B. In addition, to help verify that installations of Applications from Your Alternative App Marketplace (Japan, Brazil) or of Your Alternative App Marketplace (Japan, Brazil) are valid, Your Alternative App Marketplace (Japan, Brazil) must:
2.2 Applications distributed on an Alternative App Marketplace (Japan, Brazil)
A. Entitlement profiles You request that are available for Applications when they are distributed on the App Store on iOS in Japan and/or Brazil may be used for Applications when they are distributed on Alternative App Marketplaces (Japan, Brazil) on iOS in Japan and/or Brazil, unless otherwise noted by Apple. Entitlement profiles that pertain to digital commerce in App Store apps may only be used by Applications when they are distributed on the App Store. This includes the entitlement profile for Out-of-App Offers or offering Alternative Payment Processing under this Attachment.
B. Apple reserves the right to communicate with any Alternative App Marketplace (Japan, Brazil) through which Your Application is distributed about the status of Your Application, any fraudulent, malicious, or illegal behavior associated with Your Application, and anything else that Apple believes impacts the safety, security, or privacy of end users.
C. Your Application must not infringe the intellectual property of Apple or others. If You become aware that content in Your Application infringes the intellectual property of Apple or others, You must act expeditiously to remove or disable access to that content.
2.3 General Terms for Alternative Distribution
A. The terms of this Section 2.3 apply to Alternative App Marketplaces (Japan, Brazil), Your Marketplace Website (Japan, Brazil), and Applications distributed on Alternative App Marketplaces (Japan, Brazil).
B. To be available for installation on iOS, Alternative App Marketplaces (Japan, Brazil) and Applications distributed on Alternative App Marketplaces (Japan, Brazil) must follow the terms of the Agreement, including the Notarization Review Guidelines.
C. Terms of the Agreement (Sections 1-14, and all Attachments, Schedules, and Exhibits) that apply to Applications or Licensed Applications (including when distributed on the App Store), also apply to Applications and Licensed Applications when they are distributed on Alternative App Marketplaces (Japan, Brazil), as well as Alternative App Marketplaces (Japan, Brazil), except as follows:
This Section 2.3(C) has no bearing on the terms of the Agreement that apply to Applications and Licensed Applications when they are distributed on the App Store, even if the bundle ID is the same.
D. Metadata You provide Apple through App Store Connect or the Marketplace Search API for Your Alternative App Marketplace (Japan, Brazil), or Your or other developers’ Applications distributed on an Alternative App Marketplace (Japan, Brazil) must be suitable for all audiences (age 4+).
E. Notwithstanding the terms of the Agreement, You give Apple permission to use Your Licensed Application Information submitted through App Store Connect, and any such metadata provided by an Alternative App Marketplace (Japan, Brazil) that distributes Your Licensed Application and integrates with the Marketplace Search API, for search and discovery of content through iOS on iOS devices. In addition, You agree that unless You inform Apple otherwise in writing, Apple may use Your submitted metadata at Apple Developer events (e.g., the Worldwide Developers Conference, online videos) and in developer documentation.
F. You certify that each of the Applications You deliver to Apple for which You indicate intent to distribute as an Alternative App Marketplace (Japan, Brazil), or intent to distribute through an Alternative App Marketplace (Japan, Brazil), is authorized for export from the United States to anywhere in Japan where You distribute, 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 applicable local laws. 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 uses as defined and scoped in 15 C.F.R § 744. Without limiting the generality of this Section 2.3(F) You certify that: (i) none of the Applications contains, uses, or supports any data encryption or cryptographic functions; or (ii) in the event that any 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 as well as the applicable local laws, and are in possession of, and will, upon request, provide Apple with PDF copies of export classification rulings (“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 regions that mandate import authorizations for that Application, as required. For clarity, if You engage a Service Provider to assist You in using the Apple Software and Services provided pursuant to this Attachment, in addition to the other requirements set forth in the Agreement, such Service Provider must comply with the requirements set forth in Section 14.8 of the Agreement.
G. Your Alternative App Marketplace (Japan, Brazil), Your Marketplace Website (Japan, Brazil), or Application distributed on an Alternative App Marketplace (Japan, Brazil), must not infringe Apple’s intellectual property or appear confusingly similar to the App Store or an Apple product, service, interface, computer software application, or advertising theme (including, but not limited to, use of App Store, TestFlight, App Store Connect, the App Store icon, the TestFlight icon, and the App Store Connect icon). You shall not apply for or register a trademark, service mark, or copyright for or incorporating an Apple trademark, service mark, graphic symbol, logo, icon, trade dress, slogan, or similar variation as a company, product, or service name (including the name of Your Alternative App Marketplace (Japan, Brazil) or Your Marketplace Website (Japan, Brazil)). You shall not, indirectly or directly, suggest or imply that Apple recommends, endorses, or sponsors You, the Alternative App Marketplace (Japan, Brazil), Your Marketplace Website (Japan, Brazil), or any Application. Absent an express written license, use of an Apple trademark, service mark, trade dress, slogan, graphic symbol, logo, icon, or similar variation in a manner suggesting or implying affiliation, endorsement, or sponsorship by Apple violates the terms of this Agreement.
H. Your Alternative App Marketplace (Japan, Brazil), or Application distributed on an Alternative App Marketplace (Japan, Brazil), may not aggregate and display links that direct end users to the App Store (for example, as a storefront or marketplace).
I. Your Alternative App Marketplace (Japan, Brazil), or Application distributed on an Alternative App Marketplace (Japan, Brazil) must:
3.1 Eligibility and Program Requirements for Alternative Payment Processing and Out-of-App Offers
A. To use Alternative Payment Processing or Out-of-App Offers, Your Application must:
B. You must ensure that:
In the Japan storefront, Your Application does not offer:
In the Brazil storefront, Your Application does not offer:
C. Your Application may not use disparaging language or visual treatments that discourage or interrupt use of Apple's in-app purchase system.
D. Further, where Your Application uses Alternative Payment Processing and/or Out-of-App Offers via actionable links (collectively, “payment options”), for each digital purchase merchandised on any user interface of Your Application, You must:
E. You may not include information about purchasing on a website or a link to a website for purchasing, or information about purchasing with Alternative Payment Processing, on the App Store product page of Your Application.
F. Notwithstanding Section 3.3.9(C) of the Agreement, the Apple Pay APIs may be used in Your Application for digital purchases offered via Out-of-App Offers or Alternative Payment Processing.
G. Where Your Application uses Alternative Payment Processing and/or Out-of-App Offers, You may not use the StoreKit External Link Account entitlement profile for reader apps in Your Application. Use of the StoreKit External Link Account entitlement profile for reader apps does not constitute using Alternative Payment Processing or Out-of-App Offers.
H. TestFlight may be used for purposes of beta testing Alternative Payment Processing and/or Out-of-App Offers, provided that any transactions incurred in such testing are provided to testers at no cost.
I. The entitlement profile for Alternative Payment Processing and/or Out-of-App Offers is only compatible with devices in Japan on iOS 26.2 or later, and is only compatible with devices in Brazil on iOS 26.5 or later.
3.2 Alternative Payment Processing: Design and Technical Requirements
A. Prior to each payment flow where the end user would make a purchase using Your Alternative Payment System, and each flow to enter payment information for Your Alternative Payment System, even if not for a specific purchase, You must call the relevant StoreKit APIs to (1) determine that You may use Alternative Payment Processing and confirm eligibility and ability to make payments; and (2) when applicable, display the system disclosure sheet. For a time, You may need to display the system disclosure sheet following the instructions in the Apple Materials; see the Apple Materials for more details.
B. The in-app payment flow You provide for end users using Your Alternative Payment System must complete within Your same Application.
C. Nor may the in-app payment flow contain any hidden, dormant, or undocumented payment functionality or behavior.
3.3 Out-of-App Offers: Design and Technical Requirements
A. Prior to each instance of Out-of-App Offers using an actionable link from Your Application to take the end user to a website to purchase digital goods or services, You must call the relevant StoreKit APIs to (1) determine that You may use Out-of-App Offers, and confirm eligibility and ability to make payments; and (2) when applicable, display the system disclosure sheet. For a time, You may need to display the system disclosure sheet following the instructions in the Apple Materials; see the Apple Materials for more details.
B. In addition to requirements provided in the Apple Materials, any actionable link You provide in Your Application for Out-of-App Offers under this Attachment must:
3.4 Commerce Requirements
A. Digital purchases sold on a website to end users after Out-of-App Offers from Your Application, and which are marketed as being for use in an Application, must be available for use in that Application.
B. If Your Application uses Alternative Payment Processing or Out-of-App Offers to engage in misleading, fraudulent, improper, unlawful, or dishonest acts or practices such as bait and switch, scams, or payment fraud, it will be removed from the App Store and You may be removed from the Apple Developer Program.
C. You certify that any payment service provider You use outside or within Your Application meets Level 1 Payment Card Industry (PCI) compliance for handling credit and debit card data (if applicable), and complies with the any applicable laws on provision of payment services when not handling credit and debit card data.
D. You agree to make a customer service process available for end users of Your Application, including a process to dispute unauthorized transactions, manage subscriptions (if applicable), and request refunds.
3.5 Commissions and Payments in the Japan and/or Brazil Storefront(s) of the App Store
A. The terms in this Section 3.5 apply to iOS Applications distributed on the Japan and/or Brazil storefront(s) of the App Store.
B. For Alternative Payment Processing, Apple is entitled to an App Store commission of twenty-one percent (21%) of resulting sales of digital goods or services, including one-time purchases and auto-renewing subscriptions. The commission rate is ten percent (10%) for such transactions (1) while You are a participant in the App Store Small Business Program; (2) where Your Application participates in the Apple Video Partner Program or Mini Apps Partner Program and the transaction would have qualified for a program rate if made with Apple’s in-app purchase system; or (3) where the transaction is an auto-renewal in the second year or later of an auto-renewing subscription. For the App Store Small Business Program, any transaction proceeds (net of Apple’s commission and certain taxes and adjustments) You earn count towards program eligibility. Such commission applies to all amounts payable by each end user, subject to any refunds, reversals, or chargebacks, net of transaction taxes charged by You.
C. For Apple’s in-app purchase system, the Paid Applications Agreement is amended and restated for resulting sales so that Apple’s commission rate for the sale of Licensed Applications is twenty-one percent (21%). And (1) while You are a participant in the App Store Small Business Program; (2) where the sale qualifies for a program rate under the Apple Video Partner Program or Mini Apps Partner Program; or (3) where there is a qualifying auto-renewing subscription purchase beyond one year as described in the Paid Applications Agreement, the commission rate is ten percent (10%). For each sale covered in this Section 3.5(C), there is additionally a five percent (5%) fee for the App Store’s payment processing and related commerce services.
D. For Out-of-App Offers, Apple is entitled to a store services commission of fifteen percent (15%) on sales of digital goods or services (including one-time purchases and auto-renewing subscriptions) on a website, which are initiated within seven (7) calendar days after the end user taps or scans an actionable link to go from Your Application to the website. The commission rate is ten percent (10%) for such transactions while You are a participant in the App Store Small Business Program; (2) where Your Application participates in the Apple Video Partner Program or Mini Apps Partner Program and the transaction would have qualified for a program rate if made with Apple’s in-app purchase system; or (3) where the transaction is an auto-renewal in the second year or later of an auto-renewing subscription. For the App Store Small Business Program, any transaction proceeds (net of Apple’s commission and certain taxes and adjustments) You earn count towards program eligibility. Where the transaction is a subscription (including free trials or offers), subsequent auto-renewals are all subject to commission. Such commission applies to all amounts payable by each end user, subject to any refunds, reversals, or chargebacks, net of transaction taxes charged by You.
A. The terms of this Section 4 apply to Alternative App Marketplaces (Japan, Brazil) or Applications distributed on an Alternative App Marketplace (Japan, Brazil).
B. The Core Technology Commission applies to any sales of digital goods or services (including one-time purchases and auto-renewing subscriptions) that are completed in Your Alternative App Marketplace (Japan, Brazil) or Your Application distributed on an Alternative App Marketplace (Japan, Brazil), and can be used in an Application distributed on an Apple platform.
C. The Core Technology Commission also applies to any sales of digital goods or services on an Apple platform (including one-time purchases and auto-renewing subscriptions) that are required to download or access an Alternative App Marketplace (Japan, Brazil) or an Application distributed on an Alternative App Marketplace (Japan, Brazil).
D. Lastly, the Core Technology Commission applies to any sales on a website of digital goods or services (including one-time purchases and auto-renewing subscriptions) that can be used in an Application distributed on an Apple platform, if the sales were initiated within seven (7) calendar days after the end user taps or scans an actionable link to go from Your Alternative App Marketplace (Japan, Brazil) or Application distributed on an Alternative App Marketplace (Japan, Brazil) Application to the website. In such instances, where the sale is a subscription (including free trials or offers), subsequent auto-renewals are also sales covered under this Section 4(C).
E. The Core Technology Commission is five percent (5%) of all sales covered in this Section 4. Such commission applies to all amounts payable by each end user, subject to any refunds, reversals, or chargebacks, net of transaction taxes charged by You.
5.1 General
A. For the purposes of Sections 3.4 and 3.5, and this Section 5, “Apple” may be an Apple Entity, depending on Your location, or the storefront of the end user. See the Apple Materials for more details. This Section 5 applies to any sales subject to commissions and/or fees owed to Apple under Sections 3 and/or 4.
B. Solely for the purpose of sales covered under this Section 5, You act as the seller in Your own name and on Your own account.
5.2 Reporting, Invoicing, Payments
A. You must provide Apple with reports of sales, according to the timelines and requirements provided in the Apple Materials.
B. Apple will issue an invoice to You for all commissions and any applicable taxes or other charges owed and will use commercially reasonable efforts to do so within fifteen (15) calendar days of receiving the report(s) covering a calendar month. The invoice may be issued by an affiliate of Apple. Within thirty (30) calendar days of the invoice being issued, You shall pay all commissions and any applicable taxes as directed by Apple in the Apple Materials and in the currency stated in the invoice, using a payment method approved by Apple for You (as may be modified by Apple from time to time).
C. Any payment dispute must be submitted before payment is due. If the parties determine that certain billing inaccuracies are attributable to Apple, Apple will issue a subsequent corrected invoice. If the reports You submit show You issued a refund, Apple will reimburse You the commission paid to Apple on the sale to which the refund relates, and will do so in the form of credit in future invoices.
D. Where a sale subject to commissions and/or fees to Apple under Section 3 and/or 4 is made by someone other than You, You must have an agreement with them that applies the requirements of this Attachment to those sales, and You are responsible (including by enforcing Your agreement with them if necessary) for ensuring they send reports of sales to Apple and pay Apple applicable commissions and/or fees, in accordance with the timelines and requirements in the Apple Materials and this Attachment.
E. This Section 5.2(E) applies in addition to Apple’s other rights under the Agreement, and any other remedies at law or equity. Late payments shall bear interest at the rate of one percent (1%) per month or the highest rate permitted by law, whichever is less. And if You fail to pay Apple any or all amounts due and owed by You or any of Your affiliates to Apple under or in connection with the Agreement or any other agreement, Apple reserves the right, at any time and from time to time, to offset those amounts (in whole or in part) against any amounts (including any amounts collected by Apple on Your behalf from end users) owed by Apple to You or Your affiliates. If any amounts to be set off are expressed in different currencies, Apple may convert any such amounts to the remittance currency agreed between Apple and You in accordance with an exchange rate fixed for the Delivery Period, as reflected in App Store Connect, as may be updated from time to time. Any exercise by Apple of its rights under this Section shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.
5.3 Taxes
A. You are responsible for taxes, including (but not limited to): (i) determining if a sale is taxable; (ii) charging and collecting the taxes at the applicable rate; (iii) remitting the taxes to the appropriate taxing authority; and (iv) providing any required documentation to the end user or appropriate taxing authority. If Apple determines that it is obligated to collect or remit any taxes in respect of a sale, such taxes (and any information required by Apple to determine such taxes) will be separately collected by Apple from You, and You will remit such taxes to Apple in accordance with the terms of this Attachment.
B. Apple may invoice You for any applicable taxes, levies, duties, costs, charges, deductions, or any charges of equivalent effect, as imposed by any tax authority on or with respect to any commission. Apple shall determine, collect, and remit such applicable taxes to the competent tax authorities, and You agree to pay such taxes as invoiced by Apple. In the event that any tax authority imposes any tax compliance responsibility on You including, without limitation, reverse charge accounting, self accounting, and reporting, You shall take full responsibility for such compliance obligations.
C. If Apple is obligated to collect or pay any taxes not covered in this Attachment in respect of Your payment to Apple, such taxes will be invoiced to You, and You will pay such taxes to Apple.
D. To the extent withholding taxes are required under applicable law to be deducted from or in respect of any amount payable to Apple under the terms of this Attachment, You will: (i) pay such additional amounts as may be necessary to ensure that Apple receives a net amount equal to the full amount which it would have received under the terms of this Attachment if no deduction or withholding had been made; (ii) make such deductions; (iii) deposit such taxes with the relevant governmental tax authority within the time as prescribed under applicable law; and (iv) provide Apple with documentation, reasonably satisfactory to Apple, of such remittance.
E. You represent You are appropriately registered in the applicable jurisdiction, have a valid identifier in compliance with the applicable jurisdiction, and will notify Apple if You cease to be registered or hold the valid identifier. In addition, You will timely provide Apple with any applicable identifiers, proof of registration, tax documentation, certification, or information requested by Apple, and failure to do so may result in revocation of Your or Your Application’s ability to operate an Alternative App Marketplace (Japan, Brazil), to be distributed on an Alternative App Marketplace (Japan, Brazil), or to use Alternative Payment Processing, or Out-of-App Offers among any other rights Apple has under the Agreement. You agree to indemnify and hold harmless the Apple Indemnified Parties for any Losses arising from this requirement.
5.4 Apple’s Right to Audit
Notwithstanding any term to the contrary, You shall maintain and keep complete and accurate books and records concerning the amounts payable to Apple arising from sales, and refunds claimed, including taxes, for three (3) years following the date of transmission of reports to Apple. Apple may examine and audit Your books and records relating to any sales covered under this Section 5 and refunds claimed on such sales during such three-year period to verify the accuracy of payments to Apple. For clarity, Apple may not seek to examine and audit all Your financial data, but only those data relevant to determining the accuracy of Apple’s commission, payments to Apple and refunds claimed. To satisfy an audit request, You must, within thirty (30) days of the request, allow an audit to take place. Apple may appoint an independent certified public accountant not then engaged in any audit of Apple or You to audit applicable books and records of You at a mutually agreed time and place during Your normal business hours.
6.1 Entitlement Profiles
A. Some capabilities in this Attachment require an entitlement profile. In such cases, You may use the entitlement profile only with the Application for which You requested the entitlement profile and for which Apple has approved its use. You agree to submit true, accurate, and complete information to Apple regarding Your requested use of such entitlement profiles and associated APIs, and to update Apple according to instructions provided in the Apple Materials if any of Your information changes. You acknowledge that changes may affect Your continued eligibility for an entitlement profile. Apple will review Your request and reserves the right to not provide You with an entitlement profile in its sole discretion, in which case You will not be able to use the entitlement profile or associated APIs, and to revoke such entitlement profile, in its sole discretion. Apple will not be liable to You for declining Your request for an entitlement profile or to access associated APIs even if You have agreed to this Attachment.
B. You acknowledge and agree that You will not use, or attempt to use, the associated APIs or engage in permitted capabilities (e.g., distributing Applications, Alternative Payment Processing and/or Out-of-App Offers) unless You have received the relevant entitlement profile from Apple. If You receive an entitlement profile, then subject to the terms and conditions of this Attachment and the Agreement, Apple hereby grants You during the Term a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to:
C. The entitlement profile for Out-of-App Offers and Alternative Payment Processing is only permitted for use when Your Application is distributed on the App Store.
D. You agree to use, only through the use of the relevant entitlement profile, the associated APIs and permitted capabilities only as expressly permitted in this Attachment and in the Apple Materials. You agree not to use or attempt to use such entitlement profiles in or with any of Your Applications not granted the entitlement profile or with any other developer’s Applications. You may not use entitlement profiles provided under this Attachment with applications developed or distributed under the Apple Developer Enterprise Program License Agreement.
6.2 Reservation of Rights
While in no way limiting Apple’s other rights under the Agreement, or any other remedies at law or equity, if Apple has reason to believe You or Your Applications have failed to comply with any of the requirements of this Attachment or the Agreement, Apple reserves the right to revoke Your access to any or all of the APIs associated with this Attachment immediately upon notice to You; require You to remove from Your Application an entitlement profile associated with this Attachment; block updates of, hide, or remove Your Applications from the App Store; block Your Applications from distribution or updates on Apple platforms; and/or to suspend or remove You from the Apple Developer Program.
(to the Agreement)
Additional Terms for iOS and iPadOS Apps in China mainland
1. As of March 15, 2026, the terms in this Attachment 13 apply to commissions and payments for Applications distributed on the China mainland storefront of the App Store on iOS and iPadOS.
2. The Paid Applications Agreement is amended and restated so that Apple’s standard commission rate for the sale of Licensed Applications is twenty-five percent (25%). And the Paid Applications Agreement and Mini Apps Partner Program Addendum are amended and restated so that (1) while You are a participant in the App Store Small Business Program; (2) where the sale qualifies for a program rate under the Mini Apps Partner Program; or (3) where there is a qualifying auto-renewing subscription purchase beyond one year as described in the Paid Applications Agreement, the commission rate is twelve percent (12%).
(to the Agreement)
Additional Terms for Apps in the European Union
This Attachment is effective as of October 1, 2026, or the date on which You sign this Agreement including this Attachment 14, whichever is later.
This Attachment replaces and supersedes the terms of any “Alternative Terms Addendum for Apps in the EU” and “StoreKit External Purchase Link Addendum for Apps in the EU” that You signed previously.
“Alternative App Marketplace (EU)” means Your Application that has as its primary purpose the discovery and distribution of other Applications, and has obtained the relevant entitlement profile for doing so. For the purposes of this Attachment, “Applications” includes Your Applications as well as Applications from other developers unless otherwise specified.
“Alternative Payment Processing” means providing a payment system (“Alternative Payment System”) that is not Apple's in-app purchase system for selling digital goods and services within Your Application (including in a web view) that is distributed on the App Store, in accordance with the requirements of Section 3 of this Attachment.
“Apple Entity” means any of the following: Apple Inc., located at One Apple Park Way, Cupertino, California; Apple Canada Inc., located at 120 Bremner Blvd., Suite 1600, Toronto ON M5J0A8, Canada; Apple Services LATAM LLC, located at 2811 Ponce De Leon Boulevard, Floor 12, Coral Gables, Florida; or Apple Distribution International Ltd., located at Hollyhill Industrial Estate, Hollyhill, Cork, Republic of Ireland.
“Apple Materials” means the Documentation, entitlement profiles, and other materials provided by Apple to You, and which are incorporated by reference into the requirements of Section 3 of this Attachment.
“Licensed Application” means an Application that (a) meets and complies with all of the Documentation and Program Requirements, and (b) has been selected and digitally signed by Apple for distribution, including via an Alternative App Marketplace (EU) or Your Website (EU), or as an Alternative App Marketplace (EU), and includes any additional functionality, content or services provided by You from within such Application using the In-App Purchase API or otherwise.
“Licensed Application Information” means screenshots, images, artwork, previews, icons and/or any other text, descriptions, representations or information relating to a Licensed Application that You provide to Apple for use in accordance with this Attachment, the Paid Applications Agreement, and/or Schedule 1.
“Out-of-App Offers” means directing end users from Your Application that is distributed on the App Store to digital goods or services (including apps) that are available for purchase or download from You or others at a destination outside Your Application, in a distribution channel of Your choice, in accordance with the requirements of Section 3 of this Attachment. The distribution channel can be a website, Alternative App Marketplace (EU), or app. You may choose to direct end users using an actionable link (i.e., a link that can be tapped or scanned). For clarity, You and others may also conclude contracts with end users after You provide Out-of-App Offers to them. Where Applications can be downloaded through alternative distribution is governed by Section 2.
“Website (EU)” means a website that You own, operate, and have registered with Apple, from which You distribute Your Applications, including Your Alternative App Marketplace (EU). Requirements for Your Website (EU) apply only to the aspects of Your Website (EU) used in connection with the marketing, sale, or distribution of Your Applications.
2.1 Alternative App Marketplaces (EU) and Website Distribution
A. You must obtain an entitlement profile for Your Application for it to be an Alternative App Marketplace (EU). The entitlement profile for the EU is compatible only with devices in the EU on iOS 17.4 or iPadOS 18.0, or later. You must request access on the Apple Developer Program web portal to distribute Your Applications through Your Website (EU); distribution through Your Website (EU) is compatible only with devices in the EU on iOS 17.5 or iPadOS 18.0, or later. In addition to the requirements in the Agreement and the Apple Materials, the following requirements must be met for Your Alternative App Marketplace (EU) or Your Application distributed through Your Website (EU):
B. In addition, to help verify that installations of Applications from Your Alternative App Marketplace (EU) or Your Website (EU) are valid, Your Alternative App Marketplace (EU) or Your Website (EU) (as applicable) must:
2.2 Applications distributed through an Alternative App Marketplace (EU) or Your Website (EU)
A. Entitlement profiles You request that are available for Applications when they are distributed on the App Store on iOS and/or iPadOS in the EU may be used for Applications when they are distributed through Alternative App Marketplaces (EU) or Your Website (EU) on iOS and/or iPadOS in the EU, unless otherwise noted by Apple. Entitlement profiles that pertain to digital commerce in App Store apps may only be used by Applications when they are distributed on the App Store. For clarity, this includes the entitlement profile for Out-of-App Offers or offering Alternative Payment Processing under this Attachment.
B. Apple reserves the right to communicate with any Alternative App Marketplace (EU) through which Your Application is distributed about the status of Your Application, any fraudulent, malicious, or illegal behavior associated with Your Application, and anything else that Apple believes impacts the safety, security, or privacy of end users.
C. Your Application must not infringe the intellectual property of Apple or others. If You become aware that content in Your Application infringes the intellectual property of Apple or others, You must act expeditiously to remove or disable access to that content.
2.3 General Terms for Alternative Distribution
A. For clarity, the terms of this Section 2.3 apply to Alternative App Marketplaces (EU), Your Website (EU), and Applications distributed through Alternative App Marketplaces (EU) or Your Website (EU).
B. To be available for installation on iOS and/or iPadOS, Alternative App Marketplaces (EU) and Applications distributed through Alternative App Marketplaces (EU) or Your Website (EU) must follow the terms of this Attachment and the Agreement, including the Notarization Review Guidelines.
C. Terms of the Agreement (Sections 1-14, and all Attachments, Schedules, and Exhibits) that apply to Applications or Licensed Applications (including when distributed on the App Store), also apply to Applications and Licensed Applications when they are distributed through Alternative App Marketplaces (EU) or Your Website (EU), as well as Alternative App Marketplaces (EU), except as follows:
This Section 2.3(C) has no bearing on the terms of the Agreement that apply to Applications and Licensed Applications when they are distributed on the App Store, even if the bundle ID is the same.
D. Metadata You provide Apple through App Store Connect or the Marketplace Search API for Your Alternative App Marketplace (EU), Your Applications distributed through Your Website (EU), or Your or other developers’ Applications distributed through an Alternative App Marketplace (EU) must be suitable for all audiences (age 4+).
E. Notwithstanding the terms of the Agreement, You give Apple permission to use Your Licensed Application Information submitted through App Store Connect, and any such metadata provided by an Alternative App Marketplace (EU) that distributes Your Licensed Application and integrates with the Marketplace Search API, for search and discovery of content through iOS on iOS devices and through iPadOS on iPadOS devices, as applicable. In addition, You agree that unless You inform Apple otherwise in writing, Apple may use Your submitted metadata at Apple Developer events (e.g., the Worldwide Developers Conference, online videos) and in developer documentation.
F. You certify that each of the Applications You deliver to Apple for which You indicate intent to distribute as an Alternative App Marketplace (EU), or intent to distribute through an Alternative App Marketplace (EU) or Your Website (EU), is authorized for export from the United States to anywhere in the European Union where You distribute, 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 Applicable European Laws. 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 uses as defined and scoped in 15 C.F.R § 744. Without limiting the generality of this Section 2.3(F) You certify that: (i) none of the Applications contains, uses or supports any data encryption or cryptographic functions; or (ii) in the event that any 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 as well as the Applicable European Laws, and are in possession of, and will, upon request, provide Apple with PDF copies of export classification rulings (“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 regions that mandate import authorizations for that Application, as required. For clarity, if You engage a Service Provider to assist You in using the Apple Software and Services provided pursuant to this Attachment, in addition to the other requirements set forth in the Agreement, such Service Provider must comply with the requirements set forth in Section 14.8 of the Agreement.
G. Your Alternative App Marketplace (EU), Your Website (EU), or Application distributed through an Alternative App Marketplace (EU) or Your Website (EU), must not infringe Apple’s intellectual property or appear confusingly similar to the App Store or an Apple product, service, interface, computer software application, or advertising theme (including, but not limited to, use of App Store, TestFlight, App Store Connect, the App Store icon, the TestFlight icon, and the App Store Connect icon). You shall not apply for or register a trademark, service mark, or copyright for or incorporating an Apple trademark, service mark, graphic symbol, logo, icon, trade dress, slogan, or similar variation as a company, product, or service name (including the name of Your Alternative App Marketplace (EU) or Your Website (EU)). You shall not, indirectly or directly, suggest or imply that Apple recommends, endorses, or sponsors You, the Alternative App Marketplace (EU), Your Website (EU), or any Application. Absent an express written license, use of an Apple trademark, service mark, trade dress, slogan, graphic symbol, logo, icon, or similar variation in a manner suggesting or implying affiliation, endorsement, or sponsorship by Apple violates the terms of this Agreement.
H. Your Alternative App Marketplace (EU), or Application distributed through an Alternative App Marketplace (EU) or Your Website (EU), may not aggregate and display links that direct end users to the App Store (for example, as a storefront or marketplace).
I. Your Alternative App Marketplace (EU), or Application distributed through an Alternative App Marketplace (EU) or Your Website (EU) must:
3.1 Eligibility and Program Requirements for Alternative Payment Processing and Out-of-App Offers
A. To use Alternative Payment Processing or Out-of-App Offers, Your Application must:
B. You must ensure that Your Application does not offer:
C. Your Application may not use disparaging language or visual treatments that discourage or interrupt use of Apple's in-app purchase system.
D. You may elect to offer Alternative Payment Processing and/or Out-of-App Offers with an actionable link, and such election may include Apple’s in-app purchase system. You may also elect to offer Apple’s in-app purchase system on its own. After the effective date of this Agreement including Attachment 14, or when You first accept such Agreement, whichever is later, any changes You make to Your elections in Applications already distributed on the App Store remain in effect for twelve (12) months. After such date, for any Application You newly submit for App Store distribution, Your election when the Application is first distributed on the App Store remains in effect for twelve (12) months. Each election You make applies across all the EU storefronts, and subsequent elections also remain in effect for twelve (12) months. For clarity, Your election in this Section 3.1(D) does not affect Your use of Out-of-App Offers without actionable links, which You may offer (or not) at any time, on any EU storefront, subject to the other provisions of this Attachment, including the use of the entitlement specified in the Apple Materials.
E. Where the App Review Guidelines require use of Apple’s in-app purchase system, You may choose to instead offer Alternative Payment Processing.
F. Where Your Application offers Alternative Payment Processing and/or Out-of-App Offers with actionable links (collectively, “payment options”) as well as Apple’s in-app purchase system, for each digital purchase merchandised on any user interface of Your Application, You must:
G. Where Your Application does not offer Apple’s in-app purchase system and offers both Alternative Payment Processing and Out-of-App Offers with actionable links, to ensure that users have a genuine opportunity to choose, for each digital purchase merchandised, the Alternative Payment Processing option must be viewable and selectable, in a manner that does not discourage or obfuscate its use, on the same screen as the Out-of-App Offer with actionable links.
H. You may not include information about purchasing via an Out-of-App Offer, or with Alternative Payment Processing, on the App Store product page of Your Application.
I. Notwithstanding Section 3.3.9(C) of the Agreement, the Apple Pay APIs may be used in Your Application for digital purchases offered via Out-of-App Offers or Alternative Payment Processing.
J. Where Your Application uses Alternative Payment Processing and/or Out-of-App Offers with actionable links, You may not use the StoreKit External Link Account entitlement profile for reader apps. However, Your Application may provide Out-of-App Offers without actionable links, and a link using the StoreKit External Link Account entitlement, so long as such Out-of-App Offers are not on the same page within Your Application as any link using the StoreKit External Link Account entitlement.
K. TestFlight may be used for purposes of beta testing Alternative Payment Processing and/or Out-of-App Offers, provided that any transactions incurred in such testing are provided to testers at no cost.
3.2 Alternative Payment Processing: Design and Technical Requirements
A. Prior to each payment flow where the end user would make a purchase using Your Alternative Payment System, and each flow to enter payment information for Your Alternative Payment System, even if not for a specific purchase, You must call the relevant StoreKit APIs to (1) determine that You may use Alternative Payment Processing and confirm eligibility and ability to make payments; and (2) when applicable, display the system disclosure sheet.
B. The in-app payment flow You provide for end users using Your Alternative Payment System must complete within Your same Application.
C. Nor may the in-app payment flow contain any hidden, dormant, or undocumented payment functionality or behavior.
3.3 Out-of-App Offers: Design and Technical Requirements
A. Prior to each instance of Out-of-App Offers using an actionable link from Your Application to take the end user to a destination of Your choice to purchase digital goods or services, You must call the relevant StoreKit APIs to (1) determine that You may use Out-of-App Offers, and confirm eligibility and ability to make payments; and (2) when applicable, display the system disclosure sheet.
B. In addition to requirements provided in the Apple Materials, any actionable link You provide in Your Application for Out-of-App Offers under this Attachment must:
3.4 Commerce Requirements
A. Digital goods or services sold to end users after Out-of-App Offers from Your Application, which are marketed as being for use in an app, must be available for use in that app.
B. If Your Application uses Alternative Payment Processing or Out-of-App Offers to engage in misleading, fraudulent, improper, unlawful, or dishonest acts or practices such as bait and switch, scams, or payment fraud, it will be removed from the App Store and You may be removed from the Apple Developer Program.
C. You certify that any payment service provider You use outside or within Your Application meets Level 1 Payment Card Industry (PCI) compliance for handling credit and debit card data, and complies with the Payment Services Directive when not handling credit and debit card data.
D. You agree to make a customer service process available for end users, including a process to dispute unauthorized transactions, manage subscriptions (if applicable), and request refunds.
3.5 Commissions and Payments in the EU Storefronts of the App Store
A. For Alternative Payment Processing, Apple is entitled to an App Store commission of twenty percent (20%) of resulting sales of digital goods or services, including one-time purchases and auto-renewing subscriptions. The commission rate is ten percent (10%) for such transactions (1) while You are a participant in the App Store Small Business Program; (2) where Your Application participates in the Apple Video Partner Program, or Mini Apps Partner Program, and the transaction would have qualified for a program rate if made with Apple’s in-app purchase system; or (3) where the transaction is an auto-renewal in the second year or later of an auto-renewing subscription. For the App Store Small Business Program, any transaction proceeds (net of Apple’s commission and certain taxes and adjustments) You earn count towards program eligibility. Such commission applies to all amounts payable by each end user, subject to any refunds, reversals, or chargebacks, net of transaction taxes charged by You.
B. For Apple’s in-app purchase system, the Paid Applications Agreement is amended and restated for resulting sales so that Apple’s commission rate for the sale of Licensed Applications is twenty-six percent (26%). And (1) while You are a participant in the App Store Small Business Program; (2) where the sale qualifies for a program rate under the Apple Video Partner Program, or Mini Apps Partner Program; or (3) where there is a qualifying auto-renewing subscription purchase beyond one year as described in the Paid Applications Agreement, the commission rate is fifteen percent (15%).
C. For Out-of-App Offers, Apple is entitled to a store services commission of fifteen percent (15%) on sales of promoted digital goods or services (including one-time purchases and auto-renewing subscriptions) at the destination, provided they are usable in an Application distributed on the App Store and initiated within seven (7) calendar days after the end user taps or scans an actionable link to go from Your Application to the destination. When the actionable link (via text, visual/audio means, and/or the link itself) refers to a specific Application distributed on the App Store, or specific items within such an Application, all digital goods and services usable within that Application are considered promoted. Digital goods and services that cannot be used in that Application are not considered promoted. The commission rate is ten percent (10%) for such transactions (1) while You are a participant in the App Store Small Business Program; (2) where Your Application participates in the Apple Video Partner Program or Mini Apps Partner Program and the transaction would have qualified for a program rate if made with Apple’s in-app purchase system; or (3) where the transaction is an auto-renewal in the second year or later of an auto-renewing subscription. For the App Store Small Business Program, any transaction proceeds (net of Apple’s commission and certain taxes and adjustments) You earn count towards program eligibility. Where the transaction is a subscription (including free trials or offers), subsequent auto-renewals are all subject to commission. Such commission applies to all amounts payable by each end user, subject to any refunds, reversals or chargebacks, net of transaction taxes charged by You.
A. The terms of this Section 4 apply to Alternative App Marketplaces (EU), or to Applications distributed on an Alternative App Marketplace (EU) or from Your Website (EU).
B. The Core Technology Commission applies to any sales of digital goods or services (including one-time purchases and auto-renewing subscriptions) that are completed in Your Alternative App Marketplace (EU), or in Your Application distributed on an Alternative App Marketplace (EU) or from Your Website (EU), and can be used in an Application distributed on an Apple platform.
C. The Core Technology Commission also applies to any sales of digital goods or services on an Apple platform (including one-time purchases and auto-renewing subscriptions) that are required to download or access an Alternative App Marketplace (EU), or an Application distributed on an Alternative App Marketplace (EU) or from Your Website (EU).
D. Lastly, the Core Technology Commission applies to any sales on a website of promoted digital goods or services (including one-time purchases and auto-renewing subscriptions) that can be used in an Application distributed on an Apple platform, if the sales were initiated within seven (7) calendar days after the end user taps or scans an actionable link to go from Your Alternative App Marketplace (EU), or Application distributed on an Alternative App Marketplace (EU) or Your Website (EU), to that website. When the actionable link (via text, visual/audio means, and/or the link itself) refers to a specific Application, or specific items within such an Application, all digital goods and services usable within that Application are considered promoted. In such instances, where the sale is a subscription (including free trials or offers), subsequent auto-renewals are also sales covered under this Section 4(D).
E. The Core Technology Commission is five percent (5%) of all sales covered in this Section 4. Such commission applies to all amounts payable by each end user, subject to any refunds, reversals, or chargebacks, net of transaction taxes charged by You.
F. Notwithstanding the above provisions, if You distribute an Alternative App Marketplace (EU) and You earned less than €10 million in global revenue in the past 12 months, You may register following the instructions in the Apple Materials as a small marketplace operator. If You register as a small marketplace operator, the Core Technology Commission does not apply to any fee charged by You for the purpose of downloading Your Alternative App Marketplace (EU), or any fee charged by You as a recurring charge to download or access Applications distributed by Your Alternative App Marketplace (EU), until You have earned €1 million or more in total revenue from those fees. For clarity, You must continue to report all such transactions to Apple as specified in the Apple Materials, and to follow the instructions in the Apple Materials for marking which transactions are subject to this Section 4(F). And the Core Technology Commission is not waived and continues to apply to any other sales of digital goods and services that would otherwise qualify under this Section 4 for Your Alternative App Marketplace (EU).
5.1 General
A. For the purposes of Sections 3.4 and 3.5, and this Section 5, “Apple” may be an Apple Entity, depending on Your location, or the storefront of the end user. See the Apple Materials for more details. This Section 5 applies to any sales subject to commissions and/or fees owed to Apple under Sections 3 and/or 4.
B. Solely for the purpose of sales covered under this Section 5, You act as the seller in Your own name and on Your own account.
5.2 Reporting, Invoicing, Payments
A. You must provide Apple with reports of sales, according to the timelines and requirements provided in the Apple Materials.
B. Apple will issue an invoice to You for all commissions and any applicable taxes or other charges owed and will use commercially reasonable efforts to do so within fifteen (15) calendar days of receiving the report(s) covering a calendar month. The invoice may be issued by an affiliate of Apple. Within thirty (30) calendar days of the invoice being issued, You shall pay all commissions and any applicable taxes as directed by Apple in the Apple Materials and in the currency stated in the invoice, using a payment method approved by Apple for You (as may be modified by Apple from time to time).
C. Any payment dispute must be submitted before payment is due. If the parties determine that certain billing inaccuracies are attributable to Apple, Apple will issue a subsequent corrected invoice. If the reports You submit show You issued a refund, Apple will reimburse You the commission paid to Apple on the sale to which the refund relates, and will do so in the form of credit in future invoices.
D. Where a sale subject to commissions and/or fees to Apple under Section 3 and/or 4 is made by someone other than You, You must have an agreement with them that applies the requirements of this Attachment to those sales, and You are responsible (including by enforcing Your agreement with them if necessary) for ensuring they send reports of sales to Apple and pay Apple applicable commissions and/or fees, in accordance with the timelines and requirements in the Apple Materials and this Attachment.
E. This Section 5.2(E) applies in addition to Apple’s other rights under the Agreement, and any other remedies at law or equity. Late payments shall bear interest at the rate of one percent (1%) per month or the highest rate permitted by law, whichever is less. And if You fail to pay Apple any or all amounts due and owed by You or any of Your affiliates to Apple under or in connection with the Agreement or any other agreement, Apple reserves the right, at any time and from time to time, to offset those amounts (in whole or in part) against any amounts (including any amounts collected by Apple on Your behalf from end users) owed by Apple to You or Your affiliates. If any amounts to be set off are expressed in different currencies, Apple may convert any such amounts to the remittance currency agreed between Apple and You in accordance with an exchange rate fixed for the Delivery Period, as reflected in App Store Connect, as may be updated from time to time. Any exercise by Apple of its rights under this Section shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.
5.3 Taxes
A. You are responsible for taxes, including (but not limited to): (i) determining if a sale is taxable; (ii) charging and collecting the taxes at the applicable rate; (iii) remitting the taxes to the appropriate taxing authority; and (iv) providing any required documentation to the end user or appropriate taxing authority. If Apple determines that it is obligated to collect or remit any taxes in respect of a sale, such taxes (and any information required by Apple to determine such taxes) will be separately collected by Apple from You, and You will remit such taxes to Apple in accordance with the terms of this Attachment.
B. Apple may invoice You for any applicable taxes, levies, duties, costs, charges, deductions, or any charges of equivalent effect, as imposed by any tax authority on or with respect to any commission. Apple shall determine, collect, and remit such applicable taxes to the competent tax authorities, and You agree to pay such taxes as invoiced by Apple. In the event that any tax authority imposes any tax compliance responsibility on You including, without limitation, reverse charge accounting, self accounting, and reporting, You shall take full responsibility for such compliance obligations.
C. If Apple is obligated to collect or pay any taxes not covered in this Attachment in respect of Your payment to Apple, such taxes will be invoiced to You, and You will pay such taxes to Apple.
D. To the extent withholding taxes are required under applicable law to be deducted from or in respect of any amount payable to Apple under the terms of this Attachment, You will: (i) pay such additional amounts as may be necessary to ensure that Apple receives a net amount equal to the full amount which it would have received under the terms of this Attachment if no deduction or withholding had been made; (ii) make such deductions; (iii) deposit such taxes with the relevant governmental tax authority within the time as prescribed under applicable law; and (iv) provide Apple with documentation, reasonably satisfactory to Apple, of such remittance.
E. You represent You are appropriately registered in the applicable jurisdiction, have a valid identifier in compliance with the applicable jurisdiction, and will notify Apple if You cease to be registered or hold the valid identifier. In addition, You will timely provide Apple with any applicable identifiers, proof of registration, tax documentation, certification, or information requested by Apple, and failure to do so may result in revocation of Your or Your Application’s ability to operate an Alternative App Marketplace (EU), to be distributed on an Alternative App Marketplace (EU) or on Your Website (EU), or to use Alternative Payment Processing or Out-of-App Offers, among any other rights Apple has under this Attachment or the Agreement. You agree to indemnify and hold harmless the Apple Indemnified Parties for any Losses arising from this requirement.
5.4 Apple’s Right to Audit
Notwithstanding any term to the contrary, You shall maintain and keep complete and accurate books and records concerning the amounts payable to Apple arising from sales, and refunds claimed, including taxes, for three (3) years following the date of transmission of reports to Apple. Apple may examine and audit Your books and records relating to any sales covered under this Section 5 and refunds claimed on such sales during such three-year period to verify the accuracy of payments to Apple. For clarity, Apple may not seek to examine and audit all Your financial data, but only those data relevant to determining the accuracy of Apple’s commission, payments to Apple and refunds claimed. To satisfy an audit request, You must, within thirty (30) days of the request, allow an audit to take place. Apple may appoint an independent certified public accountant not then engaged in any audit of Apple or You to audit applicable books and records of You at a mutually agreed time and place during Your normal business hours.
6.1 Entitlement Profiles
A. Some capabilities in this Attachment require an entitlement profile. In such cases, You may use the entitlement profile only with the Application for which You requested the entitlement profile and for which Apple has approved its use. You agree to submit true, accurate, and complete information to Apple regarding Your requested use of such entitlement profiles and associated APIs, and to update Apple according to instructions provided in the Apple Materials if any of Your information changes. You acknowledge that changes may affect Your continued eligibility for an entitlement profile. Apple will review Your request and reserves the right to not provide You with an entitlement profile in its sole discretion, in which case You will not be able to use the entitlement profile or associated APIs, and to revoke such entitlement profile, in its sole discretion. Apple will not be liable to You for declining Your request for an entitlement profile or to access associated APIs even if You have agreed to this Attachment.
B. You agree that You will not use, or attempt to use, the associated APIs or engage in permitted capabilities (e.g., distributing Applications, Alternative Payment Processing and/or Out-of-App Offers) unless You have received the relevant entitlement profile from Apple. If You receive an entitlement profile, subject to the terms and conditions of this Attachment and the Agreement, Apple hereby grants You during the Term a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to:
C. The entitlement profile for Out-of-App Offers and Alternative Payment Processing is only permitted for use when Your Application is distributed on the App Store.
D. You agree to use, only through the use of the relevant entitlement profile, the associated APIs and permitted capabilities only as expressly permitted in this Attachment and in the Apple Materials. You agree not to use or attempt to use such entitlement profiles in or with any of Your Applications not granted the entitlement profile or with any other developer’s Applications. You may not use entitlement profiles provided under this Attachment with applications developed or distributed under the Apple Developer Enterprise Program License Agreement.
6.2 Reservation of Rights
While in no way limiting Apple’s other rights under the Agreement, or any other remedies at law or equity, if Apple has reason to believe You or Your Applications have failed to comply with any of the requirements of this Attachment or the Agreement, Apple reserves the right to revoke Your access to any or all of the APIs associated with this Attachment immediately upon notice to You; require You to remove from Your Application an entitlement profile associated with this Attachment; block updates of, hide, or remove Your Applications from the App Store; block Your Applications from distribution or updates on Apple platforms; and/or to suspend or remove You from the Apple Developer Program.
6.3 Choice of Law and Jurisdiction
For clarity, this Attachment forms part of the European Relationship for the purposes of Section 14.10(d) of the Agreement and all contractual and non-contractual obligations arising out of, or in connection with this Attachment, shall be governed by and construed in accordance with Irish law. For purposes of this Attachment 14 only, this provision shall take precedence to the extent there is any inconsistency with Section 14.10(d) of the Agreement.
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 regions listed on Exhibit A, Section 1 to this Schedule 1, subject to change; and (ii) Your commissionaire for the marketing and delivery of the Licensed Applications to end users located in those regions listed on Exhibit A, Section 2 to this Schedule 1, subject to change, during the Delivery Period. The most current list of App Store regions among which You may select shall be set forth in the App Store Connect tool and the Custom App Distribution Site 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 or the Custom App Distribution Site, for You and on Your behalf. For purposes of this Schedule 1, the following terms apply:
“Custom App” or “Custom Application” means a Licensed Application custom developed by You for use by specific organizations or third-party business customers, including proprietary Licensed Applications developed for Your organization’s internal use.
“Volume Content Service” means an Apple service that offers the ability to obtain Custom Applications and make purchases of Licensed Applications in bulk subject to the Volume Content 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:
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 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 further provided that, solely with respect to Your end users, subsections 1.2(b), (c), and (d) of this Schedule 1 shall survive termination or expiration of the Agreement unless You indicate otherwise pursuant to sections 4.1 and 6.2 of this Schedule 1.
1.5 All of the Licensed Applications delivered by You to Apple under Section 2.1 of this Schedule 1 shall be made available by Apple for download by end users at no charge. Apple shall have no duty to collect any fees for the Licensed Applications for any end user and shall have no payment obligation to You with respect to any of those Licensed Applications under this Schedule 1. In the event that You intend to charge end users a fee for any Licensed Application or In-App Purchase, You must enter (or have previously entered) into a separate extension of this agreement (Schedule 2) with Apple with respect to that Licensed Application. In the event that You intend to charge end users a fee for any Custom Apps, You must enter (or have previously entered) into a separate extension of this agreement (Schedule 3) with Apple with respect to that Custom App.
2.1 You will deliver to Apple, at Your sole expense, using the App Store 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 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 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 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 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 advisory warnings required by the applicable government regulations, ratings board(s), service(s), or other organizations (each a “Ratings Board”) for any video, television, gaming or other content offered in Your Licensed Application for each locality in the Territory. Where applicable, you shall also be responsible for providing any content restriction tools or age verification functionality before enabling end users to access mature or otherwise regulated content within Your Licensed Application.
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 1 may enable authorized third parties to host, the Licensed Application(s), and is allowing the download of those Licensed Application(s) by end users, on Your behalf. However, You are responsible for hosting and delivering content or services sold or delivered 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 of the Agreement. The parties acknowledge and agree that Apple shall not acquire any ownership interest in or to any of the Licensed Applications or Licensed Applications 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 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 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.
3.4 As set forth in Guideline 3.1.3(a) “Reader” Apps, a Licensed Application may read or play content (specifically: magazines, newspapers, books, audio, music, and video) that is offered outside of the Licensed Application (such as, by way of example, through Your website) provided that, except in the United States storefront, where this prohibition does not apply, 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 Purchase API, provided that such user consents to the provision of data to You, and further provided that You may only use such data to promote Your own products and do so in strict compliance with Your publicly posted Privacy Policy, a copy of which must be readily viewed and is consented to in Your Licensed Application.
4.1 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 or the Custom App Distribution Site; (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) none of the Custom Apps, or Apple’s or end users’ permitted uses of those Custom Apps, 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 Apps to Apple on behalf of one or more third parties other than under license grant from one or more third parties subject to Apple’s Volume Content Terms and/or Custom App Distribution; (d) each of the Licensed Applications is authorized for distribution, sale and use in, export to, and import into each of the regions designated by You under Section 2.1 of this Schedule 1, in accordance with the laws and regulations of those regions and all applicable export/import regulations; (e) 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 regions You designate under Section 2.1 of this Schedule 1; (f) all information You provide using the App Store 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 App Store Connect tool; and (g) in the event a dispute arises over the content of Your Licensed Applications or use of Your intellectual property on the App Store or the Custom App Distribution Site, You agree to permit Apple to share Your contact information with the party filing such dispute and to follow 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 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.
5.1 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.
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.
6.1 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 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 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 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 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 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.
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.
(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* Anguilla Antigua & Barbuda Bahamas Barbados Belize Bermuda Bolivia* Brazil* British Virgin Islands | Cayman Islands Chile* Colombia* Costa Rica* Dominica Dominican Republic* Ecuador* El Salvador* Grenada Guyana | Guatemala* Honduras* Jamaica Mexico* Montserrat Nicaragua* Panama* Paraguay* Peru* | St. Kitts & Nevis St. Lucia St. Vincent & The Grenadines" Suriname Trinidad & Tobago Turks & Caicos Uruguay Venezuela* |
* 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 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 agreements in his own name but acts on behalf of other persons, as generally recognized in many Civil Law legal systems
Afghanistan Albania Algeria Angola Armenia Austria Azerbaijan Bahrain* Belarus Belgium* Benin Bosnia and Herzegovina Botswana Bulgaria* Burkina-Faso Cameroon Cape Verde Chad China* Congo (Democratic Republic of) Congo (Republic of) Cote d’Ivoire Croatia Cyprus* Czech Republic Denmark* Egypt* Estonia* Finland* France* | Gabon Gambia Georgia Germany* Ghana Greece* Guinea-Bissau Hong Kong* Hungary Iceland* India Indonesia Iraq Ireland* Israel* Italy* Jordan Kazakhstan Kenya Kosovo Kuwait Kyrgyzstan Latvia* Lebanon Liberia Libya Lithuania* Luxembourg* Macedonia Madagascar | Malawi Malaysia* Mali Malta, Republic of* Mauritania Mauritius Moldova Montenegro Morocco Mozambique Namibia Netherlands* Niger Nigeria Norway* Oman Pakistan Philippines* Poland Portugal Qatar* Romania* Russia* Rwanda Sao Tome e Principe | Saudi Arabia* Senegal Serbia Seychelles Sierra Leone Singapore* Slovakia* Slovenia* South Africa Spain* Swaziland Sweden* Switzerland* Taiwan* Tajikistan Tanzania Thailand* Tunisia Türkiye* Turkmenistan UAE* Uganda Ukraine* United Kingdom* Uzbekistan Vietnam* Yemen Zambia Zimbabwe |
You appoint Apple Services Pte. Ltd. as Your commissionaire for the marketing and End-User download of the Licensed and Custom Applications by End-Users located in the regions identified below, as updated from time to time via the App Store Connect site:
Bhutan Brunei Cambodia Laos Macau | Maldives Micronesia, Fed States of Mongolia Myanmar Nepal | Palau Sri Lanka Korea* Fiji Naoero | Papua New Guinea Solomon Islands Tonga Vanuatu |
*Custom Applications are only available in these regions.
(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 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 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 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 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, 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.
(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 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 (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 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 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 Account, 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 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 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 forth 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 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:
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:
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.
(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 Account. 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 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 Account and are not transferable.
6. If a Holder’s order exceeds the amount available on the Promo Codes, Holder must establish an Apple Account 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/billing.
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.
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.
(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.
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 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 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 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: https;://www.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 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 issues 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 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
https://www.cedr.com/p2bmediation/
LYL255
August 18, 2026
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.
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 regions 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 regions listed on Exhibit A, Section 2 to this Schedule 2, subject to change, during the Delivery Period. The most current list of App Store regions among which You may select shall be set forth in the App Store 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 App Store 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 or Legacy Contacts. 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 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 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 addition, You hereby authorize distribution of Your Licensed Applications under this Schedule 1 for use by: (i) end users with accounts associated with another end user’s account via Family Sharing; (ii) eligible Legacy Contacts of an end user to access Your Licensed Application along with associated information and metadata stored in iCloud as described in https://support.apple.com/kb/HT212360; (iii) multiple end users under a single Apple Account when the Licensed Application is provided to such end users through Apple Configurator in accordance with the Apple Configurator software license agreement; and (iv) a single institutional customer via Custom App Distribution for use by its end users and/or for installation on devices with no associated Apple Accounts that are owned or controlled by that institutional customer in accordance with the Volume Content Terms, conditions, and program requirements;
(e) issue invoices for the purchase price payable by End-Users for the Licensed Applications;
(f) use (i) screen shots, previews, and/or up to 30 second excerpts of the Licensed Applications; (ii) trademarks and logos associated with the Licensed Applications; and (iii) Licensed Application Information, for promotional purposes in marketing materials and gift cards and in connection with vehicle displays, 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 and in connection with vehicle displays;
(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 App Store 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.
2.1 You will deliver to Apple, at Your sole expense, using the App Store 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 regions 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; (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 App Store 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 regions listed on Exhibit A, 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 uses. 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 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 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.
2.4 You shall be responsible for determining and implementing any age ratings or parental advisory warnings required by the applicable government regulations, ratings board(s), service(s), or other organizations (each a “Ratings Board”) for any video, television, gaming or other content offered in Your Licensed Application for each locality in the Territory. Where applicable, You shall also be responsible for providing any content restriction tools or age verification functionality before enabling end users to access mature or otherwise regulated content within Your Licensed Application.
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 set forth in the App Store Connect tool, which may be updated from time to time by Apple. In addition, You may, at Your election via App Store 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 in the App Store Connect tool as may be updated from time to time. 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, telecommunications 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 App Store Connect site. You are solely responsible for selecting and maintaining accurate inputs for tax categorization for Your Licensed Applications via the App Store Connect site, which may be updated from time to time. Such tax categorization will be applied to the sale and delivery of Your Licensed Applications. Any adjustments that You make to the tax categorization for Your Licensed Applications will take effect for future sales of Licensed Applications after Apple has processed the adjustment within a reasonable period of time. Adjustments that You make to the tax categorization for Your Licensed Applications will not apply to any sales of Licensed Applications occurring before Apple has processed Your tax categorization adjustment.
If the tax categorization of Your Licensed Applications is deemed to be inaccurate by any tax authority, You are solely responsible for the tax consequences. If Apple deems in its reasonable discretion that the tax categorization of Your Licensed Applications is inaccurate, Apple reserves the right to hold in trust amounts owed to You, until such time as You correct the tax categorization. Upon correction of the tax categorization, Apple will deduct any penalties and interest resulting from the inaccuracy, and remit to You any remaining amounts held in trust by Apple for You, without interest, in accordance with the provisions of this Schedule 2. You shall indemnify and hold Apple harmless against any and all claims by any tax authority for any underpayment or overpayment of any sales, use, goods and services, value added, telecommunications 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 C to this Schedule 2 or on App Store Connect depending upon, among other things, (i) Your region of residence and (ii) the regions 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 C to this Schedule 2, Apple may decide to not remit those amounts to You, and to 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, 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 Retention Grace Periods or Renewal Extension 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. Retention Grace Period refers to the time period between the end of a customer’s subscription (e.g., due to cancelation or non-payment) 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. Renewal Extension Period refers to the time by which You extend the renewal date of the customer’s subscription, without additional charges. For purposes of determining the commissions to which Apple is entitled under this Section 3.4(a), the prices payable by End-Users shall be net of any and all taxes collected, as provided in Section 3.2 of this Schedule 2.
(b) App Store Small Business Program. For Developers who have qualified and been approved by Apple for the App Store Small Business Program, Apple shall be entitled to a reduced commission of 15% of all prices payable by each End-User for sales of Licensed Applications to End-Users located in those regions listed in Exhibit B of this Schedule 2 as updated from time to time via the App Store Connect site. You may qualify for approval in the App Store Small Business Program subject to the terms of the Agreement, this Schedule 2, and the following:
You and Your Associated Developer Accounts must have earned no more than $1,000,000 in total proceeds (sales net of Apple’s commission and certain taxes and adjustments) during the twelve (12) fiscal months occurring in the prior calendar year (“calendar year”), as calculated by Apple under standard business practices.
To enroll in the App Store Small Business Program, You must provide Apple with any requested information related to You and Your Associated Developer Accounts. If there is a change in Your relationship to an Associated Developer Account, You must update such information. An “Associated Developer Account” is any Apple Developer Program account (i) You own or control or (ii) which owns or controls Your account. For example, as the individual or legal entity who accepted the terms of the Agreement and this Schedule 2, You have an Associated Developer Account if any of the following apply:
You and Your Associated Developer Accounts must be in good standing as members of the Apple Developer Program.
Once the total proceeds of You and Your Associated Developer Accounts exceeds $1,000,000 in the current calendar year, You will be charged the standard commission rate set forth in Section 3.4(a) in this Schedule 2 for the remainder of the calendar year.
Apple will determine eligibility and approve qualified Developers for participation in the App Store Small Business Program within fifteen (15) days of the end of each fiscal calendar month.
If the total proceeds of You and Your Associated Developer Accounts amount to no more than $1,000,000 in a future calendar year, You may re-qualify for approval in the App Store Small Business Program in the following calendar year.
If You participate, either as a Transferor or a Recipient (hereafter referred to as an “App Transfer Party”), in the transfer of a Licensed Application, the proceeds associated with that Licensed Application will be included in the calculation of total proceeds of any App Transfer Party to determine eligibility for participation in the App Store Small Business Program. For example, if You transfer a Licensed Application from Your developer account to another developer account using the App Store Connect tool, the proceeds associated with that transferred Licensed Application will be included in the calculation of Your total proceeds and in the calculation of the total proceeds of the developer account to which you transferred the Licensed Application. If a Licensed Application is transferred multiple times in a given calendar year, the proceeds associated with that Licensed Application will be included in the calculation of total proceeds of each and every App Transfer Party.
You and Your Associated Developer Accounts will be disqualified from the App Store Small Business Program and terminated at Apple’s discretion, if You or Your Associated Developer Accounts engage in any suspicious, misleading, fraudulent, improper, unlawful or dishonest act or omission relating to qualification in the App Store Small Business Program (e.g., providing false or inaccurate information to Apple, creating or using multiple Apple Developer Program accounts to improperly benefit from the App Store Small Business Program).
Apple may withhold payments due to You and Your Associated Developer Accounts for violations of this provision.
If You fail to timely and fully pay Apple any or all amounts due and owed by You to Apple under or in connection with any agreement in effect between Apple and You, to the extent permitted by law, Apple has the right, at any time and from time to time, to offset or recoup those amounts against any amounts (including any amounts collected by Apple on Your behalf from end users) owed under this Agreement, whether contingent, liquidated or otherwise, by Apple to You. You further agree that, to the extent permitted by law, Apple’s right under this Agreement to offset or recoup any amounts owed by You to Apple extends to any debts owed to Apple and its affiliates, parents, or subsidiaries, by You and your affiliates, parents, or subsidiaries, or to any parties acting directly or indirectly under Your direction, control, or common control (e.g. Your agent(s)), or under whose direction, control, or common control You act (e.g. Your principal(s)).
Except as otherwise provided in Section 3.2 of this Schedule 2, Apple shall be entitled to the commissions specified in Section 3.4 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. For sales of Licensed Applications developed by Apple, Apple is not entitled to a commission.
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 and 3.4 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 App Store 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 App Store 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 the App Store Connect tool as may be updated from time to time, pursuant to section 3.1 of this Schedule 2. Apple may provide a means on App Store 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 Apple’s commission or 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, telecommunications or other tax or levy not collected by Apple under Section 3.2 hereof; or (iii) any other tax or other government levy of whatever nature, the full amount of that tax or levy shall be solely for Your account, and shall not reduce the commission to which Apple is entitled under this Schedule 2.
3.7 In the event that any remittance made by Apple to You is subject to any withholding or similar tax, the full amount of that withholding or similar tax shall be solely for Your account, and will not reduce the commission to which Apple is entitled on that transaction. If Apple reasonably believes that such tax is due, Apple will deduct the full amount of such withholding or similar tax from the gross amount owed to You, and will pay the full amount withheld over to the competent tax authorities. Apple will apply a reduced rate of withholding tax, if any, provided for in any applicable income tax treaty only if You furnish Apple with such documentation required under that income tax treaty or otherwise satisfactory to Apple, sufficient to establish Your entitlement to the benefit of that reduced rate of withholding tax. Upon Your timely request to Apple in writing, using means reasonably designated by Apple, Apple will use commercially practical efforts to report to You the amount of Apple’s payment of withholding or similar taxes to the competent tax authorities on Your behalf. You will indemnify and hold Apple harmless against any and all claims by any competent tax authority for any underpayment of any such withholding or similar taxes, and any penalties and/or interest thereon, including, but not limited to, underpayments attributable to any erroneous claim or representation by You as to Your entitlement to, or Your disqualification for, the benefit of a reduced rate of withholding tax.
3.8 You may offer auto-renewing subscriptions in select Territories using the In-App Purchase API subject to the terms of this Schedule 2, provided that:
(a) Auto-renew functionality must be on a weekly, monthly, bi-monthly, tri-monthly, semi-annual or annual basis at prices You select in the App Store 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 cross-grade amongst the Subscription Group options. You understand and agree that when a subscriber upgrades or cross-grades (except for cross-grades 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:
Links to Your Privacy Policy and Terms of Use must be accessible within Your Licensed Application.
(c) You must fulfill the offer during the entire subscription period, as marketed, including any Billing Grace Period You authorize, 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. Billing Grace Period refers to the period during which Developers agree to provide paid service for free to users who do not recover from a billing error. 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. 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 App Store Connect tool. When You increase pricing for existing subscribers in regions that require end user consent, 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, within or outside of Your Licensed Application, 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, as set forth in Guideline 3.1.3(a) “Reader” Apps, a Licensed Application may read or play content (specifically: magazines, newspapers, books, audio, music, and video) that is offered outside of the Licensed Application (such as, by way of example, through Your website) provided that, except for the United States storefront, where this prohibition does not apply, You do not link to or market external offers for such content within the Licensed Application. You are responsible for authentication access to content acquired outside of the Licensed Application.
3.12 If Your Licensed Application is periodical content-based (e.g. magazines and newspapers), Apple may provide You with the name, email address, and zip code associated with an End-User’s account when they purchase an auto-renewing subscription via the In-App Purchase API, provided that such user consents to the provision of data to You, and further provided that You may only use such data to promote Your own products and do so in strict compliance with Your publicly posted Privacy Policy, a copy of which must be readily viewed and is consented to in Your Licensed Application. You may offer a free incentive to extend the subscription if the user agrees to send this information.
3.13 You may use Offer Codes to promote your Licensed Applications in select Territories subject to the terms of the Agreement, this Schedule 2, and the following:
(a) Offer Code means a code provided by Apple to You, pursuant to these terms, which allows an End-User to whom You provide one or more Offer Codes to download or access Your Licensed Application.
(b) Upon request by You via the App Store Connect tool, Apple shall deliver the Offer Codes electronically to You. Offer Codes will become active for use by End-Users upon delivery to You, subject to the availability of Your Licensed Application.
You may not distribute Offer Codes that are no longer active to End-Users in any Territory in which You are not permitted to sell or distribute Your Licensed Application.
You shall not export any Offer 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 Offer Codes pass to You upon delivery to You.
You shall comply with all applicable laws in the Territories in which You distribute Offer Codes.
(c) Apple shall not be responsible for developing or producing any materials in relation to the Offer Codes other than the Offer Codes themselves.
You shall not sell the Offer Codes or accept any form of payment, trade-in-kind, or other compensation in connection with the distribution of the Offer Codes and You shall prohibit third parties from doing so.
During the period when an Offer Code allows an End-User to access Your Licensed Application for free, You hereby waive any right to collect any royalties, proceeds, or remuneration for such access, regardless of whether any remuneration would otherwise be payable under the Agreement, this Schedule 2, and 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 End-Users accessing subscriptions in your Licensed Application via the Offer Codes shall be as set forth in the Agreement and this Schedule 2.
You shall be solely responsible for Your use of the Offer Codes, including any use by other members of Your App Store Connect team, and for any loss or liability to You or Apple therefrom.
In the event Your Licensed Application is removed from the App Store for any reason, You agree to cease distribution of all Offer Codes and that Apple may deactivate such Offer Codes.
You agree that Apple shall have the right to deactivate the Offer Codes, even if already delivered to End-Users, in the event You violate any of the terms in the Agreement or this Schedule 2.
(d) You must include the following Offer Code End-User terms in any instrument used to distribute the Offer Codes to End-Users (e.g., certificate, card, e-mail, coupons, online posts): (i) The code expiration date or while supplies last; (ii) The Territory in which the codes can be redeemed; (iii) Apple Account is required, subject to prior acceptance of license and usage terms; (iv) Codes are not for resale, and have no cash value; (v) Full terms apply; see https://www.apple.com/legal/internet-services/itunes/ww; and (vi) Offer and content are provided by You.
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 the App Store Connect tool as may be updated from time to time. 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 the price tiers set forth in the App Store Connect tool, 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. Bundles offered at Tier 0 must offer an auto-renewing subscription service pursuant to Section 3.8 of this Schedule 2 in each Licensed Application included in the Bundle, and users who purchase such subscription service from within one app in the Bundle must be able to access that subscription service in each of the other Licensed Applications in the Bundle at no additional cost.
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 D to this Schedule 2, 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 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.
5.1 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 regions designated by You under Section 2.1 of this Schedule 2, in accordance with the laws and regulations of those regions 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 regions You designated under Section 2.1 of this Schedule 2; (e) all information You provided using the App Store 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 App Store 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 permit Apple to share Your contact information with the party filing such dispute and to follow Apple’s app dispute process on a nonexclusive basis and without any party waiving its legal rights.
5.2 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 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 regions 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 region 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 region from any App Store.
5.4Licensed 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.
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. In the event that Apple receives any notice or claim from a payment provider that an End-User has obtained a refund for a Licensed Application, You shall reimburse, or grant Apple a credit for, an amount equal to the price for that Licensed Application.
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. When the Agreement terminates, Apple may withhold all payments due to You for a period that Apple determines is reasonable in order to calculate and offset any End-User refunds. If at any time Apple determines or suspects that You or any developers with which You are affiliated have engaged in, or encouraged or participated with other developers to engage in, any suspicious, misleading, fraudulent, improper, unlawful or dishonest act or omission, Apple may withhold payments due to You or such other developers.
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 App Store 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, based on 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 listed on Exhibit A, 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, sale and/or use of those Licensed Applications violates any applicable law in any region 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; (v) Your Licensed Applications violate Section 5.4 of this Schedule 2, including without limitation upon notice by a regulator of an alleged violation; or (vi) 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 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 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 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.
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.
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.
1.1 You hereby appoint Apple and Apple Subsidiaries (collectively “Apple”) as: (i) Your agent for the marketing, sale and delivery of Custom Applications via Custom App Distribution to Custom App Distribution Customers and applicable End-Users located in those regions 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 Applications to Custom App Distribution Customers and applicable End-Users located in those regions listed on Exhibit A, Section 2 to this Schedule 3, subject to change, during the Delivery Period. The most current list of App Store regions among which You may select with respect to Your Custom Applications shall be set forth in the App Store Connect tool and may be updated by Apple from time to time. You hereby acknowledge that Apple will market and make the Custom Applications available for purchase by Custom App Distribution Customers through the Custom App Distribution Site, and downloadable by End-Users or, solely in connection with certain Apple licensed software, by Custom App Distribution Customers using a single Apple Account for distribution to multiple End-Users, for You and on Your behalf.
For purposes of this Schedule 3:
“Content Code(s)” means alphanumeric content codes generated by Apple and distributed to Custom App Distribution Customers that may be redeemed by an End-User for the download of a licensed copy of the Custom Application.
"Custom Application" also includes any additional permitted functionality, content, or services sold by You from within a Custom Application using the In-App Purchase API.
"End-User" includes the individual or Legacy Contacts authorized to use the Custom 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 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 Application.
“Volume Content Service” means an Apple program that offers the ability to obtain Custom Applications and make purchases of Licensed Applications in bulk subject to the Volume Content Terms, conditions, and program requirements.
“Custom App Distribution Customer” means a third party that is enrolled in Apple’s Volume Content Service and/or Custom App Distribution.
“You” shall include App Store 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 Applications from Custom App Distribution Customers identified by You and their related End-Users in the regions identified in the App Store Connect tool;
(b) provide hosting services to You, in order to allow for the storage of, and End-User access to, the Custom Applications and, solely in connection with certain Apple licensed software, permit third party hosting of such Custom Applications;
(c) make copies of, format, and otherwise prepare Custom 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 Volume Content purchases, arrange for End- Users to access and re-access copies of the Custom Applications, so that End-Users may acquire and electronically download those Custom Applications developed by You, Licensed Application Information, and associated metadata to End-Users through the Custom App Distribution Site. In addition, You hereby authorize distribution of Your Custom Applications under this Schedule 3 for use by: (i) multiple End-Users when the Custom Application is purchased by a single institutional customer via the Volume Content Service for use by its End-Users and/or for installation on devices with no associated Apple Accounts that are owned or controlled by that institutional customer in accordance with the Volume Content Terms, conditions, and program requirements; and (ii) eligible Legacy Contacts of an End-User to access Your Custom Application along with associated information and metadata stored in iCloud as described in https://support.apple.com/kb/HT212360;
(e) issue invoices for the purchase price payable by Custom App Distribution Customers for the Custom Applications;
(f) use (i) screen shots and/or up to 30 second excerpts of the Custom Applications; (ii) trademarks and logos associated with the Custom Applications; and (iii) Licensed Application Information, for promotional purposes in marketing materials and in connection with vehicle displays, excluding those portions of the Custom Applications, trademarks or logos, or Custom 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 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 in connection with vehicle displays; and
(g) otherwise use Custom Applications, Licensed Application Information and associated metadata as may be reasonably necessary in the marketing and delivery of the Custom 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 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 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 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.
2.1 You will deliver to Apple, at Your sole expense, using the App Store Connect tool, the Custom Applications, Licensed Application Information and associated metadata, in a format and manner prescribed by Apple, as required for the delivery of the Custom Applications to End-Users in accordance with this Schedule 3 and will identify this material as a Custom Application via the App Store Connect site. Metadata You deliver to Apple under this Schedule 3 will include: (i) the title and version number of each of the Custom Applications; (ii) the Custom App Distribution Customers You designate as authorized purchasers of the Custom Application and whose End-Users may use the Content Codes; (iii) any copyright or other intellectual property rights notices; (iv) Your privacy policy; (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 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 Custom 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 Applications You deliver to Apple under this Schedule 3 are authorized for export from the United States to each of the regions listed on Exhibit A, 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 Custom 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 uses. Without limiting the generality of this Section 2.3, You certify that (i) none of the Custom Applications contains, uses or supports any data encryption or cryptographic functions; or (ii) in the event that any Custom Application contains, uses or supports any such data encryption or cryptographic functionality, You 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 regions that mandate import authorizations for that Custom 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 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 Applications under this Schedule 3.
2.4 You shall be responsible for determining and implementing any age ratings or parental advisory warnings required by the applicable government regulations, ratings board(s), service(s), or other organizations (each a “Ratings Board”) for any video, television, gaming or other content offered in Your Custom Application for each locality in the Territory. Where applicable, You shall also be responsible for providing any content restriction tools or age verification functionality before enabling end users to access mature or otherwise regulated content within Your Custom Application.
3.1 You acknowledge and agree that Apple, in the course of acting as agent and/or commissionaire for You, is hosting the Custom Applications, providing Content Codes to Custom App Distribution Customers, and is allowing the download of the Custom 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 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 Applications shall be marketed by Apple, on Your behalf, to End-User Custom App Distribution Customers at prices identified in a price tier and designated by You, in Your sole discretion, from the pricing schedule set forth in the App Store Connect tool, which may be updated from time to time by Apple. You may change the price tier for any Custom Application at any time, at Your discretion, in accordance with the pricing schedule set forth in the App Store Connect tool. As Your agent and/or commissionaire, Apple shall be solely responsible for the collection of all prices payable by Custom App Distribution Customers for Custom Applications acquired by End-Users under this Schedule 3.
3.2 In the event that the sale or delivery of any of the Custom Applications to any End-User is subject to any sales, use, goods and services, value added, telecommunications or other similar tax or levy, under applicable law, responsibility for the collection and remittance of that tax for sales of the Custom Applications to End-Users will be determined in accordance with Exhibit B to this Schedule 3 as updated from time to time via the App Store Connect site. You are solely responsible for selecting and maintaining accurate inputs for tax categorization for Your Custom Applications via the App Store Connect site, which may be updated from time to time. Such tax categorization will be applied to the sale and delivery of Your Custom Applications. Any adjustments that You make to the tax categorization for Your Custom Applications will take effect for future sales of Custom Applications after Apple has processed the adjustment within a reasonable period of time. Adjustments that You make to the tax categorization for Your Custom Applications will not apply to any sales of Custom Applications occurring before Apple has processed Your tax categorization adjustment.
If the tax categorization of Your Custom Applications is deemed to be inaccurate by any tax authority, You are solely responsible for the tax consequences. If Apple deems in its reasonable discretion that the tax categorization of Your Custom Applications is inaccurate, Apple reserves the right to hold in trust amounts owed to You, until such time as You correct the tax categorization. Upon correction of the tax categorization, Apple will deduct any penalties and interest resulting from the inaccuracy, and remit to You any remaining amounts held in trust by Apple for You, without interest, in accordance with the provisions of this Schedule 3. You shall indemnify and hold Apple harmless against any and all claims by any tax authority for any underpayment or overpayment of any sales, use, goods and services, value added, telecommunications 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 C to this Schedule 3 or on App Store Connect depending upon, among other things, (i) Your region of residence, and (ii) the regions designated by You in which You wish Apple to allow sale of and access to the Custom Applications. In the event that Apple collects any amounts corresponding to the purchase price for any of Your Custom Applications before You have provided Apple with any tax documentation required under Exhibit C to this Schedule 3, Apple may decide to not remit those amounts to You, and to 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:
For sales of Custom Applications to Custom App Distribution Customers, Apple shall be entitled to a commission equal to thirty percent (30%) of all prices payable by each Custom App Distribution Customer. 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 Retention Grace Periods or Renewal Extension 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. Retention Grace Period refers to the time period between the end of a customer’s subscription (e.g. due to cancelation or non-payment) 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. Renewal Extension Period refers to the time by which You extend the renewal date of the customer’s subscription, without additional charges. For purposes of determining the commissions to which Apple is entitled under this Section 3.4, the prices payable by Custom App Distribution Customers shall be net of any and all taxes collected, as provided in Section 3.2 of this Schedule 3.
If You fail to timely and fully pay Apple any or all amounts due and owed by You to Apple under or in connection with any agreement in effect between Apple and You, to the extent permitted by law, Apple has the right, at any time and from time to time, to offset or recoup those amounts against any amounts (including any amounts collected by Apple on Your behalf from end users) owed under this Agreement, whether contingent, liquidated or otherwise, by Apple to You. You further agree that, to the extent permitted by law, Apple’s right under this Agreement to offset or recoup any amounts owed by You to Apple extends to any debts owed to Apple and its affiliates, parents, or subsidiaries, by You and your affiliates, parents, or subsidiaries, or to any parties acting directly or indirectly under Your direction, control, or common control (e.g. Your agent(s)), or under whose direction, control, or common control You act (e.g. Your principal(s)).
Except as otherwise provided in Section 3.2 of this Schedule 3, Apple shall be entitled to the commissions specified in Section 3.4 hereof without reduction for any taxes or other government levies, including any and all taxes or other, similar obligations of You, Apple or any Custom App Distribution Customer relating to the delivery or use of the Custom Applications. For sales of Licensed Applications and/or Custom Applications developed by Apple, Apple is not entitled to a commission.
3.5 Upon collection of any amounts from any Custom App Distribution Customer as the price for any Custom Application delivered to that Custom App Distribution Customer’s designated End-Users hereunder, Apple shall deduct the full amount of its commission with respect to that Custom Application, and any taxes collected by Apple under Section 3.2 and 3.4 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 App Store 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 App Store Connect site a sales report in sufficient detail to permit You to identify the Custom 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 Content Codes to any Custom App Distribution Customer, even if Apple is unable to collect the price for that Custom Application from the Custom App Distribution Customer. In the event that the purchase price received by Apple from any Custom App Distribution Customer for any Custom Application is in a currency other than the remittance currency agreed between Apple and You, the purchase price for that Custom 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 the App Store Connect tool, as may be updated from time to time, pursuant to section 3.1 of this Schedule 3. Apple may provide a means on App Store 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 Apple’s commission or any price payable by any Custom App Distribution Customer for any of the Custom Applications is subject to (i) any withholding or similar tax; or (ii) any sales, use, goods and services, value added, telecommunications 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 prices You select in the App Store Connect tool. You may, however, offer more than one option.
(b) You clearly and conspicuously disclose to users the following information regarding Your auto- renewing subscription:
Links to Your Privacy Policy and Terms of Use must be accessible within Your Licensed Application or Custom Application.
(c) You must fulfill the offer during the entire subscription period, as marketed, including any Billing Grace period You authorize, 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. Billing Grace Period refers to the period during which Developers agree to provide paid service for free to users who do not recover from a billing error. 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. You acknowledge that Apple may exercise its rights under section 7.3 of this Schedule 3 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 App Store Connect tool. When You increase pricing for existing subscribers in regions that require end user consent, 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 within or outside of Your Custom Application, You must do so in compliance with all legal and regulatory requirements.
3.11 Subscription services purchased within Custom Applications must use In-App Purchase, which will be charged to the End-User iTunes account, not the Custom App Distribution Customer account.
In addition to using the In-App Purchase API, as set forth in Guideline 3.1.3(a) “Reader” Apps, a Custom Application may read or play content (specifically: magazines, newspapers, books, audio, music, and video) that is offered outside of the Custom Application (such as, by way of example, through Your website) provided that, except for the United States storefront, where this prohibition does not apply, You do not link to or market external offers for such content within the Custom Application. You are responsible for authentication access to content acquired outside of the Custom Application.
3.12 If Your Custom 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 Application. You may offer a free incentive to extend the subscription if the user agrees to send this information.
4.1 The parties acknowledge and agree that Apple shall not acquire any ownership interest in or to any of the Custom Applications or Licensed Application Information, and title, risk of loss, responsibility for, and control over the Custom Applications shall, at all times, remain with You. Apple may not use any of the Custom 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 Application at the time that You deliver that Custom Application to Apple, in accordance with Section 2.1 of this Schedule 3; provided, however, that Your EULA must include and may not be inconsistent with the minimum terms and conditions specified on Exhibit D 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 Application to review Your EULA (if any) at the time that Apple delivers that Custom Application to that End-User, and Apple shall notify each End-User that the End-User’s use of that Custom 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 Application to Apple, You acknowledge and agree that each End-User’s use of that Custom 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 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.
5.1 You represent and warrant that: (a) You have the right to enter into this Agreement, to reproduce and distribute each of the Custom Applications, and to authorize Apple to permit End-Users to download and use each of the Custom Applications through the Custom App Distribution Site; (b) none of the Custom Applications, or Apple’s or End-Users’ permitted uses of those Custom 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 Applications to Apple on behalf of one or more third parties other than under license grant from one or more Custom App Distribution Customers; (c) each of the Custom Applications is authorized for distribution, sale and use in, export to, and import into each of the regions designated by You pursuant to Section 2.1 of this Schedule 3, in accordance with the laws and regulations of those regions and all applicable export/import regulations; (d) none of the Custom Applications contains any obscene, offensive or other materials that are prohibited or restricted under the laws or regulations of any of the regions You designated pursuant to Section 2.1 of this Schedule 3; (e) all information You provided using the App Store Connect tool, including any information relating to the Custom Applications, is accurate and that, if any such information ceases to be accurate, You will promptly update it to be accurate using the App Store Connect tool; and (f) in the event a dispute arises over the content of Your Custom Applications or use of Your intellectual property in connection with the Custom App Distribution Site, You agree to permit Apple to share Your contact information with the party filing such dispute and 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 App Store Connect to supply information regarding each of the Custom Applications delivered by You for marketing and fulfillment by Apple through the Custom App Distribution Site under this Schedule 3 in order to assign a rating to each such Custom Application. For purposes of assigning a rating to each of the Custom Applications, You shall use Your best efforts to provide correct and complete information about the content of that Custom 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 Application; and (ii) Your representations and warranties in Section 5.1 hereof, in making that Custom Application available for download by End-Users in each of the regions You designated hereunder. Furthermore, You authorize Apple to correct the rating of any Custom 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 region You designated hereunder requires the approval of, or rating of, any Custom Application by any government or industry regulatory agency as a condition for the distribution, sale and/or use of that Custom Application, You acknowledge and agree that Apple may elect not to make that Custom Application available for purchase by Custom App Distribution Customers and/or download by End- Users in that region from the Custom App Distribution Site.
5.4 Custom Applications that are targeted at children or otherwise likely to appeal to children, and which pressure children to make purchases (including, but not limited to, phrases such as “buy now” or “upgrade now”) or persuade others to make purchases for them, should not be made available in any Territory that has deemed such marketing practices illegal. You expressly accept and agree to take full responsibility for Your Custom Applications’ compliance with applicable laws pursuant to Section 5.1(c) of this Schedule 3, including without limitation consumer protection, marketing, and gaming laws.
6.1 Apple shall have no responsibility for the installation and/or use of any of the Custom 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 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 Applications and/or the use of those Custom 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 Applications and/or the End-User’s possession or use of those Custom 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 Applications within ninety (90) days of the date of download of that Custom 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 Application fails to conform to Your specifications or Your product warranty or the requirements of any applicable law, Apple may refund to the Custom App Distribution Customer and/or End-User, as applicable, the full amount of the price paid by the Custom App Distribution Customer or End-User for that Custom 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 Application. In the event that Apple receives any notice or claim from a payment provider that an End-User has obtained a refund for a Custom Application, You shall reimburse, or grant Apple a credit for, an amount equal to the price for that Custom Application.
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 Applications provided to Custom App Distribution 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 Custom App Distribution Customers and/or End-Users, whether before or after the date of termination, in accordance with Section 6.3 of this Schedule 3. When the Agreement terminates, Apple may withhold all payments due to You for a period that Apple determines is reasonable in order to calculate and offset any Custom App Distribution Customer and/or End-User refunds. If at any time Apple determines or suspects that You or any developers with which You are affiliated have engaged in, or encouraged or participated with other developers to engage in, any suspicious, misleading, fraudulent, improper, unlawful or dishonest act or omission, Apple may withhold payments due to You or such other developers.
7.2 In the event that You no longer have the legal right to distribute the Custom Applications, or to authorize Apple to allow access to those Custom Applications by End-Users, in accordance with this Schedule 3, You shall promptly notify Apple and withdraw those Custom Applications from the Custom App Distribution Site using the tools provided on the App Store 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 Applications.
7.3 Apple reserves the right to cease marketing, offering, and allowing purchase by Custom App Distribution Customers and download by End-Users of the Custom 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 Applications if Apple reasonably believes, based on human and/or systematic review, and, including without limitation upon notice received under applicable laws, that: (i) those Custom Applications are not authorized for export to one or more of the regions listed on Exhibit A, in accordance with the Export Administration Regulations or other restrictions; (ii) those Custom Applications and/or any End-User’s possession and/or use of those Custom 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 Applications violates any applicable law in any region 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; (v) Your Custom Applications violate Section 5.4 of this Schedule 3, including without limitation upon notice by a regulator of an alleged violation; or (vi) 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 the marketing and allowing download of any Custom 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 Applications from 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 any outstanding Content Code redemption requests by End-Users and to fulfill sections 1.2(b), (c), and (d) of this Schedule 3, which shall survive termination or expiration of the Agreement unless You indicate otherwise pursuant to sections 5.1 and 7.2 of this Schedule 3.
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.
1. Apple as Agent
You appoint Apple Canada, Inc. (“Apple Canada”) as Your agent for the marketing and End-User download of the Licensed and Custom 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 and Custom 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 and Custom Applications by End-Users located in the following region:
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 and Custom Applications by End-Users located in the regions identified below, as updated from time to time via the App Store Connect site:
| Argentina* Anguilla Antigua & Barbuda Bahamas Barbados Belize Bermuda Bolivia* Brazil* British Virgin Islands | Cayman Islands Chile* Colombia* Costa Rica* Dominica Dominican Republic* Ecuador* El Salvador* Grenada Guyana | Guatemala* Honduras* Jamaica Mexico* Montserrat Nicaragua* Panama* Paraguay* Peru* St. Kitts & Nevis | St. Lucia St. Vincent & The Grenadines Suriname Trinidad & Tobago Turks & Caicos Uruguay Venezuela* |
*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 and Custom 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 End-User download of the Licensed and Custom 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 agreements in their own name but acts on behalf of other persons, as generally recognized in many Civil Law legal systems.
|
Afghanistan Albania Algeria Angola Armenia Austria Azerbaijan Bahrain* Belarus Belgium* Benin Bosnia and Herzegovina Botswana Bulgaria* Burkina-Faso Cameroon Cape Verde Chad China* Congo (Democratic Republic of) Congo (Republic of) Cote d’Ivoire Croatia Cyprus* Czech Republic Denmark* Egypt* Estonia* |
Finland* France* Gabon Gambia Georgia Germany* Ghana Greece* Guinea-Bissau Hong Kong* Hungary Iceland* India Indonesia Iraq Ireland* Israel* Italy* Jordan Kazakhstan Kenya Kosovo Kuwait Kyrgyzstan Latvia* Lebanon Liberia Libya Lithuania* Luxembourg* |
Macedonia Madagascar Malawi Malaysia* Mali Malta, Republic of* Mauritania Mauritius Moldova Montenegro Morocco Mozambique Namibia Netherlands* Niger Nigeria Norway* Oman Pakistan Philippines* Poland Portugal Qatar* Romania* Russia* Rwanda Sao Tome e Principe Saudi Arabia* Senegal |
Serbia Seychelles Sierra Leone Singapore* Slovakia* Slovenia* South Africa Spain* Swaziland Sweden* Switzerland* Taiwan* Tajikistan Tanzania Thailand* Tunisia Türkiye* Turkmenistan UAE* Uganda Ukraine* United Kingdom* Uzbekistan Vietnam* Yemen Zambia Zimbabwe |
You appoint Apple Services Pte. Ltd. as Your commissionaire for the marketing and End-User download of the Licensed and Custom Applications by End-Users located in the regions identified below, as updated from time to time via the App Store Connect site:
|
Bhutan Brunei Cambodia Laos Macau |
Maldives Micronesia, Fed States of Mongolia Myanmar Nepal |
Palau Sri Lanka Korea* Fiji Naoero |
Papua New Guinea Solomon Islands Tonga Vanuatu |
*Custom Applications are only available in these regions.
1. If taxes apply, Apple shall collect and remit to the competent tax authorities the taxes described in Section 3.2 of Schedule 2 for sales of the Licensed Applications to End-Users and in Section 3.2 of Schedule 3 for sales of the Custom Applications to the Custom App Distribution Customers located in the following regions, as updated from time to time via the App Store Connect site:
|
Albania Armenia Australia Austria Azerbaijan Bahamas Bahrain Barbados Belarus Belgium Benin Bhutan Bosnia and Herzegovina Bulgaria Canada Cambodia** Cameroon Chile China* Colombia Congo Croatia Cyprus |
Czech Republic Denmark Egypt Estonia Finland France Georgia Germany Ghana Greece Hungary Iceland India Indonesia** Ireland Italy Ivory Coast Japan*** Kazakhstan** Kenya Korea** Kosovo Kyrgyzstan** |
Laos Latvia Lithuania Luxembourg Malaysia Malta Mauritius Mexico**** Moldova Morocco Nepal** Netherlands New Zealand Nigeria Norway Oman Peru Philippines** Poland Portugal Romania Russia*** Saudi Arabia Serbia Senegal Singapore** |
Slovakia Slovenia South Africa Spain Suriname Sweden Switzerland Taiwan Tajikistan** Tanzania Thailand** Türkiye Ukraine United Arab Emirates Uganda United Kingdom United States Uruguay† Uzbekistan** Vietnam†† Zambia Zimbabwe |
* Except for certain taxes to be collected as required by the Chinese government, Apple shall not collect or remit additional taxes or levies in China. You understand and agree that You shall be solely responsible for the collection 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 local Developers, and such developers shall be solely responsible for the collection and remittance of such taxes as may be required by local law. Solely for purposes of determining the commissions to which Apple is entitled from local Developers, Apple will estimate the VAT amount based on information local Developers provide for their tax category selection. The estimated tax will be deducted from the price payable by End-Users for Licensed Applications prior to the calculation of Apple's commission.
*** Solely applicable to non-resident Developers. Apple shall not collect and remit taxes for local Developers, and such developers shall be solely responsible for the collection and remittance of such taxes as may be required by local law.
**** Solely applicable to Developers who are not registered with the local tax authorities for VAT purposes in Mexico. For Developers who are registered for VAT purposes in Mexico, Apple shall collect and remit (i) the total VAT amount to local corporations and foreign residents, and (ii) the applicable VAT amount to local individuals and the remaining VAT amount to the local tax authorities, in accordance with local law. Developers shall be responsible for the remittance of such VAT to competent tax authorities as may be required by local law.
† Except for certain taxes on digital transactions that Apple must collect as required by the Uruguayan government, Apple shall not collect or remit additional taxes or levies in Uruguay. You understand and agree that You shall be solely responsible for the collection and remittance of any taxes imposed on Your earnings as may be required by local law.
†† Solely applicable to non-resident Developers and local individual Developers. Apple shall not collect and remit taxes for local corporate Developers, and such Developers shall be solely responsible for the collection and remittance of such taxes as may be required by the law. Solely for purposes of determining commissions to which Apple is entitled from local corporate Developers, Apple will estimate the VAT amount based on information local corporate Developers provide for their tax category selection. The estimated tax will be deducted from the price payable by End-Users for Licensed Applications prior to the calculation of Apple’s commission.
2. Apple shall not collect and remit the taxes described in Section 3.2 of Schedule 2 for sales of the Licensed Applications to End-Users and in Section 3.2 of Schedule 3 for sales of the Custom Applications to the Custom App Distribution Customers located in the regions not listed above in Section 1 of this Exhibit B. You shall be solely responsible for the collection and remittance of such taxes as may be required by local law.
1. AUSTRALIA
1.1 General
Delivery of Licensed and Custom Applications to End-Users in Australia
Where You designate APL to allow access to the Licensed and Custom Applications to End-Users in Australia:
1.2.1 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.
1.2.2 Goods and Services Tax (GST)
General
Australian Resident Developers
If You are a resident of Australia, then:
Non-resident Developers
If You are a non-resident of Australia, then:
1.3 Australian Developers – Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers Outside Australia
If You are a resident of Australia and You appoint Apple as Your agent or commissionaire for the marketing and End-User and Custom App Distribution Customer download of the Licensed and Custom Applications by End-Users and Custom App Distribution Customers located outside of Australia, it is a condition of this contract that You confirm that You have an Australian Business Number (“ABN”) and are registered for GST under the A New Tax System (Goods and Services Tax Act 1999 (“GST Act”). You will provide Apple with satisfactory evidence of Your ABN and GST registration (by uploading to Apple, using the App Store Connect site, a copy of Your GST registration or print-out from the Australian Business Register) within 30 days of Schedule 2 and Schedule 3. You warrant that You will notify Apple if You cease to hold a valid ABN or be registered for GST.
2. BRAZIL
Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers in Brazil
Where You designate Apple Services LATAM LLC to allow access to the Licensed and Custom Applications to End-Users and Custom App Distribution Customers in Brazil:
(A) General
2.1 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 and Custom Applications to End-Users and Custom App Distribution 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.
2.2 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 or Custom App Distribution Customers for the Licensed or Custom Applications and remit such amounts out of Brazil to Apple to enable the remittance of Your proceeds to You.
2.3 To the extent withholding taxes are applicable on remittances out of Brazil of the prices payable by End Users or Custom App Distribution Customers for the Licensed or Custom 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 region to be able to claim any foreign tax credits, if applicable.
(B) Non-Resident Developers
2.4 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 region of residence certificate or equivalent documentation to claim a reduced rate of withholding tax under an applicable income tax treaty between Your region 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 region 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 and 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
2.5 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 Licensed and Custom Applications may be removed from the Brazilian Store until such time as Your Brazilian taxpayer number is provided.
3. CANADA
Delivery of Licensed and Custom Applications to End-Users in Canada
If You are a resident of Canada, You must add to or update Your account with Your Canadian GST/HST number. If You are a resident of Quebec, You must also add or update Your account with Your Quebec QST number.
Where You designate Apple Canada to allow access to the Licensed and Custom Applications to End-Users in Canada:
3.1 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.
3.2 GST/HST
(a) This Section 3.2 of Exhibit C 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 3.2. 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 Schedule 2 and Schedule 3, 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 Schedule 2 and 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 Schedule 2 and 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 Licensed Applications and Custom 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 App Store Connect site); and (ii) acknowledge that Apple will deduct from your remittance the applicable Canadian GST/HST and QST, based on Your address in Canada, on the commission payable by You to Apple.
(d) If You are not registered for GST/HST purposes, by executing Schedule 2 and 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 Licensed Applications and Custom 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/HST.
3.3 Quebec Sales Tax
Terms defined in an Act respecting the Quebec Sales Tax (the “QSTA”) have the same meaning when used in this Section 3.3 of Exhibit C.
(a) If You are a resident of Quebec, it is a condition of Schedule 2 and 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 Schedule 2 and 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 Schedule 2 and Schedule 3, (i) certify that You are registered for QST; (ii) agree to enter into the election pursuant to section 41.0.1 of the QSTA to have Apple Canada collect, account for and remit QST on sales of Licensed Applications and Custom 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 and Custom 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 a resident of Quebec, by executing Schedule 2 and 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 Licensed Applications and Custom Applications to End-Users in Quebec made on Your behalf.
3.4 PST
This Section 3.4 of Exhibit C applies to supplies of Licensed and Custom Applications made by You, through Apple Canada, as agent, to End-Users in any province that has or that adopts a PST. You acknowledge and agree that Apple Canada may charge, collect and remit applicable PST on sales of Licensed and Custom Applications made to End-Users in such provinces by Apple Canada on Your behalf.
4. CHILE
Chilean Developers - Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers in or outside Chile
If You are a resident of Chile, Apple will apply VAT on the commission payable by You to Apple to be deducted from Your remittance, pursuant to Chilean tax regulations, unless you confirm that you are a VAT taxpayer in such region and provide proof of your VAT status.
5. IRELAND
Irish Developers - Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers In or Outside Ireland
If You are established in Ireland and You appoint Apple Distribution International Ltd. as Your commissionaire to deliver Licensed and Custom Applications to End-Users and Custom App Distribution Customers, it is a condition of Schedule 2 and Schedule 3 that You confirm to Apple whether You are registered for Irish VAT. If You are registered for Irish VAT, You are required to provide Your Irish VAT number upon request.
At request, You will provide Apple with satisfactory evidence of Your Irish Tax ID. You warrant that You will notify Apple if You cease to hold a valid Irish Tax ID.
In order to comply with Apple’s obligations under applicable law to validate Your Irish Tax ID, Apple may use a service provider to complete the validation process and may transfer Your Irish Tax ID to our service provider for such purpose. Any personal data collected by Apple will be treated in accordance with Apple’s Privacy Policy which can be viewed at http://www.apple.com/legal/privacy.
If You are registered for Irish VAT, Your proceeds received from ADIL are subject to Irish VAT at the prevailing rate. It is a condition of Schedule 2 and Schedule 3 that: (i) You and Apple agree and acknowledge that all supplies made by You through Apple as Your Commissionaire to End Users and Custom App Distribution Customers in Ireland constitute a taxable supply subject to VAT as defined in Irish VAT regulations; (ii) Apple will issue Self Billed Invoices (“SBIs”) with respect to such taxable supplies by You; (iii) if Apple does issue SBIs with respect to such taxable supplies by You, You will not issue tax invoices or adjustment notes in respect of those taxable supplies; and, (iv) You acknowledge and agree that You are solely responsible for determining independently, in consultation with Your own tax advisor, Your VAT obligations under Irish tax regulations.
6. JAPAN
(A) Japan Developers – Delivery of Licensed and Custom Applications to End-Users in Japan
Where You designate iTunes KK to allow access to the Licensed and Custom Applications to End-Users in Japan:
6.1 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 and/or Custom Applications to End-Users by iTunes KK; (ii) filing of consumption tax returns and payment of consumption tax to the Japanese government, if applicable; and (iii) determining independently, in consultation with Your own tax advisor, Your taxpayer status and tax payment obligations, and appointing your own tax administrator for consumption tax purposes.
6.2 Commissions charged by iTunes KK to Japan resident developers will include consumption tax.
(B) Japan Developers – Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers Outside Japan
If Your principal or headquarters’ office is located in Japan and You appoint Apple as Your agent or commissionaire for the marketing and End-User and Custom App Distribution Customer download of the Licensed and Custom Applications by End-Users and Custom App Distribution Customers located outside of Japan, You shall reverse charge any Japanese consumption tax that is payable on the commissions received by Apple in consideration for its services as Your agent or commissionaire under Schedule 2 and Schedule 3.
7. KOREA
Korean Developers – Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers in Korea
If You are a resident of Korea and You appoint Apple Distribution International Ltd. as Your agent or commissionaire to deliver Licensed and Custom Applications to End-Users and Custom App Distribution Customers in Korea, it is a condition of Schedule 2 and Schedule 3 that You have a Korean Business Registration Number (“BRN”) or a Registration Number with Korean National Tax Service (collectively “Korean Tax ID”).
You must update Your account with Your respective Korean Tax ID when prompted in App Store Connect. You acknowledge that by not providing Your respective Korean Tax ID, Your Licensed or Custom Applications may be removed from the Korean Store or Your remittance payment under section 3.5 of Schedule 2 and section 3.5 of Schedule 3 may not be made for Your applicable Licensed or Custom Applications until such time as Your Korean Tax ID is provided.
At Apple’s request, You will provide Apple with satisfactory evidence of Your Korean Tax ID (e.g., business registration certificate or print-out from the Korean National Tax Service’s Home Tax website). You warrant that You will notify Apple if You cease to hold a valid Korean Tax ID.
In order to comply with Apple’s obligations under applicable law to validate Your Korean Tax ID, Apple will use a service provider to complete the validation process and will transfer Your Korean Tax ID to our service provider for such purpose. Any personal data collected by Apple will be treated in accordance with Apple’s Privacy Policy which can be viewed at https://www.apple.com/legal/privacy.
Pursuant to Korean tax regulations, Apple will apply Korean VAT on the commission payable by You to Apple to be deducted from Your remittance with respect to Your sales to Korean customers.
8. MALAYSIA
Malaysian Developers – Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers in or outside Malaysia
If You are a resident of Malaysia and You appoint Apple as Your agent or commissionaire to deliver Licensed and Custom Applications to End-Users and Custom App Distribution Customers in the jurisdictions specified in Exhibit A, pursuant to Malaysian tax regulations, Apple will apply Malaysia Service Tax on the commission payable by You to Apple to be deducted from Your remittance.
9. MEXICO
Mexican Developers – Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers in or outside Mexico
If You are a resident of Mexico, Apple will apply VAT on the commission payable by You to Apple to be deducted from Your remittance, pursuant to Mexican tax regulations. Apple will issue the corresponding invoice for such commission.
Apple also will apply the withholding income tax rate applicable to individuals on remittances for sales of the Licensed and Custom Applications to End-Users and Custom App Distribution Customers located in or outside Mexico, pursuant to Mexican tax regulations. Apple will deduct the full amount of such withholding income tax from the gross amount owed to You by Apple and will pay the amount withheld to the competent Mexican tax authorities.
If You are registered and have a valid tax ID in Mexico (known as the R.F.C), You must provide Apple with a copy of Your Mexican tax ID registration by uploading it using the App Store Connect tool. You warrant that You will notify Apple if You cease to hold a valid tax ID. If You do not provide proof to Apple of Your Mexican tax ID, Apple will apply the highest income tax rate in accordance with Mexican tax regulations.
10. NEW ZEALAND
10.1 General
(a) Terms defined in the Goods and Services Tax Act 1985 (“GST Act 1985”) have the same meaning when used in Section 10 of Exhibit C.
(b) This Section 10 of Exhibit C survives the termination of the Agreement.
10.2 Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers in New Zealand
Where You designate APL to allow access to the Licensed and Custom Applications to End-Users and Custom App Distribution Customers in New Zealand:
10.2.1 General
(a) You shall indemnify and hold APL harmless against any and all claims by the Inland Revenue for nonpayment or underpayment of GST under the GST Act 1985 and for any penalties and/or interest thereon.
(b) This Section 10.2 of Exhibit C applies to supplies made by You, through APL as agent, to any End User or Custom App Distribution Customer who is resident in New Zealand.
(c) 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 or Custom App Distribution 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.
10.2.2 Resident Developers
(a) If You are a resident of New Zealand, You and APL agree under s.60(1C) of the GST Act 1985 that supplies of services made by You through APL as agent to any End-User or Custom App Distribution Customer resident in New Zealand, are treated as 2 separate supplies for GST purposes, being—
(b) You and APL acknowledge that the supply of services from You to APL for GST purposes under Section 10.2.2(a)(i) of this Exhibit C is not subject to GST under the GST Act 1985.
10.2.3 Non Resident Developers
(a) 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 or Custom App Distribution Customer resident in New Zealand, are treated as 2 separate supplies for GST purposes, being –
(b) You and APL acknowledge that the supply of services from You to APL for GST purposes under Section 10.2.3(a)(i) of this Exhibit C is not subject to GST under the GST Act 1985.
10.2.4 APL will issue to any End-User or Custom App Distribution Customer, in APL’s own name, the required documentation relating to supplies made under Section 10 of this Exhibit C.
10.2.5 You will not issue to any End-User or Custom App Distribution Customer any documentation relating to supplies made under Section 10.2 of this Exhibit C.
10.3 New Zealand Developers – Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers Outside New Zealand
If You are a resident of New Zealand and You appoint Apple as Your agent or commissionaire for the marketing and End-User and Custom App Distribution Customer download of the Licensed and Custom Applications by End-Users and Custom App Distribution Customers located outside of New Zealand, You and Apple agree that under s.60C and 60(1C) of the GST Act 1985, supplies of services made by You through Apple as agent to any End-User or Custom App Distribution Customer resident outside of New Zealand are treated as 2 separate supplies for GST purposes under the GST Act 1985, being –
You and Apple acknowledge that the deemed supply of services from You to Apple under (i) above will not result in a GST cost to Apple under the GST Act 1985.
11. PHILIPPINES
Philippines Developers – Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers in Philippines
If You are a resident of Philippines and You appoint Apple as Your agent or commissionaire to deliver Licensed and Custom Applications to End-Users and Custom App Distribution Customers in the jurisdictions specified in Exhibit A, it is a condition of Schedule 2 and Schedule 3 that You confirm to Apple that You are either: (i) a Philippine government or any of its political subdivisions, instrumentalities, or agencies; or, (ii) engaged in business. If You are engaged in business, you are required to provide your Philippines Taxpayer Identification Number (TIN) upon request by Apple.
12. SINGAPORE
Singapore Developers – Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers in or outside Singapore
If You are a resident of Singapore and You appoint Apple as Your agent or commissionaire to deliver Licensed and Custom Applications to End-Users and Custom App Distribution Customers in the jurisdictions specified in Exhibit A, it is a condition of Schedule 2 and Schedule 3 that You confirm to Apple whether You are registered for Singapore GST. If You are registered for GST, You are required to provide Your Singapore GST registration number upon request.
If You are not registered for Singapore GST or do not provide Your Singapore GST registration number to Apple, pursuant to Singapore tax regulations, Apple will apply Singapore GST on the commission payable by You to Apple to be deducted from Your remittance.
If You are registered for Singapore GST and have provided Your Singapore GST registration number to Apple, pursuant to Singapore tax regulations, Apple will apply Singapore GST on the commissions payable by You to Apple to be deducted from Your remittance with respect to Your sales to customers based in the countries and regions where You Appoint Apple Services Pte. Ltd. as Your commissionaire.
13. TAIWAN
Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers in Taiwan
If You file Income Tax in Taiwan and You appoint Apple Distribution International Ltd. as Your agent or commissionaire to deliver Licensed and Custom Applications to End-Users and Custom App Distribution Customers in Taiwan, it is a condition of Schedule 2 and Schedule 3 that You provide Apple your unified business number in Taiwan if you are business or your personal identification card number in Taiwan if You are an individual (collectively “Taiwan Tax ID”).
14. THAILAND
Thailand Developers – Delivery of Licensed and Custom Applications to End-Users and Custom App Distribution Customers in Thailand
If You are a resident of Thailand and You appoint Apple as Your agent or commissionaire to deliver Licensed and Custom Applications to End-Users and Custom App Distribution Customers in the jurisdictions specified in Exhibit A, it is a condition of Schedule 2 and Schedule 3 that You confirm to Apple whether You are registered for Thailand VAT. If You are registered for VAT, You are required to provide Your Thailand VAT registration number upon request.
If You are not registered for Thailand VAT or do not provide Your Thailand VAT registration number to Apple, pursuant to Thailand tax regulations, Apple will apply Thailand VAT on the commission payable by You to Apple to be deducted from Your remittance with respect to your sales to Thailand customers.
15. UNITED STATES
Delivery of Licensed and Custom Applications to End-Users in the United States
Where You designate Apple Inc. to allow access to the Licensed and Custom Applications to End-Users in the United States:
15.1 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 App Store Connect site.
15.2 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 and Custom 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.
15.3 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.
16. END-USERS IN REGIONS LISTED IN EXHIBIT A, SECTION 2
Delivery of Licensed and Custom Applications to End-Users in regions listed in Exhibit A, Section 2
Where You designate Apple Distribution International Ltd., located at Hollyhill Industrial Estate, Hollyhill, Cork, Republic of Ireland, to allow access to the Licensed and Custom Applications to End-Users in Exhibit A, Section 2:
You acknowledge that in the event Apple Distribution International Ltd. 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 Apple Distribution International Ltd. 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.
17. VIETNAM
Delivery of Licensed and Custom Applications to End-Users in Vietnam
If You are a resident of Vietnam, Apple will apply Vietnamese Foreign Contractor Tax on the commission payable by You to Apple to be deducted from Your remittance, pursuant to Vietnam tax regulations.
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 and Custom Applications and the content thereof. The EULA may not provide for usage rules for Licensed and Custom 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: Each license granted to the End-User for the Licensed and Custom Applications must be limited to a non-transferable license to use the Licensed or Custom 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 and used by other accounts associated with the purchaser via Family Sharing, volume purchasing, or Legacy Contacts. Solely in connection with certain Apple licensed software, the EULA must authorize a Custom App Distribution Customer to distribute a single license of Your free Custom Applications to multiple End-Users.
3. Maintenance and Support: You must be solely responsible for providing any maintenance and support services with respect to the Licensed and Custom Applications, 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 and Custom Applications.
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 or Custom Applications to conform to any applicable warranty, the End-User may notify Apple, and Apple will refund the purchase price for such 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 and Custom Applications, 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 and Custom Applications or the end- user’s possession and/or use of the Licensed and Custom Applications, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed or Custom 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 or Custom Application or the End-User’s possession and use of the Licensed or Custom 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, and the contact information (telephone number; E-mail address) to which any End-User questions, complaints or claims with respect to the Licensed and Custom Applications 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.
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.
(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.
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 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 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 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: https://www.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 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 noncompliance with any obligations set forth in the P2B Regulation which affect You in the region in which you are established; (b) technological issues 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 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 customer 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
https://www.cedr.com/p2bmediation/