Exhibit
10.9


v100


8 June 2015




 


By
clicking to agree to this Schedule 2, which is hereby offered to You by Apple, You agree with Apple to amend that certain Apple
Developer Program License Agreement currently in effect between You and Apple (the “Agreement”) to add this Schedule
2 thereto (supplanting any existing Schedule 2). Except as otherwise provided herein, all capitalized terms shall have the meanings
set forth in the Agreement.


 


Schedule
2


 


1.
Appointment of Agent and Commissionaire


 


1.1
You hereby appoint Apple and Apple Subsidiaries (collectively “Apple”) as: (i) Your agent for the marketing and delivery
of the Licensed Applications to End-Users located in those countries listed on Exhibit A, Section 1 to this Schedule 2, subject
to change; and (ii) Your commissionaire for the marketing and delivery of the Licensed Applications to End-Users located in those
countries listed on Exhibit A, Section 2 to this Schedule 2, subject to change, during the Delivery Period. The most current list
of App Store countries among which you may select shall be set forth in the iTunes Connect tool and may be updated by Apple from
time to time. You hereby acknowledge that Apple will market and make the Licensed Applications available for download by End-Users
through one or more App Stores, for You and on Your behalf. For purposes of this Schedule 2, the following definitions apply:


 


(a)
“You” shall include iTunes Connect users authorized by You to submit Licensed Applications and associated metadata
on Your behalf; and


 


(b)
"End-User" includes individual purchasers as well as eligible users associated with their account via Family Sharing.
For institutional customers, “End-User” shall mean the individual authorized to use the Licensed Application by the
institutional purchaser, the institutional administrator responsible for management of installations on shared devices, as well
as authorized institutional purchasers themselves, including educational institutions approved by Apple, which may acquire the
Licensed Applications for use by their employees,


agents,
and affiliates.


 


1.2
In furtherance of Apple’s appointment under Section 1.1 of this Schedule 2, You hereby authorize and instruct Apple to:


 


(a)
market, solicit, and obtain orders on Your behalf for Licensed Applications from End-Users located in the countries identified
by You in the iTunes Connect tool;


 


(b)
provide hosting services to You subject to the terms of the Agreement, in order to allow for the storage of, and End-User access
to, the Licensed Applications and to enable third party hosting of such Licensed Applications solely as otherwise licensed or
authorized by Apple;


 


(c)
make copies of, format, and otherwise prepare Licensed Applications for acquisition and download by End- Users, including adding
the Security Solution and other optimizations identified in the Agreement;


 


(d)
allow End-Users to access and re-access copies of the Licensed Applications, so that End-Users may acquire and electronically
download those Licensed Applications developed by You, Licensed Application Information, and associated metadata through one or
more App Stores, and You hereby authorize distribution of Your Licensed Applications under this Schedule 2 for use by multiple
End-Users when the Licensed Application is purchased by an individual account associated with other family members via Family
Sharing, including at your election as indicated in the iTunes Connect tool, purchases made prior to the execution of this Schedule
2, as well as a single institutional customer via the Volume Purchase Program for use by its End- Users and/or for installation
on devices owned or controlled by that institutional customer in accordance with the Volume Purchase Program terms, conditions,
and program requirements;


 


(e)
issue invoices for the purchase price payable by End-Users for the Licensed Applications;


 


(f)
use (i) screen shots, previews, and/or up to 30 second excerpts of the Licensed Applications; (ii) trademarks and logos
associated with the Licensed Applications; and (iii) Licensed Application Information, for promotional purposes in marketing
materials and gift cards, excluding those portions of the Licensed Applications, trademarks or logos, or Licensed Application
Information which You do not have the right to use for promotional purposes, and which You identify in writing at the time
that the Licensed Applications are delivered by You to Apple under Section 2.1 of this Schedule 2, and use images and other
materials that You may provide to Apple, at Apple’s reasonable request, for promotional purposes in marketing materials
and gift cards;


 


(g)
otherwise use Licensed Applications, Licensed Application Information and associated metadata as may be reasonably necessary in
the marketing and delivery of the Licensed Applications in accordance with this Schedule 2. You agree that no royalty or other
compensation is payable for the rights described above in Section 1.2 of this Schedule 2; and


 




     


     


    

 


(h)
facilitate distribution of pre-release versions of Your Licensed Applications (“Beta Testing”) to End-Users designated
by You in accordance with the Agreement, availability, and other program requirements as updated from time to time in the iTunes
Connect tool. For the purposes of such Beta Testing, You hereby waive any right to collect any purchase price, proceeds or other
remuneration for the distribution and download of such pre-release versions of your Application. You further agree that You shall
remain responsible for the payment of any royalties or other payments to third parties relating to the distribution and use of
your pre-release Licensed Applications, as well as compliance with any and all laws for territories in which such Beta Testing
takes place. For the sake of clarity, no commission shall be owed to Apple with respect to such distribution.


 


1.3
The parties acknowledge and agree that their relationship under this Schedule 2 is, and shall be, that of principal and agent,
or principal and commissionaire, as the case may be, as described in Exhibit A, Section 1 and Exhibit A, Section 2, respectively,
and that You, as principal, are, and shall be, solely responsible for any and all claims and liabilities involving or relating
to, the Licensed Applications, as provided in this Schedule 2. The parties acknowledge and agree that Your appointment of Apple
as Your agent or commissionaire, as the case may be, under this Schedule 2 is non-exclusive. You hereby represent and warrant
that You own or control the necessary rights in order to appoint Apple and Apple Subsidiaries as Your worldwide agent and/or commissionaire
for the delivery of Your Licensed Applications, and that the fulfillment of such appointment by Apple and Apple Subsidiaries shall
not violate or infringe the rights of any third party.


 


1.4
For purposes of this Schedule 2, the “Delivery Period” shall mean the period beginning on the Effective Date of the
Agreement, and expiring on the last day of the Agreement or any renewal thereof; provided, however, that Apple’s appointment
as Your agent and commissionaire shall survive expiration of the Agreement for a reasonable phase-out period not to exceed thirty
(30) days and further provided that, solely with respect to Your End-Users, subsections 1.2(b), (c), and (d) of this Schedule
2 shall survive termination or expiration of the Agreement unless You indicate otherwise pursuant to sections 5.1 and 7.2 of this
Schedule 2.


 


2.
Delivery of the Licensed Applications to Apple


 


2.1
You will deliver to Apple, at Your sole expense, using the iTunes Connect tool or other mechanism provided by Apple, the Licensed
Applications, Licensed Application Information and associated metadata, in a format and manner prescribed by Apple, as required
for the delivery of the Licensed Applications to End-Users in accordance with this Schedule 2. Metadata You deliver to Apple under
this Schedule 2 will include: (i) the title and version number of each of the Licensed Applications; (ii) the countries You designate,
in which You wish Apple to allow End-Users to download those Licensed Applications; (iii) any copyright or other intellectual
property rights notices; (iv) Your privacy policy, if any; and (v) Your End-User license agreement (“EULA”), if any,
in accordance with Section 4.2 of this Schedule 2.


 


2.2
All Licensed Applications will be delivered by You to Apple using software tools, a secure FTP site address and/or such other
delivery methods as prescribed by Apple.


 


2.3
You hereby certify that all of the Licensed Applications You deliver to Apple under this Schedule 2 are authorized for
export from the United States to each of the countries listed on Exhibit A hereto, in accordance with the requirements of all
applicable laws, including but not limited to the United States Export Administration Regulations, 15 C.F.R. Parts 730-774
and the International Traffic In Arms Regulations 22 C.F.R. Parts 120- 130. Without limiting the generality of this Section
2.3, You certify that (i) none of the Licensed Applications contains, uses or supports any data encryption or cryptographic
functions; or (ii) in the event that any Licensed Application contains, uses or supports any such data encryption or
cryptographic functionality, You certify that you have complied with the United States Export Administration Regulations, and
are in possession of, and will upon request provide Apple with, a PDF copy of Your Encryption Registration Number (ERN), or
export classification ruling (CCATS) issued by the United States Commerce Department, Bureau of Industry and Security and PDF
copies of appropriate authorizations from other countries that mandate import authorizations for that Licensed Application,
as required. You acknowledge that Apple is relying upon Your certification in this Section 2.3 in allowing End-Users to
access and download the Licensed Applications under this Schedule 2. Except as provided in this Section 2.3, Apple will be
responsible for compliance with the requirements of the Export Administration Regulations in allowing End-Users to access and
download the Licensed Applications under this Schedule 2.


 






     


     


    

 


3.
Delivery of the Licensed Applications to End-Users


 


3.1
You acknowledge and agree that Apple, in the course of acting as agent and/or commissionaire for You, is hosting, or pursuant
to Section 1.2(b) of this Schedule 2 may enable authorized third parties to host, the Licensed Applications, and is allowing the
download of those Licensed Applications by End-Users, on Your behalf. However, You are responsible for hosting and delivering
content or services sold by You using the In- App Purchase API, except for content that is included within the Licensed Application
itself (i.e., the In-App Purchase simply unlocks the content) or content hosted by Apple pursuant to section 3.3 of Attachment
2 to the Agreement. All of the Licensed Applications shall be marketed by Apple, on Your behalf, to End-Users at prices identified
in a price tier and designated by You, in Your sole discretion, from the pricing schedule attached to this Schedule 2 as Exhibit
C, which may be updated from time to time by Apple on iTunes Connect. In addition, you may, at your election via iTunes Connect,
instruct Apple to market the Licensed Applications at a discount of 50% of Your established price tier for authorized institutional
customers. You may change the price tier for any Licensed Application at any time, at Your discretion, in accordance with the
pricing schedule set forth on that Exhibit C as updated from time to time, using tools provided on the iTunes Connect tool. As
Your agent and/or commissionaire, Apple shall be solely responsible for the collection of all prices payable by End-Users for
Licensed Applications acquired by those End-Users under this Schedule 2.


 


3.2
In the event that the sale or delivery of any of the Licensed Applications to any End-User is subject to any sales, use, goods
and services, value added, or other similar tax, under applicable law, responsibility for the collection and remittance of that
tax for sales of the Licensed Applications to End-Users will be determined in accordance with Exhibit B to this Schedule 2 as
updated from time to time via the iTunes Connect site. For the sake of clarity, Apple shall not be responsible for the collection
and remittance of telecommunications and similar taxes. You shall indemnify and hold Apple harmless against any and all claims
by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties
and/or interest thereon.


 


3.3
In furtherance of the parties’ respective tax compliance obligations, Apple requires that You comply with the requirements
listed on Exhibit D to this Schedule 2 or on iTunes Connect depending upon, among other things, (i) Your country of residence
and (ii) the countries designated by You in which You wish Apple to allow access to the Licensed Applications. In the event that
Apple collects any amounts corresponding to the purchase price for any of Your Licensed Applications before You have provided
Apple with any tax documentation required under Exhibit D to this Schedule 2, Apple will not remit those amounts to You, but will
hold those amounts in trust for You, until such time as You have provided Apple with the required tax documentation. Upon receipt
of all required tax documents from You, Apple will remit to You any amounts held in trust by Apple for You, without interest,
under this Section 3.3, in accordance with the provisions of this Schedule 2.


 


3.4
Apple shall be entitled to the following commissions in consideration for its services as Your agent and/or commissionaire under
this Schedule 2:


 


(a)
For sales of Licensed Applications to End-Users located in those countries listed in Exhibit B, Section 1 of this Schedule 2 as
updated from time to time via the iTunes Connect site, Apple shall be entitled to a commission equal to thirty percent (30%) of
all prices payable by each End-User. For purposes of determining the commissions to which Apple is entitled under this Section
3.4(a), the prices payable by End-Users shall be net of any and all taxes collected, as provided in Section 3.2 of this Schedule
2.


 


(b)
For sales of Licensed Applications to End-Users located in those countries listed in Exhibit B, Section 2 of this Schedule 2 as
updated from time to time via the iTunes Connect site, Apple shall be entitled to a commission equal to thirty percent (30%) of
all prices payable by each End-User. Except as otherwise provided in Section 3.2 of this Schedule 2, Apple shall be entitled to
the commissions specified in Sections 3.4(a) and 3.4(b) hereof without reduction for any taxes or other government levies, including
any and all taxes or other, similar obligations of You, Apple or any End-User relating to the delivery or use of the Licensed
Applications.


 


3.5
Upon collection of any amounts from any End-User as the price for any Licensed Application delivered to that End-User hereunder,
Apple shall deduct the full amount of its commission with respect to that Licensed Application, and any taxes collected by Apple
under Section 3.2 hereof, and shall remit to You, or issue a credit in Your favor, as the case may be, the remainder of those
prices in accordance with Apple standard business practices, including the following: remittance payments (i) are made by means
of wire transfer only; (ii) are subject to minimum monthly remittance amount thresholds; (iii) require You to provide certain
remittancerelated information on the iTunes Connect site; and (iv) subject to the foregoing requirements, will be made no later
than forty-five (45) days following the close of the monthly period in which the corresponding amount was received by Apple from
the End-User. No later than forty- five (45) days following the end of each monthly period, Apple will make available to You on
the iTunes Connect site a sales report in sufficient detail to permit You to identify the Licensed Applications sold in that monthly
period and the total amount to be remitted to You by Apple. You hereby acknowledge and agree that Apple shall be entitled to a
commission, in accordance with this Section 3.5 on the delivery of any Licensed Application to any End-User, even if Apple is
unable to collect the price for that Licensed Application from that End-User. In the event that the purchase price received by
Apple from any End-User for any Licensed Application is in a currency other than the remittance currency agreed between Apple
and You, the purchase price for that Licensed Application shall be converted to the remittance currency, and the amount to be
remitted by Apple to You shall be determined, in accordance with an exchange rate fixed for the Delivery Period, as reflected
in Exhibit C attached hereto as updated from time to time pursuant to section 3.1 of this Schedule 2. Apple may provide a means
on iTunes Connect to enable You to designate a primary currency for the bank account designated by You for receiving remittances
(“Designated Currency”). Apple may cause Apple's bank to convert all remittances in any remittance currency other
than the Designated Currency into the Designated Currency prior to remittance to You. You agree that any resulting currency exchange
differentials or fees charged by Apple's bank may be deducted from such remittances. You remain responsible for any fees (e.g.,
wire transfer fees) charged by Your bank or any intermediary banks between Your bank and Apple’s bank.


 






     


     


    

 


3.6
In the event that any price payable by any End-User for any of the Licensed Applications is subject to (i) any withholding or
similar tax; or (ii) any sales, use, goods and services, value added, or other tax or levy not collected by Apple under Section
3.2 hereof; or (iii) any other tax or other government levy of whatever nature, the full amount of that tax or levy shall be solely
for Your account, and shall not reduce the commission to which Apple is entitled under this Schedule 2.


 


3.7
In the event that any remittance made by Apple to You is subject to any withholding or similar tax, the full amount of that withholding
or similar tax shall be solely for Your account, and will not reduce the commission to which Apple is entitled on that transaction.
If Apple reasonably believes that such tax is due, Apple will deduct the full amount of such withholding or similar tax from the
gross amount owed to You, and will pay the full amount withheld over to the competent tax authorities. Apple will apply a reduced
rate of withholding tax, if any, provided for in any applicable income tax treaty only if You furnish Apple with such documentation
required under that income tax treaty or otherwise satisfactory to Apple, sufficient to establish Your entitlement to the benefit
of that reduced rate of withholding tax. Upon Your timely request to Apple in writing, using means reasonably designated by Apple,
Apple will use commercially practical efforts to report to You the amount of Apple’s payment of withholding or similar taxes
to the competent tax authorities on Your behalf. You will indemnify and hold Apple harmless against any and all claims by any
competent tax authority for any underpayment of any such withholding or similar taxes, and any penalties and/or interest thereon,
including, but not limited to, underpayments attributable to any erroneous claim or representation by You as to Your entitlement
to, or Your disqualification for, the benefit of a reduced rate of withholding tax.


 


3.8
You may offer auto-renewing subscriptions in select Territories using the In-App Purchase API subject to the terms of this Schedule
2, provided that:


 


(a)
Auto-renew functionality must be on a weekly, monthly, bi-monthly, tri-monthly, semi-annual or annual basis at a price You select
based on the pricing matrix attached to this Schedule 2 as Exhibit C. You may, however, offer more than one option.


 


(b)
You clearly and conspicuously disclose to users the following information regarding Your auto-renewing subscription:


 


•
Title of publication or service


 


•
Length of subscription (time period and/or number of deliveries during each subscription period)


 


•
Price of subscription, and price per issue if appropriate


 


•
Payment will be charged to iTunes Account at confirmation of purchase


 


•
Subscription automatically renews unless auto-renew is turned off at least 24-hours before the end of the current period


 


•
Account will be charged for renewal within 24-hours prior to the end of the current period, and identify the cost of the renewal


 


•
Subscriptions may be managed by the user and auto-renewal may be turned off by going to the user’s Account Settings after
purchase


 


•
No cancellation of the current subscription is allowed during active subscription period


 


•
Links to Your Privacy Policy and Terms of Use


 


•
Any unused portion of a free trial period, if offered, will be forfeited when the user purchases a subscription to that publication,
where applicable.


 


(c)
You must fulfill the offer during the entire subscription period, as marketed and, in the event you breach this section 3.8(c)
of Schedule 2, you hereby authorize and instruct Apple to refund to the End-User the full amount, or any portion thereof in Apple’s
sole discretion, of the price paid by the End-User for that subscription.


 


In
the event that Apple refunds any such price to an End-User, You shall reimburse, or grant Apple a credit for, an amount equal
to the price for that subscription. Apple will have the right to retain its commission on the sale of that subscription, notwithstanding
the refund of the price to the End-User. You acknowledge that Apple may exercise its rights under section 7.3 of this Schedule
2 for repeated violations of this provision.


 


3.9
The auto-renewing feature may be disabled if the subscription price is increased during an active subscription period.


 


3.10
To the extent you promote and offer for sale auto-renewing subscriptions, You must do so in compliance with all legal and regulatory
requirements.


  






     


     


    

 


3.11
Subscription services purchased within Licensed Applications must use In-App Purchase. In
addition to using the In-App Purchase API, a Licensed Application may read or play content (magazines, newspapers, books,
audio, music, video) that is offered outside of the Licensed Application (such as, by way of example, through Your website)
provided that You do not link to or market external offers for such content within the Licensed Application. You are
responsible for authentication access to content acquired outside of the Licensed Application.


 


3.12
If your Licensed Application is periodical content-based (e.g. magazines and newspapers), Apple may provide You with the name,
email address, and zip code associated with an End-User’s account when they purchase an auto-renewing subscription via the
In-App Purchase API, provided that such user consents to the provision of data to You, and further provided that You may only
use such data to promote Your own products and do so in strict compliance with Your publicly posted Privacy Policy, a copy of
which must be readily viewed and is consented to in Your Licensed Application. You may offer a free incentive to extend the subscription
if the user agrees to send this information.


 


3.13
Licensed Applications offering subscription services may be included in Apple’s Newsstand application where available,
provided that, in addition to the requirements set forth in paragraphs 3.8 et seq., You:


 


•
Enable the Licensed Application as a Newsstand app in the iTunes Connect tool


 


•
Authorize Apple to select “Newsstand” as the Licensed Application’s secondary category


 


•
Utilize the In-App Purchase API, include any additional code, and comply with any other requirements as identified and updated
from time to time in Newsstand-related documentation found in the iOS developer library and the iTunes Connect Developer Guide


 


•
Provide updated cover art with each new issue


 


•
Confirm that the content of the Licensed Application is a periodical (e.g. newspaper or magazine)


 


You
acknowledge and agree that Apple reserves the right to recategorize your Licensed Application if it is not appropriate for Newsstand.


 


3.14
Where available, You may offer multiple Licensed Applications offered by You in a single collection (“Bundle”)
to End-Users at a price tier designated by You as set forth in Exhibit C (“Bundle Price”). Furthermore, you
hereby authorize and instruct Apple to enable users who have purchased some but not all Licensed Applications in a Bundle to
access and download the remaining items in the Bundle (“Complete My Bundle” or “CMB”) for the CMB
Price. You will receive proceeds for the CMB Price, which shall equal the Bundle Price set by You less the sum of the retail
prices paid by the user for previously purchased Licensed Applications. In the event the CMB Price is less than Tier 1 and
greater than zero under Exhibit C, You hereby authorize and instruct Apple to set the CMB Price for that user at Tier 1. In
the event the CMB Price is less than zero, You hereby authorize and instruct Apple to provide the remaining Licensed
Applications in the Bundle to the End-User without charge. Each CMB transaction will be reflected in Your statement as
follows: (i) a new sale of the full Bundle at the price paid for the bundle, identified as a CMB sale; and (ii) a return
(i.e. a negative transaction) for each eligible purchased Licensed Application contained in the Bundle in the amount
previously paid for the Licensed Application, each identified as a CMB return.


 


4.
Ownership and End-User Licensing


 


4.1
The parties acknowledge and agree that Apple shall not acquire any ownership interest in or to any of the Licensed Applications
or Licensed Application Information, and title, risk of loss, responsibility for, and control over the Licensed Applications shall,
at all times, remain with You. Apple may not use any of the Licensed Applications or Licensed Application Information for any
purpose, or in any manner, except as specifically authorized in the Agreement or this Schedule 2.


 


4.2
You may deliver to Apple Your own EULA for any Licensed Application at the time that You deliver that Licensed Application to
Apple, in accordance with Section 2.1 of this Schedule 2; provided, however, that Your EULA must include and may not be inconsistent
with the minimum terms and conditions specified on Exhibit E to this Schedule 2 and must comply with all applicable laws in all
countries where You wish Apple to allow End- Users to download that Licensed Application. Apple shall enable each End-User to
review Your EULA (if any) at the time that Apple delivers that Licensed Application to that End-User, and Apple shall notify each
End-User that the End-User’s use of that Licensed Application is subject to the terms and conditions of Your EULA (if any).
In the event that You do not furnish Your own EULA for any Licensed Application to Apple, You acknowledge and agree that each
End-User’s use of that Licensed Application shall be subject to Apple’s standard EULA (which is part of the App Store
Terms of Service).


 


4.3
You hereby acknowledge that the EULA for each of the Licensed Applications is solely between You and the End-User and conforms
to applicable law, and Apple shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any
breach by You or any End-User of any of the terms and conditions of any EULA.


 






     


     


    

 


5.
Content Restrictions and Software Rating


 


5.1
You represent and warrant that: (a) You have the right to enter into this Agreement, to reproduce and distribute each of the Licensed
Applications, and to authorize Apple to permit End-Users to download and use each of the Licensed Applications through one or
more App Stores; (b) none of the Licensed Applications, or Apple’s or End-Users’ permitted uses of those Licensed
Applications, violate or infringe any patent, copyright, trademark, trade secret or other intellectual property or contractual
rights of any other person, firm, corporation or other entity and that You are not submitting the Licensed Applications to Apple
on behalf of one or more third parties; (c) each of the Licensed Applications is authorized for distribution, sale and use in,
export to, and import into each of the countries designated by You under Section 2.1 of this Schedule 2, in accordance with the
laws and regulations of those countries and all applicable export/import regulations; (d) none of the Licensed Applications contains
any obscene, offensive or other materials that are prohibited or restricted under the laws or regulations of any of the countries
You designated under Section 2.1 of this Schedule 2; (e) all information You provided using the iTunes Connect tool, including
any information relating to the Licensed Applications, is accurate and that, if any such information ceases to be accurate, You
will promptly update it to be accurate using the iTunes Connect tool; and (f) in the event a dispute arises over the content of
Your Licensed Applications or use of Your intellectual property on the App Store, You agree to follow Apple’s app dispute
process on a non-exclusive basis and without any party waiving its legal rights.


 


5.2
You shall use the software rating tool set forth on iTunes Connect to supply information regarding each of the Licensed Applications
delivered by You for marketing and fulfillment by Apple through the App Store under this Schedule 2 in order to assign a rating
to each such Licensed Application. For purposes of assigning a rating to each of the Licensed Applications, You shall use Your
best efforts to provide correct and complete information about the content of that Licensed Application with the software rating
tool. You acknowledge and agree that Apple is relying on: (i) Your good faith and diligence in accurately and completely providing
requested information for each Licensed Application; and (ii) Your representations and warranties in Section 5.1 hereof, in making
that Licensed Application available for download by End-Users in each of the countries You designated hereunder. Furthermore,
You authorize Apple to correct the rating of any Licensed Application of Yours that has been assigned an incorrect rating; and
You agree to any such corrected rating.


 


5.3
In the event that any country You designated hereunder requires the approval of, or rating of, any Licensed Application by any
government or industry regulatory agency as a condition for the distribution, sale and/or use of that Licensed Application, You
acknowledge and agree that Apple may elect not to make that Licensed Application available for download by End-Users in that country
from any App Store.


 


5.4
Licensed Applications that are targeted at children or otherwise likely to appeal to children, and which pressure children to
make purchases (including, but not limited to, phrases such as “buy now” or “upgrade now”) or persuade
others to make purchases for them, should not be made available in any Territory that has deemed such marketing practices illegal.
You expressly accept and agree to take full responsibility for your Licensed Applications’ compliance with applicable laws
pursuant to Section 5.1(c) of this Schedule 2, including without limitation consumer protection, marketing, and gaming laws. For
more information on legal requirements of countries in the European Union, see http://ec.europa.eu/justice/consumer-marketing/unfairtrade/index_en.htm


 


6.
Responsibility and Liability


 


6.1
Apple shall have no responsibility for the installation and/or use of any of the Licensed Applications by any End-User. You shall
be solely responsible for any and all product warranties, End-User assistance and product support with respect to each of the
Licensed Applications.


 


6.2
You shall be solely responsible for, and Apple shall have no responsibility or liability whatsoever with respect to, any and all
claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Licensed Applications and/or
the use of those Licensed Applications by any End-User, including, but not limited to: (i) claims of breach of warranty, whether
specified in the EULA or established under applicable law; (ii) product liability claims; and (iii) claims that any of the Licensed
Applications and/or the End-User’s possession or use of those Licensed Applications infringes the copyright or other intellectual
property rights of any third party.


 


6.3
In the event that Apple receives any notice or claim from any End-User that: (i) the End-User wishes to cancel its license to
any of the Licensed Applications within ninety (90) days of the date of download of that Licensed Application by that End-User
or the end of the auto-renewing subscription period offered pursuant to section 3.8, if such period is less than ninety (90) days;
or (ii) a Licensed Application fails to conform to Your specifications or Your product warranty or the requirements of any applicable
law, Apple may refund to the End-User the full amount of the price paid by the End-User for that Licensed Application. In the
event that Apple refunds any such price to an End-User, You shall reimburse, or grant Apple a credit for, an amount equal to the
price for that Licensed Application. Apple will have the right to retain its commission on the sale of that Licensed Application,
notwithstanding the refund of the price to the End-User.


 






     


     


    

 


7.
Termination


 


7.1
This Schedule 2, and all of Apple’s obligations hereunder, shall terminate upon the expiration or termination of the Agreement.
Notwithstanding any such termination, Apple shall be entitled to: (i) all commissions on all copies of the Licensed Applications
downloaded by End-Users prior to the date of termination (including the phase-out period set forth in Section 1.4 hereof); and
(ii) reimbursement from You of refunds paid by Apple to End-Users, whether before or after the date of termination, in accordance
with Section 6.3 of this Schedule 2.


 


7.2
In the event that You no longer have the legal right to distribute the Licensed Applications, or to authorize Apple to allow access
to those Licensed Applications by End-Users, in accordance with this Schedule 2, You shall promptly notify Apple and withdraw
those Licensed Applications from the App Store using the tools provided on the iTunes Connect site; provided, however, that such
withdrawal by You under this Section 7.2 shall not relieve You of any of Your obligations to Apple under this Schedule 2, or any
liability to Apple and/or any End-User with respect to those Licensed Applications.


 


7.3
Apple reserves the right to cease marketing, offering, and allowing download by End-Users of the Licensed Applications at any
time, with or without cause, by providing notice of termination to You. Without limiting the generality of this Section 7.3, You
acknowledge that Apple may cease the marketing and allowing download by End-Users of some or all of the Licensed Applications,
or take other interim measures in Apple’s sole discretion, if Apple reasonably believes that:


 


(i)
those Licensed Applications are not authorized for export to one or more of the countries listed on Exhibit A, in accordance with
the Export Administration Regulations;


 


(ii)
those Licensed Applications and/or any End-User’s possession and/or use of those Licensed Applications, infringe patent,
copyright, trademark, trade secret or other intellectual property rights of any third party;


 


(iii)
the distribution, sale and/or use of those Licensed Applications violates any applicable law in any country You designated under
Section 2.1 of this Schedule 2; (iv) You have violated the terms of the Agreement, this Schedule 2, or other documentation including
without limitation the App Review Guidelines; or


 


(v)
Your Licensed Applications violate Section 5.4 of this Schedule 2, including without limitation upon notice by a regulator of
an alleged violation. An election by Apple to cease the marketing and allowing download of any Licensed Applications, pursuant
to this Section 7.3, shall not relieve You of Your obligations under this Schedule 2.


 


7.4
You may withdraw any or all of the Licensed Applications from the App Store, at any time, and for any reason, by using the tools
provided on the iTunes Connect site, except that, with respect to Your End-Users, You hereby authorize and instruct Apple to fulfill
sections 1.2(b), (c), and (d) of this Schedule 2, which shall survive termination or expiration of the Agreement unless You indicate
otherwise pursuant to sections 5.1 and 7.2 of this Schedule 2.


 


8.
Legal Consequences


 


The
relationship between You and Apple established by this Schedule 2 may have important legal and/or tax consequences for You. You
acknowledge and agree that it is Your responsibility to consult with Your own legal and tax advisors with respect to Your legal
and tax obligations hereunder.


 




     


     


    

  


EXHIBIT
A


 


1.
Apple as Agent


 


You
appoint Apple Canada, Inc. (“Apple Canada”) as Your agent for the marketing and End-User download of the Licensed
Applications by End-Users located in the following country:


 


Canada


 


You
appoint Apple Pty Limited (“APL”) as Your agent for the marketing and End-User download of the Licensed Applications
by End-Users located in the following countries:


 


Australia


New
Zealand


 


You
appoint Apple Inc. as Your agent pursuant to California Civil Code §§ 2295 et seq. for the marketing and End-User
download of the Licensed Applications by End-Users located in the following countries, as updated from time to time via the iTunes
Connect site:


 


Argentina
Cayman Islands Guatemala St. Kitts & Nevis


Anguilla
Chile Honduras St. Lucia


Antigua
& Barbuda Colombia Jamaica St. Vincent & The


Grenadines


Bahamas
Costa Rica Mexico Suriname


Barbados
Dominica Montserrat Trinidad & Tobago


Belize
Dominican Republic Nicaragua Turks & Caicos


Bermuda
Ecuador Panama Uruguay


Bolivia
El Salvador Paraguay Venezuela


Brazil
Grenada Peru United States


British
Virgin Islands Guyana


 


You
appoint iTunes KK as Your agent pursuant to Article 643 of the Japanese Civil Code for the marketing and End-User download of
the Licensed Applications by End-Users located in the following country:


 


Japan


 


2.
Apple as Commissionaire


 


You
appoint iTunes Sarl as Your commissionaire pursuant to Article 91 of the Luxembourg Code de commerce for the marketing and End-User
download of the Licensed Applications by End-Users located in the following countries, as updated from time to time via the iTunes
Connect site:


 


Albania


Algeria


Angola


Armenia


Austria


Azerbaijan


Bahrain


Belarus


Belgium


Benin


Bhutan


Botswana


Brunei


Bulgaria


Burkina-Faso


Cambodia


Cape
Verde


Chad


China


Congo
(Republic of)


Croatia


Cyprus


Czech
Republic


Denmark


Egypt


Estonia


Fiji


 




     


     


    

 


Finland


France


Gambia


Germany


Ghana


Greece


Guinea-Bissau


Hong
Kong


Hungary


Iceland


India


Indonesia


Ireland


Israel


Italy


Jordan


Kazakhstan


Kenya


Korea


Kuwait


Kyrgyzstan


Laos


Latvia


Lebanon


Liberia


Lithuania


Luxembourg


Macau


Macedonia


Madagascar


Malawi


Malaysia


Mali


Malta,
Republic of


Mauritania


Mauritius


Micronesia,
Fed


States
of


Moldova


Mongolia


Mozambique


Namibia


Nepal


Netherlands


Niger


Nigeria


Norway


Oman


Pakistan


Palau


Papua
New Guinea


Philippines


Poland


Portugal


Qatar


Romania


Russia


Sao
Tome e


Principe


Saudi
Arabia


Senegal


Seychelles


 




     


     


    

 


Sierra
Leone


Singapore


Slovakia


Slovenia


Solomon
Islands


South
Africa


Spain


Sri
Lanka


Swaziland


Sweden


Switzerland


Taiwan


Tajikistan


Tanzania


Thailand


Tunisia


Turkey


Turkmenistan


UAE


Uganda


Ukraine


United
Kingdom


Uzbekistan


Vietnam


Yemen


Zimbabwe


 




     


     


    

 


EXHIBIT
B


 


1.
Apple shall collect and remit to the competent tax authorities the taxes described in Section 3.2 of this Schedule 2 for sales
of the Licensed Applications to End-Users located in the following countries, as updated from time to time via the iTunes Connect
site:


 


Australia
Estonia Latvia Romania


Austria
Finland Lithuania Slovakia


Belgium
France Luxembourg South Africa


Bulgaria
Germany Malta, Republic of Slovenia


Canada
Greece Netherlands Spain


Croatia
Hungary Norway Sweden


Cyprus
Iceland Poland Switzerland


Czech
Republic Ireland Portugal United Kingdom


Denmark
Italy United States


 


2.
Apple shall not collect and remit the taxes described in Section 3.2 of this Schedule 2 for sales of the Licensed Applications
to End-Users located in the countries listed below as updated from time to time via the iTunes Connect site. You shall be solely
responsible for the collection and remittance of such taxes as may be required by local law.


 


Albania


Algeria


Angola


Anguilla


Antigua
& Barbuda


Argentina


Armenia


Azerbaijan


Bahamas


Bahrain


Barbados


Belarus


Belize


Benin


Bermuda


Bhutan


Bolivia


Botswana


Brazil


British
Virgin Islands


Brunei


Burkina-Faso


Cambodia


Cape
Verde


Cayman
Islands


Chad


Chile


China


Colombia


Congo
(Republic of)


Costa
Rica


Dominica


Dominican
Republic


Ecuador


Egypt


El
Salvador


Fiji


Gambia


Ghana


Grenada


Guatemala


Guinea-Bissau


 




     


     


    

 


Guyana


Honduras


Hong
Kong


India


Indonesia


Israel


Jamaica


Japan


Jordan


Kazakhstan


Kenya


Korea


Kuwait


Kyrgyzstan


Laos


Lebanon


Liberia


Macau


Macedonia


Madagascar


Malawi


Malaysia


Mali


Mauritania


Mauritius


Mexico


Micronesia
(Fed


States
of)


Moldova


Mongolia


Montserrat


Mozambique


Namibia


Nepal


New
Zealand


Nicaragua


Niger


Nigeria


Oman


Pakistan


Palau


Panama


Papua
New Guinea


Paraguay


Peru


Philippines


Qatar


Russia


Sao
Tome e Principe


Saudi
Arabia


Senegal


Seychelles


Sierra
Leone


Singapore


Solomon
Islands


Sri
Lanka


St.
Kitts and Nevis


St.
Lucia


St.
Vincent & The


Grenadines


Suriname


Swaziland


 




     


     


    

 


Taiwan


Tajikistan


Tanzania


Thailand


Trinidad
& Tobago


Tunisia


Turkey


Turkmenistan


Turks
& Caicos


UAE


Uganda


Ukraine


Uruguay


Uzbekistan


Venezuela


Vietnam


Yemen


Zimbabwe


 




     


     


    

 


EXHIBIT
C


 


The
list of available price tiers and proceeds is set forth in the iTunes Connect tool and may be updated by Apple from time to time.


 


Customer Price is the price displayed to the End-User on the App Store. The agreed remittance currencies are USD, CAD, MXN, AUD,
NZD, JPY, Euro, DKK, SEK, CHF, NOK, GBP, CNY, SGD, HKD, TWD, RUB, TRY, INR, IDR, ILS, ZAR, SAR, and AED depending on the currency
of the Customer Price, as indicated in this Exhibit C and as may be updated from time to time via the iTunes Connect site. Customers
are charged the following currencies in the following countries:


 


-
USD: Albania, Algeria, Angola, Anguilla, Antigua & Barbuda, Argentina, Armenia, Azerbaijan, Bahamas, Bahrain, Barbados, Belarus,
Belize, Benin, Bermuda, Bhutan, Bolivia, Botswana, Brazil, British Virgin Islands, Brunei, Burkina-Faso, Cambodia, Cape Verde,
Cayman Islands, Chad, Chile, Colombia, Congo (Republic of), Costa Rica, Croatia, Dominica, Dominican Republic, Ecuador, El Salvador,
Egypt, Fiji, Gambia, Ghana, Grenada, Guatemala, Guinea-Bissau, Guyana, Honduras, Iceland, Jamaica, Jordan, Kazakhstan, Kenya,
Korea, Kuwait, Kyrgyzstan, Laos, Lebanon, Liberia, Macau, Macedonia, Madagascar, Malawi, Malaysia, Mali, Mauritania, Mauritius,
Micronesia (Fed States of), Moldova, Mongolia, Montserrat, Mozambique, Namibia, Nepal, Nicaragua, Niger, Nigeria, Oman, Pakistan,
Palau, Panama, Papua New Guinea, Paraguay, Peru, Philippines, Qatar, Sao Tome e Principe, Senegal, Seychelles, Sierra Leone, Solomon
Islands, Sri Lanka, St. Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, Suriname, Swaziland, Tajikistan, Tanzania,
Thailand, Trinidad and Tobago, Tunisia, Turkmenistan, Turks and Caicos, Uganda, Ukraine, Uruguay, United States, Uzbekistan, Venezuela,
Vietnam, Yemen, Zimbabwe


 


-
MXN: Mexico


-
CAD: Canada


-
AUD: Australia


-
NZD: New Zealand


-
JPY: Japan


 


-
Euro: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy,
Latvia, Lithuania, Malta (Republic of), Luxembourg, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain


 


-
DKK: Denmark


-
NOK: Norway


-
SEK: Sweden


-
CHF: Switzerland


-
GBP: United Kingdom


-
CNY: China


-
SGD: Singapore


-
HKD: Hong Kong


-
TWD: Taiwan


-
RUB: Russia


-
TRY: Turkey


-
INR: India


-
IDR: Indonesia


-
ILS: Israel


-
ZAR: South Africa


-
SAR: Saudi Arabia


-
AED: UAE


 




     


     


    

 


EXHIBIT
D


 


1.
Delivery of Licensed Applications to End-Users in Canada


 


Where
You designate Apple Canada to allow access to the Licensed Applications to End-Users in Canada:


 


1.1
General


 


You
shall indemnify and hold Apple harmless against any and all claims by the Canada Revenue Agency (the “CRA”), Ministere
du Revenu du Quebec (the “MRQ”) and the tax authorities of any province that has a provincial retail sales tax (“PST”)
for any failure to pay, collect or remit any amount(s) of goods and services tax/harmonized sales tax (“GST/HST”)
imposed under the Excise Tax Act (Canada) (The “ETA”), Quebec Sales Tax (“QST”) or PST and any penalties
and/or interest thereon in connection with any supplies made by Apple Canada to End-Users in Canada on Your behalf and any supplies
made by Apple Canada to You.


 


1.2
GST/HST


 


(a)
This Section 1.2 of Exhibit D applies with respect to supplies made by You, through Apple Canada, as agent to End-Users in Canada.
Terms defined in the ETA have the same meaning when used in this Section 1.2. Apple Canada is registered for GST/HST purposes,
with GST/HST Registration No. R100236199.


 


(b)
If You are a resident of Canada or are a non-resident of Canada that is required to register for GST/HST purposes pursuant to
the ETA, it is a condition of this Schedule 2, that You are registered for GST/HST or have submitted an application to register
for GST/HST to the CRA with an effective GST/HST registration date of no later than the date of this Schedule 2. You shall provide
Apple Canada with satisfactory evidence of Your GST/HST registration (e.g., a copy of Your CRA confirmation letter or print-out
from the GST/HST Registry on the CRA web site) at Apple Canada’s request. You warrant that You will notify Apple Canada
if You cease to be registered for GST/HST.


 


(c)
If You are registered for GST/HST purposes, You, by executing this Schedule 2, (i) agree to enter into the election pursuant to
subsection 177(1.1) of the ETA to have Apple Canada collect, account for and remit GST/HST on sales of Licensed Applications made
to End-Users in Canada on Your behalf and have completed (including entering its valid GST/HST registration number), signed and
returned to Apple Canada Form GST506 (accessible on the iTunes Connect site); and (ii) acknowledge that the commission payable
by You to Apple Canada includes GST at a rate of 5% (or the GST rate as applicable from time to time).


 


(d)
If You are not registered for GST/HST purposes, by executing this Schedule 2 and not completing, signing and returning Form
GST506 to Apple Canada, You (i) certify that You are not registered for GST/HST purposes; (ii) certify that You are not
resident in Canada and do not carry on business in Canada for purposes of the ETA; (iii) acknowledge that Apple Canada will
charge, collect and remit GST/HST on sales of Licensed Applications to End-Users in Canada made on Your behalf; (iv)
acknowledge that the commission payable by You to Apple Canada is zero-rated for GST/HST purposes (i.e., GST/HST rate
is 0%); and (v) agree to indemnify Apple for any GST/HST, interest and penalty assessed against Apple Canada if it is
determined that You should have been registered for GST/HST purposes such that the commission fees charged by Apple Canada
were subject to GST.


 


1.3
Quebec Sales Tax Terms defined in an Act respecting the Quebec Sales Tax (the “QSTA”) have the same meaning when used
in this Section 1.3 of Exhibit D.


 


(a)
If You are a resident of Quebec, it is a condition of this Schedule 2, that You are registered for QST or have submitted an application
to register for QST to the MRQ with an effective QST registration date of no later than the date of this Schedule 2. You shall
provide Apple Canada with satisfactory evidence of Your QST registration (e.g., a copy of Your MRQ confirmation letter
or print-out from the QST Registry on the MRQ web site) at Apple Canada’s request. You warrant that You will notify Apple
Canada if You cease to be registered for QST.


 


(b)
If You are a resident of Quebec, You, by executing this Schedule 2, (i) certify that You are registered for QST; (ii) agree to
enter into the election pursuant to section 41.0.1 of the QSTA to have Apple Canada collect, account for and remit QST on sales
of Licensed Applications to End-Users in Quebec made on Your behalf and have completed (including entering its valid QST registration
number), signed and returned to Apple Canada Form FP2506-V; and (iii) acknowledge that Apple Canada will not charge, collect or
remit QST on sales of Licensed Applications made on Your behalf to End-Users located outside Quebec on the assumption that the
End-Users are not resident in Quebec and not registered for QST purposes such that the sales are zero-rated for QST purposes.


 


(c)
If You are not resident in Quebec, by executing this Schedule 2 and not completing, signing and returning Form FP2506-V to Apple
Canada, You (i) certify that You are not resident in Quebec; (ii) certify that You do not have a permanent establishment in Quebec;
and (iii) acknowledge Apple will charge, collect and remit QST on sales of Licensed Applications to End-Users in Quebec made on
Your behalf.


 






     


     


    

 


1.4
PST


 


This
Section 1.4 of Exhibit D applies to supplies of Licensed Applications made by You, through Apple Canada, as agent, to End-Users
in the provinces of British Columbia, Saskatchewan, Manitoba, Ontario, Prince Edward Island and any other province that has or
that adopts a PST. You acknowledge and agree that Apple Canada will charge, collect and remit applicable PST on sales of Licensed
Applications made to End-Users in these provinces by Apple Canada on Your behalf.


 


2.
Delivery of Licensed Applications to End-Users in Australia


 


Where
You designate APL to allow access to the Licensed Applications to End-Users in Australia:


 


2.1
You shall indemnify and hold Apple harmless against any and all claims by the Commissioner of Taxation (“Commissioner”)
for nonpayment or underpayment of GST under the A New Tax System (Goods and Services Tax) Act 1999 (“GST Act”)
and for any penalties and/ or interest thereon. In addition, You shall indemnify and hold Apple harmless against any penalties
imposed by the Commissioner for failing to register for GST in Australia.


 


2.2
Goods and Services Tax (GST)


 


(a)
General


 


(i)
This Section 2.2 of Exhibit D applies to supplies made by You, through APL, as agent, that are connected with Australia. Terms
defined in the GST Act have the same meaning when used in this Section 2.2. (ii) Unless expressly stated otherwise, any sum payable
or amount used in the calculation of a sum payable under this Schedule 2 has been determined without regard to GST and must be
increased on account of any GST payable under this Section 2.2. (iii) If any GST is payable on any taxable supply made under this
Schedule 2 by a supplier to a recipient, the recipient must pay the GST to the supplier at the same time and in the same manner
as providing any monetary consideration. For the avoidance of doubt, this includes any monetary consideration that is deducted
by APL as commission in accordance with Section 3.4 of this Schedule 2.


 


(iv)
The amount recoverable on account of GST under this clause by APL will include any fines, penalties, interest and other charges.


 


(v)
This Section 2 of Exhibit D survives the termination of the Agreement.


 


(b)
Resident Developers or Non-resident GST-Registered Developers


 


(i)
If You are a resident of Australia, it is a condition of this Schedule 2, that You have an Australian Business Number (“ABN”)
and are registered for GST or have submitted an application to register for GST to the Commissioner with an effective GST registration
date of no later than the date of this Schedule 2. You will provide Apple with satisfactory evidence of Your ABN and GST registration
(by uploading to Apple, using the iTunes Connect site, a copy of Your GST registration or print-out from the Australian Business
Register) within 30 days of this Schedule 2. You warrant that You will notify Apple if it ceases to hold a valid ABN or be registered
for GST.


 


(ii)
If You are a non-resident and are registered for GST, it is a condition of this Schedule 2 that You will provide Apple with satisfactory
evidence of Your ABN and GST registration within 30 days of this Schedule


 


2.
You warrant that You will notify Apple if You cease to be registered for GST.


 


(iii)
You and Apple agree to enter into an arrangement for the purposes of s.153-50 of the GST Act.


 


You
and Apple further agree that for taxable supplies made by You, through APL as agent, to any End-User:


 


(A)
APL will be deemed as making supplies to any End-User;


 


(B)
You will be deemed as making separate, corresponding supplies to APL;


 


(C)
APL will issue to any End-User, in APL’s own name, all tax invoices and adjustment notes relating to supplies made under
paragraph (iii)(a);


 


(D)
You will not issue to any End-User any tax invoices or adjustment notes relating to taxable supplies made under paragraph (iii)(a);


 


(E)
APL will issue a recipient created tax invoice to You in respect of any taxable supplies made by You to APL under this Schedule
2, including taxable supplies made under paragraph (iii)(b); and


 


(F)
You will not issue a tax invoice to Apple in respect of any taxable supplies made by You to Apple under this Schedule 2, including
taxable supplies made under paragraph (iii)(b).


 


(c)
Non-resident, Non-GST-registered Developers If You are a non-resident and are not registered for GST, then:


 


(i)
APL will issue to any End-User, in APL’s own name, all tax invoices and adjustment notes relating to taxable supplies made
by You through APL as agent; and


 


(ii)
You will not issue to any End-User any tax invoices or adjustment notes relating to taxable supplies made by You through APL as
agent.


 






     


     


    

 


3.
Delivery of Licensed Applications to End-Users in the United States


 


Where
You designate Apple Inc. to allow access to the Licensed Applications to End-Users in the United States:


 


3.1
If You are not a resident of the United States for U.S. federal income tax purposes, You will complete Internal Revenue Service
Form W-8BEN and/or any other required tax forms and provide Apple with a copy of such completed form(s), and any other information
necessary for compliance with applicable tax laws and regulations, as instructed on the iTunes Connect site.


 


3.2
If Apple, in its reasonable belief, determines that any state or local sales, use or similar transaction tax may be due from Apple
or You in connection with the sale or delivery of any of the Licensed Applications, Apple will collect and remit those taxes to
the competent tax authorities. To the extent that the incidence of any such tax, or responsibility for collecting that tax, falls
upon You, You authorize Apple to act on Your behalf in collecting and remitting that tax, but to the extent that Apple has not
collected any such tax, or has not received reimbursement for that tax, from End-Users, You shall remain primarily liable for
the tax, and You will reimburse Apple for any tax payments that Apple is required to make, but is not otherwise able to recover.


 


3.3
In the event that You incur liability for income tax, franchise tax, business and occupation tax, or any similar taxes based on
Your income, You shall be solely responsible for that tax.


 


4.
Delivery of Licensed Applications to End-Users in Japan


 


Where
You designate iTunes KK to allow access to the Licensed Applications to End-Users in Japan:


 


4.1
You acknowledge and agree that You have the sole responsibility for: (i) consumption tax output liability, if any, with
respect to delivery on Your behalf of Your Licensed Applications to End-Users by iTunes KK; (ii) filing of consumption tax
returns and payment of consumption tax to the Japanese government, if applicable; and (iii) determining independently, in
consultation with Your own tax advisor, Your taxpayer status and tax payment obligations for consumption tax
purposes.


 


v100


8 June 2015


 


4.2
Commissions charged by iTunes KK to Japan resident developers will include consumption tax.


 


4.3
If You are not a resident of Japan, You may complete the withholding tax forms for Your country of residence to claim treaty benefits
with Japan. Notwithstanding section 3.3 of Schedule 2, iTunes KK will remit such funds as are due to You prior to receipt of such
tax documentation, but in such case in its discretion iTunes KK may withhold and remit to the competent tax authorities Japanese
withholding tax unreduced by any tax treaty. iTunes KK will apply any reduced rate of withholding tax provided for in any income
tax treaty between Your country of residence and Japan only to remittances made to You after iTunes KK receives and has filed
the required tax documentation. iTunes KK will not refund any withholding tax withheld on remittances made prior to that date.


 


5.
Delivery of Licensed Applications to End-Users in countries listed in Exhibit A, Section 2


 


Where
You designate iTunes Sarl to allow access to the Licensed Applications to End-Users in Exhibit A, Section 2: You acknowledge that
in the event iTunes Sarl is subject to any sales, use, goods and services, value added, or other tax or levy with respect to any
remittance to You, the full amount of such tax or levy shall be solely for Your account. For the avoidance of doubt, any invoice
issued by You to iTunes Sarl will be limited to amounts actually due to You, which amounts shall be inclusive of any value added
or other tax or levy as set forth above. You will indemnify and hold Apple harmless against any and all claims by any competent
tax authorities for any underpayment of any such sales, use, goods and services, value added, or other tax or levy, and any penalties
and/or interest thereon.


 




     


     


    

 


EXHIBIT
E


 


Instructions
for Minimum Terms of Developer’s End-User License Agreement


 


1.
Acknowledgement: You and the End-User must acknowledge that the EULA is concluded between You and the End-User only, and not
with Apple, and You, not Apple, are solely responsible for the Licensed Application and the content thereof. The EULA may not
provide for usage rules for Licensed Applications that are in conflict with, the App Store Terms of Service as of the Effective
Date (which You acknowledge You have had the opportunity to review).


 


 


 


2.
Scope of License: The license granted to the End-User for the Licensed Application must be limited to a non-transferable license
to use the Licensed Application on any Apple-branded Products that the End-User owns or controls and as permitted by the Usage
Rules set forth in the App Store Terms of Service, except that such Licensed Application may be accessed and used by other accounts
associated with the purchaser via Family Sharing or volume purchasing.


 


3.
Maintenance and Support: You must be solely responsible for providing any maintenance and support services with respect to
the Licensed Application, as specified in the EULA, or as required under applicable law. You and the End-User must acknowledge
that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.


 


4.
Warranty: You must be solely responsible for any product warranties, whether express or implied by law, to the extent not
effectively disclaimed. The EULA must provide that, in the event of any failure of the Licensed Application to conform to any
applicable warranty, the End-User may notify Apple, and Apple will refund the purchase price for the Licensed Application to that
End-User; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever
with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to
any failure to conform to any warranty will be Your sole responsibility.


 


5.
Product Claims: You and the End-User must acknowledge that You, not Apple, are responsible for addressing any claims of the
End-User or any third party relating to the Licensed Application or the end- user’s possession and/or use of that Licensed
Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to
conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar
legislation, including in connection with Your Licensed Application’s use of the HealthKit and HomeKit frameworks. The EULA
may not limit Your liability to the End-User beyond what is permitted by applicable law.


 


6.
Intellectual Property Rights: You and the End-User must acknowledge that, in the event of any third party claim that the Licensed
Application or the End-User’s possession and use of that Licensed Application infringes that third party’s intellectual
property rights, You, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such
intellectual property infringement claim.


 


7.
Legal Compliance: The End-User must represent and warrant that (i) he/she is not located in a country that is subject to a
U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
(ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.


 


8.
Developer Name and Address: You must state in the EULA Your name and address, and the contact information (telephone
number; E-mail address) to which any End-User questions, complaints or claims with respect to the Licensed Application should
be directed.


 


9.
Third Party Terms of Agreement: You must state in the EULA that the End-User must comply with applicable third party terms
of agreement when using Your Application, e.g., if You have a VoIP application, then the End-User must not be in violation of
their wireless data service agreement when using Your Application.


 


10.
Third Party Beneficiary: You and the End-User must acknowledge and agree that Apple, and Apple’s subsidiaries, are third
party beneficiaries of the EULA, and that, upon the End-User’s acceptance of the terms and conditions of the EULA, Apple
will have the right (and will be deemed to have accepted the right) to enforce the EULA against the End-User as a third party
beneficiary thereof. By clicking to agree to this Schedule 3, which is hereby offered to You by Apple, You agree with Apple to
amend that certain Apple Developer Program License Agreement currently in effect between You and Apple (the “Agreement”)
to add this Schedule 3 thereto (supplanting any existing Schedule 3). Except as otherwise provided herein, all capitalized terms
shall have the meanings set forth in the Agreement.


 




     


     


    

 


Schedule
3


 


1.
Appointment of Agent and Commissionaire


 


1.1
You hereby appoint Apple and Apple Subsidiaries (collectively “Apple”) as: (i) Your agent for the marketing, sale
and delivery of Custom B2B Applications to VPP Customers and applicable End-Users located in those countries listed on Exhibit
A, Section 1 to this Schedule 3, subject to change; and (ii) Your commissionaire for the marketing, sale, and delivery of Custom
B2B Applications to VPP Customers and applicable End-Users located in those countries listed on Exhibit A, Section 2 to this Schedule
3, subject to change, during the Delivery Period. The most current list of App Store countries among which You may select with
respect to Your Custom B2B Applications shall be set forth in the iTunes Connect tool and may be updated by Apple from time to
time. You hereby acknowledge that Apple will market and make the Custom B2B Applications available for purchase by VPP Customers
through the B2B Program Site, and download by End-Users or, solely in connection with certain Apple licensed software, by VPP
Customers using a single Apple ID for distribution to multiple End-Users, for You and on Your behalf.


 


For
purposes of this Schedule 3:


 


“B2B
Content Code(s)” means alphanumeric content codes generated by Apple and distributed to VPP Customers that may be redeemed
by an End-User for the download of a licensed copy of the Custom B2B Application.


 


"Custom
B2B Application" also includes any additional permitted functionality, content, or services sold by You from within a Custom
B2B Application using the In-App Purchase API.


 


"End-User"
includes the individual authorized to use the Custom B2B Application by the institutional purchaser, the institutional administrator
responsible for management of installations on shared devices, as well as authorized institutional purchasers themselves, including
educational institutions approved by Apple, which may acquire the Custom B2B Applications for use by their employees, agents,
and affiliates.


 


“Licensed
Application Information” includes Licensed Application Information associated with a Custom B2B Application.


 


“Volume
Purchase Program” or “VPP” means an Apple program that offers the ability to obtain Custom B2B Applications
and make purchases of Licensed Applications in bulk subject to the Volume Purchase Program terms, conditions, and program requirements.


 


“VPP
Customer(s)” means a third party that is enrolled in Apple’s Volume Purchase Program.


 


“You”
shall include iTunes Connect users authorized by You to submit Licensed Applications and associated metadata on Your behalf.


 


1.2
In furtherance of Apple’s appointment under Section 1.1 of this Schedule 3, You hereby authorize and instruct Apple to:


 


(a)
market, solicit, and obtain orders on Your behalf for Custom B2B Applications from VPP Customers identified by You and their related
End-Users in the countries identified in the iTunes Connect tool;


 


(b)
provide hosting services to You, in order to allow for the storage of, and End-User access to, the Custom B2B Applications and,
solely in connection with certain Apple licensed software, permit third party hosting of such Custom B2B Applications;


 


(c)
make copies of, format, and otherwise prepare Custom B2B Applications for acquisition and download by End-Users, including adding
the Security Solution and other optimizations identified in the Agreement;


 


(d)
allow End-Users to access and re-access copies of the Custom B2B Applications, so that End-Users may acquire and electronically
download those Custom B2B Applications developed by You, Licensed Application Information, and associated metadata to End-Users
through the B2B Program Site, and You hereby authorize distribution of Your Custom B2B Applications under this Schedule 3 for
use by multiple End-Users when the Custom B2B Application is purchased by a single institutional customer via the Volume Purchase
Program for use by its End-Users and/or for installation on devices owned or controlled by that institutional customer in accordance
with the Volume Purchase Program terms, conditions, and program requirements;


 


(e)
issue invoices for the purchase price payable by VPP Customers for the Custom B2B Applications;


 


(f)
use (i) screen shots and/or up to 30 second excerpts of the Custom B2B Applications; (ii) trademarks and logos associated with
the Custom B2B Applications; and (iii) Licensed Application Information, for promotional purposes in marketing materials, excluding
those portions of the Custom B2B Applications, trademarks or logos, or Custom B2B Application Information which You do not have
the right to use for promotional purposes, and which You identify in writing at the time that the Custom B2B Applications are
delivered by You to Apple under Section 2.1 of this Schedule 3, and use images and other materials that You may provide to Apple,
at Apple’s reasonable request, for promotional purposes in marketing materials; and


 


(g)
otherwise use Custom B2B Applications, Licensed Application Information and associated metadata as may be reasonably necessary
in the marketing and delivery of the Custom B2B Applications in accordance with this Schedule 3. You agree that no royalty or
other compensation is payable for the rights described above in Section 1.2 of this Schedule 3.


 






     


     


    

 


1.3
The parties acknowledge and agree that their relationship under this Schedule 3 is, and shall be, that of principal and agent,
or principal and commissionaire, as the case may be, as described in Exhibit A, Section 1 and Exhibit A, Section 2, respectively,
and that You, as principal, are, and shall be, solely responsible for any and all claims and liabilities involving or relating
to, the Custom B2B Applications, as provided in this Schedule


 


3.
The parties acknowledge and agree that Your appointment of Apple as Your agent or commissionaire, as the case may be, under this
Schedule 3 is non-exclusive. You hereby represent and warrant that You own or control the necessary rights in order to appoint
Apple and Apple Subsidiaries as Your worldwide agent and/or commissionaire for the delivery of Your Custom B2B Applications, and
that the fulfillment of such appointment by Apple and Apple Subsidiaries shall not violate or infringe the rights of any third
party.


 


1.4
For purposes of this Schedule 3, the “Delivery Period” shall mean the period beginning on the Effective Date of the
Agreement, and expiring on the last day of the Agreement or any renewal thereof; provided, however, that Apple’s appointment
as Your agent or commissionaire shall survive expiration of the Agreement for a reasonable phase-out period not to exceed thirty
(30) days after the final outstanding Content Code for Your Custom B2B Applications has been redeemed and further provided that,
solely with respect to Your End- Users, subsections 1.2(b), (c), and (d) of this Schedule 3 shall survive termination or expiration
of the Agreement unless You indicate otherwise pursuant to sections 5.1 and 7.2 of this Schedule 3.


 


2.
Delivery of the Custom B2B Applications to Apple


 


2.1
You will deliver to Apple, at Your sole expense, using the iTunes Connect tool, the Custom B2B Applications, Licensed Application
Information and associated metadata, in a format and manner prescribed by Apple, as required for the delivery of the Custom B2B
Applications to End-Users in accordance with this Schedule 3 and will identify this material as a Custom B2B Application via the
iTunes Connect site. Metadata You deliver to Apple under this Schedule 3 will include: (i) the title and version number of each
of the Custom B2B Applications; (ii) the VPP Customers You designate as authorized purchasers of the Custom B2B Application and
whose End-Users may use the Content Codes; (iii) any copyright or other intellectual property rights notices; and (iv) Your End-User
license agreement (“EULA”), if any, in accordance with Section 4.2 of this Schedule 3.


 


2.2
All Custom B2B Applications will be delivered by You to Apple using software tools, a secure FTP site address and/or such other
delivery methods as prescribed by Apple.


 


2.3
You hereby certify that all of the Custom B2B Applications You deliver to Apple under this Schedule 3 are authorized for export
from the United States to each of the countries listed on Exhibit A hereto, in accordance with the requirements of all applicable
laws, including but not limited to the United States Export Administration Regulations, 15 C.F.R. Parts 730-774 and the International
Traffic In Arms Regulations 22 C.F.R. Parts 120-130. Without limiting the generality of this Section 2.3, You certify that (i)
none of the Custom B2B Applications contains, uses or supports any data encryption or cryptographic functions; or (ii) in the
event that any Custom B2B Application contains, uses or supports any such data encryption or cryptographic functionality, You
will upon request provide Apple with a PDF copy of Your Encryption Registration Number (ERN), or export classification ruling
(CCATS) issued by the United States Commerce Department, Bureau of Industry and Security and PDF copies of appropriate authorizations
from other countries that mandate import authorizations for that Licensed Application, as required. You acknowledge that Apple
is relying upon Your certification in this Section 2.3 in allowing End-Users to access and download the Custom B2B Applications
under this Schedule 3. Except as provided in this Section 2.3, Apple will be responsible for compliance with the requirements
of the Export Administration Regulations in allowing End-Users to access and download the Custom B2B Applications under this Schedule
3.


 






     


     


    

 


3.
Delivery of the Custom B2B Applications to End-Users


 


3.1
You acknowledge and agree that Apple, in the course of acting as agent and/or commissionaire for You, is hosting the Custom B2B
Applications, providing Content Codes to VPP Customers, and is allowing the download of the Custom B2B Applications by End-Users,
on Your behalf. However, You are responsible for hosting and delivering content or services sold by You using the In-App Purchase
API, except for content that is included within the Custom B2B Application itself (i.e., the In-App Purchase simply unlocks the
content) or content hosted by Apple pursuant to Section 3.3 of the Program Agreement. All of the Custom B2B Applications shall
be marketed by Apple, on Your behalf, to End-User VPP Customers at prices identified in a price tier and designated by You, in
Your sole discretion, from the pricing schedule attached to this Schedule 3 as Exhibit C, which may be updated from time to time
by Apple on iTunes Connect. You may change the price tier for any Custom B2B Application at any time, at Your discretion, in accordance
with the pricing schedule set forth on that Exhibit C as updated from time to time, using tools provided on the iTunes Connect
tool. As Your agent and/or commissionaire, Apple shall be solely responsible for the collection of all prices payable by VPP Customers
for Custom B2B Applications acquired by End-Users under this Schedule 3.


 


3.2
In the event that the sale or delivery of any of the Custom B2B Applications to any End-User is subject to any sales, use, goods
and services, value added, or other similar tax, under applicable law, responsibility for the collection and remittance of that
tax for sales of the Custom B2B Applications to End-Users will be determined in accordance with Exhibit B to this Schedule 3 as
updated from time to time via the iTunes Connect site. For the sake of clarity, Apple shall not be responsible for the collection
and remittance of telecommunications and similar taxes. You shall indemnify and hold Apple harmless against any and all claims
by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties
and/or interest thereon.


 


3.3
In furtherance of the parties’ respective tax compliance obligations, Apple requires that You comply with the requirements
listed on Exhibit D to this Schedule 3 or on iTunes Connect depending upon, among other things, (i) Your country of residence,
and (ii) the countries designated by You in which You wish Apple to allow sale of and access to the Custom B2B Applications. In
the event that Apple collects any amounts corresponding to the purchase price for any of Your Custom B2B Applications before You
have provided Apple with any tax documentation required under Exhibit D to this Schedule 3, Apple will not remit those amounts
to You, but will hold those amounts in trust for You, until such time as You have provided Apple with the required tax documentation.
Upon receipt of all required tax documents from You, Apple will remit to You any amounts held in trust by Apple for You, without
interest, under this Section 3.3, in accordance with the provisions of this Schedule 3.


 


3.4
Apple shall be entitled to the following commissions in consideration for its services as Your agent and/or commissionaire under
this Schedule 3:


 


(a)
For sales of Custom B2B Applications to VPP Customers located in those countries listed in Exhibit B, Section 1 of this Schedule
3 as updated from time to time via the iTunes Connect site, Apple shall be entitled to a commission equal to thirty percent (30%)
of all prices payable by each VPP Customer. For purposes of determining the commissions to which Apple is entitled under this
Section 3.4(a), the prices payable by VPP Customers shall be net of any and all taxes collected, as provided in Section 3.2 of
this Schedule 3.


 


(b)
For sales of Custom B2B Applications to VPP Customers located in those countries listed in Exhibit B, Section 2 of this Schedule
3 as updated from time to time via the iTunes Connect site, Apple shall be entitled to a commission equal to thirty percent (30%)
of all prices payable by each VPP Customer. Except as otherwise provided in Section 3.2 of this Schedule 3, Apple shall be entitled
to the commissions specified in Sections 3.4(a) and 3.4(b) hereof without reduction for any taxes or other government levies,
including any and all taxes or other, similar obligations of You, Apple or any VPP Customer relating to the delivery or use of
the Custom B2B Applications.


 


3.5
Upon collection of any amounts from any VPP Customer as the price for any Custom B2B Application delivered to that VPP Customer’s
designated End-Users hereunder, Apple shall deduct the full amount of its commission with respect to that Custom B2B Application,
and any taxes collected by Apple under Section 3.2 hereof, and shall remit to You, or issue a credit in Your favor, as the case
may be, the remainder of those prices in accordance with Apple standard business practices, including the following: remittance
payments (i) are made by means of wire transfer only; (ii) are subject to minimum monthly remittance amount thresholds; (iii)
require You to provide certain remittance-related information on the iTunes Connect site; and (iv) subject to the foregoing requirements,
will be made no later than forty-five (45) days following the close of the monthly period in which the corresponding amount was
received by Apple from the End-User. No later than forty- five (45) days following the end of each monthly period, Apple will
make available to You on the iTunes Connect site a sales report in sufficient detail to permit You to identify the Custom B2B
Applications sold in that monthly period and the total amount to be remitted to You by Apple. You hereby acknowledge and agree
that Apple shall be entitled to a commission, in accordance with this Section 3.5 on the delivery of any B2B Content Codes to
any VPP Customer, even if Apple is unable to collect the price for that Custom B2B Application from the VPP Customer. In the event
that the purchase price received by Apple from any VPP Customer for any Custom B2B Application is in a currency other than the
remittance currency agreed between Apple and You, the purchase price for that Custom B2B Application shall be converted to the
remittance currency, and the amount to be remitted by Apple to You shall be determined, in accordance with an exchange rate fixed
for the Delivery Period, as reflected in Exhibit C attached hereto as updated from time to time pursuant to section 3.1 of this
Schedule 3. Apple may provide a means on iTunes Connect to enable You to designate a primary currency for the bank account designated
by You for receiving remittances (“Designated Currency”). Apple may cause Apple's bank to convert all remittances
in any remittance currency other than the Designated Currency into the Designated Currency prior to remittance to You. You agree
that any resulting currency exchange differentials or fees charged by Apple's bank may be deducted from such remittances. You
remain responsible for any fees (e.g., wire transfer fees) charged by Your bank or any intermediary banks between Your bank and
Apple’s bank.


 






     


     


    

 


3.6
In the event that any price payable by any VPP Customer for any of the Custom B2B Applications is subject to (i) any withholding
or similar tax; or (ii) any sales, use, goods and services, value added, or other tax or levy not collected by Apple under Section
3.2 hereof; or (iii) any other tax or other government levy of whatever nature, the full amount of that tax or levy shall be solely
for Your account, and shall not reduce the commission to which Apple is entitled under this Schedule 3.


  


3.7
In the event that any remittance made by Apple to You is subject to any withholding or similar tax, the full amount of that withholding
or similar tax shall be solely for Your account, and will not reduce the commission to which Apple is entitled on that transaction.
If Apple reasonably believes that such tax is due, Apple will deduct the full amount of such withholding or similar tax from the
gross amount owed to You, and will pay the full amount withheld over to the competent tax authorities. Apple will apply a reduced
rate of withholding tax, if any, provided for in any applicable income tax treaty only if You furnish Apple with such documentation
required under that income tax treaty or otherwise satisfactory to Apple, sufficient to establish Your entitlement to the benefit
of that reduced rate of withholding tax. Upon Your timely request to Apple in writing, using means reasonably designated by Apple,
Apple will use commercially practical efforts to report to You the amount of Apple’s payment of withholding or similar taxes
to the competent tax authorities on Your behalf. You will indemnify and hold Apple harmless against any and all claims by any
competent tax authority for any underpayment of any such withholding or similar taxes, and any penalties and/or interest thereon,
including, but not limited to, underpayments attributable to any erroneous claim or representation by You as to Your entitlement
to, or Your disqualification for, the benefit of a reduced rate of withholding tax.


  


3.8
You may offer auto-renewing subscriptions in select Territories using the In-App Purchase API subject to the terms of this Schedule
3, provided that:


 


(a)
Auto-renew functionality must be on a weekly, monthly, bi-monthly, tri-monthly, semi-annual or annual basis at a price You select
based on the pricing matrix attached to this Schedule 3 as Exhibit C. You may, however, offer more than one option.


 


(b)
You clearly and conspicuously disclose to users the following information regarding Your auto-renewing subscription:


 


•
Title of publication or service


•
Length of subscription (time period and/or number of deliveries during each subscription period)


•
Price of subscription, and price per issue if appropriate


•
Payment will be charged to iTunes Account at confirmation of purchase


•
Subscription automatically renews unless auto-renew is turned off at least 24-hours before the end of the current period


•
Account will be charged for renewal within 24-hours prior to the end of the current period, and identify the cost of the renewal


•
Subscriptions may be managed by the user and auto-renewal may be turned off by going to the user’s Account Settings after
purchase


•
No cancellation of the current subscription is allowed during active subscription period


•
Links to Your Privacy Policy and Terms of Use


•
Any unused portion of a free trial period, if offered, will be forfeited when the user purchases a subscription to that publication,
where applicable.


 


(c)
You must fulfill the offer during the entire subscription period, as marketed and, in the event you breach this section 3.8(c)
of Schedule 3, you hereby authorize and instruct Apple to refund to the End-User the full amount, or any portion thereof in Apple’s
sole discretion, of the price paid by the End-User for that subscription. In the event that Apple refunds any such price to an
End-User, You shall reimburse, or grant Apple a credit for, an amount equal to the price for that subscription. Apple will have
the right to retain its commission on the sale of that subscription, notwithstanding the refund of the price to the End-User.
You acknowledge that Apple may exercise its rights under section 7.3 of this Schedule 3 for repeated violations of this provision.


 


3.9
The auto-renewing feature may be disabled if the subscription price is increased during an active subscription period.


 


3.10
To the extent you promote and offer for sale auto-renewing subscriptions, You must do so in compliance with all legal and regulatory
requirements.


 


3.11
Subscription services purchased within Custom B2B Applications must use In-App Purchase, which will be charged to the End-User
iTunes account, not the VPP Customer account.


 






     


     


    




 


In
addition to using the In-App Purchase API, a Custom B2B Application may read or play content (magazines, newspapers, books, audio,
music, video) that is offered outside of the Custom B2B Application (such as, by way of example, through Your website) provided
that You do not link to or market external offers for such content within the Custom B2B Application. You are responsible for
authentication access to content acquired outside of the Custom B2B Application.


 


3.12
If your Custom B2B Application is periodical content-based (e.g. magazines and newspapers), Apple may provide You with the name,
email address, and zip code associated with an End-User’s account when they purchase an auto-renewing subscription via the
In-App Purchase API, provided that such user consents to the provision of data to You, and further provided that You may only
use such data to promote Your own products and otherwise in strict compliance with Your publicly posted Privacy Policy, a copy
of which must be readily viewed through and is consented to in Your Custom B2B Application. You may offer a free incentive to
extend the subscription if the user agrees to send this information.


 


4.
Ownership and End-User Licensing


 


4.1
The parties acknowledge and agree that Apple shall not acquire any ownership interest in or to any of the Custom B2B Applications
or Licensed Application Information, and title, risk of loss, responsibility for, and control over the Custom B2B Applications
shall, at all times, remain with You. Apple may not use any of the Custom B2B Applications or Licensed Application Information
for any purpose, or in any manner, except as specifically authorized in this Schedule 3.


 


4.2
You may deliver to Apple Your own EULA for any Custom B2B Application at the time that You deliver that Custom B2B Application
to Apple, in accordance with Section 2.1 of this Schedule 3; provided, however, that Your EULA must include and may not be inconsistent
with the minimum terms and conditions specified on Exhibit E to this Schedule 3 and must comply with all applicable laws in the
United States. Apple shall allow each End-User to which Apple allows access to any such Custom B2B Application to review Your
EULA (if any) at the time that Apple delivers that Custom B2B Application to that End-User, and Apple shall notify each End- User
that the End-User’s use of that Custom B2B Application is subject to the terms and conditions of Your EULA (if any). In
the event that You do not furnish Your own EULA for any Custom B2B Application to Apple, You acknowledge and agree that each End-User’s
use of that Custom B2B Application shall be subject to Apple’s standard EULA (which is part of the App Store Terms of Service).


 


4.3
You hereby acknowledge that the EULA for each of the Custom B2B Applications is solely between You and the End-User and conforms
to applicable law, and Apple shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any
breach by You or any End-User of any of the terms and conditions of any EULA.


 


5.
Content Restrictions and Software Rating


 


5.1
You represent and warrant that: (a) You have the right to enter into this Agreement, to reproduce and distribute each of the Custom
B2B Applications, and to authorize Apple to permit End-Users to download and use each of the Custom B2B Applications through the
B2B Program Site; (b) none of the Custom B2B Applications, or Apple’s or End-Users’ permitted uses of those Custom
B2B Applications, violate or infringe any patent, copyright, trademark, trade secret or other intellectual property or contractual
rights of any other person, firm, corporation or other entity and that You are not submitting the Custom B2B Applications to Apple
on behalf of one or more third parties other than under license grant from one or more VPP Customers; (c) each of the Custom B2B
Applications is authorized for distribution, sale and use in, export to, and import into each of the countries designated by You
pursuant to Section 2.1 of this Schedule 3, in accordance with the laws and regulations of those countries and all applicable
export/import regulations; (d) none of the Custom B2B Applications contains any obscene, offensive or other materials that are
prohibited or restricted under the laws or regulations of any of the countries You pursuant to Section 2.1 of this Schedule 3;
(e) all information You provided using the iTunes Connect tool, including any information relating to the Custom B2B Applications,
is accurate and that, if any such information ceases to be accurate, You will promptly update it to be accurate using the iTunes
Connect tool; and (f) in the event a dispute arises over the content of Your Custom B2B Applications or use of Your intellectual
property in connection with the B2B Program Site, You agree to follow Apple’s app dispute process on a non-exclusive basis
and without any party waiving its legal rights.


 


5.2
You shall use the software rating tool set forth on iTunes Connect to supply information regarding each of the Custom B2B Applications
delivered by You for marketing and fulfillment by Apple through the B2B Program Site under this Schedule 3 in order to assign
a rating to each such Custom B2B Application. For purposes of assigning a rating to each of the Custom B2B Applications, You shall
use Your best efforts to provide correct and complete information about the content of that Custom B2B Application with the software
rating tool. You acknowledge and agree that Apple is relying on: (i) Your good faith and diligence in accurately and completely
providing requested information for each Custom B2B Application; and (ii) Your representations and warranties in Section 5.1 hereof,
in making that Custom B2B Application available for download by End- Users in each of the countries You designated hereunder.
Furthermore, You authorize Apple to correct the rating of any Custom B2B Application of Yours that has been assigned an incorrect
rating; and You agree to any such corrected rating.


 






     


     


    

 


5.3
In the event that any country You designated hereunder requires the approval of, or rating of, any Custom B2B Application by any
government or industry regulatory agency as a condition for the distribution, sale and/or use of that Custom B2B Application,
You acknowledge and agree that Apple may elect not to make that Custom B2B Application available for purchase by VPP Customers
and/or download by End-Users in that country from the B2B Program Site.


 


5.4 Custom B2B Applications that are targeted at children
or otherwise likely to appeal to children, and which pressure children to make purchases (including, but not limited to, phrases
such as “buy now” or “upgrade now”) or persuade others to make purchases for them, should not be made
available in any Territory that has deemed such marketing practices illegal. You expressly accept and agree to take full responsibility
for your Custom B2B Applications’ compliance with applicable laws pursuant to Section 5.1(c) of this Schedule 3, including
without limitation consumer protection, marketing, and gaming laws. For more information on legal requirements of countries in
the European Union, see http://ec.europa.eu/justice/consumer-marketing/unfairtrade/ index_en.htm


 


6.
Responsibility and Liability


 


6.1
Apple shall have no responsibility for the installation and/or use of any of the Custom B2B Applications by any End-User. You
shall be solely responsible for any and all product warranties, End-User assistance and product support with respect to each of
the Custom B2B Applications.


 


6.2
You shall be solely responsible for, and Apple shall have no responsibility or liability whatsoever with respect to, any and all
claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Custom B2B Applications
and/or the use of those Custom B2B Applications by any End- User, including, but not limited to: (i) claims of breach of warranty,
whether specified in the EULA or established under applicable law; (ii) product liability claims; and (iii) claims that any of
the Custom B2B Applications and/or the End-User’s possession or use of those Custom B2B Applications infringes the copyright
or other intellectual property rights of any third party.


 


6.3
In the event that Apple receives any notice or claim from any End-User that: (i) the End-User wishes to cancel its license to
any of the Custom B2B Applications within ninety (90) days of the date of download of that Custom B2B Application by that End-User
or the end of the auto-renewing subscription period offered pursuant to section 3.8 if such period is less than ninety (90) days;
or (ii) a Custom B2B Application fails to conform to Your specifications or Your product warranty or the requirements of any applicable
law, Apple may refund to the VPP Customer and/or End-User, as applicable, the full amount of the price paid by the VPP Customer
or End-User for that Custom B2B Application. In the event that Apple refunds any such price to an End-User, You shall reimburse,
or grant Apple a credit for, an amount equal to the price for that Custom B2B Application. Apple will have the right to retain
its commission on the sale of that Custom B2B Application, notwithstanding the refund of the price to the VPP Customer or End-User.


 


7.
Termination


 


7.1
This Schedule 3, and all of Apple’s obligations hereunder, shall terminate upon the expiration or termination of the Agreement.
Notwithstanding any such termination, Apple shall be entitled to:


 


(i)
all commissions on all Content Codes redeemable for copies of the Custom B2B Applications provided to VPP Customers prior to the
date of termination (including the phase-out period set forth in Section 1.4 hereof); and


 


(ii)
reimbursement from You of refunds paid by Apple to VPP Customers and/or End-Users, whether before or after the date of termination,
in accordance with Section 6.3 of this Schedule 3.


 


7.2
In the event that You no longer have the legal right to distribute the Custom B2B Applications, or to authorize Apple to allow
access to those Custom B2B Applications by End-Users, in accordance with this Schedule 3, You shall promptly notify Apple and
withdraw those Custom B2B Applications from the B2B Program Site using the tools provided on the iTunes Connect tool; provided,
however, that such withdrawal by You under this Section 7.2 shall not relieve You of any of Your obligations to Apple under this
Schedule 3, or any liability to Apple and/or any End-User with respect to those Custom B2B Applications.


 






     


     


    

 


7.3
Apple reserves the right to cease marketing, offering, and allowing purchase by VPP Customers and download by End-Users of the
Custom B2B Applications at any time, with or without cause, by providing notice of termination to You. Without limiting the generality
of this Section 7.3, You acknowledge that Apple may cease the marketing and allowing download by End-Users of some or all of the
Custom B2B Applications if Apple reasonably believes that: (i) those Custom B2B Applications are not authorized for export to
one or more of the countries listed on Exhibit A, in accordance with the Export Administration Regulations; (ii) those Custom
B2B Applications and/or any End-User’s possession and/or use of those Custom B2B Applications, infringe patent, copyright,
trademark, trade secret or other intellectual property rights of any third party; (iii) the distribution, sale and/or use of those
Custom B2B Applications violates any applicable law in any country You designated pursuant to Section 2.1 of this Schedule 3;
(iv) You have violated the terms of the Agreement, this Schedule 3, or other documentation including without limitation the App
Review Guidelines; or (v) Your Custom B2B Applications violate Section 5.4 of this Schedule 3, including without limitation upon
notice by a regulator of an alleged violation. An election by Apple to cease the marketing and allowing download of any Custom
B2B Applications, pursuant to this Section 7.3, shall not relieve You of Your obligations under this Schedule 3.


 


7.4
You may withdraw any or all of the Custom B2B Applications from the B2B Program Site, at any time, and for any reason, by using
the tools provided on the iTunes Connect site, except that, with respect to Your End-Users, You hereby authorize and instruct
Apple to fulfill any outstanding Content Code redemption requests by End-Users and to fulfill sections 1.2(b), (c), and (d) of
this Schedule 3, which shall survive termination or expiration of the Agreement unless You indicate otherwise pursuant to sections
5.1 and 7.2 of this Schedule 3.


 


8.
Legal Consequences


 


The
relationship between You and Apple established by this Schedule 3 may have important legal and/or tax consequences for You. You
acknowledge and agree that it is Your responsibility to consult with Your own legal and tax advisors with respect to Your legal
and tax obligations hereunder.


 




     


     


    

 


EXHIBIT
A


 


1.
Apple as Agent


 


You
appoint Apple Canada, Inc. (“Apple Canada”) as Your agent for the marketing and End-User download of the Custom B2B
Applications by End-Users located in the following country:


 


Canada


 


You appoint Apple Pty Limited (“APL”) as Your agent
for the marketing and End-User download of Custom B2B Applications by End-Users located in the following countries:


 


Australia 


New
Zealand


 


You
appoint Apple Inc. as Your agent pursuant to California Civil Code §§ 2295 et seq. for the marketing and End-User
download of the Custom B2B Applications by End-Users located in the following countries, as updated from time to time via the
iTunes Connect site:


 


United
States 


Mexico


 


You
appoint iTunes KK as Your agent pursuant to Article 643 of the Japanese Civil Code for the marketing and End-User download of
the Custom B2B Applications by End-Users located in the following country:


 


Japan


 


2.
Apple as Commissionaire


 


You
appoint iTunes Sarl as Your commissionaire pursuant to Article 91 of the Luxembourg Code de commerce for the marketing and End-User
download of the Custom B2B Applications by End-Users located in the following countries, as updated from time to time via the
iTunes Connect site:


 


Belgium


Denmark


Finland


France


Germany


Greece


Hong
Kong


Ireland


Italy


Luxembourg


Netherlands


Norway


Singapore


Spain


Sweden


Switzerland


Taiwan


Turkey


UAE


United
Kingdom


 




     


     


    

 


EXHIBIT
B


 


1.
Apple shall collect and remit to the competent tax authorities the taxes described in Section 3.2 of this Schedule 3 for sales
of the Custom B2B Applications to VPP Customers located in the following countries, as updated from time to time via the iTunes
Connect tool:


 


Australia


Belgium


Canada


Denmark


Finland


France


Germany


Greece


Ireland


Italy


Luxembourg


Netherlands


Norway


Spain


Sweden


Switzerland


United
Kingdom


United
States


 


2.
Apple shall not collect and remit the taxes described in Section 3.2 of this Schedule 3 for sales of the Custom B2B Applications
to VPP Customers located in the countries listed below, as updated from time to time via the iTunes Connect tool. You shall be
solely responsible for the collection and remittance of such taxes as may be required by local law.


 


Hong
Kong


Japan


Mexico


New
Zealand


Singapore


Taiwan


Turkey


UAE


 




     


     


    

 


EXHIBIT
C


 


The
list of available price tiers and proceeds is set forth in the iTunes Connect tool and may be updated by Apple from time to time.


 


Customer
Price is the price displayed to the VPP Customer on the B2B Program Site. The agreed remittance currencies are USD, CAD, AUD,
NZD, JPY, Euro, DKK, NOK, SEK, CHF, GBP, SGD, HKD, TWD, and AED depending on the currency of the Customer Price, as indicated
in this Exhibit C and as may be updated from time to time via the iTunes Connect site. Customers are charged the following currencies
in the following countries:


 


-
USD: United States


-
CAD: Canada


-
AUD: Australia


-
NZD: New Zealand


-
JPY: Japan


-
Euro: Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, Spain


-
DKK: Denmark


-
NOK: Norway


-
SEK: Sweden


-
CHF: Switzerland


-
GPB: United Kingdom


-
SGD: Singapore


-
HKD: Hong Kong


-
TRY: Turkey


-
TWD: Taiwan


-
AED: UAE


 




     


     


    

 


EXHIBIT
D


 


1.
Delivery of Custom B2B Applications to End-Users in Canada


 


Where
You designate Apple Canada to allow access to the Custom B2B Applications to End-Users in Canada:


 


1.1
General


 


You
shall indemnify and hold Apple harmless against any and all claims by the Canada Revenue Agency (the “CRA”), Ministere
du Revenu du Quebec (the “MRQ”) and the tax authorities of any province that has a provincial retail sales tax (“PST”)
for any failure to pay, collect or remit any amount(s) of goods and services tax/harmonized sales tax (“GST/HST”)
imposed under the Excise Tax Act (Canada) (The “ETA”), Quebec Sales Tax (“QST”) or PST and any penalties
and/or interest thereon in connection with any supplies made by Apple Canada to End-Users in Canada on Your behalf and any supplies
made by Apple Canada to You.


 


1.2
GST/HST


 


(a)
This Section 1.2 of Exhibit D applies with respect to supplies made by You, through Apple Canada, as agent to End-Users in Canada.
Terms defined in the ETA have the same meaning when used in this Section


 


1.2.
Apple Canada is registered for GST/HST purposes, with GST/HST Registration No. R100236199.


 


(b)
If You are a resident of Canada or are a non-resident of Canada that is required to register for GST/HST purposes pursuant to
the ETA, it is a condition of this Schedule 2, that You are registered for GST/HST or have submitted an application to register
for GST/HST to the CRA with an effective GST/HST registration date of no later than the date of this Schedule 3. You shall provide
Apple Canada with satisfactory evidence of Your GST/HST registration (e.g., a copy of Your CRA confirmation letter or print-out
from the GST/HST Registry on the CRA web site) at Apple Canada’s request. You warrant that You will notify Apple Canada
if You cease to be registered for GST/HST.


 


(c)
If You are registered for GST/HST purposes, You, by executing this Schedule 3, (i) agree to enter into the election pursuant to
subsection 177(1.1) of the ETA to have Apple Canada collect, account for and remit GST/HST on sales of Custom B2B Applications
made to End-Users in Canada on Your behalf and have completed (including entering its valid GST/HST registration number), signed
and returned to Apple Canada Form GST506 (accessible on the iTunes Connect site); and (ii) acknowledge that the commission payable
by You to Apple Canada includes GST at a rate of 5% (or the GST rate as applicable from time to time).


 


(d)
If You are not registered for GST/HST purposes, by executing this Schedule 3 and not completing, signing and returning Form GST506
to Apple Canada, You (i) certify that You are not registered for GST/HST purposes; (ii) certify that You are not resident in Canada
and do not carry on business in Canada for purposes of the ETA; (iii) acknowledge that Apple Canada will charge, collect and remit
GST/HST on sales of Custom B2B Applications to End-Users in Canada made on Your behalf; (iii) acknowledge that the commission
payable by You to Apple Canada is zero-rated for GST/HST purposes (i.e., GST/HST rate is 0%); and (iv) agree to indemnify
Apple for any GST/HST, interest and penalty assessed against Apple Canada if it is determined that You should have been registered
for GST/HST purposes such that the commission fees charged by Apple Canada were subject to GST.


 


1.3
Quebec Sales Tax


 


Terms
defined in an Act respecting the Quebec Sales Tax (the “QSTA”) have the same meaning when used in this Section 1.3
of Exhibit D.


 


(a)
If You are a resident of Quebec, it is a condition of this Schedule 3, that You are registered for QST or have submitted an application
to register for QST to the MRQ with an effective QST registration date of no later than the date of this Schedule 3. You shall
provide Apple Canada with satisfactory evidence of Your QST registration (e.g., a copy of Your MRQ confirmation letter
or print-out from the QST Registry on the MRQ web site) at Apple Canada’s request. You warrant that You will notify Apple
Canada if You cease to be registered for QST.


 


(b)
If You are a resident of Quebec, You, by executing this Schedule 3, (i) certify that You are registered for QST; (ii) agree to
enter into the election pursuant to section 41.0.1 of the QSTA to have Apple Canada collect, account for and remit QST on sales
of Custom B2B Applications to End-Users in Quebec made on Your behalf and have completed (including entering its valid QST registration
number), signed and returned to Apple Canada Form FP2506-V; and (iii) acknowledge that Apple Canada will not charge, collect or
remit QST on sales of Custom B2B Applications made on Your behalf to End-Users located outside Quebec on the assumption that the
End-Users are not resident in Quebec and not registered for QST purposes such that the sales are zero-rated for QST purposes.


 


(c)
If You are not resident in Quebec, by executing this Schedule 3 and not completing, signing and returning Form FP2506-V to Apple
Canada, You (i) certify that You are not resident in Quebec; (ii) certify that You do not have a permanent establishment in Quebec;
and (iii) acknowledge Apple will charge, collect and remit QST on sales of Custom B2B Applications to End-Users in Quebec made
on Your behalf.


 






     


     


    

 


1.4
PST


 


This
Section 1.4 of Exhibit D applies to supplies of Custom B2B Applications made by You, through Apple Canada, as agent, to End-Users
in the provinces of British Columbia, Saskatchewan, Manitoba, Ontario, Prince Edward Island and any other province that has or
that adopts a PST. You acknowledge and agree that Apple Canada will charge, collect and remit applicable PST on sales of Custom
B2B Applications made to End-Users in these provinces by Apple Canada on Your behalf.


 


2.
Delivery of Custom B2B Applications to End-Users in Australia


 


Where
You designate APL to allow access to the Custom B2B Applications to End-Users in Australia:


 


2.1
You shall indemnify and hold Apple harmless against any and all claims by the Commissioner of Taxation (“Commissioner”)
for nonpayment or underpayment of GST under the A New Tax System (Goods and Services Tax) Act 1999 (“GST Act”)
and for any penalties and/ or interest thereon. In addition, You shall indemnify and hold Apple harmless against any penalties
imposed by the Commissioner for failing to register for GST in Australia.


 


2.2
Goods and Services Tax (GST)


 


(a)
General


 


(i)
This Section 2.2 of Exhibit D applies to supplies made by You, through APL, as agent, that are connected with Australia. Terms
defined in the GST Act have the same meaning when used in this Section 2.2.


 


(ii)
Unless expressly stated otherwise, any sum payable or amount used in the calculation of a sum payable under this Schedule 3 has
been determined without regard to GST and must be increased on account of any GST payable under this Section 2.2.


 


(iii)
If any GST is payable on any taxable supply made under this Schedule 3 by a supplier to a recipient, the recipient must pay the
GST to the supplier at the same time and in the same manner as providing any monetary consideration. For the avoidance of doubt,
this includes any monetary consideration that is deducted by APL as commission in accordance with Section 3.4 of this Schedule
3.


 


(iv)
The amount recoverable on account of GST under this clause by APL will include any fines, penalties, interest and other charges.


 


(v)
This Section 2 of Exhibit D survives the termination of the Agreement.


 


(b)
Resident Developers or Non-resident GST-Registered Developers


 


(i)
If You are a resident of Australia, it is a condition of this Schedule 3, that You have an Australian Business Number (“ABN”)
and are registered for GST or have submitted an application to register for GST to the Commissioner with an effective GST registration
date of no later than the date of this Schedule 3. You will provide Apple with satisfactory evidence of Your ABN and GST registration
(by uploading to Apple, using the iTunes Connect site, a copy of Your GST registration or print-out from the Australian Business
Register) within 30 days of this Schedule 3. You warrant that You will notify Apple if it ceases to hold a valid ABN or be registered
for GST.


 


(ii)
If You are a non-resident and are registered for GST, it is a condition of this Schedule 3 that You will provide Apple with satisfactory
evidence of Your ABN and GST registration within 30 days of this Schedule


 


3.
You warrant that You will notify Apple if You cease to be registered for GST.


 


(iii)
You and Apple agree to enter into an arrangement for the purposes of s.153-50 of the GST Act.


 


You
and Apple further agree that for taxable supplies made by You, through APL as agent, to any End-User:


 


(A)
APL will be deemed as making supplies to any End-User;


 


(B)
You will be deemed as making separate, corresponding supplies to APL;


 


(C)
APL will issue to any End-User, in APL’s own name, all tax invoices and adjustment notes relating to supplies made under
paragraph (iii)(a);


 


(D)
You will not issue to any End-User any tax invoices or adjustment notes relating to taxable supplies made under paragraph (iii)(a);


 


(E)
APL will issue a recipient created tax invoice to You in respect of any taxable supplies made by You to APL under this Schedule
3, including taxable supplies made under paragraph (iii)(b); and


 


(F)
You will not issue a tax invoice to Apple in respect of any taxable supplies made by You to Apple under this Schedule 3, including
taxable supplies made under paragraph (iii)(b).


 


(c)
Non-resident, Non-GST-registered Developers If You are a non-resident and are not registered for GST, then:


 


(i)
APL will issue to any End-User, in APL’s own name, all tax invoices and adjustment notes relating to taxable supplies made
by You through APL as agent; and


 


(ii)
You will not issue to any End-User any tax invoices or adjustment notes relating to taxable supplies made by You through APL as
agent.


 






     


     


    

 


3.
Delivery of Custom B2B Applications to End-Users in the United States


 


Where
You designate Apple Inc. to allow access to the Custom B2B Applications to End-Users in the United States:


 


3.1
If You are not a resident of the United States for U.S. federal income tax purposes, You will complete Internal Revenue Service
Form W-8BEN and/or any other required tax forms and provide Apple with a copy of such completed form(s), and any other information
necessary for compliance with applicable tax laws and regulations, as instructed on the iTunes Connect site.


 


3.2
If Apple, in its reasonable belief, determines that any state or local sales, use or similar transaction tax may be due from Apple
or You in connection with the sale or delivery of any of the Custom B2B Applications,


 


Apple
will collect and remit those taxes to the competent tax authorities. To the extent that the incidence of any such tax, or responsibility
for collecting that tax, falls upon You, You authorize Apple to act on Your behalf in collecting and remitting that tax, but to
the extent that Apple has not collected any such tax, or has not received reimbursement for that tax, from End-Users, You shall
remain primarily liable for the tax, and You will reimburse Apple for any tax payments that Apple is required to make, but is
not otherwise able to recover.


 


3.3
In the event that You incur liability for income tax, franchise tax, business and occupation tax, or any similar taxes based on
Your income, You shall be solely responsible for that tax.


 


4.
Delivery of Custom B2B Applications to End-Users in Japan


 


Where
You designate iTunes KK to allow access to the Custom B2B Applications to End-Users in Japan:


 


4.1
You acknowledge and agree that You have the sole responsibility for: (i) consumption tax output liability, if any, with respect
to delivery on Your behalf of Your Custom B2B Applications to End-Users by iTunes KK; (ii) filing of consumption tax returns and
payment of consumption tax to the Japanese government, if applicable; and (iii) determining independently, in consultation with
Your own tax advisor, Your taxpayer status and tax payment obligations for consumption tax purposes.


 


v100


8 June 2015


 


4.2
Commissions charged by iTunes KK to Japan resident developers will include consumption tax.


 


4.3
If You are not a resident of Japan, You may complete the withholding tax forms for Your country of residence to claim treaty benefits
with Japan. Notwithstanding section 3.3 of Schedule 3, iTunes KK will remit such funds as are due to You prior to receipt of such
tax documentation, but in such case in its discretion iTunes KK may withhold and remit to the competent tax authorities Japanese
withholding tax unreduced by any tax treaty. iTunes KK will apply any reduced rate of withholding tax provided for in any income
tax treaty between Your country of residence and Japan only to remittances made to You after iTunes KK receives and has filed
the required tax documentation. iTunes KK will not refund any withholding tax withheld on remittances made prior to that date.


 


5.
Delivery of Custom B2B Applications to End-Users in countries listed in Exhibit A, Section 2


 


Where
You designate iTunes Sarl to allow access to the Custom B2B Applications to End-Users in Exhibit A, Section 2:


 


You
acknowledge that in the event iTunes Sarl is subject to any sales, use, goods and services, value added, or other tax or
levy with respect to any remittance to You, the full amount of such tax or levy shall be solely for Your account. For the
avoidance of doubt, any invoice issued by You to iTunes Sarl will be limited to amounts actually due to You, which amounts
shall be inclusive of any value added or other tax or levy as set forth above.


 


You
will indemnify and hold Apple harmless against any and all claims by any competent tax authorities for any underpayment of any
such sales, use, goods and services, value added, or other tax or levy, and any penalties and/or interest thereon.


 




     


     


    

 


EXHIBIT
E


 


Instructions
for Minimum Terms of Developer’s End-User License Agreement


 


1.
Acknowledgement: You and the End-User must acknowledge that the EULA is concluded between You and the End-User only, and not
with Apple, and You, not Apple, are solely responsible for the Custom B2B Application and the content thereof. The EULA may not
provide for usage rules for Custom B2B Applications that are less restrictive than the Usage Rules set forth for Custom B2B Applications
in, or otherwise be in conflict with, the App Store Terms of Service or the VPP Terms and Conditions as of the Effective Date
(which You acknowledge You have had the opportunity to review).


 


2.
Scope of License: The license granted to the End-User for the Custom B2B Application must be limited to a non-transferable
license to use the Custom B2B Application on an Apple-branded Product that the End-User owns or controls and as permitted by the
Usage Rules set forth in the App Store Terms of Service. Solely in connection with certain Apple licensed software, The EULA must
authorize a VPP Customer to distribute a single license of Your free apps to multiple End-Users.


 


3.
Maintenance and Support: You must be solely responsible for providing any maintenance and support services with respect to
the Custom B2B Application, as specified in the EULA, or as required under applicable law. You and the End-User must acknowledge
that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Custom B2B Application.


 


4.
Warranty: You must be solely responsible for any product warranties, whether express or implied by law, to the extent not
effectively disclaimed. The EULA must provide that, in the event of any failure of the Custom B2B Application to conform to any
applicable warranty, the End-User may notify Apple, and Apple will refund the purchase price for the Custom B2B Application to
that End-User; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever
with respect to the Custom B2B Application, and any other claims, losses, liabilities, damages, costs or expenses attributable
to any failure to conform to any warranty will be Your sole responsibility.


 


5.
Product Claims: You and the End-User must acknowledge that You, not Apple, are responsible for addressing any claims of the
End-User or any third party relating to the Custom B2B Application or the enduser’s possession and/or use of that Custom
B2B Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Custom B2B Application fails
to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or
similar legislation, including in connection with Your Licensed Application’s use of the HealthKit and HomeKit frameworks.
The EULA may not limit Your liability to the End-User beyond what is permitted by applicable law.


 


6.
Intellectual Property Rights: You and the End-User must acknowledge that, in the event of any third party claim that the Custom
B2B Application or the End-User’s possession and use of that Custom B2B Application infringes that third party’s intellectual
property rights, You, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such
intellectual property infringement claim.


 


7.
Legal Compliance: The End-User must represent and warrant that (i) he/she is not located in a country that is subject to a
U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
(ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.


 


8.
Developer Name and Address: You must state in the EULA Your name and address, and the contact information (telephone number;
E-mail address) to which any End-User questions, complaints or claims with respect to the Custom B2B Application should be directed.


 


9.
Third Party Terms of Agreement: You must state in the EULA that the End-User must comply with applicable third party terms
of agreement when using Your Application, e.g., if You have a VoIP application, then the End-User must not be in violation of
their wireless data service agreement when using Your Application.


 


10. Third Party Beneficiary: You and the End-User must
acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the EULA, and that, upon the
End-User’s acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted
the right) to enforce the EULA against the End-User as a third party beneficiary thereof.