By clicking to agree to this Schedule 2, which is hereby offered to You by Apple, You agree with Apple to
amend that certain Apple Developer Program License Agreement currently in effect between You and Apple
(the “Agreement”) to add this Schedule 2 thereto (supplanting any existing Schedule 2). Except as otherwise
provided herein, all capitalized terms shall have the meanings set forth in the Agreement.
Schedule 2
1. Appointment of Agent and Commissionaire
1.1 You hereby appoint Apple and Apple Subsidiaries (collectively “Apple”) as: (i) Your agent for the
marketing and delivery of the Licensed Applications to End-Users located in those countries listed on Exhibit A,
Section 1 to this Schedule 2, subject to change; and (ii) Your commissionaire for the marketing and delivery of
the Licensed Applications to End-Users located in those countries listed on Exhibit A, Section 2 to this
Schedule 2, subject to change, during the Delivery Period. The most current list of App Store countries among
which you may select shall be set forth in the iTunes Connect tool and may be updated by Apple from time to
time. You hereby acknowledge that Apple will market and make the Licensed Applications available for
download by End-Users through one or more App Stores, for You and on Your behalf. For purposes of this
Schedule 2, the following definitions apply:
(a) “You” shall include iTunes Connect users authorized by You to submit Licensed Applications and
associated metadata on Your behalf; and
(b) "End-User" includes individual purchasers as well as eligible users associated with their account via Family
Sharing. For institutional customers, “End-User” shall mean the individual authorized to use the Licensed
Application by the institutional purchaser, the institutional administrator responsible for management of
installations on shared devices, as well as authorized institutional purchasers themselves, including educational
institutions approved by Apple, which may acquire the Licensed Applications for use by their employees,
agents, and affiliates.
(c) For the purposes of this Schedule 2, the term “Licensed Application” shall include any content, functionality,
extensions, stickers, or services offered in the software application.
1.2 In furtherance of Apple’s appointment under Section 1.1 of this Schedule 2, You hereby authorize and
instruct Apple to:
(a) market, solicit, and obtain orders on Your behalf for Licensed Applications from End-Users located in the
countries identified by You in the iTunes Connect tool;
(b) provide hosting services to You subject to the terms of the Agreement, in order to allow for the storage of,
and End-User access to, the Licensed Applications and to enable third party hosting of such Licensed
Applications solely as otherwise licensed or authorized by Apple;
(c) make copies of, format, and otherwise prepare Licensed Applications for acquisition and download by End-
Users, including adding the Security Solution and other optimizations identified in the Agreement;
(d) allow or, in the case of cross-border assignments of VPP purchases, arrange for End-Users to access and
re-access copies of the Licensed Applications, so that End-Users may acquire and electronically download
those Licensed Applications developed by You, Licensed Application Information, and associated metadata
through one or more App Stores, and You hereby authorize distribution of Your Licensed Applications under
this Schedule 2 for use by multiple End-Users when the Licensed Application is purchased by an individual
account associated with other family members via Family Sharing, including at your election as indicated in the
iTunes Connect tool, purchases made prior to the execution of this Schedule 2, as well as a single institutional
customer via the Volume Purchase Program for use by its End-Users and/or for installation on devices with no
associated iTunes Account that are owned or controlled by that institutional customer in accordance with the
Volume Purchase Program terms, conditions, and program requirements;
(e) issue invoices for the purchase price payable by End-Users for the Licensed Applications;
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(f) use (i) screen shots, previews, and/or up to 30 second excerpts of the Licensed Applications; (ii) trademarks
and logos associated with the Licensed Applications; and (iii) Licensed Application Information, for promotional
purposes in marketing materials and gift cards, excluding those portions of the Licensed Applications,
trademarks or logos, or Licensed Application Information which You do not have the right to use for promotional
purposes, and which You identify in writing at the time that the Licensed Applications are delivered by You to
Apple under Section 2.1 of this Schedule 2, and use images and other materials that You may provide to Apple,
at Apple’s reasonable request, for promotional purposes in marketing materials and gift cards;
(g) otherwise use Licensed Applications, Licensed Application Information and associated metadata as may be
reasonably necessary in the marketing and delivery of the Licensed Applications in accordance with this
Schedule 2. You agree that no royalty or other compensation is payable for the rights described above in
Section 1.2 of this Schedule 2; and
(h) facilitate distribution of pre-release versions of Your Licensed Applications (“Beta Testing”) to End-Users
designated by You in accordance with the Agreement, availability, and other program requirements as updated
from time to time in the iTunes Connect tool. For the purposes of such Beta Testing, You hereby waive any
right to collect any purchase price, proceeds or other remuneration for the distribution and download of such
pre-release versions of your Application. You further agree that You shall remain responsible for the payment
of any royalties or other payments to third parties relating to the distribution and use of your pre-release
Licensed Applications, as well as compliance with any and all laws for territories in which such Beta Testing
takes place. For the sake of clarity, no commission shall be owed to Apple with respect to such distribution.
1.3 The parties acknowledge and agree that their relationship under this Schedule 2 is, and shall be, that of
principal and agent, or principal and commissionaire, as the case may be, as described in Exhibit A, Section 1
and Exhibit A, Section 2, respectively, and that You, as principal, are, and shall be, solely responsible for any
and all claims and liabilities involving or relating to, the Licensed Applications, as provided in this Schedule 2.
The parties acknowledge and agree that Your appointment of Apple as Your agent or commissionaire, as the
case may be, under this Schedule 2 is non-exclusive. You hereby represent and warrant that You own or
control the necessary rights in order to appoint Apple and Apple Subsidiaries as Your worldwide agent and/or
commissionaire for the delivery of Your Licensed Applications, and that the fulfillment of such appointment by
Apple and Apple Subsidiaries shall not violate or infringe the rights of any third party.
1.4 For purposes of this Schedule 2, the “Delivery Period” shall mean the period beginning on the Effective
Date of the Agreement, and expiring on the last day of the Agreement or any renewal thereof; provided,
however, that Apple’s appointment as Your agent and commissionaire shall survive expiration of the
Agreement for a reasonable phase-out period not to exceed thirty (30) days and further provided that, solely
with respect to Your End-Users, subsections 1.2(b), (c), and (d) of this Schedule 2 shall survive termination or
expiration of the Agreement unless You indicate otherwise pursuant to sections 5.1 and 7.2 of this Schedule 2.
2. Delivery of the Licensed Applications to Apple
2.1 You will deliver to Apple, at Your sole expense, using the iTunes Connect tool or other mechanism
provided by Apple, the Licensed Applications, Licensed Application Information and associated metadata, in a
format and manner prescribed by Apple, as required for the delivery of the Licensed Applications to End-Users
in accordance with this Schedule 2. Metadata You deliver to Apple under this Schedule 2 will include: (i) the
title and version number of each of the Licensed Applications; (ii) the countries You designate, in which You
wish Apple to allow End-Users to download those Licensed Applications; (iii) any copyright or other intellectual
property rights notices; (iv) Your privacy policy, if any; (v) Your End-User license agreement (“EULA”), if any, in
accordance with Section 4.2 of this Schedule 2; and (vi) any additional metadata set forth in the Documentation
and/or the iTunes Connect Tool as may be updated from time to time, including metadata designed to enhance
search and discovery of content on Apple-branded hardware.
2.2 All Licensed Applications will be delivered by You to Apple using software tools, a secure FTP site
address and/or such other delivery methods as prescribed by Apple.
2.3 You hereby certify that all of the Licensed Applications You deliver to Apple under this Schedule 2 are
authorized for export from the United States to each of the countries listed on Exhibit A hereto, in accordance
with the requirements of all applicable laws, including but not limited to the United States Export Administration
Regulations, 15 C.F.R. Parts 730-774 and the International Traffic In Arms Regulations 22 C.F.R. Parts 120-
130. Without limiting the generality of this Section 2.3, You certify that (i) none of the Licensed Applications
contains, uses or supports any data encryption or cryptographic functions; or (ii) in the event that any Licensed
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Application contains, uses or supports any such data encryption or cryptographic functionality, You certify that
you have complied with the United States Export Administration Regulations, and are in possession of, and will
upon request provide Apple with, a PDF copy of Your Encryption Registration Number (ERN), or export
classification ruling (CCATS) issued by the United States Commerce Department, Bureau of Industry and
Security and PDF copies of appropriate authorizations from other countries that mandate import authorizations
for that Licensed Application, as required. You acknowledge that Apple is relying upon Your certification in this
Section 2.3 in allowing End-Users to access and download the Licensed Applications under this Schedule 2.
Except as provided in this Section 2.3, Apple will be responsible for compliance with the requirements of the
Export Administration Regulations in allowing End-Users to access and download the Licensed Applications
under this Schedule 2.
3. Delivery of the Licensed Applications to End-Users
3.1 You acknowledge and agree that Apple, in the course of acting as agent and/or commissionaire for You,
is hosting, or pursuant to Section 1.2(b) of this Schedule 2 may enable authorized third parties to host, the
Licensed Applications, and is allowing the download of those Licensed Applications by End-Users, on Your
behalf. However, You are responsible for hosting and delivering content or services sold by You using the In-
App Purchase API, except for content that is included within the Licensed Application itself (i.e., the In-App
Purchase simply unlocks the content) or content hosted by Apple pursuant to section 3.3 of Attachment 2 to the
Agreement. All of the Licensed Applications shall be marketed by Apple, on Your behalf, to End-Users at prices
identified in a price tier and designated by You, in Your sole discretion, from the pricing schedule attached to
this Schedule 2 as Exhibit C, which may be updated from time to time by Apple on iTunes Connect. In addition,
you may, at your election via iTunes Connect, instruct Apple to market the Licensed Applications at a discount
of 50% of Your established price tier for authorized institutional customers. You may change the price tier for
any Licensed Application at any time, at Your discretion, in accordance with the pricing schedule set forth on
that Exhibit C as updated from time to time, using tools provided on the iTunes Connect tool. As Your agent
and/or commissionaire, Apple shall be solely responsible for the collection of all prices payable by End-Users
for Licensed Applications acquired by those End-Users under this Schedule 2.
3.2 In the event that the sale or delivery of any of the Licensed Applications to any End-User is subject to
any sales, use, goods and services, value added, or other similar tax or levy, under applicable law,
responsibility for the collection and remittance of that tax for sales of the Licensed Applications to End-Users
will be determined in accordance with Exhibit B to this Schedule 2 as updated from time to time via the iTunes
Connect site. For the sake of clarity, Apple shall not be responsible for the collection and remittance of
telecommunications and similar taxes. You shall indemnify and hold Apple harmless against any and all claims
by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or
levy, and any penalties and/or interest thereon.
3.3 In furtherance of the parties’ respective tax compliance obligations, Apple requires that You comply with
the requirements listed on Exhibit D to this Schedule 2 or on iTunes Connect depending upon, among other
things, (i) Your country of residence and (ii) the countries designated by You in which You wish Apple to allow
access to the Licensed Applications. In the event that Apple collects any amounts corresponding to the
purchase price for any of Your Licensed Applications before You have provided Apple with any tax
documentation required under Exhibit D to this Schedule 2, Apple will not remit those amounts to You, but will
hold those amounts in trust for You, until such time as You have provided Apple with the required tax
documentation. Upon receipt of all required tax documents from You, Apple will remit to You any amounts held
in trust by Apple for You, without interest, under this Section 3.3, in accordance with the provisions of this
Schedule 2.
3.4 Apple shall be entitled to the following commissions in consideration for its services as Your agent
and/or commissionaire under this Schedule 2:
(a) For sales of Licensed Applications to End-Users located in those countries listed in Exhibit B, Section 1 of
this Schedule 2 as updated from time to time via the iTunes Connect site, Apple shall be entitled to a
commission equal to thirty percent (30%) of all prices payable by each End-User. Solely for auto-renewing
subscription purchases made by customers who have accrued greater than one year of paid subscription
service within a Subscription Group (as defined below) and notwithstanding any Grace Periods, Apple shall be
entitled to a commission equal to fifteen percent (15%) of all prices payable by each End-User for each
subsequent renewal. Grace Period refers to the time period between the end of a customer’s subscription (e.g.
due to cancelation or turning off the auto-renewal feature) and the beginning of a new subscription within the
same Subscription Group, provided that such time period is no greater than 60 days, subject to change. For
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purposes of determining the commissions to which Apple is entitled under this Section 3.4(a), the prices
payable by End-Users shall be net of any and all taxes collected, as provided in Section 3.2 of this Schedule 2.
(b) For sales of Licensed Applications to End-Users located in those countries listed in Exhibit B, Section 2 of
this Schedule 2 as updated from time to time via the iTunes Connect site, Apple shall be entitled to a
commission equal to thirty percent (30%) of all prices payable by each End-User. Solely for auto-renewing
subscription purchases made by customers who have accrued greater than one year of paid subscription
service within a Subscription Group (as defined below) and notwithstanding any Grace Periods, Apple shall be
entitled to a commission equal to fifteen percent (15%) of all prices payable by each End-User for each
subsequent renewal. Grace Period refers to the time period between the end of a customer’s subscription (e.g.
due to cancelation or turning off the auto-renewal feature) and the beginning of a new subscription within the
same Subscription Group, provided that such time period is no greater than 60 days, subject to change.
Except as otherwise provided in Section 3.2 of this Schedule 2, Apple shall be entitled to the commissions
specified in Sections 3.4(a) and 3.4(b) hereof without reduction for any taxes or other government levies,
including any and all taxes or other, similar obligations of You, Apple or any End-User relating to the delivery or
use of the Licensed Applications.
3.5 Upon collection of any amounts from any End-User as the price for any Licensed Application delivered to
that End-User hereunder, Apple shall deduct the full amount of its commission with respect to that Licensed
Application, and any taxes collected by Apple under Section 3.2 hereof, and shall remit to You, or issue a credit
in Your favor, as the case may be, the remainder of those prices in accordance with Apple standard business
practices, including the following: remittance payments (i) are made by means of wire transfer only; (ii) are
subject to minimum monthly remittance amount thresholds; (iii) require You to provide certain remittance-
related information on the iTunes Connect site; and (iv) subject to the foregoing requirements, will be made no
later than forty-five (45) days following the close of the monthly period in which the corresponding amount was
received by Apple from the End-User. No later than forty- five (45) days following the end of each monthly
period, Apple will make available to You on the iTunes Connect site a sales report in sufficient detail to permit
You to identify the Licensed Applications sold in that monthly period and the total amount to be remitted to You
by Apple. You hereby acknowledge and agree that Apple shall be entitled to a commission, in accordance with
this Section 3.5 on the delivery of any Licensed Application to any End-User, even if Apple is unable to collect
the price for that Licensed Application from that End-User. In the event that the purchase price received by
Apple from any End-User for any Licensed Application is in a currency other than the remittance currency
agreed between Apple and You, the purchase price for that Licensed Application shall be converted to the
remittance currency, and the amount to be remitted by Apple to You shall be determined, in accordance with an
exchange rate fixed for the Delivery Period, as reflected in Exhibit C attached hereto as updated from time to
time pursuant to section 3.1 of this Schedule 2. Apple may provide a means on iTunes Connect to enable You
to designate a primary currency for the bank account designated by You for receiving remittances (“Designated
Currency”). Apple may cause Apple's bank to convert all remittances in any remittance currency other than the
Designated Currency into the Designated Currency prior to remittance to You. You agree that any resulting
currency exchange differentials or fees charged by Apple's bank may be deducted from such remittances. You
remain responsible for any fees (e.g., wire transfer fees) charged by Your bank or any intermediary banks
between Your bank and Apple’s bank.
3.6 In the event that any price payable by any End-User for any of the Licensed Applications is subject to (i)
any withholding or similar tax; or (ii) any sales, use, goods and services, value added, or other tax or levy not
collected by Apple under Section 3.2 hereof; or (iii) any other tax or other government levy of whatever nature,
the full amount of that tax or levy shall be solely for Your account, and shall not reduce the commission to
which Apple is entitled under this Schedule 2.
3.7 In the event that any remittance made by Apple to You is subject to any withholding or similar tax, the full
amount of that withholding or similar tax shall be solely for Your account, and will not reduce the commission to
which Apple is entitled on that transaction. If Apple reasonably believes that such tax is due, Apple will deduct
the full amount of such withholding or similar tax from the gross amount owed to You, and will pay the full
amount withheld over to the competent tax authorities. Apple will apply a reduced rate of withholding tax, if any,
provided for in any applicable income tax treaty only if You furnish Apple with such documentation required
under that income tax treaty or otherwise satisfactory to Apple, sufficient to establish Your entitlement to the
benefit of that reduced rate of withholding tax. Upon Your timely request to Apple in writing, using means
reasonably designated by Apple, Apple will use commercially practical efforts to report to You the amount of
Apple’s payment of withholding or similar taxes to the competent tax authorities on Your behalf. You will
indemnify and hold Apple harmless against any and all claims by any competent tax authority for any
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underpayment of any such withholding or similar taxes, and any penalties and/or interest thereon, including, but
not limited to, underpayments attributable to any erroneous claim or representation by You as to Your
entitlement to, or Your disqualification for, the benefit of a reduced rate of withholding tax.
3.8 You may offer auto-renewing subscriptions in select Territories using the In-App Purchase API subject to
the terms of this Schedule 2, provided that:
(a) Auto-renew functionality must be on a weekly, monthly, bi-monthly, tri-monthly, semi-annual or annual
basis at prices You select in the iTunes Connect tool. You may offer multiple durations and service levels for
Your subscription and will have the ability to associate and rank these subscription items within Subscription
Groups, to enable customers to easily upgrade, downgrade, and crossgrade amongst the Subscription Group
options. You understand and agree that when a subscriber upgrades or crossgrades (except for crossgrades
of different durations), such service level will begin immediately and your proceeds will be adjusted accordingly,
and when a subscriber downgrades, the new service will begin at the end of the current subscription period.
(b) You clearly and conspicuously disclose to users the following information regarding Your auto-renewing
subscription:
•
•
•
•
•
•
•
•
•
Title of publication or service
Length of subscription (time period and/or content/services provided during each subscription
period)
Price of subscription, and price per unit if appropriate
Payment will be charged to iTunes Account at confirmation of purchase
Subscription automatically renews unless auto-renew is turned off at least 24-hours before the end
of the current period
Account will be charged for renewal within 24-hours prior to the end of the current period, and
identify the cost of the renewal
Subscriptions may be managed by the user and auto-renewal may be turned off by going to the
user’s Account Settings after purchase
Links to Your Privacy Policy and Terms of Use
Any unused portion of a free trial period, if offered, will be forfeited when the user purchases a
subscription to that publication, where applicable.
(c) You must fulfill the offer during the entire subscription period, as marketed and, in the event you breach
this section 3.8(c) of Schedule 2, you hereby authorize and instruct Apple to refund to the End-User the full
amount, or any portion thereof in Apple’s sole discretion, of the price paid by the End-User for that subscription.
In the event that Apple refunds any such price to an End-User, You shall reimburse, or grant Apple a credit for,
an amount equal to the price for that subscription. Apple will have the right to retain its commission on the sale
of that subscription, notwithstanding the refund of the price to the End-User. You acknowledge that Apple may
exercise its rights under section 7.3 of this Schedule 2 for repeated violations of this provision.
3.9 When You make price changes to an existing subscription item, You may elect to retain current pricing
for your existing customers by indicating Your intent in the iTunes Connect tool. When You increase pricing for
existing subscribers, they will be prompted to review and agree to the new price, otherwise the auto-renewal
feature will be disabled.
3.10 To the extent you promote and offer for sale auto-renewing subscriptions, You must do so in compliance
with all legal and regulatory requirements.
3.11 Subscription services purchased within Licensed Applications must use In-App Purchase.
In addition to using the In-App Purchase API, a Licensed Application may read or play content (magazines,
newspapers, books, audio, music, video) that is offered outside of the Licensed Application (such as, by way of
example, through Your website) provided that You do not link to or market external offers for such content
within the Licensed Application. You are responsible for authentication access to content acquired outside of
the Licensed Application.
3.12 If your Licensed Application is periodical content-based (e.g. magazines and newspapers), Apple may
provide You with the name, email address, and zip code associated with an End-User’s account when they
purchase an auto-renewing subscription via the In-App Purchase API, provided that such user consents to the
provision of data to You, and further provided that You may only use such data to promote Your own products
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and do so in strict compliance with Your publicly posted Privacy Policy, a copy of which must be readily viewed
and is consented to in Your Licensed Application. You may offer a free incentive to extend the subscription if
the user agrees to send this information.
3.13 Deleted
3.14 Where available, You may offer multiple Licensed Applications offered by You in a single collection
(“Bundle”) to End-Users at a price tier designated by You as set forth in Exhibit C (“Bundle Price”).
Furthermore, you hereby authorize and instruct Apple to enable users who have purchased some but not all
Licensed Applications in a Bundle to access and download the remaining items in the Bundle (“Complete My
Bundle” or “CMB”) for the CMB Price. You will receive proceeds for the CMB Price, which shall equal the
Bundle Price set by You less the sum of the retail prices paid by the user for previously purchased Licensed
Applications. In the event the CMB Price is less than Tier 1 and greater than zero under Exhibit C, You hereby
authorize and instruct Apple to set the CMB Price for that user at Tier 1. In the event the CMB Price is less than
zero, You hereby authorize and instruct Apple to provide the remaining Licensed Applications in the Bundle to
the End-User without charge. Each CMB transaction will be reflected in Your statement as follows: (i) a new
sale of the full Bundle at the price paid for the bundle, identified as a CMB sale; and (ii) a return (i.e. a negative
transaction) for each eligible purchased Licensed Application contained in the Bundle in the amount previously
paid for the Licensed Application, each identified as a CMB return.
4. Ownership and End-User Licensing
4.1 The parties acknowledge and agree that Apple shall not acquire any ownership interest in or to any of
the Licensed Applications or Licensed Application Information, and title, risk of loss, responsibility for, and
control over the Licensed Applications shall, at all times, remain with You. Apple may not use any of the
Licensed Applications or Licensed Application Information for any purpose, or in any manner, except as
specifically authorized in the Agreement or this Schedule 2.
4.2 You may deliver to Apple Your own EULA for any Licensed Application at the time that You deliver that
Licensed Application to Apple, in accordance with Section 2.1 of this Schedule 2; provided, however, that Your
EULA must include and may not be inconsistent with the minimum terms and conditions specified on Exhibit E
to this Schedule 2 and must comply with all applicable laws in all countries where You wish Apple to allow End-
Users to download that Licensed Application. Apple shall enable each End-User to review Your EULA (if any)
at the time that Apple delivers that Licensed Application to that End-User, and Apple shall notify each End-User
that the End-User’s use of that Licensed Application is subject to the terms and conditions of Your EULA (if
any). In the event that You do not furnish Your own EULA for any Licensed Application to Apple, You
acknowledge and agree that each End-User’s use of that Licensed Application shall be subject to Apple’s
standard EULA (which is part of the App Store Terms of Service).
4.3 You hereby acknowledge that the EULA for each of the Licensed Applications is solely between You and
the End-User and conforms to applicable law, and Apple shall not be responsible for, and shall not have any
liability whatsoever under, any EULA or any breach by You or any End-User of any of the terms and conditions
of any EULA.
5. Content Restrictions and Software Rating
5.1 You represent and warrant that: (a) You have the right to enter into this Agreement, to reproduce and
distribute each of the Licensed Applications, and to authorize Apple to permit End-Users to download and use
each of the Licensed Applications through one or more App Stores; (b) none of the Licensed Applications, or
Apple’s or End-Users’ permitted uses of those Licensed Applications, violate or infringe any patent, copyright,
trademark, trade secret or other intellectual property or contractual rights of any other person, firm, corporation
or other entity and that You are not submitting the Licensed Applications to Apple on behalf of one or more third
parties; (c) each of the Licensed Applications is authorized for distribution, sale and use in, export to, and import
into each of the countries designated by You under Section 2.1 of this Schedule 2, in accordance with the laws
and regulations of those countries and all applicable export/import regulations; (d) none of the Licensed
Applications contains any obscene, offensive or other materials that are prohibited or restricted under the laws
or regulations of any of the countries You designated under Section 2.1 of this Schedule 2; (e) all information
You provided using the iTunes Connect tool, including any information relating to the Licensed Applications, is
accurate and that, if any such information ceases to be accurate, You will promptly update it to be accurate
using the iTunes Connect tool; and (f) in the event a dispute arises over the content of Your Licensed
Applications or use of Your intellectual property on the App Store, You agree to follow Apple’s app dispute
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process on a non-exclusive basis and without any party waiving its legal rights.
5.2 You shall use the software rating tool set forth on iTunes Connect to supply information regarding each
of the Licensed Applications delivered by You for marketing and fulfillment by Apple through the App Store
under this Schedule 2 in order to assign a rating to each such Licensed Application. For purposes of assigning
a rating to each of the Licensed Applications, You shall use Your best efforts to provide correct and complete
information about the content of that Licensed Application with the software rating tool. You acknowledge and
agree that Apple is relying on: (i) Your good faith and diligence in accurately and completely providing
requested information for each Licensed Application; and (ii) Your representations and warranties in Section
5.1 hereof, in making that Licensed Application available for download by End-Users in each of the countries
You designated hereunder. Furthermore, You authorize Apple to correct the rating of any Licensed Application
of Yours that has been assigned an incorrect rating; and You agree to any such corrected rating.
5.3 In the event that any country You designated hereunder requires the approval of, or rating of, any
Licensed Application by any government or industry regulatory agency as a condition for the distribution, sale
and/or use of that Licensed Application, You acknowledge and agree that Apple may elect not to make that
Licensed Application available for download by End-Users in that country from any App Store.
5.4 Licensed Applications that are targeted at children or otherwise likely to appeal to children, and which
pressure children to make purchases (including, but not limited to, phrases such as “buy now” or “upgrade
now”) or persuade others to make purchases for them, should not be made available in any Territory that has
deemed such marketing practices illegal. You expressly accept and agree to take full responsibility for your
Licensed Applications’ compliance with applicable laws pursuant to Section 5.1(c) of this Schedule 2, including
without limitation consumer protection, marketing, and gaming laws. For more information on legal
requirements of countries in the European Union, see http://ec.europa.eu/justice/consumer-marketing/unfair-
trade/index_en.htm
6. Responsibility and Liability
6.1 Apple shall have no responsibility for the installation and/or use of any of the Licensed Applications by
any End-User. You shall be solely responsible for any and all product warranties, End-User assistance and
product support with respect to each of the Licensed Applications.
6.2 You shall be solely responsible for, and Apple shall have no responsibility or liability whatsoever with
respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or
attributable to, the Licensed Applications and/or the use of those Licensed Applications by any End-User,
including, but not limited to: (i) claims of breach of warranty, whether specified in the EULA or established
under applicable law; (ii) product liability claims; and (iii) claims that any of the Licensed Applications and/or the
End-User’s possession or use of those Licensed Applications infringes the copyright or other intellectual
property rights of any third party.
6.3 In the event that Apple receives any notice or claim from any End-User that: (i) the End-User wishes to
cancel its license to any of the Licensed Applications within ninety (90) days of the date of download of that
Licensed Application by that End-User or the end of the auto-renewing subscription period offered pursuant to
section 3.8, if such period is less than ninety (90) days; or (ii) a Licensed Application fails to conform to Your
specifications or Your product warranty or the requirements of any applicable law, Apple may refund to the
End-User the full amount of the price paid by the End-User for that Licensed Application. In the event that
Apple refunds any such price to an End-User, You shall reimburse, or grant Apple a credit for, an amount equal
to the price for that Licensed Application. Apple will have the right to retain its commission on the sale of that
Licensed Application, notwithstanding the refund of the price to the End-User.
7. Termination
7.1 This Schedule 2, and all of Apple’s obligations hereunder, shall terminate upon the expiration or
termination of the Agreement. Notwithstanding any such termination, Apple shall be entitled to: (i) all
commissions on all copies of the Licensed Applications downloaded by End-Users prior to the date of
termination (including the phase-out period set forth in Section 1.4 hereof); and (ii) reimbursement from You of
refunds paid by Apple to End-Users, whether before or after the date of termination, in accordance with Section
6.3 of this Schedule 2.
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7.2 In the event that You no longer have the legal right to distribute the Licensed Applications, or to
authorize Apple to allow access to those Licensed Applications by End-Users, in accordance with this Schedule
2, You shall promptly notify Apple and withdraw those Licensed Applications from the App Store using the tools
provided on the iTunes Connect site; provided, however, that such withdrawal by You under this Section 7.2
shall not relieve You of any of Your obligations to Apple under this Schedule 2, or any liability to Apple and/or
any End-User with respect to those Licensed Applications.
7.3 Apple reserves the right to cease marketing, offering, and allowing download by End-Users of the
Licensed Applications at any time, with or without cause, by providing notice of termination to You. Without
limiting the generality of this Section 7.3, You acknowledge that Apple may cease the marketing and allowing
download by End-Users of some or all of the Licensed Applications, or take other interim measures in Apple’s
sole discretion, if Apple reasonably believes that: (i) those Licensed Applications are not authorized for export
to one or more of the countries listed on Exhibit A, in accordance with the Export Administration Regulations;
(ii) those Licensed Applications and/or any End-User’s possession and/or use of those Licensed Applications,
infringe patent, copyright, trademark, trade secret or other intellectual property rights of any third party; (iii) the
distribution, sale and/or use of those Licensed Applications violates any applicable law in any country You
designated under Section 2.1 of this Schedule 2; (iv) You have violated the terms of the Agreement, this
Schedule 2, or other documentation including without limitation the App Review Guidelines; or (v) Your
Licensed Applications violate Section 5.4 of this Schedule 2, including without limitation upon notice by a
regulator of an alleged violation. An election by Apple to cease the marketing and allowing download of any
Licensed Applications, pursuant to this Section 7.3, shall not relieve You of Your obligations under this
Schedule 2.
7.4 You may withdraw any or all of the Licensed Applications from the App Store, at any time, and for any
reason, by using the tools provided on the iTunes Connect site, except that, with respect to Your End-Users,
You hereby authorize and instruct Apple to fulfill sections 1.2(b), (c), and (d) of this Schedule 2, which shall
survive termination or expiration of the Agreement unless You indicate otherwise pursuant to sections 5.1 and
7.2 of this Schedule 2.
8. Legal Consequences
The relationship between You and Apple established by this Schedule 2 may have important legal and/or tax
consequences for You. You acknowledge and agree that it is Your responsibility to consult with Your own legal
and tax advisors with respect to Your legal and tax obligations hereunder.
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EXHIBIT A
1. Apple as Agent
You appoint Apple Canada, Inc. (“Apple Canada”) as Your agent for the marketing and End-User download of
the Licensed Applications by End-Users located in the following country:
Canada
You appoint Apple Pty Limited (“APL”) as Your agent for the marketing and End-User download of the Licensed
Applications by End-Users located in the following countries:
Australia
New Zealand
You appoint Apple Inc. as Your agent pursuant to California Civil Code §§ 2295 et seq. for the marketing and
End-User download of the Licensed Applications by End-Users located in the following countries, as updated
from time to time via the iTunes Connect site:
Argentina
Anguilla
Antigua & Barbuda
Bahamas
Barbados
Belize
Bermuda
Bolivia
Brazil
British Virgin Islands
Cayman IslandsChile
Colombia
Costa Rica
Dominica
Dominican Republic
Ecuador
El Salvador
Grenada
Guyana
Guatemala
Honduras
Jamaica
Mexico
Montserrat
Nicaragua
Panama
Paraguay
Peru
St. Kitts & NevisSt. Lucia
St. Vincent & TheGrenadinesSuriname
Trinidad & TobagoTurks & CaicosUruguayVenezuela
United States
You appoint iTunes KK as Your agent pursuant to Article 643 of the Japanese Civil Code for the marketing and
End-User download of the Licensed Applications by End-Users located in the following country:
Japan
2. Apple as Commissionaire
You appoint iTunes S.à r.l., and as of 25 September 2016, Apple Distribution International, as Your
commissionaire for the marketing and End-User download of the Licensed Applications by End-Users located
in the following countries, as updated from time to time via the iTunes Connect site. For the purposes of this
Agreement, "commissionaire" means an agent who purports to act on his own behalf and concludes
agreements in his own name but acts on behalf of other persons, as generally recognized in many Civil Law
legal systems.
Albania
Algeria
Angola
Armenia
Austria
Azerbaijan
Bahrain
Belarus
Belgium
Benin
Bhutan
Botswana
Brunei
Bulgaria
Burkina-Faso
Cambodia
Cape Verde
Chad
China
Congo (Republic of)Croatia
Cyprus
Czech RepublicDenmark
Egypt
Estonia
Fiji
Finland
France
Gambia
Germany
Ghana
GreeceGuinea-BissauHong KongHungary
IcelandIndiaIndonesiaIrelandIsrael
Italy
JordanKazakhstanKenyaKoreaKuwaitKyrgyzstanLaos
Latvia
Lebanon
Liberia
Lithuania
Luxembourg
Macau
Macedonia
Madagascar
Malawi
Malaysia
Mali
Malta, Republic of
Mauritania
Mauritius
Micronesia, Fed
States of
Moldova
Mongolia
Mozambique
Namibia
Nepal
Netherlands
Niger
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Nigeria
Norway
Oman
Pakistan
Palau
Papua New GuineaPhilippines
Poland
Portugal
Qatar
Romania
Russia
Sao Tome ePrincipe
Saudi ArabiaSenegalSeychellesSierra LeoneSingaporeSlovakiaSloveniaSolomon Islands
South AfricaSpain
Sri LankaSwazilandSwedenSwitzerlandTaiwanTajikistanTanzaniaThailandTunisia
TurkeyTurkmenistanUAE
UgandaUkraine
United KingdomUzbekistanVietnam
YemenZimbabwe
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4 January 2018
EXHIBIT B
1. Apple shall collect and remit to the competent tax authorities the taxes described in Section 3.2 of this
Schedule 2 for sales of the Licensed Applications to End-Users located in the following countries, as updated
from time to time via the iTunes Connect site:
AlbaniaArmeniaAustraliaAustria
BelarusBelgiumBulgariaCanada
China*
Croatia
Cyprus
Czech RepublicDenmark
Estonia
Egypt
Finland
France
Germany
Greece
Hungary
Iceland
India
Ireland
Italy
Latvia
LithuaniaLuxembourgMalta, Republic ofNetherlands
New Zealand
Norway
Poland
Portugal
Romania
Russia**
Saudi ArabiaSlovakia
Slovenia
South Africa
Spain
Sweden
Switzerland
Taiwan
Turkey
United Arab EmiratesUnited KingdomUnited States
2. Apple shall not collect and remit the taxes described in Section 3.2 of this Schedule 2 for sales of the
Licensed Applications to End-Users located in the countries listed below as updated from time to time via the
iTunes Connect site. You shall be solely responsible for the collection and remittance of such taxes as may be
required by local law.
Algeria
Angola
Anguilla
Antigua & BarbudaArgentinaAzerbaijanBahamas
Bahrain
Barbados
Belize
Benin
Bermuda
Bhutan
Bolivia
Botswana
Brazil
British Virgin IslandsBruneiBurkina-FasoCambodia
Cape VerdeCayman IslandsChad
Chile
Colombia
Congo (Republic of)Costa RicaDominica
Dominican RepublicEcuador
El Salvador
Fiji
Gambia
Ghana
Grenada
Guatemala
Guinea-Bissau
Guyana
Honduras
Hong Kong
Indonesia
Israel
Jamaica
Japan
Jordan
Kazakhstan
Kenya
Korea
Kuwait
Kyrgyzstan
Laos
Lebanon
Liberia
Macau
Macedonia
Madagascar
MalawiMalaysia
Mali
MauritaniaMauritiusMexicoMicronesia (FedStates of)MoldovaMongoliaMontserratMozambiqueNamibia
Nepal
Nicaragua
Niger
Nigeria
Oman
Pakistan
Palau
Panama
Papua New GuineaParaguay
Peru
Philippines
Qatar
Sao Tome e Principe
Senegal
Seychelles
Sierra Leone
Singapore
Solomon Islands
Sri Lanka
St. Kitts and NevisSt. Lucia
St. Vincent & TheGrenadinesSurinameSwazilandTajikistanTanzaniaThailand
Trinidad & Tobago
Tunisia
Turkmenistan
Turks & Caicos
Uganda
Ukraine
Uruguay
Uzbekistan
Venezuela
Vietnam
Yemen
Zimbabwe
* Except for certain taxes to be collected as required by the Chinese government, iTunes shall not collect orremit additional taxes or levies in China. You understand and agree that You shall be solely responsible for thecollection and remittance of any taxes as may be required by local law.
**
Solely applicable to non-resident Developers. Apple shall not collect and remit taxes for Developers based in
Russia, and such developers shall be solely responsible for the collection and remittance of such taxes as may be
required by local law.
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EXHIBIT C
The list of available price tiers and proceeds is set forth in the iTunes Connect tool and may be updated by
Apple from time to time.
Customer Price is the price displayed to the End-User on the App Store. The agreed remittance currencies are
USD, CAD, MXN, AUD, NZD, JPY, Euro, DKK, SEK, CHF, NOK, GBP, CNY, SGD, HKD, TWD, RUB, TRY,
INR, IDR, ILS, ZAR, BRL, SAR, and AED depending on the currency of the Customer Price, as indicated in this
Exhibit C and as may be updated from time to time via the iTunes Connect site. Customers are charged the
following currencies in the following countries:
AED: United Arab EmiratesAUD: Australia
BGN: Bulgaria
BRL: Brazil
CAD: Canada
CHF: Switzerland
CLP: Chile
CNY: China
COP: Colombia
CZK: Czech Republic
DKK: Denmark
EGP: Egypt
Euro: Austria, Belgium, Cyprus, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia, Lithuania,
Malta (Republic of), Luxembourg, Netherlands, Portugal, Slovakia, Slovenia, SpainGBP: United Kingdom
HKD: Hong Kong
HRK: Croatia
HUF: HungaryIDR: IndonesiaILS: Israel
INR: India
JPY: Japan
KZT: KazakhstanMXN: MexicoMYR: MalaysiaNGN: NigeriaNOK: NorwayNZD: New ZealandPEN: Peru
PHP: Philippines
PKR: Pakistan
PLN: Poland
QAR: Qatari
RON: Romania
RUB: Russia
SAR: Saudi Arabia
SEK: Sweden
SGD: Singapore
THB: Thailand
TRY: Turkey
TWD: Taiwan
TZS: Tanzania
VND: Vietnam
USD: Albania, Algeria, Angola, Anguilla, Antigua & Barbuda, Argentina, Armenia, Azerbaijan, Bahamas,Bahrain, Barbados, Belarus, Belize, Benin, Bermuda, Bhutan, Bolivia, Botswana, British Virgin Islands, Brunei,Burkina-Faso, Cambodia, Cape Verde, Cayman Islands, Chad, Congo (Republic of), Costa Rica, Dominica,Dominican Republic, Ecuador, El Salvador, Fiji, Gambia, Ghana, Grenada, Guatemala, Guinea-Bissau,Guyana, Honduras, Iceland, Jamaica, Jordan, Kenya, Korea, Kuwait, Kyrgyzstan, Laos, Lebanon, Liberia,Macau, Macedonia, Madagascar, Malawi, Mali, Mauritania, Mauritius, Micronesia (Fed States of), Moldova,
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4 January 2018
Mongolia, Montserrat, Mozambique, Namibia, Nepal, Nicaragua, Niger, Oman, Palau, Panama, Papua New
Guinea, Paraguay, Sao Tome e Principe, Senegal, Seychelles, Sierra Leone, Solomon Islands, Sri Lanka, St.
Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, Suriname, Swaziland, Tajikistan, Trinidad and
Tobago, Tunisia, Turkmenistan, Turks and Caicos, Uganda, Ukraine, Uruguay, United States, Uzbekistan,
Venezuela, Yemen, Zimbabwe
ZAR: South Africa
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EXHIBIT D
1. Delivery of Licensed Applications to End-Users in Canada
Where You designate Apple Canada to allow access to the Licensed Applications to End-Users in Canada:
1.1 General
You shall indemnify and hold Apple harmless against any and all claims by the Canada Revenue Agency (the
“CRA”), Ministere du Revenu du Quebec (the “MRQ”) and the tax authorities of any province that has a
provincial retail sales tax (“PST”) for any failure to pay, collect or remit any amount(s) of goods and services
tax/harmonized sales tax (“GST/HST”) imposed under the Excise Tax Act (Canada) (The “ETA”), Quebec
Sales Tax (“QST”) or PST and any penalties and/or interest thereon in connection with any supplies made by
Apple Canada to End-Users in Canada on Your behalf and any supplies made by Apple Canada to You.
1.2 GST/HST
(a) This Section 1.2 of Exhibit D applies with respect to supplies made by You, through Apple Canada, as
agent to End-Users in Canada. Terms defined in the ETA have the same meaning when used in this Section
1.2. Apple Canada is registered for GST/HST purposes, with GST/HST Registration No. R100236199.
(b) If You are a resident of Canada or are a non-resident of Canada that is required to register for GST/HST
purposes pursuant to the ETA, it is a condition of this Schedule 2, that You are registered for GST/HST or have
submitted an application to register for GST/HST to the CRA with an effective GST/HST registration date of no
later than the date of this Schedule 2. You shall provide Apple Canada with satisfactory evidence of Your
GST/HST registration (e.g., a copy of Your CRA confirmation letter or print-out from the GST/HST Registry on
the CRA web site) at Apple Canada’s request. You warrant that You will notify Apple Canada if You cease to
be registered for GST/HST.
(c) If You are registered for GST/HST purposes, You, by executing this Schedule 2, (i) agree to enter into
the election pursuant to subsection 177(1.1) of the ETA to have Apple Canada collect, account for and remit
GST/HST on sales of Licensed Applications made to End-Users in Canada on Your behalf and have completed
(including entering its valid GST/HST registration number), signed and returned to Apple Canada Form
GST506 (accessible on the iTunes Connect site); and (ii) acknowledge that the commission payable by You to
Apple Canada includes GST at a rate of 5% (or the GST rate as applicable from time to time).
(d) If You are not registered for GST/HST purposes, by executing this Schedule 2 and not completing,
signing and returning Form GST506 to Apple Canada, You (i) certify that You are not registered for GST/HST
purposes; (ii) certify that You are not resident in Canada and do not carry on business in Canada for purposes
of the ETA; (iii) acknowledge that Apple Canada will charge, collect and remit GST/HST on sales of Licensed
Applications to End-Users in Canada made on Your behalf; (iv) acknowledge that the commission payable by
You to Apple Canada is zero-rated for GST/HST purposes (i.e., GST/HST rate is 0%); and (v) agree to
indemnify Apple for any GST/HST, interest and penalty assessed against Apple Canada if it is determined that
You should have been registered for GST/HST purposes such that the commission fees charged by Apple
Canada were subject to GST.
1.3 Quebec Sales Tax
Terms defined in an Act respecting the Quebec Sales Tax (the “QSTA”) have the same meaning when used in
this Section 1.3 of Exhibit D.
(a) If You are a resident of Quebec, it is a condition of this Schedule 2, that You are registered for QST or
have submitted an application to register for QST to the MRQ with an effective QST registration date of no later
than the date of this Schedule 2. You shall provide Apple Canada with satisfactory evidence of Your QST
registration (e.g., a copy of Your MRQ confirmation letter or print-out from the QST Registry on the MRQ web
site) at Apple Canada’s request. You warrant that You will notify Apple Canada if You cease to be registered
for QST.
(b) If You are a resident of Quebec, You, by executing this Schedule 2, (i) certify that You are registered for
QST; (ii) agree to enter into the election pursuant to section 41.0.1 of the QSTA to have Apple Canada collect,
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4 January 2018
account for and remit QST on sales of Licensed Applications to End-Users in Quebec made on Your behalf and
have completed (including entering its valid QST registration number), signed and returned to Apple Canada
Form FP2506-V; and (iii) acknowledge that Apple Canada will not charge, collect or remit QST on sales of
Licensed Applications made on Your behalf to End-Users located outside Quebec on the assumption that the
End-Users are not resident in Quebec and not registered for QST purposes such that the sales are zero-rated
for QST purposes.
(c) If You are not resident in Quebec, by executing this Schedule 2 and not completing, signing and
returning Form FP2506-V to Apple Canada, You (i) certify that You are not resident in Quebec; (ii) certify that
You do not have a permanent establishment in Quebec; and (iii) acknowledge Apple will charge, collect and
remit QST on sales of Licensed Applications to End-Users in Quebec made on Your behalf.
1.4 PST
This Section 1.4 of Exhibit D applies to supplies of Licensed Applications made by You, through Apple Canada,
as agent, to End-Users in the provinces of British Columbia, Saskatchewan, Manitoba, Ontario, Prince Edward
Island and any other province that has or that adopts a PST. You acknowledge and agree that Apple Canada
will charge, collect and remit applicable PST on sales of Licensed Applications made to End-Users in these
provinces by Apple Canada on Your behalf.
2. Delivery of Licensed Applications to End-Users in Australia
Where You designate APL to allow access to the Licensed Applications to End-Users in Australia:
2.1 You shall indemnify and hold Apple harmless against any and all claims by the Commissioner of
Taxation (“Commissioner”) for nonpayment or underpayment of GST under the A New Tax System (Goods and
Services Tax) Act 1999 (“GST Act”) and for any penalties and/ or interest thereon. In addition, You shall
indemnify and hold Apple harmless against any penalties imposed by the Commissioner for failing to register
for GST in Australia.
2.2 Goods and Services Tax (GST)
(a) General
(i) This Section 2.2 of Exhibit D applies to supplies made by You, through APL, as agent, that are
connected with Australia. Terms defined in the GST Act have the same meaning when used in this Section 2.2.
(ii) Unless expressly stated otherwise, any sum payable or amount used in the calculation of a sum
payable under this Schedule 2 has been determined without regard to GST and must be increased on account
of any GST payable under this Section 2.2.
(iii) If any GST is payable on any taxable supply made under this Schedule 2 by a supplier to a
recipient, the recipient must pay the GST to the supplier at the same time and in the same manner as providing
any monetary consideration. For the avoidance of doubt, this includes any monetary consideration that is
deducted by APL as commission in accordance with Section 3.4 of this Schedule 2.
(iv) The amount recoverable on account of GST under this clause by APL will include any fines,
penalties, interest and other charges.
(v) This Section 2 of Exhibit D survives the termination of the Agreement.
(b) Resident Developers or Non-resident GST-Registered Developers
(i) If You are a resident of Australia, it is a condition of this Schedule 2, that You have an Australian
Business Number (“ABN”) and are registered for GST or have submitted an application to register for GST to
the Commissioner with an effective GST registration date of no later than the date of this Schedule 2. You will
provide Apple with satisfactory evidence of Your ABN and GST registration (by uploading to Apple, using the
iTunes Connect site, a copy of Your GST registration or print-out from the Australian Business Register) within
30 days of this Schedule 2. You warrant that You will notify Apple if it ceases to hold a valid ABN or be
registered for GST.
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(ii) If You are a non-resident and are registered for GST, it is a condition of this Schedule 2 that You
will provide Apple with satisfactory evidence of Your ABN and GST registration within 30 days of this Schedule
2. You warrant that You will notify Apple if You cease to be registered for GST.
(iii) You and Apple agree to enter into an arrangement for the purposes of s.153-50 of the GST Act.
You and Apple further agree that for taxable supplies made by You, through APL as agent, to any End-User:
(A) APL will be deemed as making supplies to any End-User;
(B) You will be deemed as making separate, corresponding supplies to APL;
(C) APL will issue to any End-User, in APL’s own name, all tax invoices and adjustment notes relating to
supplies made under section (iii)(a);
(D) You will not issue to any End-User any tax invoices or adjustment notes relating to taxable
supplies made under section (iii)(a);
(E) APL will issue a recipient created tax invoice to You in respect of any taxable supplies made by
You to APL under this Schedule 2, including taxable supplies made under section (iii)(b); and
(F) You will not issue a tax invoice to Apple in respect of any taxable supplies made by You to Apple
under this Schedule 2, including taxable supplies made under section (iii)(b).
(c) Non-resident, Non-GST-registered Developers
If You are a non-resident and are not registered for GST, then:
(i) APL will issue to any End-User, in APL’s own name, all tax invoices and adjustment notes relating
to taxable supplies made by You through APL as agent; and
(ii) You will not issue to any End-User any tax invoices or adjustment notes relating to taxable
supplies made by You through APL as agent.
3. Delivery of Licensed Applications to End-Users in the United States
Where You designate Apple Inc. to allow access to the Licensed Applications to End-Users in the United
States:
3.1 If You are not a resident of the United States for U.S. federal income tax purposes, You will complete
Internal Revenue Service Form W-8BEN and/or any other required tax forms and provide Apple with a copy of
such completed form(s), and any other information necessary for compliance with applicable tax laws and
regulations, as instructed on the iTunes Connect site.
3.2 If Apple, in its reasonable belief, determines that any state or local sales, use or similar transaction tax
may be due from Apple or You in connection with the sale or delivery of any of the Licensed Applications,
Apple will collect and remit those taxes to the competent tax authorities. To the extent that the incidence of any
such tax, or responsibility for collecting that tax, falls upon You, You authorize Apple to act on Your behalf in
collecting and remitting that tax, but to the extent that Apple has not collected any such tax, or has not received
reimbursement for that tax, from End-Users, You shall remain primarily liable for the tax, and You will
reimburse Apple for any tax payments that Apple is required to make, but is not otherwise able to recover.
3.3 In the event that You incur liability for income tax, franchise tax, business and occupation tax, or any
similar taxes based on Your income, You shall be solely responsible for that tax.
4. Delivery of Licensed Applications to End-Users in Japan
Where You designate iTunes KK to allow access to the Licensed Applications to End-Users in Japan:
4.1 You acknowledge and agree that You have the sole responsibility for: (i) consumption tax output liability,
if any, with respect to delivery on Your behalf of Your Licensed Applications to End-Users by iTunes KK; (ii)
filing of consumption tax returns and payment of consumption tax to the Japanese government, if applicable;
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and (iii) determining independently, in consultation with Your own tax advisor, Your taxpayer status and tax
payment obligations for consumption tax purposes.
4.2 Commissions charged by iTunes KK to Japan resident developers will include consumption tax.
4.3 If You are not a resident of Japan, You may complete the withholding tax forms for Your country of
residencetoclaimtreatybenefitswithJapan. Notwithstandingsection3.3ofSchedule2,iTunesKKwillremit
such funds as are due to You prior to receipt of such tax documentation, but in such case in its discretion
iTunes KK may withhold and remit to the competent tax authorities Japanese withholding tax unreduced by any
tax treaty. iTunes KK will apply any reduced rate of withholding tax provided for in any income tax treaty
between Your country of residence and Japan only to remittances made to You after iTunes KK receives and
has filed the required tax documentation. iTunes KK will not refund any withholding tax withheld on remittances
made prior to that date.
5. Delivery of Licensed Applications to End-Users in countries listed in Exhibit A, Section 2
Where You designate iTunes S.à r.l., located at 31-33 rue Sainte Zithe, L-2763 Luxembourg, and as of 25
September 2016, Apple Distribution International, located at Hollyhill Industrial Estate, Hollyhill, Cork, Republic
of Ireland, to allow access to the Licensed Applications to End-Users in Exhibit A, Section 2:
You acknowledge that in the event iTunes S.à r.l. or Apple Distribution International is subject to any sales, use,
goods and services, value added, or other tax or levy with respect to any remittance to You, the full amount of
such tax or levy shall be solely for Your account. For the avoidance of doubt, any invoice issued by You to
iTunes S.à r.l. or Apple Distribution International will be limited to amounts actually due to You, which amounts
shall be inclusive of any value added or other tax or levy as set forth above. You will indemnify and hold Apple
harmless against any and all claims by any competent tax authorities for any underpayment of any such sales,
use, goods and services, value added, or other tax or levy, and any penalties and/or interest thereon.
6. Delivery of Licensed Applications to End-Users in New Zealand
Where You designate APL to allow access to the Licensed Applications to End-Users in New Zealand:
(A) General
(i) You shall indemnify and hold APL harmless against any and all claims by the Inland Revenue for
nonpayment or underpayment of GST under the Goods and Services Tax Act 1985 (“GST Act 1985”)
and for any penalties and/or interest thereon.
(ii) This Section 6 of Exhibit D applies to supplies made by You, through APL as agent, to any End-
User who is resident in New Zealand. Terms defined in the GST Act of 1985 have the same meaning when
used in Section 6 of Exhibit D.
(iii) This Section 6 of Exhibit D survives the termination of the Agreement.
(iv) You and Apple agree that APL is the operator of the electronic marketplace in respect of supplies
made by you, through APL as agent, to any End-User who is resident in New Zealand, and is treated as the
supplier of those supplies under s. 60C of the GST Act 1985 for GST purposes.
(B) Resident Developers
(i) If You are a resident of New Zealand, You and Apple agree under s.60(1C) of the GST Act 1985 thatsupplies of services made by You through APL as agent to any End-User resident in New Zealand, are
treated as 2 separate supplies for GST purposes, being—
(a) a supply of services from You to APL; and
(b) a supply of those services from APL to the End-User resident in New Zealand.
(ii) You and APL acknowledge that the supply of services from You to APL for GST purposes under Section
6(B)(i)(a) of this Exhibit D is not subject to GST under the GST Act 1985.
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(C) Non Resident Developers
(i) If You are a non resident of New Zealand, You and Apple agree under s. 60(1B) of the GST Act 1985 that
supplies of services made by You through APL as agent to any End-User resident in New Zealand, are treated
as 2 separate supplies for GST purposes, being -
(a) a supply of services from You to APL; and
(b) a supply of those services from APL to the End-User resident in New Zealand.
(ii) You and APL acknowledge that the supply of services from You to APL for GST purposes under
Section 6(C)(i)(a) of this Exhibit D is not subject to GST under the GST Act 1985.
(D) APL will issue to any End-User, in APL’s own name, the required documentation relating to taxable
supplies made under Section 6 of this Exhibit D.
(E) You will not issue to any End-User any documentation relating to taxable supplies made under Section 6
of this Exhibit D.
7. Delivery of Licensed Applications to End-Users in Brazil
Where You designate Apple Inc. to allow access to the Licensed Applications to End-Users in Brazil:
(A) General
7.1 You acknowledge and agree that You have the sole responsibility for: (i) any indirect taxes liability
(including but not limited to goods and services taxes), with respect to delivery on Your behalf of Your Licensed
Applications to End-Users by Apple; (ii) filing of indirect tax returns and payment of indirect taxes to the
Brazilian government, if applicable; and (iii) determining independently, or in consultation with Your own tax
advisor, Your taxpayer status and tax payment obligations for indirect tax purposes.
7.2 You authorize, consent to, and acknowledge that Apple may use a third party in Brazil, an Apple
subsidiary and/or a third party vendor (the “Collecting Entity”), to collect any amounts from End-Users for the
Licensed Applications and remit such amounts out of Brazil to Apple to enable the remittance of Your proceeds
to You.
7.3 To the extent withholding taxes are applicable on remittances out of Brazil of the prices payable by End-
Users for the Licensed Applications, the Collecting Entity will deduct the full amount of such withholding tax
from the gross amount owed to You by Apple and will pay the amount withheld to the competent Brazilian tax
authorities in Your name. The Collecting Entity will use commercially practical efforts to issue the respective
withholding tax forms, which will be provided to You by Apple as provided in the Brazilian tax law. You are
solely responsible for providing any additional documentation required by the tax authorities in Your country to
be able to claim any foreign tax credits, if applicable.
(B) Non-Resident Developers
7.4 If You are not a resident of Brazil and to the extent withholding taxes are applicable on the remittances
out of Brazil of the gross amount owed to You, You may provide to Apple Your country of residence certificate
or equivalent documentation to claim a reduced rate of withholding tax under an applicable income tax treaty
between Your country of residence and Brazil. The Collecting Entity will apply a reduced rate of withholding tax,
if any, as provided in the applicable income tax treaty between Your country of residence and Brazil, only after
You furnish Apple with the documentation as required under that income tax treaty or otherwise satisfactory to
Apple, which is sufficient to establish Your entitlement to that reduced rate of withholding tax. You
acknowledge that the reduced rate will only take effect after Apple approves and accepts the tax residence
certificate or equivalent documentation provided by You. Notwithstanding section 3.3 of Schedule 2, if Your
funds will be remitted out of Brazil prior to receipt and approval by Apple of such tax documentation, the
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Collecting Entity may withhold and remit to the competent tax authorities the full amount of withholding tax
unreduced by any tax treaty, and Apple will not refund to You any amount of such taxes withheld and remitted.
You will indemnify and hold Apple and the Collecting Entity harmless against any and all claims by any
competent tax authority for any underpayment of any such withholding or similar taxes, and any penalties
and/or interest thereon, including, but not limited to, underpayments attributable to any erroneous claim or
representation by You as to Your entitlement to, or Your actual disqualification for, the benefit of a reduced rate
of withholding tax.
(C) Resident Developers
7.5 If You are a resident of Brazil, You must update Your account with your respective Brazilian taxpayer
number (CNPJ or CPF, as applicable). You acknowledge that by not providing the Your respective Brazilian
taxpayer number, Your Licensed Applications may be removed from the Brazilian Store until such time as your
Brazilian taxpayer number is provided.
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EXHIBIT E
Instructions for Minimum Terms of Developer’s End-User License Agreement
1. Acknowledgement: You and the End-User must acknowledge that the EULA is concluded between You
and the End-User only, and not with Apple, and You, not Apple, are solely responsible for the Licensed
Application and the content thereof. The EULA may not provide for usage rules for Licensed Applications that
are in conflict with, the App Store Terms of Service as of the Effective Date (which You acknowledge You have
had the opportunity to review).
2. Scope of License: The license granted to the End-User for the Licensed Application must be limited to a
non-transferable license to use the Licensed Application on any Apple-branded Products that the End-User
owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that
such Licensed Application may be accessed and used by other accounts associated with the purchaser via
Family Sharing or volume purchasing.
3. Maintenance and Support: You must be solely responsible for providing any maintenance and support
services with respect to the Licensed Application, as specified in the EULA, or as required under applicable law.
You and the End-User must acknowledge that Apple has no obligation whatsoever to furnish any maintenance
and support services with respect to the Licensed Application.
4. Warranty: You must be solely responsible for any product warranties, whether express or implied by law, to
the extent not effectively disclaimed. The EULA must provide that, in the event of any failure of the Licensed
Application to conform to any applicable warranty, the End-User may notify Apple, and Apple will refund the
purchase price for the Licensed Application to that End-User; and that, to the maximum extent permitted by
applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed
Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to
conform to any warranty will be Your sole responsibility.
5. Product Claims: You and the End-User must acknowledge that You, not Apple, are responsible for
addressing any claims of the End-User or any third party relating to the Licensed Application or the end- user’s
possession and/or use of that Licensed Application, including, but not limited to: (i) product liability claims; (ii)
any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and
(iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with Your
Licensed Application’s use of the HealthKit and HomeKit frameworks. The EULA may not limit Your liability to
the End-User beyond what is permitted by applicable law.
6. Intellectual Property Rights: You and the End-User must acknowledge that, in the event of any third party
claim that the Licensed Application or the End-User’s possession and use of that Licensed Application infringes
that third party’s intellectual property rights, You, not Apple, will be solely responsible for the investigation,
defense, settlement and discharge of any such intellectual property infringement claim.
7. Legal Compliance: The End-User must represent and warrant that (i) he/she is not located in a country that
is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist
supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.
8. Developer Name and Address: You must state in the EULA Your name and address, and the contact
information (telephone number; E-mail address) to which any End-User questions, complaints or claims with
respect to the Licensed Application should be directed.
9. Third Party Terms of Agreement: You must state in the EULA that the End-User must comply with
applicable third party terms of agreement when using Your Application, e.g., if You have a VoIP application,
then the End-User must not be in violation of their wireless data service agreement when using Your
Application.
10. Third Party Beneficiary: You and the End-User must acknowledge and agree that Apple, and Apple’s
subsidiaries, are third party beneficiaries of the EULA, and that, upon the End-User’s acceptance of the terms
and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to
enforce the EULA against the End-User as a third party beneficiary thereof.
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By clicking to agree to this Schedule 3, which is hereby offered to You by Apple, You agree with Apple to
amend that certain Apple Developer Program License Agreement currently in effect between You and Apple
(the “Agreement”) to add this Schedule 3 thereto (supplanting any existing Schedule 3). Except as otherwise
provided herein, all capitalized terms shall have the meanings set forth in the Agreement.
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Schedule 3
1. Appointment of Agent and Commissionaire
1.1 You hereby appoint Apple and Apple Subsidiaries (collectively “Apple”) as: (i) Your agent for the
marketing, sale and delivery of Custom B2B Applications to VPP Customers and applicable End-Users located
in those countries listed on Exhibit A, Section 1 to this Schedule 3, subject to change; and (ii) Your
commissionaire for the marketing, sale, and delivery of Custom B2B Applications to VPP Customers and
applicable End-Users located in those countries listed on Exhibit A, Section 2 to this Schedule 3, subject to
change, during the Delivery Period. The most current list of App Store countries among which You may select
with respect to Your Custom B2B Applications shall be set forth in the iTunes Connect tool and may be
updated by Apple from time to time. You hereby acknowledge that Apple will market and make the Custom
B2B Applications available for purchase by VPP Customers through the B2B Program Site, and downloadable
by End-Users or, solely in connection with certain Apple licensed software, by VPP Customers using a single
Apple ID for distribution to multiple End-Users, for You and on Your behalf.
For purposes of this Schedule 3:
“B2B Content Code(s)” means alphanumeric content codes generated by Apple and distributed to VPP
Customers that may be redeemed by an End-User for the download of a licensed copy of the Custom B2B
Application.
"Custom B2B Application" also includes any additional permitted functionality, content, or services sold by You
from within a Custom B2B Application using the In-App Purchase API.
"End-User" includes the individual authorized to use the Custom B2B Application by the institutional purchaser,
the institutional administrator responsible for management of installations on shared devices, as well as
authorized institutional purchasers themselves, including educational institutions approved by Apple, which
may acquire the Custom B2B Applications for use by their employees, agents, and affiliates.
“Licensed Application” shall include any content, functionality, extensions, stickers, or services offered in the
software application.
“Licensed Application Information” includes Licensed Application Information associated with a Custom B2B
Application.
“Volume Purchase Program” or “VPP” means an Apple program that offers the ability to obtain Custom B2B
Applications and make purchases of Licensed Applications in bulk subject to the Volume Purchase Program
terms, conditions, and program requirements.
“VPP Customer(s)” means a third party that is enrolled in Apple’s Volume Purchase Program.
“You” shall include iTunes Connect users authorized by You to submit Licensed Applications and associated
metadata on Your behalf.
1.2 In furtherance of Apple’s appointment under Section 1.1 of this Schedule 3, You hereby authorize and
instruct Apple to:
(a) market, solicit, and obtain orders on Your behalf for Custom B2B Applications from VPP Customers
identified by You and their related End-Users in the countries identified in the iTunes Connect tool;
(b) provide hosting services to You, in order to allow for the storage of, and End-User access to, the Custom
B2B Applications and, solely in connection with certain Apple licensed software, permit third party hosting of
such Custom B2B Applications;
(c) make copies of, format, and otherwise prepare Custom B2B Applications for acquisition and download
by End-Users, including adding the Security Solution and other optimizations identified in the Agreement;
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(d) allow or, in the case of cross-border assignments of VPP purchases, arrange for End-Users to access
and re-access copies of the Custom B2B Applications, so that End-Users may acquire and electronically
download those Custom B2B Applications developed by You, Licensed Application Information, and associated
metadata to End-Users through the B2B Program Site, and You hereby authorize distribution of Your Custom
B2B Applications under this Schedule 3 for use by multiple End-Users when the Custom B2B Application is
purchased by a single institutional customer via the Volume Purchase Program for use by its End-Users and/or
for installation on devices with no associated iTunes Account that are owned or controlled by that institutional
customer in accordance with the Volume Purchase Program terms, conditions, and program requirements;
(e) issue invoices for the purchase price payable by VPP Customers for the Custom B2B Applications;
(f) use (i) screen shots and/or up to 30 second excerpts of the Custom B2B Applications; (ii) trademarks
and logos associated with the Custom B2B Applications; and (iii) Licensed Application Information, for
promotional purposes in marketing materials, excluding those portions of the Custom B2B Applications,
trademarks or logos, or Custom B2B Application Information which You do not have the right to use for
promotional purposes, and which You identify in writing at the time that the Custom B2B Applications are
delivered by You to Apple under Section 2.1 of this Schedule 3, and use images and other materials that You
may provide to Apple, at Apple’s reasonable request, for promotional purposes in marketing materials; and
(g) otherwise use Custom B2B Applications, Licensed Application Information and associated metadata as may
be reasonably necessary in the marketing and delivery of the Custom B2B Applications in accordance with this
Schedule 3. You agree that no royalty or other compensation is payable for the rights described above in
Section 1.2 of this Schedule 3.
1.3 The parties acknowledge and agree that their relationship under this Schedule 3 is, and shall be, that of
principal and agent, or principal and commissionaire, as the case may be, as described in Exhibit A, Section 1
and Exhibit A, Section 2, respectively, and that You, as principal, are, and shall be, solely responsible for any
and all claims and liabilities involving or relating to, the Custom B2B Applications, as provided in this Schedule
3. The parties acknowledge and agree that Your appointment of Apple as Your agent or commissionaire, as the
case may be, under this Schedule 3 is non-exclusive. You hereby represent and warrant that You own or
control the necessary rights in order to appoint Apple and Apple Subsidiaries as Your worldwide agent and/or
commissionaire for the delivery of Your Custom B2B Applications, and that the fulfillment of such appointment
by Apple and Apple Subsidiaries shall not violate or infringe the rights of any third party.
1.4 For purposes of this Schedule 3, the “Delivery Period” shall mean the period beginning on the Effective
Date of the Agreement, and expiring on the last day of the Agreement or any renewal thereof; provided,
however, that Apple’s appointment as Your agent or commissionaire shall survive expiration of the Agreement
for a reasonable phase-out period not to exceed thirty (30) days after the final outstanding Content Code for
Your Custom B2B Applications has been redeemed and further provided that, solely with respect to Your End-
Users, subsections 1.2(b), (c), and (d) of this Schedule 3 shall survive termination or expiration of the
Agreement unless You indicate otherwise pursuant to sections 5.1 and 7.2 of this Schedule 3.
2. Delivery of the Custom B2B Applications to Apple
2.1 You will deliver to Apple, at Your sole expense, using the iTunes Connect tool, the Custom B2B
Applications, Licensed Application Information and associated metadata, in a format and manner prescribed by
Apple, as required for the delivery of the Custom B2B Applications to End-Users in accordance with this
Schedule 3 and will identify this material as a Custom B2B Application via the iTunes Connect site. Metadata
You deliver to Apple under this Schedule 3 will include: (i) the title and version number of each of the Custom
B2B Applications; (ii) the VPP Customers You designate as authorized purchasers of the Custom B2B
Application and whose End-Users may use the Content Codes; (iii) any copyright or other intellectual property
rights notices; (iv) Your privacy policy, if any; (v) Your End-User license agreement (“EULA”), if any, in
accordance with Section 4.2 of this Schedule 3; and (vi) any additional metadata set forth in the Documentation
and/or the iTunes Connect Tool as may be updated from time to time, including metadata designed to enhance
search and discovery for content on Apple-branded hardware.
2.2 All Custom B2B Applications will be delivered by You to Apple using software tools, a secure FTP site
address and/or such other delivery methods as prescribed by Apple.
2.3 You hereby certify that all of the Custom B2B Applications You deliver to Apple under this Schedule 3
are authorized for export from the United States to each of the countries listed on Exhibit A hereto, in
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accordance with the requirements of all applicable laws, including but not limited to the United States Export
Administration Regulations, 15 C.F.R. Parts 730-774 and the International Traffic In Arms Regulations 22
C.F.R. Parts 120-130. Without limiting the generality of this Section 2.3, You certify that (i) none of the Custom
B2B Applications contains, uses or supports any data encryption or cryptographic functions; or (ii) in the event
that any Custom B2B Application contains, uses or supports any such data encryption or cryptographic
functionality, You will upon request provide Apple with a PDF copy of Your Encryption Registration Number
(ERN), or export classification ruling (CCATS) issued by the United States Commerce Department, Bureau of
Industry and Security and PDF copies of appropriate authorizations from other countries that mandate import
authorizations for that Licensed Application, as required. You acknowledge that Apple is relying upon Your
certification in this Section 2.3 in allowing End-Users to access and download the Custom B2B Applications
under this Schedule 3. Except as provided in this Section 2.3, Apple will be responsible for compliance with the
requirements of the Export Administration Regulations in allowing End-Users to access and download the
Custom B2B Applications under this Schedule 3.
3. Delivery of the Custom B2B Applications to End-Users
3.1 You acknowledge and agree that Apple, in the course of acting as agent and/or commissionaire for You,
is hosting the Custom B2B Applications, providing Content Codes to VPP Customers, and is allowing the
download of the Custom B2B Applications by End-Users, on Your behalf. However, You are responsible for
hosting and delivering content or services sold by You using the In-App Purchase API, except for content that
is included within the Custom B2B Application itself (i.e., the In-App Purchase simply unlocks the content) or
content hosted by Apple pursuant to Section 3.3 of the Program Agreement. All of the Custom B2B
Applications shall be marketed by Apple, on Your behalf, to End-User VPP Customers at prices identified in a
price tier and designated by You, in Your sole discretion, from the pricing schedule attached to this Schedule 3
as Exhibit C, which may be updated from time to time by Apple on iTunes Connect. You may change the price
tier for any Custom B2B Application at any time, at Your discretion, in accordance with the pricing schedule set
forth on that Exhibit C as updated from time to time, using tools provided on the iTunes Connect tool. As Your
agent and/or commissionaire, Apple shall be solely responsible for the collection of all prices payable by VPP
Customers for Custom B2B Applications acquired by End-Users under this Schedule 3.
3.2 In the event that the sale or delivery of any of the Custom B2B Applications to any End-User is subject to
any sales, use, goods and services, value added, or other similar tax or levy, under applicable law,
responsibility for the collection and remittance of that tax for sales of the Custom B2B Applications to End-
Users will be determined in accordance with Exhibit B to this Schedule 3 as updated from time to time via the
iTunes Connect site. For the sake of clarity, Apple shall not be responsible for the collection and remittance of
telecommunications and similar taxes. You shall indemnify and hold Apple harmless against any and all claims
by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or
levy, and any penalties and/or interest thereon.
3.3 In furtherance of the parties’ respective tax compliance obligations, Apple requires that You comply with
the requirements listed on Exhibit D to this Schedule 3 or on iTunes Connect depending upon, among other
things, (i) Your country of residence, and (ii) the countries designated by You in which You wish Apple to allow
sale of and access to the Custom B2B Applications. In the event that Apple collects any amounts
corresponding to the purchase price for any of Your Custom B2B Applications before You have provided Apple
with any tax documentation required under Exhibit D to this Schedule 3, Apple will not remit those amounts to
You, but will hold those amounts in trust for You, until such time as You have provided Apple with the required
tax documentation. Upon receipt of all required tax documents from You, Apple will remit to You any amounts
held in trust by Apple for You, without interest, under this Section 3.3, in accordance with the provisions of this
Schedule 3.
3.4 Apple shall be entitled to the following commissions in consideration for its services as Your agent
and/or commissionaire under this Schedule 3:
(a) For sales of Custom B2B Applications to VPP Customers located in those countries listed in Exhibit B,
Section 1 of this Schedule 3 as updated from time to time via the iTunes Connect site, Apple shall be entitled to
a commission equal to thirty percent (30%) of all prices payable by each VPP Customer. For purposes of
determining the commissions to which Apple is entitled under this Section 3.4(a), the prices payable by VPP
Customers shall be net of any and all taxes collected, as provided in Section 3.2 of this Schedule 3.
(b) For sales of Custom B2B Applications to VPP Customers located in those countries listed in Exhibit B,
Section 2 of this Schedule 3 as updated from time to time via the iTunes Connect site, Apple shall be entitled to
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a commission equal to thirty percent (30%) of all prices payable by each VPP Customer.
Except as otherwise provided in Section 3.2 of this Schedule 3, Apple shall be entitled to the commissions
specified in Sections 3.4(a) and 3.4(b) hereof without reduction for any taxes or other government levies,
including any and all taxes or other, similar obligations of You, Apple or any VPP Customer relating to the
delivery or use of the Custom B2B Applications.
3.5 Upon collection of any amounts from any VPP Customer as the price for any Custom B2B Applicationdelivered to that VPP Customer’s designated End-Users hereunder, Apple shall deduct the full amount of itscommission with respect to that Custom B2B Application, and any taxes collected by Apple under Section 3.2hereof, and shall remit to You, or issue a credit in Your favor, as the case may be, the remainder of those
prices in accordance with Apple standard business practices, including the following: remittance payments (i)are made by means of wire transfer only; (ii) are subject to minimum monthly remittance amount thresholds; (iii)require You to provide certain remittance-related information on the iTunes Connect site; and (iv) subject to theforegoing requirements, will be made no later than forty-five (45) days following the close of the monthly periodin which the corresponding amount was received by Apple from the End-User. No later than forty- five (45)
days following the end of each monthly period, Apple will make available to You on the iTunes Connect site asales report in sufficient detail to permit You to identify the Custom B2B Applications sold in that monthly periodand the total amount to be remitted to You by Apple. You hereby acknowledge and agree that Apple shall beentitled to a commission, in accordance with this Section 3.5 on the delivery of any B2B Content Codes to anyVPP Customer, even if Apple is unable to collect the price for that Custom B2B Application from the VPPCustomer. In the event that the purchase price received by Apple from any VPP Customer for any Custom B2BApplication is in a currency other than the remittance currency agreed between Apple and You, the purchaseprice for that Custom B2B Application shall be converted to the remittance currency, and the amount to beremitted by Apple to You shall be determined, in accordance with an exchange rate fixed for the DeliveryPeriod, as reflected in Exhibit C attached hereto as updated from time to time pursuant to section 3.1 of thisSchedule 3. Apple may provide a means on iTunes Connect to enable You to designate a primary currency forthe bank account designated by You for receiving remittances (“Designated Currency”). Apple may causeApple's bank to convert all remittances in any remittance currency other than the Designated Currency into theDesignated Currency prior to remittance to You. You agree that any resulting currency exchange differentials orfees charged by Apple's bank may be deducted from such remittances. You remain responsible for any fees(e.g., wire transfer fees) charged by Your bank or any intermediary banks between Your bank and Apple’s bank.
3.6 In the event that any price payable by any VPP Customer for any of the Custom B2B Applications is
subject to (i) any withholding or similar tax; or (ii) any sales, use, goods and services, value added, or other tax
or levy not collected by Apple under Section 3.2 hereof; or (iii) any other tax or other government levy of
whatever nature, the full amount of that tax or levy shall be solely for Your account, and shall not reduce the
commission to which Apple is entitled under this Schedule 3.
3.7 In the event that any remittance made by Apple to You is subject to any withholding or similar tax, the full
amount of that withholding or similar tax shall be solely for Your account, and will not reduce the commission to
which Apple is entitled on that transaction. If Apple reasonably believes that such tax is due, Apple will deduct
the full amount of such withholding or similar tax from the gross amount owed to You, and will pay the full
amount withheld over to the competent tax authorities. Apple will apply a reduced rate of withholding tax, if any,
provided for in any applicable income tax treaty only if You furnish Apple with such documentation required
under that income tax treaty or otherwise satisfactory to Apple, sufficient to establish Your entitlement to the
benefit of that reduced rate of withholding tax. Upon Your timely request to Apple in writing, using means
reasonably designated by Apple, Apple will use commercially practical efforts to report to You the amount of
Apple’s payment of withholding or similar taxes to the competent tax authorities on Your behalf. You will
indemnify and hold Apple harmless against any and all claims by any competent tax authority for any
underpayment of any such withholding or similar taxes, and any penalties and/or interest thereon, including, but
not limited to, underpayments attributable to any erroneous claim or representation by You as to Your
entitlement to, or Your disqualification for, the benefit of a reduced rate of withholding tax.
3.8 You may offer auto-renewing subscriptions in select Territories using the In-App Purchase API subject to
the terms of this Schedule 3, provided that:
(a) Auto-renew functionality must be on a weekly, monthly, bi-monthly, tri-monthly, semi-annual or annual
basis at a price You select based on the pricing matrix attached to this Schedule 3 as Exhibit C. You may,
however, offer more than one option.
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(b) You clearly and conspicuously disclose to users the following information regarding Your auto-renewing
subscription:
Title of publication or service
Length of subscription (time period and/or number of deliveries during each subscription period)
Price of subscription, and price per issue if appropriate
Payment will be charged to iTunes Account at confirmation of purchase
Subscription automatically renews unless auto-renew is turned off at least 24-hours before the end
of the current period
Account will be charged for renewal within 24-hours prior to the end of the current period, and
identify the cost of the renewal
Subscriptions may be managed by the user and auto-renewal may be turned off by going to the
user’s Account Settings after purchase
No cancellation of the current subscription is allowed during active subscription period
Links to Your Privacy Policy and Terms of Use
Any unused portion of a free trial period, if offered, will be forfeited when the user purchases a
subscription to that publication, where applicable.
(c) You must fulfill the offer during the entire subscription period, as marketed and, in the event you breach
this section 3.8(c) of Schedule 3, you hereby authorize and instruct Apple to refund to the End-User the full
amount, or any portion thereof in Apple’s sole discretion, of the price paid by the End-User for that subscription.
In the event that Apple refunds any such price to an End-User, You shall reimburse, or grant Apple a credit for,
an amount equal to the price for that subscription. Apple will have the right to retain its commission on the sale
of that subscription, notwithstanding the refund of the price to the End-User. You acknowledge that Apple may
exercise its rights under section 7.3 of this Schedule 3 for repeated violations of this provision.
3.9 The auto-renewing feature may be disabled if the subscription price is increased during an active
subscription period.
3.10 To the extent you promote and offer for sale auto-renewing subscriptions, You must do so in compliance
with all legal and regulatory requirements.
3.11 Subscription services purchased within Custom B2B Applications must use In-App Purchase, which will
be charged to the End-User iTunes account, not the VPP Customer account.
In addition to using the In-App Purchase API, a Custom B2B Application may read or play content (magazines,
newspapers, books, audio, music, video) that is offered outside of the Custom B2B Application (such as, by
way of example, through Your website) provided that You do not link to or market external offers for such
content within the Custom B2B Application. You are responsible for authentication access to content acquired
outside of the Custom B2B Application.
3.12 If your Custom B2B Application is periodical content-based (e.g. magazines and newspapers), Apple
may provide You with the name, email address, and zip code associated with an End-User’s account when
they purchase an auto-renewing subscription via the In-App Purchase API, provided that such user consents to
the provision of data to You, and further provided that You may only use such data to promote Your own
products and otherwise in strict compliance with Your publicly posted Privacy Policy, a copy of which must be
readily viewed through and is consented to in Your Custom B2B Application. You may offer a free incentive to
extend the subscription if the user agrees to send this information.
4. Ownership and End-User Licensing
4.1 The parties acknowledge and agree that Apple shall not acquire any ownership interest in or to any of
the Custom B2B Applications or Licensed Application Information, and title, risk of loss, responsibility for, and
control over the Custom B2B Applications shall, at all times, remain with You. Apple may not use any of the
Custom B2B Applications or Licensed Application Information for any purpose, or in any manner, except as
specifically authorized in this Schedule 3.
4.2 You may deliver to Apple Your own EULA for any Custom B2B Application at the time that You deliver
that Custom B2B Application to Apple, in accordance with Section 2.1 of this Schedule 3; provided, however,
that Your EULA must include and may not be inconsistent with the minimum terms and conditions specified on
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Exhibit E to this Schedule 3 and must comply with all applicable laws in the United States. Apple shall allow
each End-User to which Apple allows access to any such Custom B2B Application to review Your EULA (if any)
at the time that Apple delivers that Custom B2B Application to that End-User, and Apple shall notify each End-
User that the End-User’s use of that Custom B2B Application is subject to the terms and conditions of Your
EULA (if any). In the event that You do not furnish Your own EULA for any Custom B2B Application to Apple,
You acknowledge and agree that each End-User’s use of that Custom B2B Application shall be subject to
Apple’s standard EULA (which is part of the App Store Terms of Service).
4.3 You hereby acknowledge that the EULA for each of the Custom B2B Applications is solely between You
and the End-User and conforms to applicable law, and Apple shall not be responsible for, and shall not have
any liability whatsoever under, any EULA or any breach by You or any End-User of any of the terms and
conditions of any EULA.
5. Content Restrictions and Software Rating
5.1 You represent and warrant that: (a) You have the right to enter into this Agreement, to reproduce and
distribute each of the Custom B2B Applications, and to authorize Apple to permit End-Users to download and
use each of the Custom B2B Applications through the B2B Program Site; (b) none of the Custom B2B
Applications, or Apple’s or End-Users’ permitted uses of those Custom B2B Applications, violate or infringe any
patent, copyright, trademark, trade secret or other intellectual property or contractual rights of any other person,
firm, corporation or other entity and that You are not submitting the Custom B2B Applications to Apple on behalf of
one or more third parties other than under license grant from one or more VPP Customers; (c) each of the Custom
B2B Applications is authorized for distribution, sale and use in, export to, and import into each of the countries
designated by You pursuant to Section 2.1 of this Schedule 3, in accordance with the laws and regulations of
those countries and all applicable export/import regulations; (d) none of the Custom B2B Applications contains
any obscene, offensive or other materials that are prohibited or restricted under the laws or regulations of any
of the countries You pursuant to Section 2.1 of this Schedule 3; (e) all information You provided using the
iTunes Connect tool, including any information relating to the Custom B2B Applications, is accurate and that, if
any such information ceases to be accurate, You will promptly update it to be accurate using the iTunes
Connect tool; and (f) in the event a dispute arises over the content of Your Custom B2B Applications or use of Your
intellectual property in connection with the B2B Program Site, You agree to follow Apple’s app dispute process on a
non-exclusive basis and without any party waiving its legal rights.
5.2 You shall use the software rating tool set forth on iTunes Connect to supply information regarding each
of the Custom B2B Applications delivered by You for marketing and fulfillment by Apple through the B2B
Program Site under this Schedule 3 in order to assign a rating to each such Custom B2B Application. For
purposes of assigning a rating to each of the Custom B2B Applications, You shall use Your best efforts to
provide correct and complete information about the content of that Custom B2B Application with the software
rating tool. You acknowledge and agree that Apple is relying on: (i) Your good faith and diligence in accurately
and completely providing requested information for each Custom B2B Application; and (ii) Your representations
and warranties in Section 5.1 hereof, in making that Custom B2B Application available for download by End-
Users in each of the countries You designated hereunder. Furthermore, You authorize Apple to correct the
rating of any Custom B2B Application of Yours that has been assigned an incorrect rating; and You agree to
any such corrected rating.
5.3 In the event that any country You designated hereunder requires the approval of, or rating of, any
Custom B2B Application by any government or industry regulatory agency as a condition for the distribution,
sale and/or use of that Custom B2B Application, You acknowledge and agree that Apple may elect not to make
that Custom B2B Application available for purchase by VPP Customers and/or download by End-Users in that
country from the B2B Program Site.
5.4 Custom B2B Applications that are targeted at children or otherwise likely to appeal to children, andwhich pressure children to make purchases (including, but not limited to, phrases such as “buy now”
or “upgrade now”) or persuade others to make purchases for them, should not be made available in anyTerritory that has deemed such marketing practices illegal. You expressly accept and agree to take fullresponsibility for your Custom B2B Applications’ compliance with applicable laws pursuant to Section 5.1(c) ofthis Schedule 3, including without limitation consumer protection, marketing, and gaming laws. For moreinformation on legal requirements of countries in the European Union,
see http://ec.europa.eu/justice/consumer-marketing/unfair-trade/index_en.htm
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6. Responsibility and Liability
6.1 Apple shall have no responsibility for the installation and/or use of any of the Custom B2B Applications
by any End-User. You shall be solely responsible for any and all product warranties, End-User assistance and
product support with respect to each of the Custom B2B Applications.
6.2 You shall be solely responsible for, and Apple shall have no responsibility or liability whatsoever with
respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or
attributable to, the Custom B2B Applications and/or the use of those Custom B2B Applications by any End-
User, including, but not limited to: (i) claims of breach of warranty, whether specified in the EULA or established
under applicable law; (ii) product liability claims; and (iii) claims that any of the Custom B2B Applications and/or
the End-User’s possession or use of those Custom B2B Applications infringes the copyright or other intellectual
property rights of any third party.
6.3 In the event that Apple receives any notice or claim from any End-User that: (i) the End-User wishes to
cancel its license to any of the Custom B2B Applications within ninety (90) days of the date of download of that
Custom B2B Application by that End-User or the end of the auto-renewing subscription period offered pursuant
to section 3.8 if such period is less than ninety (90) days; or (ii) a Custom B2B Application fails to conform to
Your specifications or Your product warranty or the requirements of any applicable law, Apple may refund to
the VPP Customer and/or End-User, as applicable, the full amount of the price paid by the VPP Customer or
End-User for that Custom B2B Application. In the event that Apple refunds any such price to an End-User, You
shall reimburse, or grant Apple a credit for, an amount equal to the price for that Custom B2B Application.
Apple will have the right to retain its commission on the sale of that Custom B2B Application, notwithstanding
the refund of the price to the VPP Customer or End-User.
7. Termination
7.1 This Schedule 3, and all of Apple’s obligations hereunder, shall terminate upon the expiration or
termination of the Agreement. Notwithstanding any such termination, Apple shall be entitled to: (i) all
commissions on all Content Codes redeemable for copies of the Custom B2B Applications provided to VPP
Customers prior to the date of termination (including the phase-out period set forth in Section 1.4 hereof); and
(ii) reimbursement from You of refunds paid by Apple to VPP Customers and/or End-Users, whether before or
after the date of termination, in accordance with Section 6.3 of this Schedule 3.
7.2 In the event that You no longer have the legal right to distribute the Custom B2B Applications, or to
authorize Apple to allow access to those Custom B2B Applications by End-Users, in accordance with this
Schedule 3, You shall promptly notify Apple and withdraw those Custom B2B Applications from the B2B
Program Site using the tools provided on the iTunes Connect tool; provided, however, that such withdrawal by
You under this Section 7.2 shall not relieve You of any of Your obligations to Apple under this Schedule 3, or
any liability to Apple and/or any End-User with respect to those Custom B2B Applications.
7.3 Apple reserves the right to cease marketing, offering, and allowing purchase by VPP Customers and
download by End-Users of the Custom B2B Applications at any time, with or without cause, by providing notice
of termination to You. Without limiting the generality of this Section 7.3, You acknowledge that Apple may
cease the marketing and allowing download by End-Users of some or all of the Custom B2B Applications if
Apple reasonably believes that: (i) those Custom B2B Applications are not authorized for export to one or more
of the countries listed on Exhibit A, in accordance with the Export Administration Regulations; (ii) those Custom
B2B Applications and/or any End-User’s possession and/or use of those Custom B2B Applications, infringe
patent, copyright, trademark, trade secret or other intellectual property rights of any third party; (iii) the
distribution, sale and/or use of those Custom B2B Applications violates any applicable law in any country You
designated pursuant to Section 2.1 of this Schedule 3; (iv) You have violated the terms of the Agreement, this
Schedule 3, or other documentation including without limitation the App Review Guidelines; or (v) Your Custom
B2B Applications violate Section 5.4 of this Schedule 3, including without limitation upon notice by a regulator
of an alleged violation. An election by Apple to cease the marketing and allowing download of any Custom B2B
Applications, pursuant to this Section 7.3, shall not relieve You of Your obligations under this Schedule 3.
7.4 You may withdraw any or all of the Custom B2B Applications from the B2B Program Site, at any time,
and for any reason, by using the tools provided on the iTunes Connect site, except that, with respect to Your
End-Users, You hereby authorize and instruct Apple to fulfill any outstanding Content Code redemption requests by
End-Users and to fulfill sections 1.2(b), (c), and (d) of this Schedule 3, which shall survive termination or expiration of
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the Agreement unless You indicate otherwise pursuant to sections 5.1 and 7.2 of this Schedule 3.
8. Legal Consequences
The relationship between You and Apple established by this Schedule 3 may have important legal and/or tax
consequences for You. You acknowledge and agree that it is Your responsibility to consult with Your own legal
and tax advisors with respect to Your legal and tax obligations hereunder.
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BelgiumDenmarkFinlandFranceGermanyGreeceHong KongIreland
ItalyLuxembourgNetherlandsNorwaySingaporeSpainSwedenSwitzerlandTaiwanTurkey
UAE
United Kingdom
EXHIBIT A
1. Apple as Agent
You appoint Apple Canada, Inc. (“Apple Canada”) as Your agent for the marketing and End-User download of
the Custom B2B Applications by End-Users located in the following country:
Canada
You appoint Apple Pty Limited (“APL”) as Your agent for the marketing and End-User download of Custom B2B
Applications by End-Users located in the following countries:
Australia
New Zealand
You appoint Apple Inc. as Your agent pursuant to California Civil Code §§ 2295 et seq. for the marketing and
End-User download of the Custom B2B Applications by End-Users located in the following countries, as
updated from time to time via the iTunes Connect site:
United StatesMexico
Brazil
You appoint iTunes KK as Your agent pursuant to Article 643 of the Japanese Civil Code for the marketing and
End-User download of the Custom B2B Applications by End-Users located in the following country:
Japan
2. Apple as Commissionaire
You appoint iTunes S.à r.l., and as of 25 September 2016, Apple Distribution International as Your
commissionaire for the marketing and End-User download of the Custom B2B Applications by End-Users
located in the following countries, as updated from time to time via the iTunes Connect site. For the purposes
of this Agreement, "commissionaire" means an agent who purports to act on his own behalf and concludes
agreements in his own name but acts on behalf of other persons, as generally recognized in many Civil Law
legal systems.
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EXHIBIT B
1. Apple shall collect and remit to the competent tax authorities the taxes described in Section 3.2 of this
Schedule 3 for sales of the Custom B2B Applications to VPP Customers located in the following countries, as
updated from time to time via the iTunes Connect tool:
AustraliaBelgiumCanadaDenmarkFinlandFranceGermanyGreeceIreland
ItalyLuxembourgNetherlandsNew Zealand*Norway
Spain
Sweden
Switzerland
Turkey
United Arab EmiratesUnited KingdomUnited States
* Note: In respect of New Zealand, Apple will not collect any taxes on the basis that sales of Custom B2B
Applications to VPP Customers is not subject to New Zealand GST.
2. Apple shall not collect and remit the taxes described in Section 3.2 of this Schedule 3 for sales of the
Custom B2B Applications to VPP Customers located in the countries listed below, as updated from time to time
via the iTunes Connect tool. You shall be solely responsible for the collection and remittance of such taxes as
may be required by local law.
Brazil
Hong Kong
Japan
Mexico
Singapore
Taiwan
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EXHIBIT C
The list of available price tiers and proceeds is set forth in the iTunes Connect tool and may be updated by
Apple from time to time.
Customer Price is the price displayed to the VPP Customer on the B2B Program Site. The agreed remittance
currencies are USD, BRL, CAD, AUD, NZD, JPY, Euro, DKK, NOK, SEK, CHF, GBP, SGD, HKD, TWD, and
AED depending on the currency of the Customer Price, as indicated in this Exhibit C and as may be updated
from time to time via the iTunes Connect site. Customers are charged the following currencies in the following
countries:
AED: United Arab EmiratesAUD: Australia
BRL: Brazil
CAD: Canada
CHF: Switzerland
DKK: Denmark
Euro: Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, SpainGBP: United Kingdom
HKD: Hong Kong
JPY: Japan
NOK: Norway
NZD: New Zealand
SEK: Sweden
SGD: Singapore
TRY: Turkey
TWD: Taiwan
USD: United States
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EXHIBIT D
1. Delivery of Custom B2B Applications to End-Users in Canada
Where You designate Apple Canada to allow access to the Custom B2B Applications to End-Users in Canada:
1.1 General
You shall indemnify and hold Apple harmless against any and all claims by the Canada Revenue Agency (the
“CRA”), Ministere du Revenu du Quebec (the “MRQ”) and the tax authorities of any province that has a
provincial retail sales tax (“PST”) for any failure to pay, collect or remit any amount(s) of goods and services
tax/harmonized sales tax (“GST/HST”) imposed under the Excise Tax Act (Canada) (The “ETA”), Quebec
Sales Tax (“QST”) or PST and any penalties and/or interest thereon in connection with any supplies made by
Apple Canada to End-Users in Canada on Your behalf and any supplies made by Apple Canada to You.
1.2 GST/HST
(a) This Section 1.2 of Exhibit D applies with respect to supplies made by You, through Apple Canada, as
agent to End-Users in Canada. Terms defined in the ETA have the same meaning when used in this Section
1.2. Apple Canada is registered for GST/HST purposes, with GST/HST Registration No. R100236199.
(b) If You are a resident of Canada or are a non-resident of Canada that is required to register for GST/HST
purposes pursuant to the ETA, it is a condition of this Schedule 2, that You are registered for GST/HST or have
submitted an application to register for GST/HST to the CRA with an effective GST/HST registration date of no
later than the date of this Schedule 3. You shall provide Apple Canada with satisfactory evidence of Your
GST/HST registration (e.g., a copy of Your CRA confirmation letter or print-out from the GST/HST Registry on
the CRA web site) at Apple Canada’s request. You warrant that You will notify Apple Canada if You cease to
be registered for GST/HST.
(c) If You are registered for GST/HST purposes, You, by executing this Schedule 3, (i) agree to enter into
the election pursuant to subsection 177(1.1) of the ETA to have Apple Canada collect, account for and remit
GST/HST on sales of Custom B2B Applications made to End-Users in Canada on Your behalf and have
completed (including entering its valid GST/HST registration number), signed and returned to Apple Canada
Form GST506 (accessible on the iTunes Connect site); and (ii) acknowledge that the commission payable by
You to Apple Canada includes GST at a rate of 5% (or the GST rate as applicable from time to time).
(d) If You are not registered for GST/HST purposes, by executing this Schedule 3 and not completing,
signing and returning Form GST506 to Apple Canada, You (i) certify that You are not registered for GST/HST
purposes; (ii) certify that You are not resident in Canada and do not carry on business in Canada for purposes
of the ETA; (iii) acknowledge that Apple Canada will charge, collect and remit GST/HST on sales of Custom
B2B Applications to End-Users in Canada made on Your behalf; (iii) acknowledge that the commission payable
by You to Apple Canada is zero-rated for GST/HST purposes (i.e., GST/HST rate is 0%); and (iv) agree to
indemnify Apple for any GST/HST, interest and penalty assessed against Apple Canada if it is determined that
You should have been registered for GST/HST purposes such that the commission fees charged by Apple
Canada were subject to GST.
1.3 Quebec Sales Tax
Terms defined in an Act respecting the Quebec Sales Tax (the “QSTA”) have the same meaning when used in
this Section 1.3 of Exhibit D.
(a) If You are a resident of Quebec, it is a condition of this Schedule 3, that You are registered for QST or
have submitted an application to register for QST to the MRQ with an effective QST registration date of no later
than the date of this Schedule 3. You shall provide Apple Canada with satisfactory evidence of Your QST
registration (e.g., a copy of Your MRQ confirmation letter or print-out from the QST Registry on the MRQ web
site) at Apple Canada’s request. You warrant that You will notify Apple Canada if You cease to be registered
for QST.
(b) If You are a resident of Quebec, You, by executing this Schedule 3, (i) certify that You are registered for
QST; (ii) agree to enter into the election pursuant to section 41.0.1 of the QSTA to have Apple Canada collect,
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account for and remit QST on sales of Custom B2B Applications to End-Users in Quebec made on Your behalf
and have completed (including entering its valid QST registration number), signed and returned to Apple
Canada Form FP2506-V; and (iii) acknowledge that Apple Canada will not charge, collect or remit QST on
sales of Custom B2B Applications made on Your behalf to End-Users located outside Quebec on the
assumption that the End-Users are not resident in Quebec and not registered for QST purposes such that the
sales are zero-rated for QST purposes.
(c) If You are not resident in Quebec, by executing this Schedule 3 and not completing, signing and
returning Form FP2506-V to Apple Canada, You (i) certify that You are not resident in Quebec; (ii) certify that
You do not have a permanent establishment in Quebec; and (iii) acknowledge Apple will charge, collect and
remit QST on sales of Custom B2B Applications to End-Users in Quebec made on Your behalf.
1.4 PST
This Section 1.4 of Exhibit D applies to supplies of Custom B2B Applications made by You, through Apple
Canada, as agent, to End-Users in the provinces of British Columbia, Saskatchewan, Manitoba, Ontario, Prince
Edward Island and any other province that has or that adopts a PST. You acknowledge and agree that Apple
Canada will charge, collect and remit applicable PST on sales of Custom B2B Applications made to End-Users
in these provinces by Apple Canada on Your behalf.
2. Delivery of Custom B2B Applications to End-Users in Australia
Where You designate APL to allow access to the Custom B2B Applications to End-Users in Australia:
2.1 You shall indemnify and hold Apple harmless against any and all claims by the Commissioner of
Taxation (“Commissioner”) for nonpayment or underpayment of GST under the A New Tax System (Goods and
Services Tax) Act 1999 (“GST Act”) and for any penalties and/ or interest thereon. In addition, You shall
indemnify and hold Apple harmless against any penalties imposed by the Commissioner for failing to register
for GST in Australia.
2.2 Goods and Services Tax (GST)
(a) General
(i) This Section 2.2 of Exhibit D applies to supplies made by You, through APL, as agent, that are
connected with Australia. Terms defined in the GST Act have the same meaning when used in this Section 2.2.
(ii) Unless expressly stated otherwise, any sum payable or amount used in the calculation of a sum
payable under this Schedule 3 has been determined without regard to GST and must be increased on account
of any GST payable under this Section 2.2.
(iii) If any GST is payable on any taxable supply made under this Schedule 3 by a supplier to a
recipient, the recipient must pay the GST to the supplier at the same time and in the same manner as providing
any monetary consideration. For the avoidance of doubt, this includes any monetary consideration that is
deducted by APL as commission in accordance with Section 3.4 of this Schedule 3.
(iv) The amount recoverable on account of GST under this clause by APL will include any fines,
penalties, interest and other charges.
(v) This Section 2 of Exhibit D survives the termination of the Agreement.
(b) Resident Developers or Non-resident GST-Registered Developers
(i) If You are a resident of Australia, it is a condition of this Schedule 3, that You have an Australian
Business Number (“ABN”) and are registered for GST or have submitted an application to register for GST to
the Commissioner with an effective GST registration date of no later than the date of this Schedule 3. You will
provide Apple with satisfactory evidence of Your ABN and GST registration (by uploading to Apple, using the
iTunes Connect site, a copy of Your GST registration or print-out from the Australian Business Register) within
30 days of this Schedule 3. You warrant that You will notify Apple if it ceases to hold a valid ABN or be
registered for GST.
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(ii) If You are a non-resident and are registered for GST, it is a condition of this Schedule 3 that You
will provide Apple with satisfactory evidence of Your ABN and GST registration within 30 days of this Schedule
3. You warrant that You will notify Apple if You cease to be registered for GST.
(iii) You and Apple agree to enter into an arrangement for the purposes of s.153-50 of the GST Act.
You and Apple further agree that for taxable supplies made by You, through APL as agent, to any End-User:
(A) APL will be deemed as making supplies to any End-User;
(B) You will be deemed as making separate, corresponding supplies to APL;
(C) APL will issue to any End-User, in APL’s own name, all tax invoices and adjustment notes relating to
supplies made under section (iii)(a);
(D) You will not issue to any End-User any tax invoices or adjustment notes relating to taxable
supplies made under section (iii)(a);
(E) APL will issue a recipient created tax invoice to You in respect of any taxable supplies made by
You to APL under this Schedule 3, including taxable supplies made under section (iii)(b); and
(F) You will not issue a tax invoice to Apple in respect of any taxable supplies made by You to Apple
under this Schedule 3, including taxable supplies made under section (iii)(b).
(c) Non-resident, Non-GST-registered Developers
If You are a non-resident and are not registered for GST, then:
(i) APL will issue to any End-User, in APL’s own name, all tax invoices and adjustment notes relating
to taxable supplies made by You through APL as agent; and
(ii) You will not issue to any End-User any tax invoices or adjustment notes relating to taxable
supplies made by You through APL as agent.
3. Delivery of Custom B2B Applications to End-Users in the United States
Where You designate Apple Inc. to allow access to the Custom B2B Applications to End-Users in the United
States:
3.1 If You are not a resident of the United States for U.S. federal income tax purposes, You will complete
Internal Revenue Service Form W-8BEN and/or any other required tax forms and provide Apple with a copy of
such completed form(s), and any other information necessary for compliance with applicable tax laws and
regulations, as instructed on the iTunes Connect site.
3.2 If Apple, in its reasonable belief, determines that any state or local sales, use or similar transaction tax
may be due from Apple or You in connection with the sale or delivery of any of the Custom B2B Applications,
Apple will collect and remit those taxes to the competent tax authorities. To the extent that the incidence of any
such tax, or responsibility for collecting that tax, falls upon You, You authorize Apple to act on Your behalf in
collecting and remitting that tax, but to the extent that Apple has not collected any such tax, or has not received
reimbursement for that tax, from End-Users, You shall remain primarily liable for the tax, and You will
reimburse Apple for any tax payments that Apple is required to make, but is not otherwise able to recover.
3.3 In the event that You incur liability for income tax, franchise tax, business and occupation tax, or any
similar taxes based on Your income, You shall be solely responsible for that tax.
4. Delivery of Custom B2B Applications to End-Users in Japan
Where You designate iTunes KK to allow access to the Custom B2B Applications to End-Users in Japan:
4.1 You acknowledge and agree that You have the sole responsibility for: (i) consumption tax output liability,
if any, with respect to delivery on Your behalf of Your Custom B2B Applications to End-Users by iTunes KK; (ii)
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filing of consumption tax returns and payment of consumption tax to the Japanese government, if applicable;
and (iii) determining independently, in consultation with Your own tax advisor, Your taxpayer status and tax
payment obligations for consumption tax purposes.
4.2 Commissions charged by iTunes KK to Japan resident developers will include consumption tax.
4.3 If You are not a resident of Japan, You may complete the withholding tax forms for Your country of
residencetoclaimtreatybenefitswithJapan. Notwithstandingsection3.3ofSchedule3,iTunesKKwillremit
such funds as are due to You prior to receipt of such tax documentation, but in such case in its discretion
iTunes KK may withhold and remit to the competent tax authorities Japanese withholding tax unreduced by any
tax treaty. iTunes KK will apply any reduced rate of withholding tax provided for in any income tax treaty
between Your country of residence and Japan only to remittances made to You after iTunes KK receives and
has filed the required tax documentation. iTunes KK will not refund any withholding tax withheld on remittances
made prior to that date.
5. Delivery of Custom B2B Applications to End-Users in countries listed in Exhibit A, Section 2
Where You designate iTunes S.à r.l., located at 31-33 rue Sainte Zithe, L-2763 Luxembourg, and as of 25
September 2016, Apple Distribution International, located at Hollyhill Industrial Estate, Hollyhill, Cork, Republic
of Ireland to allow access to the Custom B2B Applications to End-Users in Exhibit A, Section 2:
You acknowledge that in the event iTunes S.à r.l or Apple Distribution International is subject to any sales, use,
goods and services, value added, or other tax or levy with respect to any remittance to You, the full amount of
such tax or levy shall be solely for Your account. For the avoidance of doubt, any invoice issued by You to
iTunes S.à r.l or Apple Distribution International will be limited to amounts actually due to You, which amounts
shall be inclusive of any value added or other tax or levy as set forth above. You will indemnify and hold Apple
harmless against any and all claims by any competent tax authorities for any underpayment of any such sales,
use, goods and services, value added, or other tax or levy, and any penalties and/or interest thereon.
6. Delivery of Custom B2B Applications to VPP Customers in New Zealand
Where You designate APL to allow access to the Custom B2B Applications to VPP Customers in New Zealand:
(A) General
(i) You shall indemnify and hold APL harmless against any and all claims by the Inland Revenue for
nonpayment or underpayment of GST under the Goods and Services Tax Act 1985 (“GST Act 1985”) and for
any penalties and/or interest thereon.
(i) This Section 6 of Exhibit D applies to supplies made by You, through APL as agent, to any VPP
Customer who is resident in New Zealand. Terms defined in the GST Act 1985 have the same meaning when
used in this Section 6 of Exhibit D.
(ii) This Section 6 of Exhibit D survives the termination of the Agreement.
(iii) You and Apple agree that APL is the operator of the electronic marketplace in respect of supplies
made by you, through APL as agent, to any VPP Customer who is resident in New Zealand, and is treated as
the supplier of those supplies under s. 60C of the GST Act 1985 for GST purposes.
(B) Resident Developers
(i) If You are a resident of New Zealand, You and Apple agree under s.60(1C) of the GST Act 1985 thatsupplies of services made by You through APL as agent to any VPP Customer resident in New Zealand,
are treated as 2 separate supplies for GST purposes, being—
(a) a supply of services from You to APL; and
(b) a supply of those services from APL to the VPP Customer resident in New Zealand.
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(ii) You and APL acknowledge that the supply of services from You to APL for GST purposes under Section
6(B)(i)(a) of this Exhibit D is not subject to GST under the GST Act 1985.
(C) Non Resident Developers
(i) If You are a non resident of New Zealand, You and Apple agree under section 60(1B) of the GST Act 1985
that supplies of services made by You through APL as agent to any VPP Customer resident in New Zealand,
are treated as 2 separate supplies for GST purposes, being -
(a) a supply of services from You to APL; and
(b) a supply of those services from APL to the VPP Customer resident in New Zealand.
(ii) You and APL acknowledge that the supply of services from You to APL for GST purposes under Section
6(C)(i)(a) of this Exhibit D is not subject to GST under the GST Act 1985.
(D) APL will issue to any VPP Customer, in APL’s own name, the required documentation relating to supplies
made under this Section 6 of Exhibit D.
(E) You will not issue to any VPP Customer any documentation relating to supplies made under this Section
6 of Exhibit D.
7. Delivery of Custom B2B Applications to VPP Customers in Brazil
Where You designate Apple Inc. to allow access to the Custom B2B Applications to VPP Customers in Brazil:
(A) General
7.1 You acknowledge and agree that You have the sole responsibility for: (i) any indirect taxes liability
(including but not limited to goods and services taxes), with respect to delivery on Your behalf of Your Custom
B2B Applications to VPP Customers by Apple; (ii) filing of indirect tax returns and payment of indirect taxes to
the Brazilian government, if applicable; and (iii) determining independently, or in consultation with Your own tax
advisor, Your taxpayer status and tax payment obligations for indirect tax purposes.
7.2 You authorize consent to, and acknowledge that Apple may use a third party in Brazil, an Apple
subsidiary and/or a third party vendor (the “Collecting Entity”), to collect any amounts from VPP Customers for
the Custom B2B Applications and remit such amounts out of Brazil to Apple to enable the remittance of Your
proceeds to You.
7.3 To the extent withholding taxes are applicable on remittances out of Brazil of the prices payable by VPP
Customers for the Custom B2B Applications, the Collecting Entity will deduct the full amount of such
withholding tax from the gross amount owed to You by Apple and will pay the amount withheld to the
competent Brazilian tax authorities in Your name. The Collecting Entity will use commercially practical efforts to
issue the respective withholding tax forms, which will be provided to You by Apple as provided in the Brazilian
tax law. You are solely responsible for providing any additional documentation required by the tax authorities in
Your country to be able to claim any foreign tax credits, if applicable.
(B) Non Resident Developers
7.4 If You are not a resident of Brazil and to the extent withholding taxes are applicable on the remittances
out of Brazil of the gross amount owed to You, You may provide to Apple Your country of residence certificate
or equivalent documentation to claim a reduced rate of withholding tax under an applicable income tax treaty
between Your country of residence and Brazil. The Collecting Entity will apply a reduced rate of withholding tax,
if any, as provided in the applicable income tax treaty between Your country of residence and Brazil, only after
You furnish Apple with the documentation as required under that income tax treaty or otherwise satisfactory to
Apple, which is sufficient to establish Your entitlement to that reduced rate of withholding tax. You
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acknowledge that the reduced rate will only take effect after Apple approves and accepts the tax residence
certificate or equivalent documentation provided by You. Notwithstanding section 3.3 of Schedule 3, if Your
funds will be remitted out of Brazil prior to receipt and approval by Apple of such tax documentation, the
Collecting Entity may withhold and remit to the competent tax authorities the full amount of withholding tax
unreduced by any tax treaty, and Apple will not refund to You any amount of such taxes withheld and remitted.
You will indemnify and hold Apple and the Collecting Entity harmless against any and all claims by any
competent tax authority for any underpayment of any such withholding or similar taxes, and any penalties
and/or interest thereon, including, but not limited to, underpayments attributable to any erroneous claim or
representation by You as to Your entitlement to, or Your actual disqualification for, the benefit of a reduced rate
of withholding tax.
(C) Resident Developers
7.5 If You are a resident of Brazil, You must update Your account with your respective Brazilian taxpayer
number (CNPJ or CPF, as applicable). You acknowledge that by not providing Your respective Brazilian
taxpayer number, Your Custom B2B Applications may be removed from the Brazilian storefront until such time
as your Brazilian taxpayer number is provided.
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EXHIBIT E
Instructions for Minimum Terms of Developer’s End-User License Agreement
1. Acknowledgement: You and the End-User must acknowledge that the EULA is concluded between You
and the End-User only, and not with Apple, and You, not Apple, are solely responsible for the Custom B2B
Application and the content thereof. The EULA may not provide for usage rules for Custom B2B Applications
that are less restrictive than the Usage Rules set forth for Custom B2B Applications in, or otherwise be in
conflict with, the App Store Terms of Service or the VPP Terms and Conditions as of the Effective Date (which
You acknowledge You have had the opportunity to review).
2. Scope of License: The license granted to the End-User for the Custom B2B Application must be limited to a
non-transferable license to use the Custom B2B Application on an Apple-branded Product that the End-User
owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service. Solely in
connection with certain Apple licensed software, The EULA must authorize a VPP Customer to distribute a
single license of Your free apps to multiple End-Users.
3. Maintenance and Support: You must be solely responsible for providing any maintenance and support
services with respect to the Custom B2B Application, as specified in the EULA, or as required under applicable
law. You and the End-User must acknowledge that Apple has no obligation whatsoever to furnish any
maintenance and support services with respect to the Custom B2B Application.
4. Warranty: You must be solely responsible for any product warranties, whether express or implied by law, to
the extent not effectively disclaimed. The EULA must provide that, in the event of any failure of the Custom
B2B Application to conform to any applicable warranty, the End-User may notify Apple, and Apple will refund
the purchase price for the Custom B2B Application to that End-User; and that, to the maximum extent permitted
by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Custom B2B
Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to
conform to any warranty will be Your sole responsibility.
5. Product Claims: You and the End-User must acknowledge that You, not Apple, are responsible for
addressing any claims of the End-User or any third party relating to the Custom B2B Application or the end-
user’s possession and/or use of that Custom B2B Application, including, but not limited to: (i) product liability
claims; (ii) any claim that the Custom B2B Application fails to conform to any applicable legal or regulatory
requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in
connection with Your Licensed Application’s use of the HealthKit and HomeKit frameworks. The EULA may not
limit Your liability to the End-User beyond what is permitted by applicable law.
6. Intellectual Property Rights: You and the End-User must acknowledge that, in the event of any third party
claim that the Custom B2B Application or the End-User’s possession and use of that Custom B2B Application
infringes that third party’s intellectual property rights, You, not Apple, will be solely responsible for the
investigation, defense, settlement and discharge of any such intellectual property infringement claim.
7. Legal Compliance: The End-User must represent and warrant that (i) he/she is not located in a country that
is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist
supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.
8. Developer Name and Address: You must state in the EULA Your name and address, and the contact
information (telephone number; E-mail address) to which any End-User questions, complaints or claims with
respect to the Custom B2B Application should be directed.
9. Third Party Terms of Agreement: You must state in the EULA that the End-User must comply with
applicable third party terms of agreement when using Your Application, e.g., if You have a VoIP application,
then the End-User must not be in violation of their wireless data service agreement when using Your
Application.
10. Third Party Beneficiary: You and the End-User must acknowledge and agree that Apple, and Apple’s
subsidiaries, are third party beneficiaries of the EULA, and that, upon the End-User’s acceptance of the terms
and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to
enforce the EULA against the End-User as a third party beneficiary thereof.
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4 January 2018