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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.

(c) For the purposes of this Schedule 2, the term “Licensed Application” shall include any content, functionality,

extensions, stickers, or services offered in the software application.

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 or, in the case of cross-border assignments of VPP purchases, arrange for 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 with no

associated iTunes Account that are 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;

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(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; (v) Your End-User license agreement (“EULA”), if any, in

accordance with Section 4.2 of this Schedule 2; and (vi) any additional metadata set forth in the Documentation

and/or the iTunes Connect Tool as may be updated from time to time, including metadata designed to enhance

search and discovery of content on Apple-branded hardware.

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

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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 or levy, 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. Solely for auto-renewing

subscription purchases made by customers who have accrued greater than one year of paid subscription

service within a Subscription Group (as defined below) and notwithstanding any Grace Periods, Apple shall be

entitled to a commission equal to fifteen percent (15%) of all prices payable by each End-User for each

subsequent renewal. Grace Period refers to the time period between the end of a customer’s subscription (e.g.

due to cancelation or turning off the auto-renewal feature) and the beginning of a new subscription within the

same Subscription Group, provided that such time period is no greater than 60 days, subject to change. For

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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. Solely for auto-renewing

subscription purchases made by customers who have accrued greater than one year of paid subscription

service within a Subscription Group (as defined below) and notwithstanding any Grace Periods, Apple shall be

entitled to a commission equal to fifteen percent (15%) of all prices payable by each End-User for each

subsequent renewal. Grace Period refers to the time period between the end of a customer’s subscription (e.g.

due to cancelation or turning off the auto-renewal feature) and the beginning of a new subscription within the

same Subscription Group, provided that such time period is no greater than 60 days, subject to change.

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 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 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

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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 prices You select in the iTunes Connect tool. You may offer multiple durations and service levels for

Your subscription and will have the ability to associate and rank these subscription items within Subscription

Groups, to enable customers to easily upgrade, downgrade, and crossgrade amongst the Subscription Group

options. You understand and agree that when a subscriber upgrades or crossgrades (except for crossgrades

of different durations), such service level will begin immediately and your proceeds will be adjusted accordingly,

and when a subscriber downgrades, the new service will begin at the end of the current subscription period.

(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 content/services provided during each subscription

period)

Price of subscription, and price per unit 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

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 When You make price changes to an existing subscription item, You may elect to retain current pricing

for your existing customers by indicating Your intent in the iTunes Connect tool. When You increase pricing for

existing subscribers, they will be prompted to review and agree to the new price, otherwise the auto-renewal

feature will be disabled.

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

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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 Deleted

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

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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/unfair-

trade/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.

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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.

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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

Anguilla

Antigua & Barbuda

Bahamas

Barbados

Belize

Bermuda

Bolivia

Brazil

British Virgin Islands

Cayman IslandsChile

Colombia

Costa Rica

Dominica

Dominican Republic

Ecuador

El Salvador

Grenada

Guyana

Guatemala

Honduras

Jamaica

Mexico

Montserrat

Nicaragua

Panama

Paraguay

Peru

St. Kitts & NevisSt. Lucia

St. Vincent & TheGrenadinesSuriname

Trinidad & TobagoTurks & CaicosUruguayVenezuela

United States

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 S.à r.l., and as of 25 September 2016, Apple Distribution International, as Your

commissionaire 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. For the purposes of this

Agreement, "commissionaire" means an agent who purports to act on his own behalf and concludes

agreements in his own name but acts on behalf of other persons, as generally recognized in many Civil Law

legal systems.

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 RepublicDenmark

Egypt

Estonia

Fiji

Finland

France

Gambia

Germany

Ghana

GreeceGuinea-BissauHong KongHungary

IcelandIndiaIndonesiaIrelandIsrael

Italy

JordanKazakhstanKenyaKoreaKuwaitKyrgyzstanLaos

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

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4 January 2018

Nigeria

Norway

Oman

Pakistan

Palau

Papua New GuineaPhilippines

Poland

Portugal

Qatar

Romania

Russia

Sao Tome ePrincipe

Saudi ArabiaSenegalSeychellesSierra LeoneSingaporeSlovakiaSloveniaSolomon Islands

South AfricaSpain

Sri LankaSwazilandSwedenSwitzerlandTaiwanTajikistanTanzaniaThailandTunisia

TurkeyTurkmenistanUAE

UgandaUkraine

United KingdomUzbekistanVietnam

YemenZimbabwe

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4 January 2018

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:

AlbaniaArmeniaAustraliaAustria

BelarusBelgiumBulgariaCanada

China*

Croatia

Cyprus

Czech RepublicDenmark

Estonia

Egypt

Finland

France

Germany

Greece

Hungary

Iceland

India

Ireland

Italy

Latvia

LithuaniaLuxembourgMalta, Republic ofNetherlands

New Zealand

Norway

Poland

Portugal

Romania

Russia**

Saudi ArabiaSlovakia

Slovenia

South Africa

Spain

Sweden

Switzerland

Taiwan

Turkey

United Arab EmiratesUnited KingdomUnited 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.

Algeria

Angola

Anguilla

Antigua & BarbudaArgentinaAzerbaijanBahamas

Bahrain

Barbados

Belize

Benin

Bermuda

Bhutan

Bolivia

Botswana

Brazil

British Virgin IslandsBruneiBurkina-FasoCambodia

Cape VerdeCayman IslandsChad

Chile

Colombia

Congo (Republic of)Costa RicaDominica

Dominican RepublicEcuador

El Salvador

Fiji

Gambia

Ghana

Grenada

Guatemala

Guinea-Bissau

Guyana

Honduras

Hong Kong

Indonesia

Israel

Jamaica

Japan

Jordan

Kazakhstan

Kenya

Korea

Kuwait

Kyrgyzstan

Laos

Lebanon

Liberia

Macau

Macedonia

Madagascar

MalawiMalaysia

Mali

MauritaniaMauritiusMexicoMicronesia (FedStates of)MoldovaMongoliaMontserratMozambiqueNamibia

Nepal

Nicaragua

Niger

Nigeria

Oman

Pakistan

Palau

Panama

Papua New GuineaParaguay

Peru

Philippines

Qatar

Sao Tome e Principe

Senegal

Seychelles

Sierra Leone

Singapore

Solomon Islands

Sri Lanka

St. Kitts and NevisSt. Lucia

St. Vincent & TheGrenadinesSurinameSwazilandTajikistanTanzaniaThailand

Trinidad & Tobago

Tunisia

Turkmenistan

Turks & Caicos

Uganda

Ukraine

Uruguay

Uzbekistan

Venezuela

Vietnam

Yemen

Zimbabwe

* Except for certain taxes to be collected as required by the Chinese government, iTunes shall not collect orremit additional taxes or levies in China. You understand and agree that You shall be solely responsible for thecollection and remittance of any taxes as may be required by local law.

**

Solely applicable to non-resident Developers. Apple shall not collect and remit taxes for Developers based in

Russia, and such developers shall be solely responsible for the collection and remittance of such taxes as may be

required by local law.

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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, BRL, 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:

AED: United Arab EmiratesAUD: Australia

BGN: Bulgaria

BRL: Brazil

CAD: Canada

CHF: Switzerland

CLP: Chile

CNY: China

COP: Colombia

CZK: Czech Republic

DKK: Denmark

EGP: Egypt

Euro: Austria, Belgium, Cyprus, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia, Lithuania,

Malta (Republic of), Luxembourg, Netherlands, Portugal, Slovakia, Slovenia, SpainGBP: United Kingdom

HKD: Hong Kong

HRK: Croatia

HUF: HungaryIDR: IndonesiaILS: Israel

INR: India

JPY: Japan

KZT: KazakhstanMXN: MexicoMYR: MalaysiaNGN: NigeriaNOK: NorwayNZD: New ZealandPEN: Peru

PHP: Philippines

PKR: Pakistan

PLN: Poland

QAR: Qatari

RON: Romania

RUB: Russia

SAR: Saudi Arabia

SEK: Sweden

SGD: Singapore

THB: Thailand

TRY: Turkey

TWD: Taiwan

TZS: Tanzania

VND: Vietnam

USD: Albania, Algeria, Angola, Anguilla, Antigua & Barbuda, Argentina, Armenia, Azerbaijan, Bahamas,Bahrain, Barbados, Belarus, Belize, Benin, Bermuda, Bhutan, Bolivia, Botswana, British Virgin Islands, Brunei,Burkina-Faso, Cambodia, Cape Verde, Cayman Islands, Chad, Congo (Republic of), Costa Rica, Dominica,Dominican Republic, Ecuador, El Salvador, Fiji, Gambia, Ghana, Grenada, Guatemala, Guinea-Bissau,Guyana, Honduras, Iceland, Jamaica, Jordan, Kenya, Korea, Kuwait, Kyrgyzstan, Laos, Lebanon, Liberia,Macau, Macedonia, Madagascar, Malawi, Mali, Mauritania, Mauritius, Micronesia (Fed States of), Moldova,

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Mongolia, Montserrat, Mozambique, Namibia, Nepal, Nicaragua, Niger, Oman, Palau, Panama, Papua New

Guinea, Paraguay, 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, Trinidad and

Tobago, Tunisia, Turkmenistan, Turks and Caicos, Uganda, Ukraine, Uruguay, United States, Uzbekistan,

Venezuela, Yemen, Zimbabwe

ZAR: South Africa

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4 January 2018

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,

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4 January 2018

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.

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4 January 2018

(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 section (iii)(a);

(D) You will not issue to any End-User any tax invoices or adjustment notes relating to taxable

supplies made under section (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 section (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 section (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;

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4 January 2018

and (iii) determining independently, in consultation with Your own tax advisor, Your taxpayer status and tax

payment obligations for consumption tax purposes.

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

residencetoclaimtreatybenefitswithJapan. Notwithstandingsection3.3ofSchedule2,iTunesKKwillremit

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 S.à r.l., located at 31-33 rue Sainte Zithe, L-2763 Luxembourg, and as of 25

September 2016, Apple Distribution International, located at Hollyhill Industrial Estate, Hollyhill, Cork, Republic

of Ireland, to allow access to the Licensed Applications to End-Users in Exhibit A, Section 2:

You acknowledge that in the event iTunes S.à r.l. or Apple Distribution International 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 S.à r.l. or Apple Distribution International 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.

6. Delivery of Licensed Applications to End-Users in New Zealand

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

(A) General

(i) You shall indemnify and hold APL harmless against any and all claims by the Inland Revenue for

nonpayment or underpayment of GST under the Goods and Services Tax Act 1985 (“GST Act 1985”)

and for any penalties and/or interest thereon.

(ii) This Section 6 of Exhibit D applies to supplies made by You, through APL as agent, to any End-

User who is resident in New Zealand. Terms defined in the GST Act of 1985 have the same meaning when

used in Section 6 of Exhibit D.

(iii) This Section 6 of Exhibit D survives the termination of the Agreement.

(iv) You and Apple agree that APL is the operator of the electronic marketplace in respect of supplies

made by you, through APL as agent, to any End-User who is resident in New Zealand, and is treated as the

supplier of those supplies under s. 60C of the GST Act 1985 for GST purposes.

(B) Resident Developers

(i) If You are a resident of New Zealand, You and Apple agree under s.60(1C) of the GST Act 1985 thatsupplies of services made by You through APL as agent to any End-User resident in New Zealand, are

treated as 2 separate supplies for GST purposes, being—

(a) a supply of services from You to APL; and

(b) a supply of those services from APL to the End-User resident in New Zealand.

(ii) You and APL acknowledge that the supply of services from You to APL for GST purposes under Section

6(B)(i)(a) of this Exhibit D is not subject to GST under the GST Act 1985.

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4 January 2018

(C) Non Resident Developers

(i) If You are a non resident of New Zealand, You and Apple agree under s. 60(1B) of the GST Act 1985 that

supplies of services made by You through APL as agent to any End-User resident in New Zealand, are treated

as 2 separate supplies for GST purposes, being -

(a) a supply of services from You to APL; and

(b) a supply of those services from APL to the End-User resident in New Zealand.

(ii) You and APL acknowledge that the supply of services from You to APL for GST purposes under

Section 6(C)(i)(a) of this Exhibit D is not subject to GST under the GST Act 1985.

(D) APL will issue to any End-User, in APL’s own name, the required documentation relating to taxable

supplies made under Section 6 of this Exhibit D.

(E) You will not issue to any End-User any documentation relating to taxable supplies made under Section 6

of this Exhibit D.

7. Delivery of Licensed Applications to End-Users in Brazil

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

(A) General

7.1 You acknowledge and agree that You have the sole responsibility for: (i) any indirect taxes liability

(including but not limited to goods and services taxes), with respect to delivery on Your behalf of Your Licensed

Applications to End-Users by Apple; (ii) filing of indirect tax returns and payment of indirect taxes to the

Brazilian government, if applicable; and (iii) determining independently, or in consultation with Your own tax

advisor, Your taxpayer status and tax payment obligations for indirect tax purposes.

7.2 You authorize, consent to, and acknowledge that Apple may use a third party in Brazil, an Apple

subsidiary and/or a third party vendor (the “Collecting Entity”), to collect any amounts from End-Users for the

Licensed Applications and remit such amounts out of Brazil to Apple to enable the remittance of Your proceeds

to You.

7.3 To the extent withholding taxes are applicable on remittances out of Brazil of the prices payable by End-

Users for the Licensed Applications, the Collecting Entity will deduct the full amount of such withholding tax

from the gross amount owed to You by Apple and will pay the amount withheld to the competent Brazilian tax

authorities in Your name. The Collecting Entity will use commercially practical efforts to issue the respective

withholding tax forms, which will be provided to You by Apple as provided in the Brazilian tax law. You are

solely responsible for providing any additional documentation required by the tax authorities in Your country to

be able to claim any foreign tax credits, if applicable.

(B) Non-Resident Developers

7.4 If You are not a resident of Brazil and to the extent withholding taxes are applicable on the remittances

out of Brazil of the gross amount owed to You, You may provide to Apple Your country of residence certificate

or equivalent documentation to claim a reduced rate of withholding tax under an applicable income tax treaty

between Your country of residence and Brazil. The Collecting Entity will apply a reduced rate of withholding tax,

if any, as provided in the applicable income tax treaty between Your country of residence and Brazil, only after

You furnish Apple with the documentation as required under that income tax treaty or otherwise satisfactory to

Apple, which is sufficient to establish Your entitlement to that reduced rate of withholding tax. You

acknowledge that the reduced rate will only take effect after Apple approves and accepts the tax residence

certificate or equivalent documentation provided by You. Notwithstanding section 3.3 of Schedule 2, if Your

funds will be remitted out of Brazil prior to receipt and approval by Apple of such tax documentation, the

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4 January 2018

Collecting Entity may withhold and remit to the competent tax authorities the full amount of withholding tax

unreduced by any tax treaty, and Apple will not refund to You any amount of such taxes withheld and remitted.

You will indemnify and hold Apple and the Collecting Entity 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 actual disqualification for, the benefit of a reduced rate

of withholding tax.

(C) Resident Developers

7.5 If You are a resident of Brazil, You must update Your account with your respective Brazilian taxpayer

number (CNPJ or CPF, as applicable). You acknowledge that by not providing the Your respective Brazilian

taxpayer number, Your Licensed Applications may be removed from the Brazilian Store until such time as your

Brazilian taxpayer number is provided.

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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.

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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.

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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 downloadable

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” shall include any content, functionality, extensions, stickers, or services offered in the

software application.

“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;

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(d) allow or, in the case of cross-border assignments of VPP purchases, arrange for 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 with no associated iTunes Account that are 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; (iv) Your privacy policy, if any; (v) Your End-User license agreement (“EULA”), if any, in

accordance with Section 4.2 of this Schedule 3; and (vi) any additional metadata set forth in the Documentation

and/or the iTunes Connect Tool as may be updated from time to time, including metadata designed to enhance

search and discovery for content on Apple-branded hardware.

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

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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 or levy, 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

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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 Applicationdelivered to that VPP Customer’s designated End-Users hereunder, Apple shall deduct the full amount of itscommission with respect to that Custom B2B Application, and any taxes collected by Apple under Section 3.2hereof, 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 theforegoing requirements, will be made no later than forty-five (45) days following the close of the monthly periodin 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 asales report in sufficient detail to permit You to identify the Custom B2B Applications sold in that monthly periodand the total amount to be remitted to You by Apple. You hereby acknowledge and agree that Apple shall beentitled to a commission, in accordance with this Section 3.5 on the delivery of any B2B Content Codes to anyVPP Customer, even if Apple is unable to collect the price for that Custom B2B Application from the VPPCustomer. In the event that the purchase price received by Apple from any VPP Customer for any Custom B2BApplication is in a currency other than the remittance currency agreed between Apple and You, the purchaseprice for that Custom B2B Application shall be converted to the remittance currency, and the amount to beremitted by Apple to You shall be determined, in accordance with an exchange rate fixed for the DeliveryPeriod, as reflected in Exhibit C attached hereto as updated from time to time pursuant to section 3.1 of thisSchedule 3. Apple may provide a means on iTunes Connect to enable You to designate a primary currency forthe bank account designated by You for receiving remittances (“Designated Currency”). Apple may causeApple's bank to convert all remittances in any remittance currency other than the Designated Currency into theDesignated Currency prior to remittance to You. You agree that any resulting currency exchange differentials orfees 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.

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(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

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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, andwhich 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 anyTerritory that has deemed such marketing practices illegal. You expressly accept and agree to take fullresponsibility for your Custom B2B Applications’ compliance with applicable laws pursuant to Section 5.1(c) ofthis Schedule 3, including without limitation consumer protection, marketing, and gaming laws. For moreinformation on legal requirements of countries in the European Union,

see http://ec.europa.eu/justice/consumer-marketing/unfair-trade/index_en.htm

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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

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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.

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BelgiumDenmarkFinlandFranceGermanyGreeceHong KongIreland

ItalyLuxembourgNetherlandsNorwaySingaporeSpainSwedenSwitzerlandTaiwanTurkey

UAE

United Kingdom

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 StatesMexico

Brazil

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 S.à r.l., and as of 25 September 2016, Apple Distribution International as Your

commissionaire 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. For the purposes

of this Agreement, "commissionaire" means an agent who purports to act on his own behalf and concludes

agreements in his own name but acts on behalf of other persons, as generally recognized in many Civil Law

legal systems.

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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:

AustraliaBelgiumCanadaDenmarkFinlandFranceGermanyGreeceIreland

ItalyLuxembourgNetherlandsNew Zealand*Norway

Spain

Sweden

Switzerland

Turkey

United Arab EmiratesUnited KingdomUnited States

* Note: In respect of New Zealand, Apple will not collect any taxes on the basis that sales of Custom B2B

Applications to VPP Customers is not subject to New Zealand GST.

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.

Brazil

Hong Kong

Japan

Mexico

Singapore

Taiwan

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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, BRL, 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:

AED: United Arab EmiratesAUD: Australia

BRL: Brazil

CAD: Canada

CHF: Switzerland

DKK: Denmark

Euro: Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, SpainGBP: United Kingdom

HKD: Hong Kong

JPY: Japan

NOK: Norway

NZD: New Zealand

SEK: Sweden

SGD: Singapore

TRY: Turkey

TWD: Taiwan

USD: United States

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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,

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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.

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(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 section (iii)(a);

(D) You will not issue to any End-User any tax invoices or adjustment notes relating to taxable

supplies made under section (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 section (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 section (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)

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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.

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

residencetoclaimtreatybenefitswithJapan. Notwithstandingsection3.3ofSchedule3,iTunesKKwillremit

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 S.à r.l., located at 31-33 rue Sainte Zithe, L-2763 Luxembourg, and as of 25

September 2016, Apple Distribution International, located at Hollyhill Industrial Estate, Hollyhill, Cork, Republic

of Ireland to allow access to the Custom B2B Applications to End-Users in Exhibit A, Section 2:

You acknowledge that in the event iTunes S.à r.l or Apple Distribution International 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 S.à r.l or Apple Distribution International 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.

6. Delivery of Custom B2B Applications to VPP Customers in New Zealand

Where You designate APL to allow access to the Custom B2B Applications to VPP Customers in New Zealand:

(A) General

(i) You shall indemnify and hold APL harmless against any and all claims by the Inland Revenue for

nonpayment or underpayment of GST under the Goods and Services Tax Act 1985 (“GST Act 1985”) and for

any penalties and/or interest thereon.

(i) This Section 6 of Exhibit D applies to supplies made by You, through APL as agent, to any VPP

Customer who is resident in New Zealand. Terms defined in the GST Act 1985 have the same meaning when

used in this Section 6 of Exhibit D.

(ii) This Section 6 of Exhibit D survives the termination of the Agreement.

(iii) You and Apple agree that APL is the operator of the electronic marketplace in respect of supplies

made by you, through APL as agent, to any VPP Customer who is resident in New Zealand, and is treated as

the supplier of those supplies under s. 60C of the GST Act 1985 for GST purposes.

(B) Resident Developers

(i) If You are a resident of New Zealand, You and Apple agree under s.60(1C) of the GST Act 1985 thatsupplies of services made by You through APL as agent to any VPP Customer resident in New Zealand,

are treated as 2 separate supplies for GST purposes, being—

(a) a supply of services from You to APL; and

(b) a supply of those services from APL to the VPP Customer resident in New Zealand.

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(ii) You and APL acknowledge that the supply of services from You to APL for GST purposes under Section

6(B)(i)(a) of this Exhibit D is not subject to GST under the GST Act 1985.

(C) Non Resident Developers

(i) If You are a non resident of New Zealand, You and Apple agree under section 60(1B) of the GST Act 1985

that supplies of services made by You through APL as agent to any VPP Customer resident in New Zealand,

are treated as 2 separate supplies for GST purposes, being -

(a) a supply of services from You to APL; and

(b) a supply of those services from APL to the VPP Customer resident in New Zealand.

(ii) You and APL acknowledge that the supply of services from You to APL for GST purposes under Section

6(C)(i)(a) of this Exhibit D is not subject to GST under the GST Act 1985.

(D) APL will issue to any VPP Customer, in APL’s own name, the required documentation relating to supplies

made under this Section 6 of Exhibit D.

(E) You will not issue to any VPP Customer any documentation relating to supplies made under this Section

6 of Exhibit D.

7. Delivery of Custom B2B Applications to VPP Customers in Brazil

Where You designate Apple Inc. to allow access to the Custom B2B Applications to VPP Customers in Brazil:

(A) General

7.1 You acknowledge and agree that You have the sole responsibility for: (i) any indirect taxes liability

(including but not limited to goods and services taxes), with respect to delivery on Your behalf of Your Custom

B2B Applications to VPP Customers by Apple; (ii) filing of indirect tax returns and payment of indirect taxes to

the Brazilian government, if applicable; and (iii) determining independently, or in consultation with Your own tax

advisor, Your taxpayer status and tax payment obligations for indirect tax purposes.

7.2 You authorize consent to, and acknowledge that Apple may use a third party in Brazil, an Apple

subsidiary and/or a third party vendor (the “Collecting Entity”), to collect any amounts from VPP Customers for

the Custom B2B Applications and remit such amounts out of Brazil to Apple to enable the remittance of Your

proceeds to You.

7.3 To the extent withholding taxes are applicable on remittances out of Brazil of the prices payable by VPP

Customers for the Custom B2B Applications, the Collecting Entity will deduct the full amount of such

withholding tax from the gross amount owed to You by Apple and will pay the amount withheld to the

competent Brazilian tax authorities in Your name. The Collecting Entity will use commercially practical efforts to

issue the respective withholding tax forms, which will be provided to You by Apple as provided in the Brazilian

tax law. You are solely responsible for providing any additional documentation required by the tax authorities in

Your country to be able to claim any foreign tax credits, if applicable.

(B) Non Resident Developers

7.4 If You are not a resident of Brazil and to the extent withholding taxes are applicable on the remittances

out of Brazil of the gross amount owed to You, You may provide to Apple Your country of residence certificate

or equivalent documentation to claim a reduced rate of withholding tax under an applicable income tax treaty

between Your country of residence and Brazil. The Collecting Entity will apply a reduced rate of withholding tax,

if any, as provided in the applicable income tax treaty between Your country of residence and Brazil, only after

You furnish Apple with the documentation as required under that income tax treaty or otherwise satisfactory to

Apple, which is sufficient to establish Your entitlement to that reduced rate of withholding tax. You

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acknowledge that the reduced rate will only take effect after Apple approves and accepts the tax residence

certificate or equivalent documentation provided by You. Notwithstanding section 3.3 of Schedule 3, if Your

funds will be remitted out of Brazil prior to receipt and approval by Apple of such tax documentation, the

Collecting Entity may withhold and remit to the competent tax authorities the full amount of withholding tax

unreduced by any tax treaty, and Apple will not refund to You any amount of such taxes withheld and remitted.

You will indemnify and hold Apple and the Collecting Entity 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 actual disqualification for, the benefit of a reduced rate

of withholding tax.

(C) Resident Developers

7.5 If You are a resident of Brazil, You must update Your account with your respective Brazilian taxpayer

number (CNPJ or CPF, as applicable). You acknowledge that by not providing Your respective Brazilian

taxpayer number, Your Custom B2B Applications may be removed from the Brazilian storefront until such time

as your Brazilian taxpayer number is provided.

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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 end-

user’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.

v107

4 January 2018

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