner with their competitors. If any of these key partners merge with one of their competitors (as recently occurred at Office Depot and OfficeMax), all of these risks could be exacerbated. Each of these risks could reduce our sales and have a material...

  • Page 20
    13

  • Page 21
    ... knowledge and smooth transitions involving key employees could hinder our strategic planning and execution. In February 2014, Josh Pickus submitted his written resignation as President and Chief Executive Officer effective April 1, 2014. Our ability to execute our business strategies and retain key...

  • Page 22
    ...delivering services, or cause company and consumer data to be unintentionally disclosed. Our continuing efforts to upgrade and enhance the security and reliability of our information technology and communications infrastructure could be very costly, and we may have to expend significant resources to...

  • Page 23
    .... The competitors in our markets for services and software can have some or all of the following comparative advantages: longer operating histories, greater economies of scale, greater financial resources, greater engineering and technical resources, greater sales and marketing resources, stronger...

  • Page 24
    ... with partners and harm our business and reputation. Also, computers are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions, delays or loss of data. We may be required to expend significant capital and other resources to...

  • Page 25
    ... of liability for employee acts or omissions or system failure, than may be typical in other businesses. We expect to support, among other programs, partners offering home security services. Because these services related to programs intended to help protect the lives and property, real and personal...

  • Page 26
    .... We may face consumer class actions and similar claims that could be costly to defend or settle and result in negative publicity and diversion of management resources. Our business involves direct sale and licensing of services and software to consumers and small businesses, and we typically...

  • Page 27
    Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS. Not applicable. ITEM 2.PROPERTIES. Our corporate headquarters is located in Redwood City, California, where we sublease an office facility of approximately 21,620 square feet. The sublease agreement will expire on February 18, 2017. We also ...

  • Page 28
    ... it issues such a guarantee, and must disclose that information in its interim and annual financial statements. We have entered into various service level agreements with our partners, in which we may guarantee the maintenance of certain service level thresholds. Under some circumstances, if we do...

  • Page 29
    ... price plus reinvested dividends) of the Company's Common Stock and the CRSP Total Return Index for the Nasdaq U.S. Stocks (the "Nasdaq Composite Index") and Nasdaq Computer and Data Processing Services Index from December 31, 2008 through December 31, 2013. The graph assumes that $100 was invested...

  • Page 30
    ... in Items 7 and 8 of Part II of this Report. Year Ended December 31, 2012 2011 2010 (In thousands, except per share data) 2013 Consolidated Statements of Operations Data: Revenue: Services Software and other Total revenue Cost of revenue: Cost of services Cost of software and other Total cost of...

  • Page 31
    Table of Contents 2013 Consolidated Balance Sheet Data: Cash, cash equivalents and investments Auction-rate security put option Working capital Total assets Long-term obligations Accumulated deficit Total stockholders' equity 2012 December 31, 2011 (in thousands 53,013 - 51,168 84,996 1,575 (160...

  • Page 32
    ... a reduction in the contact center sales agent workforce completed at the end of the second quarter of 2012. During the fourth quarter of 2013, the Company and Comcast terminated the agreement under which the Company had provided services for Comcast's Xfinity Signature Support program. In addition...

  • Page 33
    Note 1 of our Notes to Consolidated Financial Statements. 24

  • Page 34
    ... for Level 3 instruments requires the most management judgment and subjectivity. • • Our Level 2 securities are priced using quoted market prices for similar instruments, nonbinding market prices that are corroborated by observable market data, or discounted cash flow techniques. Marketable...

  • Page 35
    ... at the entity level. We test goodwill using the two-step process required by ASC 350. In the first step, we compare the carrying value of the reporting unit to the fair value based on quoted market prices of our common stock. If the fair value of the reporting unit exceeds the carrying value...

  • Page 36
    ...% Change 2012 to 2013 28% $ (0)% 23% $ 2012 57,622 14,332 71,954 % Change 2011 to 2012 55% $ (14)% 34% $ 2011 37,248 16,591 53,839 Services revenue consists primarily of fees for technology services generated from our partners. We provide these services remotely, generally using service delivery...

  • Page 37
    ... 31, 2013, the combined entity would have accounted for 18% of our total revenue. For the year ended December 2012, Comcast (35%), OfficeMax (12%), Office Depot (12%) and Staples (10%) accounted for 10% or more of our total revenue. For the year ended December 2011, Office Depot (23%), Staples (15...

  • Page 38
    ... for certain corporate positions and hiring expenses to support the growth in our services programs. The increase of $228,000 in general and administrative expense for the year ended December 31, 2012 compared to 2011 was primarily due to an increase of $550,000 in stock-based compensation expense...

  • Page 39
    ... a class-action lawsuit that was concluded in August 2013. The decrease in interest income and other, net from 2011 to 2012 was primarily due to lower interest income on our short-term investments in 2012 compared to 2011. Income tax provision % Change 2012 to 2013 271% $ % Change 2011 to 2012 (48...

  • Page 40
    ... were repurchased). In 2012 and 2011, cash generated by financing activities was primarily attributable to the exercise of employee stock options and the purchase of common stock under employee stock purchase plans. Working Capital and Capital Expenditure Requirements At December 31, 2013, we had...

  • Page 41
    ...3 Years $ 62 These obligations are for non-cancelable operating leases including our headquarters office and offices to carry out research and development and operations globally. Off-Balance Sheet Arrangements At December 31, 2013, we did not have any significant off-balance sheet arrangements, as...

  • Page 42
    ...subsidiaries at the exchange rates in effect on the balance sheet date. We translate their income and expenses at the average rates ...and Indian rupees) into U.S. dollars for a small portion of our operations, currency fluctuations have had...31, 2013, we did not engage in foreign currency hedging...

  • Page 43
    Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. SUPPORT.COM, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page 35 36 37 38 39 40 41 Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated ...

  • Page 44
    ... as of December 31, 2013, based on criteria established in Internal Control -Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated March 7, 2014 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP...

  • Page 45
    ...data) December 31, 2013 2012 ASSETS Current assets: Cash and cash equivalents Short-term investments Accounts receivable, less allowance of $0 and $2 at December 31, 2013 and 2012... 2013; 50,002,587 issued and 49,809,989 outstanding at December 31, 2012 Additional paid-in capital Treasury Stock ...

  • Page 46
    ... SUPPORT.COM, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share data) Year Ended December 31, 2013 2012 2011 Revenue: Services Software and other Total revenue Costs of revenue: Cost of services Cost of software and other Total cost of revenue Gross profit Operating expenses...

  • Page 47
    Table of Contents SUPPORT.COM, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2013 2012 2011 Net income (loss) Other comprehensive income (loss): Change in foreign currency translation adjustment Change in net unrealized gain (loss) on investments...

  • Page 48
    ...cash Issuance of common stock under employee stock purchase plan Balances at December 31, 2011 Net loss Other comprehensive income Stock-based compensation expense Issuance of common stock upon exercise of stock options for cash Issuance of common stock under employee stock purchase plan Balances at...

  • Page 49
    Issuance of common stock upon exercise of stock options for cash Issuance of common stock under employee stock purchase plan Repurchase of common stock Warrant-related charges Utilized excess tax benefit Balances at December 31, 2013 4,392,786 - 8,435 - - - 8,435 79,221 (1,000,000) - - - - ...

  • Page 50
    ...December 31, 2013 2012 2011 Operating activities: Net income (loss) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Stock-based compensation expense Amortization of intangible assets and other Warrant-related charges Amortization of premiums and discounts on...

  • Page 51
    ... ended December 31, 2013, 2012, and 2011. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial...

  • Page 52
    ...2011 Year ended December 31, 2012 Year ended December 31, 2013 $ $ $ 43 20 2 Writeoffs Balance at End of Period $ $ $ (16) $ (18) $ (5) $ (7) $ - $ 3 $ 20 2 - As of December 31, 2013, Comcast (78%) and the combined Office Depot and OfficeMax...sale, and are reported... be required to... quoted market...

  • Page 53
    ...Corporate notes and bonds U.S. government agency securities Classified as: Cash and cash equivalents Short-term investments For the Year Ended December 31, 2012... our available-for-sale securities classified by the stated maturity date of the security (in thousands): December 31, 2013 2012 34,916 $ ...

  • Page 54
    ... for technology support services. Our service programs are designed for both the consumer and small business markets, and include computer and mobile device set-up, security and support, virus and malware removal, wireless network set-up, security and support, and home security and automation system...

  • Page 55
    ...90 days after sale is remote. We therefore recognize non-subscription deferred revenue balances older than 90 days as services revenue. For the years ended December 31, 2013, 2012 and 2011, services breakage revenue accounted for approximately 1% of our total revenue. Partners are generally invoiced...

  • Page 56
    ... incorporate into our product and service offerings or develop for internal use. In July 2009, we acquired purchased technology for $350,000 and recorded amortization expense related to this technology of $62,000, $81,000, and $83,000 in 2013, 2012, and 2011, respectively. We recorded an impairment...

  • Page 57
    ... compensation expense for RSUs is estimated at the date of grant based on the number of shares granted and the quoted price of the Company's common stock on the grant date. Stock options vest on a graded schedule; however we recognize the expense on a straight-line basis over the requisite service...

  • Page 58
    ... 2011: Stock Option Plan 2013 2012 0.9% 0.6% 3.7 3.7 57.5% 57.2% 0% 0% Employee Stock Purchase Plan 2013 2012 2011 0.1% 0.1% 0% 0.5 0.5 0.5 48.37% 62.3% 75.3% 0% 0% 0% 2011 1.0% 3.6 59.2% 0% Risk-free interest rate Expected term (in years) Volatility Expected dividend Weighted average grant-date...

  • Page 59
    ... and cancellations have not been material to date. We generally agree to indemnify our customers against legal claims that our end-user software products infringe certain third party intellectual property rights. As of December 31, 2013, we have not been required to make any payment resulting from...

  • Page 60
    ..., 2013, the combined entity would have accounted for 18% of our total revenue. For the year ended December 31, 2012, Comcast (35%), Office Depot (12%), OfficeMax (12%) and Staples (10%) accounted for 10% or more of our total revenue. For the year ended December 31, 2011, Office Depot (23%), Staples...

  • Page 61
    ...Corporation On January 13, 2012, we executed an Asset Purchase Agreement to acquire certain assets and assume certain liabilities of RightHand IT Corporation ("RHIT"), a managed service provider for small business located in Louisville, Colorado. No stock was acquired...specific dates through 2012. The...

  • Page 62
    ..., 2012 and 2011. In December 2006, we acquired the use of a toll-free telephone number for cash consideration of $250,000. This asset has an indefinite useful life. The intangible asset is tested for impairment annually or more often if events or changes in circumstances indicate that the carrying...

  • Page 63
    2015 2016 2017 Total Weighted average remaining useful life 1,069 1,028 16 3,204 3.0 years $ 52

  • Page 64
    ... net Note 6. Commitments and Contingencies Lease commitments $ $ Headquarters office lease. On June 7, 2012, we entered into a sublease and master landlord consent agreement for our headquarters office facility located in Redwood City, California. This lease covers approximately 21,620 square feet...

  • Page 65
    ... to pay in cash during the first quarter of 2014. In the second quarter of 2012, we initiated a phased reduction in our sales agent workforce. These selling activities were transitioned to either partner sales centers or third-party sales specialists. We reduced our workforce by 190 employees, or...

  • Page 66

  • Page 67
    Table of Contents In the first quarter of 2011, we implemented a reduction in our work-from-home workforce impacting a group with a specialized skill-set. We reduced our workforce by 21 employees, or less than 4% of our agent headcount. All of the affected employees were terminated as of March 17, ...

  • Page 68
    ...activities for unvested stock options for the year ended December 31, 2013: Weighted Average Grant-Date Number of Fair ...2013, 2012, and 2011 was $1.7 million, $2.8 million, and $1.1 million, respectively. At December 31, 2013, there was $1.9 million of unrecognized compensation cost related to stock...

  • Page 69
    ...the first anniversary of the grant date. During the first quarter of 2013, the Company's Compensation Committee approved the grant of RSUs to certain key executives. The RSUs granted to these executives included (i) 249,750 time-based RSUs that vest over a required service period of three years, and...

  • Page 70
    ... Repurchase of Shares On February 19, 2013, the Company entered into an agreement with Joshua Pickus, the Company's President and Chief Executive Officer, pursuant to which Mr. Pickus sold directly to the Company on that day 1,000,000 shares of its common stock acquired by him in a same-day exercise...

  • Page 71
    ..., 2013 2012 2011 3,...reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2013 2012 Deferred Tax Assets Fixed assets Deferred revenue Accruals and reserves Stock...management's review...

  • Page 72
    ...2012, and 2011, respectively. As of December 31, 2013, $4.8 million of the valuation allowance against federal and state net operating loss carryfowards relates to the tax benefit of stock... date. Utilization of net operating loss carryforwards and credits may be subject to substantial annual ...

  • Page 73
    We may be subject to other income tax assessments in the future. We evaluate estimated expenses that could arise from those assessments in accordance with ASC 740-10, Income Taxes. We consider such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable ...

  • Page 74
    ... (Unaudited) Selected quarterly financial information for 2013 and 2012 is as follows: Fiscal Year 2013 Quarter Ended Mar. 31, Jun. 30, Sept. 30, Dec. 31, 2013 2013 2013 2013 (in thousands, except per share data) Statements of Operations Data: Revenue: Services Software and other Total revenue...

  • Page 75
    Interest income and other, net Income (loss) from continuing operations, before income taxes Income tax provision (benefit) Income (loss) from continuing operations, after income taxes Income (loss) from discontinued operations, after income taxes Net income (loss) Basic and diluted earnings (loss) ...

  • Page 76
    ... the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and Chief Financial...

  • Page 77
    ...of our internal control over financial report as of December 31, 2013 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein. /s/ JOSHUA PICKUS Joshua Pickus Chief Executive Officer and President /s/ ROOP LAKKARAJU...

  • Page 78
    ...reporting, assessing the risk that a material weakness exists, testing...of management ...2013 and 2012, and the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2013, and our report dated...

  • Page 79
    ...the Code of Ethics and Business Conduct for Employees, Officers and Directors will be provided without charge to any person who requests it by writing to Support.com, Inc., Investor Relations, 900 Chesapeake Drive, 2nd Floor, Redwood City, CA 94063, or telephoning 1-415-445-3235. We will disclose on...

  • Page 80
    Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans Equity Compensation Plan Information As of December 31, 2013 Number of securities to be Weighted-average Number of securities remaining issued upon exercise of exercise price of available for future issuance under ...

  • Page 81
    ... Data in Item 8 of this report. Financial Statement Schedules. Schedule II-Valuation and qualifying accounts was omitted as the required disclosures are included in Note 1 to the Consolidated Financial Statements. All other schedules are omitted since the information required is not applicable...

  • Page 82
    ...December 31, 2013(1) Change Management Form Number 1 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of December 22, 2013 (1) Form of Stock Option Grant Notification for Officers and Employees. Subsidiaries of Support...

  • Page 83
    ...requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated: Signature /s/ JOSHUA PICKUS Joshua Pickus Title Chief Executive Officer and President (Principal Executive Officer...

  • Page 84
    ... of January 1, 2013 (1) Agreement Regarding Sale and Purchase of Shares between Support.com and Joshua Pickus, effective as of February 19, 2013. Master Services Agreement Call Handling Services between Comcast and Support.com, effective as of October 1, 2013 (1) Statement of Work Number 1 to Master...

  • Page 85
    ....2 32.1 32.2 Form of Stock Option Grant Notification for Officers and Employees. Subsidiaries of Support.com, Inc. Consent of Independent Registered Public Accounting Firm Power of Attorney (see the signature page of this Form 10-K) Chief Executive Officer Section 302 Certification. Chief Financial...

  • Page 86
    ...(2) Denotes an executive or director compensation plan or arrangement...of 1934, whether made before or after the date hereof irrespective of any general incorporation language contained ...Schedules. No schedules have been filed because the information required to be set forth therein is not applicable...

  • Page 87
    ... Date") by and between Comcast Cable Communications Management, LLC., a Delaware Limited Liability Company, with offices at 1701 JFK Boulevard Philadelphia, PA 19103-2838 ("Comcast") and Support.com, Inc., a Delaware corporation, with offices at 900 Chesapeake Drive, 2nd Floor, Redwood City, CA...

  • Page 88
    ...an itemized monthly invoice for the Services stating the Productive Hours Rate, Training Rate and Overtime Rate (to the extent such are provided for and defined in the applicable SOW), along with any other information that Comcast may request from time to time. If applicable, invoices for Bonus Rate...

  • Page 89
    ... of such services or goods than Comcast, at a lower price, more favorable terms, more favorable warranties, or more favorable benefits during the term of this Agreement, Comcast shall receive such terms, warranties or benefit prospectively and retrospectively. Upon request by Comcast, an officer of...

  • Page 90
    ... provided by Comcast and (ii) the name and the last known address and phone number for all current and former employees directly involved ... a manner that its actions or the actions of its personnel will not jeopardize Comcast's and its parent's, affiliates' and subsidiaries respective relationships...

  • Page 91
    ... thirty (30) days from the date Comcast notifies Vendor of such change to either: (i) implement changes; or (ii) if such changes would result in substantial costs to Vendor or would otherwise adversely impact the provision of Services by Vendor hereunder, contact Comcast in order for the parties to...

  • Page 92
    ..., as well as the requirements of applicable law, may change from time-to-time, and in such cases, the parties will work together in good faith to modify this Section 4.9 and/or the applicable SOW to address any such changes. Notwithstanding the performance of any Background Check, Vendor shall be...

  • Page 93
    ... attached hereto. Vendor's CSR desktops (including those of Vendor's work from home CSRs) shall comply with Exhibit C -Technical Requirements. Comcast shall have the right to review all Designated Facilities used in providing the Services, including, but not limited to, all devices, equipment, ports...

  • Page 94
    ... to the Change Management process set forth in Section 12 of the applicable SOW Workstation Requirements: · · · Core Intel i5 processor with 4GB of RAM or equivalent integrated Intel video with integrated audio Windows XP Professional operating system or higher 17-19" Dell LCD display (or...

  • Page 95
    ... Any Productive Hours or other Vendor compensation lost due to maintenance of Vendor's systems shall not be billable to Comcast. Vendor shall supply a quarterly review and plan for addressing any issues related to the Network Service Levels. Vendor will provide Comcast with monthly reports on Vendor...

  • Page 96
    ... with Vendor Relationship Manager. Promptly following the Effective Date, each party shall provide the other party with the name, telephone number, facsimile number and electronic mail address of their respective Relationship Managers. In addition to any notice requirements set forth in this...

  • Page 97
    ... (30) days of the date of Vendors execution of this Agreement. Thereafter, the Vendor shall submit the Contractor CPNI Certification form as new Vendor personnel are provided with access to Comcast's billing systems. SECTION V DUTIES OF COMCAST 5.1 Comcast shall pay Vendor for its performance of...

  • Page 98
    ... the Comcast online information systems, equipment and software necessary to provide the Services, including invoicing, as determined by Comcast (the "Comcast Equipment") including: Comtrac, Einstein, Grand Slam, Agent Dash Board, Offer Management Tool, Links to relevant reporting tools, Outage...

  • Page 99
    ... (ii) serve as the primary liaison with Vendor Relationship Manager. SECTION VI INDEMNIFICATION, LIMITATION OF LIABILITY 6.1 Vendor will indemnify and hold Comcast and its respective partners, directors, officers, agents and employees (the "Indemnities") harmless from and against all claims, demands...

  • Page 100
    ...due in material part to Comcast, including Comcast's hardware, software, network (excluding the services provided by another service provider/vendor), Vendor will...that have, or substantially support Vendor systems which have, cardholder data. 6.3 EXCEPT FOR DAMAGES RESULTING FROM A PARTY'S (1) GROSS ...

  • Page 101
    ... or done pursuant to it to acquire any right, title or interest in or to the use of the name "Comcast," the Comcast service marks, or in or to any trademark or service mark now or hereafter owned by or used by Comcast or any parent, subsidiary or affiliate thereof (the "Marks"). 8.2 Vendor shall not...

  • Page 102
    9.2 Comcast shall have the right to negotiate the right to use (by ownership, license or otherwise) for itself and any of its subsidiaries or affiliates any customer service systems and any other system, process, tool, method, procedure or information used specifically by Vendor in connection with ...

  • Page 103
    ..., including, but not limited to, customer names, addresses, telephone numbers, email addresses, service selections and the like, shall constitute Comcast Proprietary Information, regardless of whether or not such information is specifically identified as such. Vendor shall use such customer...

  • Page 104
    ..., its affiliates and subsidiaries, and their respective employees and agents, hereby agree that they shall not directly or indirectly induce, influence or suggest that any actual or prospective Comcast customer purchase, contract for, or switch to any non-Comcast product or service. Comcast shall...

  • Page 105
    ... Services and Comcast's payment therefore during the Transition Period shall be governed by the applicable SOW and this Agreement. SECTION XIII RELATIONSHIP OF PARTIES 13.1 Neither party to this Agreement is an agent, partner or employee of the other; rather, the parties are independent contractors...

  • Page 106
    ... or pension benefits, if any, to which employees of the other party may be entitled. SECTION XIV EEO REQUIREMENTS 14.1 Comcast is an equal opportunity employer and is a federal contractor. Consequently, the parties agree that, to the extent applicable, they will comply with Executive Order 11246...

  • Page 107
    ... and operation of all systems, processing of data and generation of reports, and testing of telecommunications facilities. The Vendor shall supply test results to Comcast within two weeks of each test. Failure to successfully complete the test will require re-testing within thirty (30) days of...

  • Page 108
    ... of an unscheduled interruption. Notification will follow Comcast's escalation process related to the report of technology related outages. (ix) Time Frames For Recovery. Time frames for restoration of Comcast's Services. Vendor shall work with telecommunications carriers and equipment vendors to...

  • Page 109
    ... of Comcast. Vendor...actions and omissions of its subcontractors that are performing for or acting on behalf of Vendor. 17.3 Counterparts. This Agreement may be executed...caused by any force majeure condition, including, but not limited to, act of God, labor dispute, strike or government requirement...

  • Page 110
    ..., Cable Legal Comcast Cable Communications Management, LLC One Comcast Center 1701 JFK Boulevard Philadelphia, PA 19103-2838 Attn: Sr. Vice President, Cable Procurement If to Vendor: Support. Com, Inc. 900 Chesapeake Drive, 2nd Floor Redwood City, CA 94063 Attention: Chief Executive Officer Support...

  • Page 111
    ... interpretation of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. COMCAST BY: NAME: TITLE: DATE: WITNESS BY: NAME: DATE: VENDOR: SUPPORT.COM, INC. BY: NAME: TITLE: DATE: WITNESS BY: NAME: DATE: 25 COMCAST AND SUPPORT.COM CONFIDENTIAL

  • Page 112
    ... where Vendor stores any Comcast Proprietary Information are physically secure at all times in accordance with Vendors Security Plan (as defined below) and standard call center industry practice, including after business hours. All authorized employees or contractors with access to such facilities...

  • Page 113
    ... b. Access privileges do not exceed what is necessary for the performance of the Comcast approved activity c. Terminated employee User IDs are disabled immediately and a formal process to remove physical access for CSRs in a timely manner upon separation from Vendor. d. User IDs are audited monthly...

  • Page 114
    ... Plan requirements. The plan must include: a. Security awareness programs are in place to communicate policies and best practices to personnel on a regular basis. b. A formal process to dispose of technology assets with management approval prior to disposal. c. A formal process to remove all data...

  • Page 115
    ... access is commensurate with job responsibilities. k. If applicable, a formal process to apply similar security controls and framework for work from home CSRs as are applied for CSRs in Designated Facilities. VII. Social Media, Removal of Proprietary Information.Vendor is responsible for taking...

  • Page 116
    ... to third party partners on matters of network configuration, computer security, or application assistance, other than that which is deemed necessary by Comcast to connect to Comcast Information Assets. Policy Third Party Partner Requirements Payment Card Industry Data Security Standards Access...

  • Page 117
    EXHIBIT C - TECHNICAL REQUIREMENTS One-X Agent On-Net SIP to Outsourcers (Document Version 1.0) CONFIDENTIALITY STATEMENT The information contained herein is proprietary to Comcast and may not be used, reproduced, or disclosed to others except as specifically permitted in writing by Comcast. The ...

  • Page 118
    ... use cases in the Product Requirements Document. Section 4, Technical Requirements: provides the enumerated technical requirements subdivided as applicable to each major component of the service/system/feature. Section 5, Issues and Concerns: is the list of open issues as of the current version...

  • Page 119
    ... AR CA CALEA CBONE CCC CDC CDR CDV CLASS CLI Definition Alternating Current Acknowledgement Access Control List Application Point of Presence Aggregation Router Call Agent Communications Assistance for Law Enforcement Act Comcast Backbone Call Content Channel Call Data Channel Charging Data Record...

  • Page 120
    ... 6 software application with telephony features for agents in a contact center Inter-Exchange Carrier Jacobs Rimmel Message Digest 5 Media Gateway Media Gateway Controller Multimedia Terminal Adapter Naming Authority Pointer Network Call Signaling National Data Center Network Element 34 COMCAST AND...

  • Page 121
    ... Desktop software application built specifically to meet the needs of contact center agents Operating System Optical Terminal Node Privacy Asserted Identification Point of Presence Public Switched Telephone Network Quality of Service Remote Authentication Dial In User Root Cause Analysis Regular...

  • Page 122
    ... for the CDV Toll Free Calls On Net Phase 1, 2 and 3 call routing, as well as additional infrastructure required to make off-net...configurations where the outsourcer "agents" will appear no differently than Comcast employees which are also configured as agents off the same PBX's. As an option, Comcast...

  • Page 123
    ... enterprise network and the service delivery network that services the SIP signaling and media between Comcast and the outsourcers. The...Comcast CDV infrastructure and signals the national ICM via SIP to allow the ICM to perform pre-routing as well as from Comcast division PBX/Avaya Session Managers...

  • Page 124
    ...) - database, administration, and reporting application to helps Comcast and outsourcer vendors identify operational issues and take immediate action to solve them. Division and Call center managers can view data and receive customized threshold and exception alerts, all in real time. They can also...

  • Page 125
    ... for processing by an application server, and acts upon VXML commands received from an application Server software and generates VXML documents that it uses to communicate with the Voice Browser. ICM (Intelligent Contact Management) - Provides a virtualized contact center routing, reporting, and...

  • Page 126
    ...those agents as is had with Comcast agents. National CDV Toll Free calls will be routed to the E-SBC from the CDV/IMS infrastructure and then will perform a pre-route "dip" to the Corporate ICM via the Cisco Voice Portal. When the Corporate ICM returns the label containing contact header information...

  • Page 127
    Figure 4 CDV Toll Free On-Net Phase III Architecture 41 COMCAST AND SUPPORT.COM CONFIDENTIAL

  • Page 128
    ... traverse the backbone. Table 1 - CDV Toll-Free on net Protocols Elements Interfaced Interface between Enterprise and C/RAN networks Interface between CDV and E-SBC IBone Edge to Outsourcer via Carrier partner transport Commercial Services EDIA GigE service Interface Protocol L2TPv3/MGRE Tunnels SIP...

  • Page 129
    ... This section summarizes the technical requirements for the Outsourcer connections. 3.1.1 Troubleshooting Requirement Title / Tag Requirement Description The Outsourcers networks MUST support monitoring of real-time calling by site for selected Telephone Numbers. Explanatory Notes An Ops...

  • Page 130
    Requirement Number FFE-02 Requirement Title / Tag CgPN Requirement Description Explanatory Notes FFE-03 DTMF FFE-04 Music, Recording, Announcements and Tones FFE-05 FFE-06 Hang up release Add/Remove Enterprise sites EBONE to CRAN The Enterprise network MUST accept CgPN from the Outsourcers...

  • Page 131
    Requirement Number FFE-08 Requirement Title / Tag Access Lists Requirement Description The Enterprise Network Router Configurations SHOULD include access list statements to filter or allow required voice traffic. The Enterprise Network MUST be able to route based on CgPN (diversion/from) in their ...

  • Page 132
    ...choice for providing transport between Comcast Commercial Services aggregation location to outsourcer location 2nd choice to provide transport between Comcast point-of-presence to outsourcer via IBone edge utilizing a common partner carrier (AT&T, BT or Level3) Comcast will provide tunneling through...

  • Page 133
    ... and Service Delivery networks SHOULD support call volume and interface utilization for tracking call activity and capacity planning. The Enterprise network will enable Comcast and each outsourcer to collaborate call reporting and Work Flow Management (WFM) Explanatory Notes TBD Requirement Number...

  • Page 134
    ... and configuration REPE-06 E-WFM Requirement Number CREQ-01a Requirement Title / Tag Requirement Description Comcast Commercial Services Metro-E Where Comcast Comm. Svcs. Has footprint available, call will route to CRAN SUR. Commercial Services provides /30 to Comcast owned co-located router...

  • Page 135
    ... with Comcast engineering. Comcast security team will support/stage/ship firewall to be installed at outsourcer location. Cross-connected to 3rd party carrier for last mile to outsourcer. May require LEC to terminate to outsourcer demarcation Outsourcer will provide location contact, address, tel...

  • Page 136
    OREQ-01 Outsourcer SBC Outsourcer will provide a SBC to physically interface to the Comcast installed co-located router. Outsourcer will configure session-agents to peer with Comcast E-SBCs. OREQ-02 OREQ-03 OREQ-04 OREQ-05 Outsourcer VoIP network Outsourcer will provide layer 1, 2 and 3 ...

  • Page 137
    ... will be provided in a separate document, prior to outsourcer launch Requirement Title / Tag Requirement Description The Enterprise network MUST support monitoring of real-time calling by site for selected Telephone Numbers. The Enterprise network MUST support monitoring of signaling flows The...

  • Page 138
    ...D - TELECOMMUNICATIONS REQUIREMENTS One-X Agent Requirements Document Issue Date: 1/8/13 CONFIDENTIALITY STATEMENT The information contained herein is proprietary to Comcast and may not be used, reproduced, or disclosed to others except as specifically permitted in writing by Comcast. The recipient...

  • Page 139
    ... infrastructure to engage in business supporting Comcast. Comcast will provide the phone switch, ACD routing, and the majority of tools for agents, supervisors / team leads, managers, resource teams and call quality resources. High Level Voice & Data Requirements - 3rd Party The 3rd Party will...

  • Page 140
    ... Services Connectivity · 3rd Party will work with Comcast to provide sufficient circuits, bandwidth, and connectivity as required to handle Comcast's traffic. 3rd Party will expected to carry all voice and data traffic from the agreed upon peering points to the physical location of the agents...

  • Page 141
    ... implement tools (if needed by Comcast) to support this requirement. 3rd Party partner will provide call details for traffic traversing their facilities upon request, data would include but is not limited to, duration of call, number of calls, ANI, DNIS and MOS statistics. · · Reporting Comcast...

  • Page 142
    ... the appropriate access to all Comcast Tools required for 3rd Party to provide the Services, including, but not limited to those noted below: 1. Comtrac 2. Casper 3. Grand Slam 4. Agent Dash Board 5. Offer Management Tool 6. Links to relevant reporting tools 7. Outage Board 8. Rate Guide 9. Pinnacle...

  • Page 143
    ... into such Exhibits and shall become a part thereof: 1. Vendor agents will use Avaya One-X Agent Softphones (not physical phones or routers) in Road Warrior configuration using the H323 protocol. 2. Comcast will provide One-X client licenses for Vendor. 3. Voice traffic will be routed to/from...

  • Page 144
    ... are made to or by a customer. Billing information and most information about a customer's voice service is also CPNI. The customer's name, address and phone number are not CPNI. All traditional telephone, as well as, interconnected VOIP service providers are required by the FCC to keep CPNI secure...

  • Page 145
    ... are made to or by a customer. Billing information and most information about a customer's voice service is also CPNI. The customer's name, address and phone number are not CPNI. All traditional telephone, as well as, interconnected VOIP service providers are required by the FCC to keep CPNI secure...

  • Page 146
    ...certified that all of the information stated above is accurate and truthful. It is understood that the presentation of false information may result in a breach of the agreement that the Contractor has with Comcast. {Company Seal} Name Title Signature Date 60 COMCAST AND SUPPORT.COM CONFIDENTIAL

  • Page 147
    ... of October 1, 2013 ("SOW Effective Date") This Statement of Work #1 ("SOW") dated October 1, 2013 (the "SOW Effective Date") between Support.com, Inc. (" Vendor") and Comcast Cable Communications Management, LLC and any of its operating subsidiaries and affiliates which receive services from Vendor...

  • Page 148
    ... CSRs shall be home-based employees. Vendor shall ensure that it and its personnel perform the Services and other work for Comcast exclusively in the United States and/or Canada, unless otherwise stated in an amendment to this SOW, specific to each applicable non-US location. Notwithstanding the...

  • Page 149
    ... and tools and will provide documentation confirming that each person providing the Services has successfully completed the Training Program according to the criteria provided by Comcast. Vendor is expected to maintain pass/fail reporting for each person including action plans for remedial training...

  • Page 150
    ... and tools and will provide documentation confirming that each person providing the Services has successfully completed the Training Program according to the criteria provided by Comcast. Vendor is expected to maintain pass/fail reporting for each person including action plans for remedial training...

  • Page 151
    ... and the number of teaching assistants supporting the trainer during transition. This process should be shared with Comcast at least fourteen (14) days prior to the New Hire Training class start date. 5.7 Up-Training. Up-Training means the training of CSR(s) on additional services or Upsell...

  • Page 152
    ...Comcast within [***] days of receipt of the [***] Forecast that it does not accept the revised FTEs and the parties shall mutually agree in writing on the revised number of FTEs required for Productive Hours...Hours in any day by more than [***] as stated in the locked [***] Forecast for the same date,...

  • Page 153
    ...which are additional to and not part of Best Efforts Hours ("Overtime"). All Overtime requests must be made in writing (including email) to Vendor by Comcast's workforce management team or other designated representative. Vendor shall accept or decline the Overtime request [***] of receipt by Vendor...

  • Page 154
    ... applicable, Vendor shall provide recommended improvements to current business processes and provide documented plans to address these improvements to Comcast. 7.3 Quarterly Business Reviews. Vendor shall attend Quarterly Business Reviews ("QBR") at the designated Comcast location or Vendor's office...

  • Page 155
    ... above. 8.4 Up-Training / Continuing Education. Comcast will pay Vendor for Up-Training / Continuing Education at the Productive Hourly Rate. 8.5 Outages. Comcast will pay Vendor at the Productive Hour Rate for any lost Productive Hours as a result of any downtime caused by a Comcast network outage...

  • Page 156
    ... report - agent tenure, agent hire date/term date. HR report for attrition; monthly. Month over month FTE Report - Actual vs. forecasted Pay for Performance reports as required Agent hierarchy File for quality programs Old/new PFP reconciliation Timeliness and integrity of reports and ID Management...

  • Page 157
    ... to fulfill its obligations hereunder as well as data required for invoicing purposes Comcast will provide Vendor with work force management and real time data necessary for line adherence and scheduling. 13.0 INSURANCE In addition the insurance requirements outlined in Agreement, Vendor agrees to...

  • Page 158
    ... A Service Level Targets for Enterprise Programs For all Enterprise Programs (i.e., Residential High Speed Internet, Comcast Enterprise Billing and Video Repair, and Comcast Digital Voice Programs). The Bonus and Penalty Rate percentages below denote percentages of Productive Hours in the applicable...

  • Page 159
    ... corresponded to the waived Service Level Target to the remaining Service Level Targets. e. AHT...Comcast and Vendor shall equitably adjust the AHT based on the mutual agreement of the parties. New hire CSRs AHT will be excluded from the AHT calculation for the period of time between the Effective Date...

  • Page 160
    ... MANAGEMENT FORM Program: Originator: Department: Phone #: Locations Impacted: Requested Implementation Date: Estimated Hours: (LOE) â'Billable â'Non-Billable Fixed Fee Cost (if applicable) Type of Change: Scope of Change: â'Minor (Anything within current contract) PCR No.: Date: Title: Billing...

  • Page 161
    ... users with issues relating to XFINITY Internet service including: [***] Wireless Gateway Support - Set up, configure and manage a secured home network and support any home network issues customers may encounter. Available for both Comcast-leased devices. [***] *** CONFIDENTIAL MATERIAL REDACTED...

  • Page 162
    ... on behalf of its applicable affiliates and subsidiaries, with offices at One Comcast Center, 1701 JFK Blvd., Philadelphia, PA nd Floor, 19103 ("Comcast" or "Reseller") and Support.com, Inc., a Delaware corporation, with offices at 900 Chesapeake Drive, 2 Redwood City, CA 94063 ("Support.com") (each...

  • Page 163
    IN WITNESS WHEREOF the Parties have entered into this Amendment 1 as of the Amendment 1 Effective Date. COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC By: /s/ Name: Peter Kiriscouiscos Title: EVP & Chief Procurment Officer SUPPORT.COM, INC. By: /s/ Name: Joshua Pickus Title: President & CEO 2

  • Page 164
    ... WITNESS WHEREOF, the parties have executed this SOW as of the date first above written. COMCAST CABLE COMMUNICATIONS MANAGEMENT, SUPPORT.COM, INC LLC By: /s/ Print Name:Peter Kiriacoulacos Title: EVP & Chief Procurement Officer By: /s/ Print Name:Josh Pickus Title: President & CEO *** CONFIDENTIAL...

  • Page 165
    ... REPLACED WITH "[***]." December 31, 2013 Comcast Cable Communications Management, LLC One Comcast Center, 1701 JFK Blvd. Philadelphia, PA 19103 Attention: Peter Kiriacoulacos, EVP & Chief Procurement Officer Re: Amended and Restated Support Services Agreement, dated July 5, 2012 (as amended, the...

  • Page 166
    ... entitled to wireless networking support services under the Master Services Agreement, Call Handling Services dated as of October 1, 2013 (the "MSA") Statement of Work Number 1 (" SOW#1") as part of its high speed Internet subscription ("Bundled Support Program"). Comcast will provide Support.com...

  • Page 167
    ... Terminated Subscriptions. 5.1 Background.During the course of deploying the program under the MSA, certain subscriptions of a number of XSS Customers in the Western Division were erroneously terminated by Comcast prior to their intended termination date of December 4, 2013 (such subscriptions, the...

  • Page 168
    ...Financial Reporting thru the line adherence tool. In lieu of receiving such from Comcast, Vendor is providing the services and passing through corresponding usage, configuration and development charges. Area(s) of Change â' Accounting/Payroll o Data Processing o General Facilities o Human Resources...

  • Page 169
    Comcast Authorization (SRT Comcast/LOB POC) Comcast Representative's Signature Print Name Brian Duffy /s/ Brian Duffy Date 2-3-14 *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***

  • Page 170
    Exhibit 21.1 Subsidiaries of Support.com, Inc. State or Jurisdiction in which Incorporated or Organized California Name of Subsidiary Domestic Subsidiaries Support.com Gift Cards, Inc. Foreign Subsidiaries SDC Services Canada Inc. SupportSoft GmbH Support.com India Pvt Ltd Canada Germany India

  • Page 171
    ...Support.com, Inc. 2010 Equity and Performance Incentive Plan (as Amended and Restated) and the Support.com, Inc. 2011 Employee Stock Purchase Plan of our reports dated March 7, 2014, with respect to the consolidated financial statements of Support.com, Inc., and the effectiveness of internal control...

  • Page 172
    ... and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ JOSHUA PICKUS Joshua Pickus Chief Executive Officer and President Date: March...

  • Page 173
    ..., whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ ROOP LAKKARAJU Roop Lakkaraju Executive Vice President, Chief Financial Officer and Chief Operating Officer Date: March 7, 2014

  • Page 174
    ..., (i) the Annual Report of the Company on Form 10-K for the year ended December 31, 2013 (the "Report"), fully complies with the requirements of section 13...JOSHUA PICKUS Joshua Pickus Chief Executive Officer and President Date: March 7, 2014 A signed original of this written statement required ...

  • Page 175
    ...(i) the Annual Report of the Company on Form 10-K for the year ended December 31, 2013 (the "Report"), fully complies with the requirements of section...Executive Vice President, Chief Financial Officer and Chief Operating Officer Date: March 7, 2014 A signed original of this written statement required...