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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 1 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 1.  The parties acknowledge and agree 
that Your appointment of Apple as Your agent or commissionaire, as the case may be, under this 
Schedule 1 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


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Certificates for MDM, in its sole discretion.  
 
6.         Additional Liability Disclaimer.  APPLE SHALL NOT BE LIABLE FOR ANY COSTS, 
EXPENSES, DAMAGES, OR LOSSES ARISING FROM OR RELATED TO YOUR USE OF MDM 
OR CONFIGURATION PROFILES, INCLUDING BUT NOT LIMITED TO SCHEDULED OR 
UNSCHEDULED MAINTENANCE, SERVICE INTERRUPTIONS, LOST OR STOLEN DATA, 
ANY LIABILITY FROM YOUR ACCESS TO DEVICES THROUGH USE OF MDM OR 
CONFIGURATION PROFILES (INCLUDING ANY PRIVACY VIOLATIONS) OR FOR APPLE’S 
PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT.


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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 1. 
 
3.2 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 1; 
provided, however, that Your EULA must include and may not be inconsistent with the minimum 
terms and conditions specified on Exhibit B to this Schedule 1 and must comply with all 
applicable laws in all regions 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


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the Licensed Applications to end-users in accordance with this Schedule 1.  Metadata You deliver 
to Apple under this Schedule 1 will include:  (i) the title and version number of each of the 
Licensed Applications; (ii) the regions You designate, in which You wish Apple to allow end-users 
to download those Licensed Applications; (iii) the end-users You designate as authorized 
downloaders of the Custom App; (iv) any copyright or other intellectual property rights notices; (v) 
Your privacy policy; (vi) Your end-user license agreement (“EULA”), if any, in accordance with 
Section 3.2 of this Schedule 1; and (vii) any additional metadata set forth in the Documentation 
and/or the App Store 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 Licensed Applications will be delivered by You to Apple using software tools, a secure


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3.1       Except as set forth in Section 2, You may only use MDM for purposes of developing and 
distributing MDM Compatible Products to Your MDM Customers if You have been selected by 
Apple as a third-party developer for such MDM Compatible Products.  You may not use MDM, in 
whole or in part, to provide MDM Compatible Products for non-commercial, personal use, unless 
otherwise expressly permitted in writing by Apple.  Further, You may not license, sell or otherwise 
provide MDM, in whole or in part, apart from its use within a Compatible Product.


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Apple’s app dispute process on a non-exclusive basis and without any party waiving its legal 
rights. 
 
4.2 You shall use the software rating tool set forth on App Store Connect to supply 
information regarding each of the Licensed Applications delivered by You for marketing and 
fulfillment by Apple through the App Store or the Custom App Distribution Site under this 
Schedule 1 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 the requested information for each Licensed Application; 
and (ii) Your representations and warranties in Section 4.1 hereof, in making that Licensed


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Program Agreement  
 Page 83 
	
5.2 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. Termination 
 
6.1 This Schedule 1, and all of Apple’s obligations hereunder, shall terminate upon the 
expiration or termination of the Agreement.   
 
6.2 In the event that You no longer have the legal right to distribute the Licensed


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Program Agreement  
 Page 84 
	
EXHIBIT A 
(to Schedule 1) 
 
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 region: 
 
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 regions: 
 
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 regions: 
 
United States 
 
You appoint Apple Services LATAM LLC as Your agent pursuant to California Civil Code §§ 2295 
et seq. for the marketing and end-user download of the Licensed by end-users located in the 
following regions: 
 
Argentina* Cayman Islands Guatemala* St. Kitts & Nevis


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Program Agreement  
 Page 85 
	
agreements in his own name but acts on behalf of other persons, as generally recognized in 
many Civil Law legal systems
 
Afghanistan Gabon Malawi Saudi Arabia* 
Albania Gambia Malaysia* Senegal 
Algeria Georgia Maldives Serbia 
Angola Germany* Mali Seychelles 
Armenia Ghana Malta, Republic of* Sierra Leone 
Austria Greece* Mauritania Singapore* 
Azerbaijan Guinea-Bissau Mauritius Slovakia* 
Bahrain* Hong Kong* Micronesia, Fed States of Slovenia* 
Belarus Hungary Moldova Solomon Islands 
Belgium* Iceland* Mongolia South Africa 
Benin India Montenegro Spain* 
Bhutan Indonesia Morocco Sri Lanka 
Bosnia and 
Herzegovina 
Iraq Mozambique Swaziland 
Botswana Ireland* Myanmar Sweden* 
Brunei Israel* Namibia Switzerland* 
Bulgaria* Italy* Nauru Taiwan* 
Burkina-Faso Jordan Nepal Tajikistan 
Cambodia Kazakhstan Netherlands* Tanzania 
Cameroon Kenya Niger Thailand* 
Cape Verde Korea* Nigeria Tonga 
Chad Kosovo Norway* Tunisia 
China* Kuwait Oman Türkiye*


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in accurately and completely providing the requested information for each Licensed Application; 
and (ii) Your representations and warranties in Section 4.1 hereof, in making that Licensed 
Application available for download by end-users in each of the regions You designate 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. 
 
4.3 In the event that any region You designate hereunder requires the approval of, or rating 
of, any Licensed Application by any government or industry regulatory agency as a condition for 
the distribution 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 
region from any App Stores or the Custom App Distribution Site. 
 
5. Responsibility and Liability


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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 1, 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 shall survive 
expiration of the Agreement for a reasonable phase-out period not to exceed thirty (30) days and


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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). 
 
3.3 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.


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expiration or termination of the Agreement.   
 
6.2 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 1, You shall promptly notify Apple and withdraw those Licensed 
Applications from the App Store or the Custom App Distribution Site using the tools provided on 
the App Store Connect site; provided, however, that such withdrawal by You under this Section 
6.2 shall not relieve You of any of Your obligations to Apple under this Schedule 1, or any liability 
to Apple and/or any end-user with respect to those Licensed Applications. 
 
6.3 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 6.3, You acknowledge that


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designed to enhance search and discovery for 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 1 are authorized for export from the United States to each of the regions designated by 
You under Section 2.1 hereof, 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. You further represent and warrant that all versions of the Licensed Applications You 
deliver to Apple are not subject to the International Traffic in Arms Regulations 22 C.F.R. Parts 
120-130 and are not designed, made, modified or configured for any military end users or end


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may elect not to make that Licensed Application available for download by end-users in that 
region from any App Stores or the Custom App Distribution Site. 
 
5. Responsibility and Liability 
 
5.1 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.


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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. 
 
3.4 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. 
 
3.5 To the extent You promote and offer in-app subscriptions, You must do so in compliance 
with all legal and regulatory requirements. 
 
3.6 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 request an auto-renewing subscription via the In-App


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Cambodia Kazakhstan Netherlands* Tanzania 
Cameroon Kenya Niger Thailand* 
Cape Verde Korea* Nigeria Tonga 
Chad Kosovo Norway* Tunisia 
China* Kuwait Oman Türkiye* 
Congo (Democratic 
Republic of) 
Kyrgyzstan Pakistan Turkmenistan 
Congo (Republic of) Laos Palau UAE* 
Cote d’Ivoire Latvia*  Papua New Guinea Uganda 
Croatia Lebanon Philippines* Ukraine* 
Cyprus* Liberia Poland United Kingdom* 
Czech Republic Libya Portugal Uzbekistan 
Denmark* Lithuania* Qatar* Vanuatu 
Egypt* Luxembourg* Romania* Vietnam* 
Estonia* Macau Russia* Yemen 
Fiji Macedonia Rwanda Zambia 
Finland* Madagascar Sao Tome e Principe Zimbabwe 
France*    
 
*Custom Applications are only available in these regions.


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Program Agreement Page 86 
	
EXHIBIT B 
(to Schedule 1) 
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 Apple Media 
Services Terms and Conditions or the Volume Content Terms 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


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et seq. for the marketing and end-user download of the Licensed by end-users located in the 
following regions: 
 
Argentina* Cayman Islands Guatemala* St. Kitts & Nevis 
Anguilla Chile* Honduras* St. Lucia 
Antigua & Barbuda Colombia* Jamaica St. Vincent & The  
Grenadines 
Bahamas Costa Rica* Mexico* Suriname 
Barbados Dominica Montserrat Trinidad & Tobago 
Belize Dominican 
Republic* 
Nicaragua* Turks & Caicos 
Bermuda Ecuador* Panama* Uruguay 
Bolivia* El Salvador* Paraguay* Venezuela* 
Brazil* Grenada Peru*  
British Virgin Islands Guyana   
 
* Custom Applications are only available in these regions. 
 
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 region: 
 
Japan 
 
2. Apple as Commissionaire 
 
You appoint Apple Distribution International Ltd. as Your commissionaire for the marketing and


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Terms, conditions, and requirements.  
 
1.2 In furtherance of Apple’s appointment under Section 1.1 of this Schedule 1, 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 regions identified by You in the App Store 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 certain purchases, arrange for end-users


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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 6.3, You acknowledge that 
Apple may cease 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, based 
human and/or systematic review, and, including without limitation upon notice received under 
applicable laws, that:  (i) those Licensed Applications are not authorized for export to one or more 
of the regions designated by You under Section 2.1 hereof, in accordance with the Export 
Administration Regulations or other restrictions; (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


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deliver to Apple are not subject to the International Traffic in Arms Regulations 22 C.F.R. Parts 
120-130 and are not designed, made, modified or configured for any military end users or end 
uses as defined and scoped in 15 C.F.R § 744.  Without limiting the generality of this Section 2.3, 
You certify that (i) none of the Licensed Applications contains, uses or supports any data 
encryption or cryptographic functions; or (ii) in the event that any Licensed Application contains, 
uses or supports any such data encryption or cryptographic functionality, You certify that You 
have complied with the United States Export Administration Regulations, and are in possession 
of, and will, upon request, provide Apple with PDF copies of export classification ruling (CCATS) 
issued by the United States Commerce Department, Bureau of Industry and Security (“BIS”) or 
any self-classification reports submitted to the BIS, and appropriate authorizations from other


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Program Agreement Page 88 
	
EXHIBIT C 
(to Schedule 1) 
App Store Promo Codes Terms 
 
Notwithstanding any other provisions of the Agreement or this Schedule 1, You hereby agree that 
the following terms shall apply to all App Store Promo Codes (“Promo Codes”) requested by You 
via the App Store Connect tool.  For the purposes of this Exhibit C, “You” shall include additional 
members of Your App Store Connect team (e.g., individuals in the marketing and technical roles). 
 
Except as otherwise expressed in writing herein, nothing in this Exhibit C shall be construed to 
modify the Agreement or this Schedule 1 in any way, and all capitalized terms not defined below 
shall have the meanings set forth in the Program Agreement. 
 
1. DEFINITIONS:   
“Holder” means an individual located in a Territory to whom You provide one or more Promo 
Codes;  
 
“Promo Code” means a unique alphanumeric code generated and provided to You by Apple


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Program Agreement Page 87 
	
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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following region: 
 
Japan 
 
2. Apple as Commissionaire 
 
You appoint Apple Distribution International Ltd. as Your commissionaire for the marketing and 
end-user download of the Licensed Applications by end-users located in the following regions, as 
updated from time to time via the App Store Connect site. For the purposes of this Agreement, 
“commissionaire” means an agent who purports to act on their own behalf and concludes


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issued by the United States Commerce Department, Bureau of Industry and Security (“BIS”) or 
any self-classification reports submitted to the BIS, and appropriate authorizations from other 
regions 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 1.  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 1. 
 
2.4 You shall be responsible for determining and implementing any age ratings or parental


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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 
and/or use of those Licensed Applications violates any applicable law in any region You 
designate under Section 2.1 of this Schedule 1; (iv) You have violated the terms of the 
Agreement, this Schedule 1, or other documentation including without limitation the App Store 
Review Guidelines; or (v) You or anyone representing You or Your company are subject to 
sanctions of any region in which Apple operates.  An election by Apple to cease allowing 
download of any Licensed Applications, pursuant to this Section 6.3, shall not relieve You of Your 
obligations under this Schedule 1. 
 
6.4 You may withdraw any or all of the Licensed Applications from the App Store or the 
Custom App Distribution Site, at any time, and for any reason, by using the tools provided on the


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newspapers), Apple may provide You with the name, email address, and zip code associated 
with an end-user’s account when they request an auto-renewing subscription via the In-App 
Purchase API, provided that such user consents to the provision of data to You, and further 
provided that You may only use such data to promote Your own products and do so in strict 
compliance with Your publicly posted Privacy Policy, a copy of which must be readily viewed and


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in the Agreement; 
 
(d) allow or, in the case of cross-border assignments of certain purchases, arrange for end-users 
to access and re-access copies of the Licensed Applications, so that end-users may acquire from 
You and electronically download those Licensed Applications, Licensed Application Information, 
and associated metadata through one or more App Stores or the Custom App Distribution Site. In


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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 Apple Media Services Terms and Conditions, except that such Licensed Application 
may be accessed, acquired, and used by other accounts associated with the purchaser via 
Family Sharing, volume purchasing, or Legacy Contacts. 
 
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


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Program Agreement Page 89 
	
Promo Codes to Holders in any Territory in which You are not permitted to sell or distribute Your 
Licensed Application. 
 
8. ADDITIONAL MATERIALS:  Apple shall not be responsible for developing and 
producing any materials in relation to the Promo Codes other than the Promo Codes themselves. 
 
9. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION:  You represent and 
warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and 
permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions 
shall not violate or infringe the rights of any third party, and (ii) any use of the Promo Codes shall 
be in accordance with the terms of this Exhibit C and shall not infringe any third-party rights or 
violate any applicable laws, directives, rules, and regulations of any governmental authority in the


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“Holder” means an individual located in a Territory to whom You provide one or more Promo 
Codes;  
 
“Promo Code” means a unique alphanumeric code generated and provided to You by Apple 
pursuant to this Exhibit C which allows a Holder who is an App Store customer to download or 
access for free from the App Store the Licensed Application for which You have requested such 
code via the App Store Connect tool, whether offered for free or for a fee on the App Store (the 
“Promo Content”); and 
 
“Effective Period” means the period between the Promo Code Activation Date and the Promo 
Code Expiration Date. 
 
2. AUTHORIZATION AND OBLIGATIONS:  You hereby authorize and instruct Apple to 
provide You with Promo Codes upon request, pursuant to the terms of this Exhibit C, and You 
take full responsibility for ensuring that any team member that requests such codes shall abide by 
the terms of this Exhibit C.  You shall be responsible for securing all necessary licenses and


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Program Agreement Page 90 
	
(g) YOU SHALL INCLUDE THE REGION SPECIFIC HOLDER TERMS & CONDITIONS AS 
WELL AS THE EXPIRATION DATE OF THE PROMO CODE ON ANY INSTRUMENT USED TO 
DISTRIBUTE THE PROMO CODE TO HOLDERS (E.G., CERTIFICATE, CARD, EMAIL, ETC).  
YOU MAY ACCESS THIS INFORMATION LOCALIZED FOR EACH TERRITORY UPON 
REQUESTING THE PROMO CODES IN THE APP STORE CONNECT TOOL. 
 
(h) You shall be solely responsible for Your use of the Promo Codes, including any use by other 
members of Your App Store Connect team, and for any loss or liability to You or Apple therefrom. 
 
(i) In the event Your Licensed Application is removed from the App Store for any reason, You 
agree to cease distribution of the Promo Codes and that Apple may deactivate such Promo 
Codes. 
 
(j) You agree that Apple shall have the right to deactivate the Promo Codes, even if already 
delivered to Holders, in the event You violate any of the terms of this Exhibit C, the Agreement, or 
Schedules 1, 2, or 3 thereto.


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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


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Program Agreement Page 92 
	
EXHIBIT D 
(to Schedule 1) 
Additional App Store Terms  
 
1.  Discoverability on the App Store:  The discoverability of Your Licensed Application in 
the App Store depends on several factors, and Apple is under no obligation to display, feature, or 
rank Your Licensed Application in any particular manner or order in the App Store.   
 
(a)  The main parameters used for app ranking and discoverability are text relevance, such as 
using an accurate title, adding relevant keywords/metadata, and selecting descriptive categories 
in the Licensed Application; customer behavior relating to the number and quality of ratings and 
reviews and application downloads; date of launch in the App Store may also be considered for 
relevant searches; and whether You have violated any rules promulgated by Apple.  These main 
parameters deliver the most relevant results to customer search queries.


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Program Agreement Page 93 
	
News and Stocks. Such partners are obligated to protect that information and may be located 
wherever Apple operates.  
3. Redress Options Pursuant to P2B and DSA Regulations 
For Developers established in, and which offer goods or services to customers located in, the 
European Union and subject to the Regulation (EU) 2022/2065 of the European Parliament and 
of the Council of 19 October 2022 on a Single Market For Digital Services and amending 
Directive 2000/31/EC (the Digital Services Act or DSA), more information about redress options 
available to You in connection with action Apple took against You, for example termination of 
Your developer account or removal of Your app from the App Store, is available here: 
apple.com/legal/dsa/redress-options. 
Developers established in, and which offer goods or services to customers located in, a region 
subject to a platform-to-business regulation (“P2B Regulation”), such as the Regulation of the


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6.4 You may withdraw any or all of the Licensed Applications from the App Store or the 
Custom App Distribution Site, at any time, and for any reason, by using the tools provided on the 
App Store 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 1, which shall survive 
termination or expiration of the Agreement unless You indicate otherwise pursuant to sections 4.1 
and 6.2 of this Schedule 1. 
 
7. Legal Consequences 
 
The relationship between You and Apple established by this Schedule 1 may have important 
legal consequences for You.  You acknowledge and agree that it is Your responsibility to consult 
with Your legal advisors with respect to Your legal obligations hereunder.


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take full responsibility for ensuring that any team member that requests such codes shall abide by 
the terms of this Exhibit C.  You shall be responsible for securing all necessary licenses and 
permissions relating to use of the Promo Codes and the Licensed Application, including any uses 
by You of the name(s) or other indicia of the Licensed Application, or name(s) or likenesses of the 
person(s) performing or otherwise featured in the Licensed Application, in any advertising, 
marketing, or other promotional materials, in any and all media.  Apple reserves the right to 
request and receive copies of such licenses and permissions from You, at any time, during the 
Effective Period. 
 
3. NO PAYMENT:  Except for Your obligations set forth in Section 10 of this Exhibit C, You 
are not obligated to pay Apple any commission for the Promo Codes. 
 
4. DELIVERY: Upon request by You via the App Store Connect tool, Apple shall provide the


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delivered to Holders, in the event You violate any of the terms of this Exhibit C, the Agreement, or 
Schedules 1, 2, or 3 thereto. 
 
(k) You may distribute the Promo Codes within the Territories, but agree that You shall not export 
any Promo Code for use outside the Territories nor represent that You have the right or ability to 
do so.  Risk of loss and transfer of title for the Promo Codes pass to You upon delivery to You 
within App Store Connect, via email, or other method provided by Apple. 
 
12. APPLE TRADEMARKS:  Your use of Apple trademarks in connection with the Promo 
Codes is limited only to “iTunes” and “App Store” (the “Marks”) subject to the following and any 
additional guidelines Apple may issue from time to time: 
 
(a) You may use the Marks only during the Effective Period 
 
(b) You shall submit any advertising, marketing, promotional or other materials, in any and all


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violate any applicable laws, directives, rules, and regulations of any governmental authority in the 
Territory or anywhere else in the world.  You agree to indemnify and hold Apple, its subsidiaries 
and affiliates (and their respective directors, officers, and employees) harmless from all losses, 
liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from 
any claims, demands, actions, or other proceedings arising from a breach of the representations 
and warranties set for h in this Section, or a breach of any other term of the Agreement and this 
Schedule 1. 
 
10. PAYMENT WAIVER:  You hereby waive any right to collect any royalties, proceeds, or 
remuneration for the distribution and download of the Licensed Application via the Promo Codes, 
regardless of whether any remuneration would otherwise be payable under the Agreement, 
including Schedule 1 thereto, if applicable.  The parties acknowledge that, as between Apple and


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Developers established in, and which offer goods or services to customers located in, a region 
subject to a platform-to-business regulation (“P2B Regulation”), such as the Regulation of the 
European Parliament and of the Council on promoting fairness and transparency for business 
users of online intermediation services may submit complaints pursuant to such P2B Regulation 
related to the following issues at https://developer.apple.com/contact/p2b/: (a) Apple’s alleged 
non-compliance with any obligations set forth in the P2B Regulation which affect You in the 
region in which you are established; (b) technological that affect You and relate directly to 
distribution of Your Licensed Application on the App Store in the region in which you are 
established; or (c) measures taken by or behavior of Apple that affect You and relate directly to 
distribution of Your Licensed Application on the App Store in the region in which you are


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Program Agreement Page 91 
	
Attachment 1 
(to Exhibit C of Schedule 1) 
App Store Promo Codes Terms and Conditions 
1. All Promo Codes delivered pursuant to this Exhibit C, whether or not applied to an App 
Store account, expire as indicated in this Exhibit C. 
2. Promo Codes, and unused balances, are not redeemable for cash and cannot be 
returned for a cash refund, exchanged, or used to purchase any other merchandise, or provide 
allowances or iTunes or App Store Gifts by either You or Holder. This includes Promo Codes that 
have expired unused. 
3. Promo Codes may only be redeemed through the App Store in the Territory, open only to 
persons in the Territory with a valid Apple ID. Not all App Store products may be available in all 
Territories. Internet access (fees may apply), the latest version of Apple software, and other 
compatible software and hardware are required. 
4. Access to, redemption of Promo Codes on, or purchases from, and use of products


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relevant searches; and whether You have violated any rules promulgated by Apple.  These main 
parameters deliver the most relevant results to customer search queries. 
 
(b) When considering apps to feature in the App Store, our editors look for high-quality apps 
across all categories, with a particular focus on new apps and apps with significant updates. The 
main parameters that our editors consider are UI design, user experience, innovation and 
uniqueness, localizations, accessibility, App Store product page screenshots, app previews, and 
descriptions; and additionally, for games, gameplay, graphics and performance, audio, narrative 
and story depth, ability to replay, and gameplay controls.  These main parameters showcase 
high-quality, well-designed, and innovative apps. 
 
(c)  If You use an Apple service for paid promotion of Your app on the App Store, Your app may 
be presented in a promotional placement and designated as advertising content.


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are not obligated to pay Apple any commission for the Promo Codes. 
 
4. DELIVERY: Upon request by You via the App Store Connect tool, Apple shall provide the 
Promo Codes electronically to You via App Store Connect, email, or other method as may be 
indicated by Apple. 
 
5. PROMO CODE ACTIVATION DATE: Promo Codes will become active for use by 
Holders upon delivery to You. 
 
6. PROMO CODE EXPIRATION DATE: All unused Promo Codes, whether or not applied to 
an Apple ID, expire at midnight 11:59 PT on the earlier of: (a) the date that is twenty-eight (28) 
days after the delivery of the Promo Codes; or (b) the termination of the Agreement. 
 
7. PERMITTED USE: You may distribute the Promo Codes until that date which is ten (10) 
calendar days prior to the Promo Code Expiration Date solely for the purpose of offering 
instances of the app for media review or promotional purposes.  You may not distribute the


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(a) You may use the Marks only during the Effective Period 
 
(b) You shall submit any advertising, marketing, promotional or other materials, in any and all 
media now known or hereinafter invented, incorporating the Marks to Apple prior to use for written 
approval.  Any such materials not expressly approved in writing by Apple shall be deemed 
disapproved by Apple. 
 
(c) You may only use the Marks in a referential manner and may not use the Marks as the most 
prominent visual element in any materials.  Your company name, trademark(s), or service 
mark(s) should be significantly larger than any reverence to the Marks. 
 
(d) You may not directly or indirectly suggest Apple’s sponsorship, affiliation, or endorsement of 
You, Your Licensed Applications, or any promotional activities for which You are requesting the 
Promo Codes. 
 
(e) You acknowledge that the Marks are the exclusive property of Apple and agree not to claim


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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 or similar legislation, including in connection with Your Licensed or Custom 
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


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established; or (c) measures taken by or behavior of Apple that affect You and relate directly to 
distribution of Your Licensed Application on the App Store in the region in which you are 
established.  Apple will consider and process such complaints and communicate the outcome to 
You. 
 
For Developers established in, and which offer goods or services to customers located in, the 
European Union, Apple identifies the following panel of mediators with which Apple is willing to 
engage to attempt to reach an agreement with developers established in, and which offer goods 
or services to customers located in, the European Union on the settlement, out of court, of any 
disputes between Apple and You arising in relation to the provision of the App Store services 
concerned, including complaints that could not be resolved by means of our complaint-handling 
system: 
 
Centre for Effective Dispute Resolution 
P2B Panel of Mediators 
70 Fleet Street 
London 
EC4Y 1EU 
United Kingdom


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regardless of whether any remuneration would otherwise be payable under the Agreement, 
including Schedule 1 thereto, if applicable.  The parties acknowledge that, as between Apple and 
You, the parties’ respective responsibilities for the payment of any royalties or other similar 
payments to third parties with respect to distribution and download of the Licensed Application via 
the Promo Codes shall be as set forth in the Agreement. 
 
11. TERMS AND CONDITIONS:  You further agree to the following terms: 
(a) You shall not sell the Promo Codes or accept any form of payment, trade-in-kind, or other 
compensation in connection with the distribution of the Promo Codes and You shall prohibit third 
parties from doing so. 
 
(b) Nothing in this Exhibit C shall cause the parties to become partners, joint venturers or co-
owners, nor shall either party constitute an agent, employee, or representative of the other, or


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Promo Codes. 
 
(e) You acknowledge that the Marks are the exclusive property of Apple and agree not to claim 
any right, title, or interest in or to the Marks or at any time challenge or attack Apple’s rights in the 
Marks.  Any goodwill resulting from Your use of the Marks shall inure solely to the benefit of 
Apple and shall not create any right, title, or interest for You in the Marks. 
 
13. GOVERNING LAW:  Any litigation or other dispute resolution between You and Apple 
arising out of or relating to this Exhibit C or facts relating thereto shall be governed by Section 
14.10 of the Agreement.


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compatible software and hardware are required. 
4. Access to, redemption of Promo Codes on, or purchases from, and use of products 
purchased on, the App Store, are subject to acceptance of its Terms of Service presented at the 
time of redemption or purchase, and found at 
https://www.apple.com/legal/internet-services/itunes/ww/. 
5. Promo Codes will be placed in the Holder’s applicable Apple ID and are not transferable. 
6. If a Holder’s order exceeds the amount available on the Promo Codes, Holder must 
establish an Apple ID and pay for the balance with a credit card. 
7. Except as stated otherwise, data collection and use are subject to Apple’s Privacy Policy, 
which can be found at https://www.apple.com/legal/privacy. 
8. Apple is not responsible for lost or stolen Promo Codes. If Holders have any questions, 
they may visit Apple Support at https://support.apple.com/apps. 
9. Apple reserves the right to close Holder accounts and request alternative forms of


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(c)  If You use an Apple service for paid promotion of Your app on the App Store, Your app may 
be presented in a promotional placement and designated as advertising content. 
 
To learn more about app discoverability, 
visit https://developer.apple.com/app-store/discoverability/. 
 
2. Access to App Store Data 
You can access data concerning your Licensed Application’s financial performance and user 
engagement in App Store Connect by using App Analytics, Sales and Trends, and Payments and 
Financial Reports. Specifically, You can obtain all of Your Licensed Application’s financial results 
for individual app sales and in-app purchases (including subscriptions) in Sales and Trends, or 
download the data from Financial Reports; and You can view App Analytics for non-personally 
identifiable data that allows You to understand how consumers engage with your Licensed 
Applications. More information can be found at


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system: 
 
Centre for Effective Dispute Resolution 
P2B Panel of Mediators 
70 Fleet Street 
London 
EC4Y 1EU 
United Kingdom 
https://www.cedr.com/p2bmediation/ 
 
 
 
 
 
 
 
 
 
 
 
LYL158 
12/22/2023


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(b) Nothing in this Exhibit C shall cause the parties to become partners, joint venturers or co-
owners, nor shall either party constitute an agent, employee, or representative of the other, or 
empower the other party to act for, bind, or otherwise create or assume any obligation on its 
behalf, in connection with any transaction under this Exhibit C; provided, however, that nothing in 
this Section 11(b) shall affect, impair, or modify either of the Parties’ respective rights and 
obligations, including the agency or commissionaire relationship between them under Schedules 
1, 2, and 3 of the Agreement. 
 
(c) You shall prominently disclose any content age restrictions or warnings legally required in the 
Territories and ensure that Promo Codes are distributed only to persons of an age appropriate 
and consistent with the App Store rating for the associated Licensed Application. 
 
(d) You shall conduct Yourself in an honest and ethical manner and shall not make any


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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) the end-user is not 
located in a region that is subject to a U.S. Government embargo, or that has been designated by 
the U.S. Government as a “terrorist supporting” region; and (ii) the end-user 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,


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they may visit Apple Support at https://support.apple.com/apps. 
9. Apple reserves the right to close Holder accounts and request alternative forms of 
payment if Promo Codes are fraudulently obtained or used on the App Store. 
10. APPLE AND ITS LICENSEES, AFFILIATES, AND LICENSORS MAKE NO 
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PROMO CODES OR THE APP 
STORE, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF 
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN THE EVENT A 
PROMO CODE IS NON-FUNCTIONAL, HOLDER’S OR COMPANY’S SOLE REMEDY, AND 
APPLE’S SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH PROMO CODE. THESE 
LIMITATIONS MAY NOT APPLY. CERTAIN LOCAL AND TERRITORY LAWS DO NOT ALLOW 
LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF 
CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE 
DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU OR HOLDER 
MAY ALSO HAVE ADDITIONAL RIGHTS.


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CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE 
DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU OR HOLDER 
MAY ALSO HAVE ADDITIONAL RIGHTS. 
11. Apple reserves the right to change any of the terms and conditions set forth in this 
Attachment 1 from time to time without notice. 
12. Any part of these terms and conditions may be void where prohibited or restricted by law.


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and consistent with the App Store rating for the associated Licensed Application. 
 
(d) You shall conduct Yourself in an honest and ethical manner and shall not make any 
statement, orally or in writing, or do any act or engage in any activity that is obscene, unlawful, or 
encourages unlawful or dangerous conduct, or that may disparage, denigrate, or be detrimental 
to Apple or its business. 
 
(e) Apple shall not be responsible for providing any technical or customer support to You or 
Holders above what Apple provides to standard or ordinary App Store users. 
 
(f) You agree to the additional Promo Code Terms and Conditions attached hereto as Attachment 
1.


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identifiable data that allows You to understand how consumers engage with your Licensed 
Applications. More information can be found at 
https://developer.apple.com/app-store/measuring-app-performance/. App Analytics data is 
provided only with the consent of our customers. For more information, see 
https://developer.apple.com/app-store-connect/analytics/. Apple does not provide You with 
access to personal or other data provided by or generated through use of the App Store by other 
developers; nor does Apple provide other developers with access to personal or other data 
provided by or generated through Your use of the App Store. Such data sharing would conflict 
with Apple’s Privacy Policy, and with our customers’ expectations about how Apple treats their 
data. You can seek to collect information from customers directly, so long as such information is 
collected in a lawful manner, and You follow the App Store Review Guidelines.


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data. You can seek to collect information from customers directly, so long as such information is 
collected in a lawful manner, and You follow the App Store Review Guidelines.  
Apple handles personal and non-personal information as outlined in Apple’s Privacy Policy. 
Information about Apple’s access to and practices concerning developer and customer data can 
be found in “App Store & Privacy,” accessible at 
https://www.apple.com/legal/privacy/data/en/app-store/.  Apple may provide some non-personal 
information to strategic partners that work with Apple to provide our products and services, help 
Apple market to customers, and sell ads on Apple’s behalf to display in the App Store and Apple


