PLEASE READ THE FOLLOWING LICENSE AGREEMENT TERMS AND CONDITIONS CAREFULLYBEFORE DOWNLOADING OR USING THE APPLE SOFTWARE. THESE TERMS AND CONDITIONSCONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND APPLE.
iOS Developer Program License AgreementPurpose
You would like to use the Apple Software (as defined below) to develop one or more Applications (asdefined below) for Apple-branded products running iOS or Watch OS. Apple is willing to grant You alimited license to use the Apple Software to develop and test Your Applications on the terms andconditions set forth in this Agreement.
Applications developed under this Agreement can be distributed in four ways: (1) through the App Store,if selected by Apple, (2) through the VPP/B2B Program Site, if selected by Apple, (3) on a limited basisfor use on Registered Devices (as defined below), and (4) for beta testing through Apple’s TestFlightProgram.
Applications that meet Apple's Documentation and Program Requirements may be submitted forconsideration by Apple for distribution via the App Store, VPP/B2B Program Site, or for beta testingthrough Apple’s TestFlight Program. If submitted by You and selected by Apple, Your Applications will bedigitally signed by Apple and distributed, as applicable. Distribution of free (no charge) Applications(including those that use the In-App Purchase API for the delivery of free content) will be subject to thedistribution terms contained in Schedule 1 to this Agreement. If You would like to distribute Applicationsfor which You will charge a fee or would like to use the In-App Purchase API for the delivery of fee-basedcontent, You must enter into a separate agreement with Apple (“Schedule 2”). If You would like todistribute Custom B2B Applications via the VPP/B2B Program Site, You must enter into a separateagreement with Apple (“Schedule 3”). You may also create Passes (as defined below) for use on Apple-branded products running iOS or Watch OS under this Agreement and distribute such Passes for use byPassbook.
1. Accepting this Agreement; Definitions
1.1 Acceptance
In order to use the Apple Software and related services, You must first agree to this License Agreement.If You do not or cannot agree to this License Agreement, You are not permitted to use the Apple Softwareor related services. Do not download or use the Apple Software or any related services in that case.
You accept and agree to the terms of this License Agreement on Your own behalf and/or on behalf ofYour company, organization, educational institution, or agency, instrumentality, or department of thefederal government as its authorized legal representative, by doing either of the following:
(a) checking the box displayed at the end of this Agreement if You are reading this on an Apple website;or
(b) clicking an “Agree” or similar button, where this option is provided by Apple.
1.2 Definitions
Whenever capitalized in this Agreement:
“Ad Support APIs” means the Documented APIs that provide the Advertising Identifier and AdvertisingPreference.
“Advertising API” means the Documented API that enables You to use Apple’s advertising service todeliver advertising to Your Application.
“Advertising Identifier” means a unique, non-personal, non-permanent identifier provided by iOS throughthe Ad Support APIs that is associated with a particular iOS device and is to be used solely for advertisingpurposes, unless otherwise expressly approved by Apple in writing.
Program Agreement Page 1
“Advertising Preference” means the iOS setting that enables an end-user to set an ad trackingpreference.
“Agreement” means this iOS Developer Program License Agreement, including any attachments,Schedule 1 and any exhibits thereto which are hereby incorporated by this reference.
“App Store” means an electronic store and its storefronts branded, and owned and/or controlled by Appleor an affiliate of Apple.
“Apple” means Apple Inc., a California corporation with its principal place of business at One Infinite Loop,Cupertino, California 95014, U.S.A.
“Apple Maps Service” means the mapping platform and Map Data provided by Apple via the Map Kit APIfor iOS version 6 or later and for use by You only in connection with Your Applications.
“Apple Pay APIs” means the Documented APIs that enable end-users to send payment information theyhave stored on their iOS Product (e.g., device account number, billing address, etc.) to an Application tobe used in payment transactions made through the Application, and includes other payment-relatedfunctionality as described in the Documentation.
“Apple Push Notification” or “APN” means the Apple Push Notification service that Apple may provide toYou to enable You to transmit Push Notifications to Your Application or for use as otherwise permittedherein.
“APN API” means the Documented API that enables You to use the APN to deliver a Push Notification toYour Application or for use as otherwise permitted herein.
"Apple Software" means the iOS SDK, the iOS, the Provisioning Profiles and any other software thatApple provides to You under the Program, including any Updates thereto that may be provided to You byApple.
“Apple Subsidiary” means a corporation at least fifty percent (50%) of whose outstanding shares orsecurities (representing the right to vote for the election of directors or other managing authority) areowned or controlled, directly or indirectly, by Apple, and that is involved in the operation of or otherwiseaffiliated with the App Store, VPP/B2B Program Site or TestFlight Program, including without limitationApple Pty Limited, iTunes S.à.r.l., and iTunes K.K.
“Apple Watch” means an Apple-branded product that runs the Watch OS.
“Application” means one or more software programs (including extensions, media, and Libraries that areenclosed in a single software bundle) developed by You in compliance with the Documentation and theProgram Requirements, for distribution under Your own trademark or brand, and for specific use with anApple-branded product running iOS or Watch OS, including bug fixes, updates, upgrades, modifications,enhancements, supplements to, revisions, new releases and new versions of such software programs.
“Authorized Developers” means Your employees and contractors, members of Your organization or, ifYou are an educational institution, Your faculty and staff who (a) each have an active and validRegistered Apple Developer account with Apple, (b) have a demonstrable need to know or use the AppleSoftware in order to develop and test Covered Products, and (c) to the extent such individuals will haveaccess to Apple Confidential Information, each have written and binding agreements with You to protectthe unauthorized use and disclosure of such Apple Confidential Information.
“Authorized Test Devices” means iOS Products owned or controlled by You that have been designated byYou for testing and development purposes and specifically registered with Apple under this Program.
“Beta Testers” means end-users whom You have invited to sign up for Apple’s TestFlight Program inorder to test pre-release versions of Your Application and who have accepted the terms and conditions ofthe TestFlight Application.
Program Agreement Page 2
“CloudKit APIs” means the Documented APIs that enable Your Applications, Mac App Store applicationsassociated with Your developer account, and/or Your end-users (if You permit them) to read, write, queryand/or retrieve structured data from public and/or private containers in iCloud.
“Covered Products” means Your Applications, Libraries, Passes, Safari Extensions and/or OS X WebsitePush Notifications developed under this Agreement.
“Custom B2B Application” means a Licensed Application that is customized by You for use by a specificVPP Customer or group of VPP Customers and that is selected and digitally signed by Apple fordistribution through the VPP/B2B Program Site.
“Documentation” means any technical or other specifications or documentation that Apple may provide toYou for use in connection with the Apple Software.
“Documented API(s)” means the Application Programming Interface(s) documented by Apple in publishedApple Documentation and which are contained in the Apple Software.
“Entitlement” means an identifier provided by Apple that allows Your Application to access certain Appleservices.
“FOSS” (Free and Open Source Software) means any software that is subject to terms that, as acondition of use, copying, modification or redistribution, require such software and/or derivative worksthereof to be disclosed or distributed in source code form, to be licensed for the purpose of makingderivative works, or to be redistributed free of charge, including without limitation software distributedunder the GNU General Public License or GNU Lesser/Library GPL.
“Game Center” means the gaming community service and related APIs provided by Apple for use by Youin connection with Your Applications and/or Your Mac App Store applications that are associated withYour developer account. The Game Center may consist of an Apple confidential, pre-release version ofthe Game Center service or a production, commercially-available version of such service.
“HealthKit APIs” means the Documented APIs that enable reading, writing, queries and/or retrieval of anend-user’s health and/or fitness information in Apple’s Health application.
“HomeKit Accessory Protocol” means the proprietary protocol licensed by Apple under Apple’s MFiProgram that enables home accessories designed to work with the HomeKit APIs (e.g., lights, locks) tocommunicate with iOS Products.
“HomeKit APIs” means the Documented APIs that enable reading, writing, queries and/or retrieval of anend-user’s home configuration or home automation information from that end-user’s designated area ofApple’s HomeKit Database.
“HomeKit Database” means Apple’s repository for storing and managing information about an end-user’sLicensed HomeKit Accessories and associated information.
“iCloud” or “iCloud service” means the iCloud online service provided by Apple that includes remoteonline storage.
“iCloud Storage APIs” means the APIs that allow storage and/or retrieval of user-generated documentsand other files, and allow storage and/or retrieval of key value data (e.g., a list of stocks in a finance App,settings for an App) for Applications and Multi-Platform Software through the use of iCloud.
“In-App Purchase API” means the Documented API that enables additional content, functionality orservices to be delivered or made available for use within an Application with or without an additional fee.
"iOS" means the iOS operating system software provided by Apple for use by You only in connection withYour Application development and testing, which, from time to time during the Term, may consist of an
Program Agreement Page 3
Apple confidential, pre-release version of the iOS operating system software or a gold master "GM"production, commercially-available version of the iOS operating system software (or any successorthereto).
“iOS Accessory” means a non-Apple branded hardware device that interfaces, communicates, orotherwise interoperates with or controls an iOS Product through the iPod Accessory Protocol.
“iOS Product” means an Apple-branded product that runs iOS.
“iOS SDK” (Software Development Kit) means the Documentation, software (source code and objectcode), applications, sample code, simulators, tools, libraries, APIs, data, files, and materials provided byApple for use by You in connection with Your Application, Library or Pass development, and includes anyUpdates that may be provided by Apple to You pursuant to this Agreement.
“iPod Accessory Protocol” or “iAP” means Apple’s proprietary protocol for communicating with iOSProducts and which is licensed under Apple’s MFi Licensing Program.
“iTunes Connect” means Apple’s proprietary online content management tool for Applications.
“Library” means a code module that cannot be installed or executed separately from an Application andthat is developed by You in compliance with the Documentation and Program Requirements only for usewith iOS Products or Apple Watch.
“Licensed Application” means an Application that (a) meets and complies with all of the Documentationand Program Requirements, and (b) has been selected and digitally signed by Apple for distribution, andincludes any additional permitted functionality, content or services provided by You from within anApplication using the In-App Purchase API.
“Licensed Application Information” means screen shots, images, artwork, previews, icons and/or anyother text, descriptions, representations or information relating to a Licensed Application that You provideto Apple for use in accordance with Schedule 1, or, if applicable, Schedule 2 or Schedule 3.
“Licensed HomeKit Accessories” means hardware accessories licensed under the MFi Program thatsupport the HomeKit Accessory Protocol.
“Limited Advertising Purposes” means frequency capping, attribution, conversion events, estimating thenumber of unique users, advertising fraud detection, debugging for advertising purposes only, and otheruses for advertising that may be permitted by Apple in Documentation for the Ad Support APIs.
“Local Notification” means a message, including any content or data therein, that Your Applicationdelivers to end-users at a pre-determined time or when Your Application is running in the background andanother application is running in the foreground.
"MFi Licensee" means a party who has been granted a license by Apple under the MFi LicensingProgram.
“MFi Licensing Program” means a separate Apple program that offers developers, among other things, alicense to incorporate or use certain Apple technology in or with hardware accessories or devices forpurposes of interfacing, communicating or otherwise interoperating with or controlling iOS Products.
“Map Data” means any content, data or information provided through the Apple Maps Service including,but not limited to, imagery, terrain data, latitude and longitude coordinates, points of interest and trafficdata.
“Map Kit API” means the Documented API that enables You to add mapping features or functionality toApplications.
Program Agreement Page 4
“Multi-Platform Software” means other versions of Your software applications (i) that have the same titleand substantially equivalent features and functionality as Your Licensed Application and that are madeavailable by You for use on supported versions of OS X and/or supported versions of Windows (asidentified in the Documentation), and (ii) that update data with Your Licensed Application through the useof iCloud.
“Multitasking” means the ability of Applications to run in the background while other Applications arerunning on the iOS.
“Pass(es)” means one or more digital passes (e.g., movie tickets, coupons, loyalty reward vouchers,boarding passes, membership cards, etc.) developed by You under this Agreement, under Your owntrademark or brand, and which are signed with Your Pass Type ID.
“Pass Type ID” means the combination of an Apple-issued certificate and Push Application ID that is usedby You to sign Your Passes and/or communicate with the APN.
“Pass Information” means the text, descriptions, representations or information relating to a Pass that Youprovide to Your end-users on or in connection with a Pass.
“Passbook” means Apple’s application that has the ability to store and display Passes for use on iOSProducts or Apple Watch.
“Program” means the overall iOS and Watch OS development, testing, digital signing, and distributionprogram contemplated in this Agreement, including any services provided hereunder.
“Program Requirements” mean the technical, human interface, design, product category, security,performance, and other criteria and requirements specified by Apple, including but not limited to thecurrent set of requirements set forth in Section 3.3, as they may be modified from time to time by Apple inaccordance with this Agreement.
"Provisioning Profiles" means the provisioning profiles provided by Apple for use by You in connectionwith Your Application development and testing, and limited distribution of Your Applications for use onRegistered Devices.
“Push Application ID” means the unique identification number or other identifier that Apple assigns to anApplication, Pass or Site in order to permit it to access and use the APN.
“Push Notification” or “OS X Website Push Notification” means a message, including any content or datatherein, that You transmit to end-users and that is delivered in Your Application, to Your Pass withinPassbook, and/or in the case of OS X, to the OS X desktop of users of Your Site who have opted in toreceive such messages through Safari on OS X.
"Registered Devices" means iOS Products owned or controlled by You, or owned by individuals who areaffiliated with You, that You have specifically registered with Apple under this Program.
“Safari Extensions” means one or more software extensions developed by You under this Agreement onlyfor use with Safari on OS X in compliance with Section 5.
“Security Solution” means the proprietary Apple content protection system marketed as Fairplay, to beapplied to Licensed Applications distributed on the App Store to administer Apple's standard usage rulesfor Licensed Applications, as such system and rules may be modified by Apple from time to time.
“Site” means a website provided by You under Your own name, trademark or brand.“Term” means the period described in Section 12.
Program Agreement Page 5
“TestFlight Application” means Apple’s iOS application that enables the distribution of pre-releaseversions of Your Applications to a limited number of Your Authorized Developers and to a limited numberof Beta Testers (as specified in iTunes Connect) through the TestFlight Program.
“TestFlight Program” means Apple’s beta testing program for pre-release Applications made availablethrough Apple’s TestFlight Application.
“Updates” means bug fixes, updates, upgrades, modifications, enhancements, supplements, and newreleases or versions of the Apple Software, or to any part of the Apple Software.
“Volume Purchase Program” or “VPP” means an Apple program that offers the ability to obtain CustomB2B Applications and make volume purchases of Licensed Applications.
“VPP/B2B Program Site” means an electronic store and its storefronts branded, and owned and/orcontrolled by Apple or an affiliate of Apple, and that is only accessible to VPP Customers.
“VPP Customer(s)” means a third party that is enrolled in Apple’s Volume Purchase Program.
“WatchKit Extension” means an extension bundled as part of Your Application that accesses the WatchKitframework on iOS to run and display a WatchKit app on the Watch OS.
“Watch OS” means the Watch OS operating system software, including any successor versions thereof.
“Website Push ID” means the combination of an Apple Certificate and Push Application ID that is used byYou to sign Your Site’s registration bundle and/or communicate with the APN.
“You” and “Your” means and refers to the person(s) or legal entity (whether the company, organization,educational institution, or governmental agency, instrumentality, or department) that has accepted thisAgreement under its own developer account and that is using the Apple Software or otherwise exercisingrights under this Agreement.
Note:For the sake of clarity, You may authorize contractors to develop Applications on Your behalf, butany such Applications must be owned by You, submitted under Your own developer account, anddistributed as Applications only as expressly permitted herein. You are responsible to Apple for Yourcontractors’ activities under Your account (e.g., adding them to Your team to perform development workfor You) and their compliance with this Agreement. Any actions undertaken by Your contractors arisingout of this Agreement shall be deemed to have been taken by You, and You (in addition to Yourcontractors) shall be responsible to Apple for all such actions.
2. Internal Use License and Restrictions
2.1 Permitted Uses and Restrictions; Program services
Subject to the terms and conditions of this Agreement, Apple hereby grants You during the Term, alimited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to:
(a) Install a reasonable number of copies of the Apple Software on Apple-branded computers owned orcontrolled by You, to be used internally by You or Your Authorized Developers for the sole purpose ofdeveloping or testing Covered Products, except as otherwise expressly permitted in this Agreement;
(b) Make and distribute a reasonable number of copies of the Documentation to Authorized Developersfor their internal use only and for the sole purpose of developing or testing Covered Products, except asotherwise expressly permitted in this Agreement;
(c) Install one (1) copy of the iOS and a Provisioning Profile on each of Your Authorized Test Devices, upto the number of Authorized Test Devices that You have registered and acquired licenses for, to be usedinternally by You or Your Authorized Developers for the sole purpose of developing and testing YourApplications, except as otherwise expressly permitted in this Agreement; and
Program Agreement Page 6
(d) Install a Provisioning Profile on each of Your Registered Devices, up to the limited number ofRegistered Devices that You have registered and acquired licenses for, for the sole purpose of enablingthe distribution and use of Your Applications on such Registered Devices.
Apple reserves the right to set the limited number of iOS Products that each Licensee may register withApple and obtain licenses for under this Program (a "Block of Registered Device Licenses"). For thepurposes of limited distribution on Registered Devices under Section 7.2, each company, organization,educational institution or affiliated group may only acquire one (1) Block of Registered Device Licensesper company, organization, educational institution or group, unless otherwise agreed in writing by Apple.You agree not to knowingly acquire, or to cause others to acquire, more than one Block of RegisteredDevice Licenses for the same company, organization, educational institution or group.
Apple may provide access to services by or through the Program for You to use with Your developeraccount (e.g., device or app provisioning, managing teams or other account resources). You agree toaccess such services only through the Program web portal (which is accessed through Apple’s developerwebsite) or through Apple-branded products that are designed to work in conjunction with the Program(e.g., OS X Server, Xcode). You agree not to create or attempt to create a substitute or similar servicethrough use of or access to the services provided by or through the Program. Further, You may onlyaccess such services using the Apple ID associated with Your developer account. Except as otherwiseexpressly permitted herein, You agree not to share, sell, resell, rent, lease, lend, or otherwise provideaccess to Your developer account or any services provided therewith, in whole or in part, to anyone whois not an Authorized Developer on Your team, and You understand that each team member must havetheir own Apple ID to access Your account. To the extent that You own or control an Apple-brandedcomputer running Apple’s OS X Server or Xcode Server ("Server") and would like to use it for Your owndevelopment purposes in connection with the Program, You agree to use Your own Apple ID for suchServer, and You shall be responsible for all actions performed by such Server.
2.2 Authorized Test Devices and Pre-Release Apple Software
As long as an Authorized Test Device contains any pre-release versions of the Apple Software or usespre-release versions of services, You agree to restrict access to such Authorized Test Device to YourAuthorized Developers and to not disclose, show, rent, lease, lend, sell or otherwise transfer suchAuthorized Test Device to any third party. You further agree to take reasonable precautions to safeguard,and to instruct Your Authorized Developers to safeguard, all Authorized Test Devices from loss or theft.
You acknowledge that by installing any pre-release Apple Software or using any pre-releaseservices on Your Authorized Test Devices, these Devices may be “locked” into testing mode andmay not be capable of being restored to their original condition. Any use of any pre-release AppleSoftware or pre-release services are for evaluation and development purposes only, and You should notuse any pre-release Apple Software or pre-release services in a commercial operating environment orwith important data. You should back up any data prior to using the pre-release Apple Software or pre-release services. Apple shall not be responsible for any costs, expenses or other liabilities You may incuras a result of provisioning Your Authorized Test Devices and Registered Devices, Your Covered Productdevelopment or the installation or use of this Apple Software or any pre-release Apple services, includingbut not limited to any damage to any equipment, or any damage, loss, or corruption of any software,information or data.
2.3 Confidential Nature of Pre-Release Apple Software and services
From time to time during the Term, Apple may provide You with pre-release versions of the AppleSoftware or related services that constitute Apple Confidential Information and are subject to theconfidentiality obligations of this Agreement, except as otherwise set forth herein. Such pre-release AppleSoftware and related services should not be relied upon to perform in the same manner as a final-releasecommercial-grade product, nor used with data that is not sufficiently and regularly backed up, and mayinclude features, functionality or APIs for software or services that are not yet available. Youacknowledge that Apple may not have publicly announced the availability of such pre-release AppleSoftware or related services, that Apple has not promised or guaranteed to You that such pre-releasesoftware or services will be announced or made available to anyone in the future, and that Apple has noexpress or implied obligation to You to announce or commercially introduce such software or services orany similar or compatible technology. You expressly acknowledge and agree that any research or
Program Agreement Page 7
development that You perform with respect to pre-release versions of the Apple Software or relatedservices is done entirely at Your own risk.
2.4 Copies
You agree to retain and reproduce in full the Apple copyright, disclaimers and other proprietary notices(as they appear in the Apple Software and related services and Documentation provided) in all copies ofthe Apple Software and Documentation that You are permitted to make under this Agreement.
2.5 Ownership
Apple retains all rights, title, and interest in and to the Apple Software, services, and any Updates it maymake available to You under this Agreement. You agree to cooperate with Apple to maintain Apple'sownership of the Apple Software and services, and, to the extent that You become aware of any claimsrelating to the Apple Software or services, You agree to use reasonable efforts to promptly provide noticeof any such claims to Apple. The parties acknowledge that this Agreement does not give Apple anyownership interest in Your Covered Products.
2.6 No Other Permitted Uses
Except as otherwise set forth in this Agreement, You agree not to rent, lease, lend, upload to or host onany website or server, sell, redistribute, or sublicense the Apple Software, Apple-issued certificates, orany services, in whole or in part, or to enable others to do so. You may not use the Apple Software,Apple-issued certificates, or any services provided hereunder for any purpose not expressly permitted bythis Agreement, including any applicable Attachments and Schedules. You agree not to install, use or runthe iOS SDK on any non-Apple-branded computer, not to install, use or run the iOS and ProvisioningProfiles on or in connection with devices other than iOS Products or Apple Watch, or to enable others todo so. You may not and You agree not to, or to enable others to, copy (except as expressly permittedunder this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of,modify, decrypt, or create derivative works of the Apple Software, Apple-issued certificates or anyservices provided by the Apple Software or otherwise provided hereunder, or any part thereof (except asand only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may bepermitted by licensing terms governing use of open-sourced components or sample code included withthe Apple Software). You agree not to exploit any Apple Software, Apple-issued certificates, or servicesprovided hereunder in any unauthorized way whatsoever, including but not limited to, by trespass orburdening network capacity, or by harvesting or misusing data provided by such Apple Software, Apple-issued certificates, or services. Any attempt to do so is a violation of the rights of Apple and its licensorsof the Apple Software or services. If You breach any of the foregoing restrictions, You may be subject toprosecution and damages. All licenses not expressly granted in this Agreement are reserved and no otherlicenses, immunity or rights, express or implied are granted by Apple, by implication, estoppel, orotherwise. This Agreement does not grant You any rights to use any trademarks, logos or service marksbelonging to Apple, including but not limited to the iPhone or iPod word marks. If You make reference toany Apple products or technology or use Apple’s trademarks, You agree to comply with the publishedguidelines at http://www.apple.com/legal/trademark/guidelinesfor3rdparties.html, as they may be modifiedby Apple from time to time.
2.7 Updates; No Support or Maintenance
Apple may extend, enhance, or otherwise modify the Apple Software or services (or any part thereof)provided hereunder at any time without notice, but Apple shall not be obligated to provide You with anyUpdates to the Apple Software or services. If Updates are made available by Apple, the terms of thisAgreement will govern such Updates, unless the Update is accompanied by a separate license in whichcase the terms of that license will govern. You understand that such modifications may require You tochange or update Your Covered Products. Further, You acknowledge and agree that such modificationsmay affect Your ability to use, access, or interact with the Apple Software and services. Apple is notobligated to provide any maintenance, technical or other support for the Apple Software or services. Youacknowledge that Apple has no express or implied obligation to announce or make available any Updatesto the Apple Software or to any services to anyone in the future. Should an Update be made available, itmay have APIs, features, services or functionality that are different from those found in the AppleSoftware licensed hereunder or the services provided hereunder.
3. Your Obligations
Program Agreement Page 8
3.1 General
You certify to Apple and agree that:
(a) You are of the legal age of majority in the jurisdiction in which You reside (at least 18 years of age inmany countries) and have the right and authority to enter into this Agreement on Your own behalf, or ifYou are entering into this Agreement on behalf of Your company, organization, educational institution, oragency, instrumentality, or department of the federal government, that You have the right and authority tolegally bind such entity or organization to the terms and obligations of this Agreement;
(b) All information provided by You to Apple or Your end-users in connection with this Agreement or YourCovered Products, including without limitation Licensed Application Information or Pass Information, willbe current, true, accurate, supportable and complete and, with regard to information You provide toApple, You will promptly notify Apple of any changes to such information. Further, You agree that Applemay share such information (including email address and mailing address) with third parties who have aneed to know for purposes related thereto (e.g., intellectual property questions, customer serviceinquiries, etc.);
(c) You will comply with the terms of and fulfill Your obligations under this Agreement, including obtainingany required consents for Your Authorized Developers’ use of the Apple Software and services, and Youagree to monitor and be fully responsible for all such use by Your Authorized Developers and theircompliance with the terms of this Agreement;
(d) You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activitiesundertaken by You and Authorized Developers in connection with the Apple Software and services, theRegistered Devices, Your Covered Products and Your related development and distribution efforts,including, but not limited to, any related development efforts, network and server equipment, Internetservice(s), or any other hardware, software or services used by You in connection with Your use of anyservices;
(e) For the purposes of Schedule 1(if applicable), You represent and warrant that You own or control thenecessary rights in order to appoint Apple and Apple Subsidiaries as Your worldwide agent for thedelivery of Your Licensed Applications, and that the fulfillment of such appointment by Apple and AppleSubsidiaries shall not violate or infringe the rights of any third party; and
(f) You will not act in any manner which conflicts or interferes with any existing commitment or obligationYou may have and no agreement previously entered into by You will interfere with Your performance ofYour obligations under this Agreement.
3.2 Use of the Apple Software
As a condition to using the Apple Software and any services, You agree that:
(a) You will use the Apple Software and any services only for the purposes and in the manner expresslypermitted by this Agreement and in accordance with all applicable laws and regulations;
(b) You will not use the Apple Software or any services for any unlawful or illegal activity, nor to developany Covered Product, which would commit or facilitate the commission of a crime, or other tortious,unlawful or illegal act;
(c) Your Application, Library and/or Pass will be developed in compliance with the Documentation and theProgram Requirements, the current set of which is set forth in Section 3.3 below;
(d) To the best of Your knowledge and belief, Your Covered Products, Licensed Application Information,and Pass Information do not and will not violate, misappropriate, or infringe any Apple or third partycopyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other proprietary or legalrights (e.g., musical composition or performance rights, video rights, photography or image rights, logorights, third party data rights, etc. for content and materials that may be included in Your Application);
(e) You will not, through use of the Apple Software, Apple-issued certificates, services or otherwise,create any Covered Product or other code or program that would disable, hack or otherwise interfere withthe Security Solution, or any security, digital signing, digital rights management, verification orauthentication mechanisms implemented in or by iOS, Watch OS, the Apple Software, or any services, orother Apple software or technology, or enable others to do so;
(f) You will not, directly or indirectly, commit any act intended to interfere with the Apple Software orrelated services, the intent of this Agreement, or Apple’s business practices including, but not limited to,taking actions that may hinder the performance or intended use of the App Store, VPP/B2B Program Site,or the Program (e.g., submitting fraudulent reviews of Your own Application or any third party application,choosing a name for Your Application that is substantially similar to the name of a third party applicationin order to create consumer confusion, or squatting on application names to prevent legitimate third partyuse);
Program Agreement Page 9
(g) Applications developed using the Apple Software may only be distributed if selected by Apple (in itssole discretion) for distribution via the App Store, VPP/B2B Program Site, for beta distribution throughApple’s TestFlight Program, or for limited distribution on Registered Devices (ad hoc distribution) ascontemplated in this Agreement;
(h) Passes developed using the Apple Software may be distributed to Your end-users via email, a websiteor an Application. You agree that all development of Passes must be in accordance with the terms of thisAgreement, including Attachment 5; and
(i) Safari Extensions signed with an Apple-issued certificate may be distributed to Your end-users inaccordance with the terms of this Agreement, including Section 5.
3.3 Program Requirements
Any Application developed using this Apple Software must meet all of the following criteria andrequirements, as they may be modified by Apple from time to time. Libraries and Passes are subject tothe same criteria:
APIs and Functionality:
3.3.1 Applications may only use Documented APIs in the manner prescribed by Apple and must
not use or call any private APIs.
3.3.2An Application may not download or install executable code. Interpreted code may only beused in an Application if all scripts, code and interpreters are packaged in the Application and notdownloaded. The only exception to the foregoing is scripts and code downloaded and run by Apple's built-in WebKit framework or JavascriptCore, provided that such scripts and code do not change the primarypurpose of the Application by providing features or functionality that are inconsistent with the intendedand advertised purpose of the Application as submitted to the App Store.
3.3.3Without Apple’s prior written approval or as permitted under Section 3.3.25 (In-App PurchaseAPI), an Application may not provide, unlock or enable additional features or functionality throughdistribution mechanisms other than the App Store or VPP/B2B Program Site.
3.3.4An Application may only read data from or write data to an Application's designated containerarea on the device, except as otherwise specified by Apple.
3.3.5An Application must have at least the same features and functionality when run by a user incompatibility mode on an iPad (e.g., an iPhone app running in an equivalent iPhone-size window on aniPad must perform in substantially the same manner as when run on the iPhone; provided that thisobligation will not apply to any feature or functionality that is not supported by a particular hardwaredevice, such as a video recording feature on a device that does not have a camera). Further, You agreenot to interfere or attempt to interfere with the operation of Your Application in compatibility mode.
3.3.6You may use the Multitasking services only for their intended purposes as described in theDocumentation.
User Interface, Data Collection, Local Laws and Privacy:
3.3.7 Applications must comply with the Human Interface Guidelines and other Documentation
provided by Apple.
3.3.8Any form of user or device data collection, or image, picture or voice capture or recording(collectively “Recordings”), and any form of data, content or information collection, processing,maintenance, uploading, syncing, storage, transmission, sharing, disclosure or use performed by, throughor in connection with Your Application must comply with all applicable privacy laws and regulations aswell as any related Program Requirements, including but not limited to any notice or consentrequirements. In particular, a reasonably conspicuous audio, visual or other indicator must be displayedto the user as part of the Application to indicate that a Recording is taking place.
Program Agreement Page 10
3.3.9You and Your Applications (and any third party with whom You have contracted to serveadvertising) may not collect user or device data without prior user consent, and then only to provide aservice or function that is directly relevant to the use of the Application, or to serve advertising inaccordance with Sections 3.3.12 and 3.3.13. You may not use analytics software in Your Application tocollect and send device data to a third party. Further, neither You nor Your Application will use anypermanent, device-based identifier, or any data derived therefrom, for purposes of uniquely identifying adevice.
3.3.10You must provide clear and complete information to users regarding Your collection, use anddisclosure of user or device data, e.g., a link to Your privacy policy on the App Store. Furthermore, Youmust take appropriate steps to protect such data from unauthorized use, disclosure or access by thirdparties. If a user ceases to consent or affirmatively revokes consent for Your collection, use or disclosureof his or her user or device data, You (and any third party with whom You have contracted to serveadvertising) must promptly cease all such use. In addition, if Your Application accesses the HealthKit,HomeKit, or Apple Pay APIs, provides keyboard extension functionality, or is primarily intended for use bychildren, You must provide a privacy policy to Your end-users explaining Your collection, use, disclosureand retention of user or device data.
3.3.11Applications must comply with all applicable criminal, civil and statutory laws and regulations,including those in any jurisdictions in which Your Applications may be offered or made available. Inaddition:
- You and the Application must comply with all applicable privacy and data collection laws andregulations with respect to any collection, use or disclosure of user or device data.
- Applications may not be designed or marketed for the purpose of harassing, abusing, spamming,stalking, threatening or otherwise violating the legal rights (such as the rights of privacy and publicity) ofothers.
- Neither You nor Your Application may perform any functions or link to any content, services, informationor data or use any robot, spider, site search or other retrieval application or device to scrape, mine,retrieve, cache, analyze or index software, data or services provided by Apple or its licensors, or obtain(or try to obtain) any such data, except the data that Apple expressly provides or makes available to Youin connection with such services. You agree that You will not collect, disseminate or use any such datafor any unauthorized purpose.
- If Your Application is intended for human subject research, then You agree to inform participants of theintended uses and disclosures of their personally identifiable data as part of such research and to obtainconsent from such participants (or their guardians) who will be using Your Application for such researchpurposes. Further, You shall prohibit third parties to whom you provide any de-identified or coded datafrom re-identifying (or attempting to re-identify) any participants using such data without participantconsent, and You agree to require that such third parties pass the foregoing restriction on to any otherparties who receive such de-identified or coded data.
Advertising Identifier:
3.3.12You and Your Applications (and any third party with whom You have contracted to serveadvertising) may use the Advertising Identifier, and any information obtained through the use of theAdvertising Identifier, only for the purpose of serving advertising. If a user resets the AdvertisingIdentifier, then You agree not to combine, correlate, link or otherwise associate, either directly orindirectly, the prior Advertising Identifier and any derived information with the reset Advertising Identifier.
Advertising Preference:
3.3.13 For Applications compiled for any iOS version providing access to the Ad Support APIs:
- You agree to check a user’s Advertising Preference prior to serving any advertising using theAdvertising Identifier, and You agree to abide by a user’s setting in the Advertising Preference.
Program Agreement Page 11
- If a user has set their Advertising Preference to limit ad tracking, You may use the Advertising Identifier,and any information obtained through the use of the Advertising Identifier, only for Limited AdvertisingPurposes.
Location and Maps; User Consents:
3.3.14For Applications that use location-based APIs (e.g., Core Location, Map Kit API) or otherwiseprovide location-based services, such Applications may not be designed or marketed for automatic orautonomous control of vehicle behavior, or for emergency or life-saving purposes. In addition,Applications that offer location-based services or functionality must notify and obtain consent from anindividual before his or her location data is collected, transmitted or otherwise used by the Application.
3.3.15If You choose to provide Your own location-based service, data and/or information inconjunction with the Apple maps provided through the Apple Maps Service (e.g., overlaying a map orroute You have created on top of an Apple map), You are solely responsible for ensuring that Yourservice, data and/or information correctly aligns with any Apple maps used. For Applications that uselocation-based APIs for real-time navigation (including, but not limited to, turn-by-turn route guidance andother routing that is enabled through the use of a sensor), You must have an end-user license agreementthat includes the following notice: YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATIONIS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.
3.3.16Applications must not disable, override or otherwise interfere with any Apple-implementedsystem alerts, warnings, display panels, consent panels and the like, including, but not limited to, thosethat are intended to notify the user that the user's location data, address book data, calendar, photos,and/or reminders are being collected, transmitted, maintained, processed or used, or intended to obtainconsent for such use. If consent is denied or withdrawn, Applications may not collect, transmit, maintain,process or utilize such data or perform any other actions for which the user’s consent has been denied orwithdrawn.
3.3.17If Your Application uses or accesses the Map Kit API from a device running iOS version 6 orlater, Your Application will access and use the Apple Maps Service. All use of the Map Kit API and AppleMaps Service will be in accordance with the terms of this Agreement (including the ProgramRequirements) and Attachment 6 (Additional Terms for the use of the Apple Maps Service). If YourApplication uses or accesses the Map Kit API from a device running iOS version 5 or earlier, YourApplication will access and use the Google Mobile Maps (GMM) service. Such use of the GMM Serviceis subject to Google’s Terms of Service which are set forth
at: http://code.google.com/apis/maps/terms/iPhone.html. If You do not accept such Google Terms ofService, including, but not limited to all limitations and restrictions therein, You may not use the GMMservice in Your Application, and You acknowledge and agree that such use will constitute Youracceptance of such Terms of Service.
Content and Materials:
3.3.18Any master recordings and musical compositions embodied in Your Application must bewholly-owned by You or licensed to You on a fully paid-up basis and in a manner that will not require thepayment of any fees, royalties and/or sums by Apple to You or any third party. In addition, if YourApplication will be distributed outside of the United States, any master recordings and musicalcompositions embodied in Your Application (a) must not fall within the repertoire of any mechanical orperforming/communication rights collecting or licensing organization now or in the future and (b) iflicensed, must be exclusively licensed to You for Your Application by each applicable copyright owner.
3.3.19If Your Application includes or will include any other content, You must either own all suchcontent or have permission from the content owner to use it in Your Application.
3.3.20Applications may be rejected if they contain content or materials of any kind (text, graphics,images, photographs, sounds, etc.) that in Apple’s reasonable judgment may be found objectionable orinappropriate, for example, materials that may be considered obscene, pornographic, or defamatory.
Program Agreement Page 12
3.3.21Applications must not contain any malware, malicious or harmful code, program, or otherinternal component (e.g., computer viruses, trojan horses, “backdoors”) which could damage, destroy, oradversely affect the Apple Software, services, iOS Products or other software, firmware, hardware, data,systems, services, or networks.
3.3.22If Your Application includes any FOSS, You agree to comply with all applicable FOSSlicensing terms. You also agree not to use any FOSS in the development of Your Application in such away that would cause the non-FOSS portions of the Apple Software to be subject to any FOSS licensingterms or obligations.
3.3.23Your Application may include promotional sweepstake or contest functionality provided thatYou are the sole sponsor of the promotion and that You and Your Application comply with any applicablelaws and fulfill any applicable registration requirements in the country or territory where You make YourApplication available and the promotion is open. You agree that You are solely responsible for anypromotion and any prize, and also agree to clearly state in binding official rules for each promotion thatApple is not a sponsor of, or responsible for conducting, the promotion.
3.3.24Your Application may include a direct link to a page on Your web site where You include theability for an end-user to make a charitable contribution, provided that You comply with any applicablelaws (which may include providing a receipt), and fulfill any applicable regulation or registrationrequirements, in the country or territory where You enable the charitable contribution to be made. Youalso agree to clearly state that Apple is not the fundraiser.
In-App Purchase API:
3.3.25All use of the In-App Purchase API and related services must be in accordance with theterms of this Agreement (including the Program Requirements) and Attachment 2 (Additional Terms forUse of the In-App Purchase API).
Advertising API:
3.3.26If You choose to use the Advertising API in Your Application, then You must enter into aseparate written agreement with Apple and/or an Apple Subsidiary before any distribution of YourLicensed Application may take place via the App Store, VPP/B2B Program Site, or TestFlight Program.
iOS Accessories:
3.3.27Your Application may interface, communicate, or otherwise interoperate with or control aniOS Accessory (as defined above) through Bluetooth or Apple's 30-pin dock connector only if (i) such iOSAccessory is licensed under Apple's MFi Licensing Program at the time that You initially submit YourApplication, (ii) the MFi Licensee has added Your Application to a list of those approved forinteroperability with their iOS Accessory, and (iii) the MFi Licensee has received approval from the AppleMFi Licensing Program for such addition.
Regulatory Compliance:
3.3.28You will fulfill any applicable regulatory requirements, including full compliance with allapplicable laws, regulations, and policies related to the manufacturing, marketing, sale and distribution ofYour Application in the United States, and in particular the requirements of the U.S. Food and DrugAdministration ("FDA") as well as other U.S. regulatory bodies such as the FAA, HHS, FTC, and FCC,and the laws, regulations and policies of any other applicable regulatory bodies in any countries orterritories where You use or make Your Application available, e.g., MHRA, CFDA. However, You agreethat You will not seek any regulatory marketing permissions or make any determinations that may resultin any Apple products being deemed regulated or that may impose any obligations or limitations onApple. By submitting Your Application to Apple for selection for distribution, You represent and warrantthat You are in full compliance with any applicable laws, regulations, and policies, including but not limitedto all FDA laws, regulations and policies, related to the manufacturing, marketing, sale and distribution ofYour Application in the United States, as well as in other countries or territories where You plan to make
Program Agreement Page 13
Your Application available. You also represent and warrant that You will market Your Application only forits cleared or approved intended use/indication for use, and only in strict compliance with applicableregulatory requirements. Upon Apple’s request, You agree to promptly provide any such clearancedocumentation to support the marketing of Your Application. If requested by the FDA or by anothergovernment body that has a need to review or test Your Application as part of its regulatory reviewprocess, You may provide Your Application to such entity for review purposes. You agree to promptlynotify Apple in accordance with the procedures set forth in Section 15.5 of any complaints or threats ofcomplaints regarding Your Application in relation to any such regulatory requirements, in which caseApple may remove Your Application from distribution.
Cellular Network:
3.3.29 If an Application requires or will have access to the cellular network, then additionally such
Application:
- Must comply with Apple's best practices and other guidelines on how Applications should access anduse the cellular network; and
- Must not in Apple's reasonable judgment excessively use or unduly burden network capacity orbandwidth.
3.3.30Because some mobile network operators may prohibit or restrict the use of Voice overInternet Protocol (VoIP) functionality over their network, such as the use of VoIP telephony over a cellularnetwork, and may also impose additional fees, or other charges in connection with VoIP, You agree toinform end-users, prior to purchase, to check the terms of agreement with their operator, for example, byproviding such notice in the marketing text that You provide accompanying Your Application on the AppStore. In addition, if Your Application allows end-users to send SMS messages, then You must informthe end-user, prior to use of such functionality, that standard text messaging rates or other carriercharges may apply to such use.
APN (Apple Push Notification service) and Local Notifications:
3.3.31All use of Push Notifications via the APN or Local Notifications must be in accordance withthe terms of this Agreement (including the Program Requirements) and Attachment 1 (Additional Termsfor Apple Push Notification service and Local Notifications).
Game Center:
3.3.32 All use of the Game Center must be in accordance with the terms of this Agreement
(including the Program Requirements) and Attachment 3 (Additional Terms for the Game Center).
iCloud:
3.3.33All use of the iCloud Storage APIs and CloudKit APIs, as well as Your use of the iCloudservice under this Agreement, must be in accordance with the terms of this Agreement (including theProgram Requirements) and Attachment 4 (Additional Terms for the use of iCloud).
Passbook:
3.3.34Your development of Passes, and use of the Pass Type ID and Passbook under thisAgreement, must be in accordance with the terms of this Agreement (including the ProgramRequirements) and Attachment 5 (Additional Terms for Passes).
Additional Services or End-User Pre-Release Software:
3.3.35From time to time, Apple may provide access to additional services or pre-release AppleSoftware for You to use in connection with Your Applications, or as an end-user for evaluation purposes.Some of these may be subject to separate terms and conditions in addition to this Agreement, in which
Program Agreement Page 14
case Your usage will also be subject to those terms and conditions. Such services or software may notbe available in all languages or in all countries, and Apple makes no representation that they will beappropriate or available for use in any particular location. To the extent You choose to access suchservices or software, You do so at Your own initiative and are responsible for compliance with anyapplicable laws, including but not limited to applicable local laws. To the extent any such softwareincludes Apple’s FaceTime or Messages feature, You acknowledge and agree that when You use suchfeatures, the telephone numbers and device identifiers associated with Your Authorized Test Devices, aswell as email addresses and/or Apple ID information You provide, may be used and maintained by Appleto provide and improve such software and features. Certain services made accessible to You through theApple Software may be provided by third parties. You acknowledge that Apple will not have any liability orresponsibility to You or any other person (including to any end-user) for any third-party services or for anyApple services. Apple and its licensors reserve the right to change, suspend, remove, or disable accessto any services at any time. In no event will Apple be liable for the removal of or disabling of access toany such services. Further, upon any commercial release of such software or services, or earlier ifrequested by Apple, You agree to cease all use of the pre-release Apple Software or services provided toYou as an end-user for evaluation purposes under this Agreement.
3.3.36If Your Application accesses the Twitter service through the Twitter API, such access issubject to Twitter terms of service set forth at: http://dev.twitter.com. If You do not accept such Twitterterms of service, including, but not limited to all limitations and restrictions therein, You may not accessthe Twitter service in Your Application through the use of the Twitter API, and You acknowledge andagree that such use will constitute Your acceptance of such terms of service.
3.3.37If Your Application accesses data from an end-user’s Address Book through the AddressBook API, You must notify and obtain consent from the user before his or her Address Book data isaccessed or used by Your Application. Further, Your Application may not provide an automatedmechanism that transfers only the Facebook Data portions of the end-user’s Address Book altogether toa location off of the end-user’s device. For the sake of clarity, this does not prohibit an automatedtransfer of the user’s entire Address Book as a whole, so long as user notification and consentrequirements have been fulfilled; and does not prohibit enabling users to transfer any portion of theirAddress Book data manually (e.g., by cutting and pasting) or enabling them to individually selectparticular data items to be transferred.
Extensions, WatchKit Extensions and Keyboard extensions:
3.3.38Applications that include extensions in the Application bundle must provide some functionalitybeyond just the extensions (e.g., help screens, additional settings), unless an Application includes aWatchKit Extension. In addition:
- Extensions (excluding WatchKit Extensions) may not include advertising, product promotion, directmarketing, or In-App Purchase offers in their extension view;
- Extensions may not block the full screen of an iOS Product or redirect, obstruct or interfere in anundisclosed or unexpected way with a user’s use of another developer’s application or any Apple-provided functionality or service;
- Extensions may operate only in Apple-designated areas of iOS or Watch OS as set forth in theDocumentation;
- Extensions that provide keyboard functionality must be capable of operating independent of anynetwork access and must include Unicode characters (vs. pictorial images only); and
- Any keystroke logging done by any such extension must be clearly disclosed to the end-user prior toany such data being sent from an iOS Product, and notwithstanding anything else in Section 3.3.9, suchdata may be used only for purposes of providing or improving the keyboard functionality of YourApplication (e.g., not for serving advertising).
HealthKit APIs
Program Agreement Page 15
3.3.39Your Application must not access the HealthKit APIs unless it is primarily designed to providehealth and/or fitness services, and this usage is clearly evident in Your marketing text and user interface.In addition:
- Notwithstanding anything to the contrary in Section 3.3.9, You and Your Application may not use theHealthKit APIs, or any information obtained through the HealthKit APIs, for any purpose other thanproviding health and/or fitness services in connection with Your Application (e.g., not for servingadvertising).
- You must not use the HealthKit APIs, or any information obtained through the HealthKit APIs, todisclose or provide an end-user’s health and/or fitness information to a third party without express end-user consent, and then only for purposes of enabling the third party to provide health and/or fitnessservices. For example, You must not share or sell an end-user’s health information collected through theHealthKit APIs to advertising platforms, data brokers or information resellers. For clarity, You may allowend-users to consent to share their data with third parties for medical research purposes.
- You agree to clearly disclose to end-users how You and Your Application will be using their healthand/or fitness information and to use it only as expressly consented to by the end-user and as expresslypermitted herein.
3.3.40If Your Application accesses NikeFuel points information through the HealthKit APIs, thenYour use of the NikeFuel points information is subject to the NikeFuel points terms of service set forth at:https://developer.nike.com/healthkit/nikefuel-use-agreement.html. If You do not accept such NikeFuelterms of service, including, but not limited to all limitations and restrictions therein, You may not use suchNikeFuel points information in Your Application, and You acknowledge and agree that such use willconstitute Your acceptance of such terms of service.
HomeKit APIs:
3.3.41Your Application must not access the HomeKit APIs unless it is primarily designed to providehome configuration or home automation services (e.g., turning on a light, lifting a garage door) forLicensed HomeKit Accessories and this usage is clearly evident in Your marketing text and userinterface. You agree not to use the HomeKit APIs for any purpose other than interfacing, communicating,interoperating with or otherwise controlling a Licensed HomeKit Accessory or for using the HomeKitDatabase, and then only for home configuration or home automation purposes in connection with YourApplication.
- Your Application may use information obtained from the HomeKit APIs and/or the HomeKit Databaseonly on an iOS Product and may not export, remotely access or transfer such information off a device(e.g., a lock password cannot be sent off an end-user’s device to be stored in an external non-Appledatabase).
- Notwithstanding anything to the contrary in Section 3.3.9, You and Your Application may not use theHomeKit APIs, or any information obtained through the HomeKit APIs or through the HomeKit Database,for any purpose other than providing or improving home configuration or home automation services inconnection with Your Application (e.g., not for serving advertising).
Apple Pay APIs:
3.3.42Your Application may use the Apple Pay APIs solely for the purpose of facilitating paymenttransactions that are made through Your Application, and only for the purchase of goods and servicesthat are to be used outside of any iOS Product or Apple Watch. For clarity, nothing in this Section 3.3.42supplants any of the rules or requirements for the use of the In-App Purchase API, including but notlimited to Section 3.3.3 and the guidelines. In addition:
- You acknowledge and agree that Apple is not a party to any payment transactions facilitated throughthe use of the Apple Pay APIs and is not responsible for any such transactions, including but not limited
Program Agreement Page 16
to the unavailability of any end-user payment cards or payment fraud. Such payment transactions arebetween You and Your bank, acquirer, card networks, or other parties You utilize
for transaction processing, and You are responsible for complying with any agreements You have withsuch third parties. In some cases, such agreements may contain terms specifying specific rights,obligations or limitations that You accept and assume in connection with Your decision to utilize thefunctionality of the Apple Pay APIs.
- You agree to store any private keys provided to You as part of Your use of the Apple Pay APIs in asecure manner (e.g., encrypted on a server) and in accordance with the Documentation. You agree notto store any end-user payment information in an unencrypted manner on an iOS Product. For clarity, Youmay not decrypt any such end-user payment information on an iOS Product.
- You agree not to call the Apple Pay APIs or otherwise attempt to gain information through the ApplePay APIs for purposes unrelated to facilitating end-user payment transactions. For example, if Youreceive an end-user’s zip code through the Apple Pay APIs before an order is submitted, then You agreeto use such information only for purposes of calculating tax and shipping for the transaction and not touse or retain it for any other purposes.
4. Changes to Program Requirements or Terms
Apple may change the Program Requirements or the terms of this Agreement at any time. New ormodified Program Requirements will not retroactively apply to Applications already in distribution. In orderto continue using the Apple Software or any services, You must accept and agree to the new ProgramRequirements and/or new terms of this Agreement. If You do not agree to new Program Requirements ornew terms, Your use of the Apple Software and any services will be suspended or terminated by Apple.You agree that Your acceptance of such new Agreement terms or Program Requirements may besignified electronically, including without limitation, by Your checking a box or clicking on an “agree” orsimilar button. Nothing in this Section shall affect Apple's rights under Section 8 below.
5. Digital Signing; Restrictions on Certificates
5.1 Certificate Requirements
All Applications must be signed with an Apple-issued certificate in order to be installed on RegisteredDevices or submitted to Apple. All Passes must be signed with a Pass Type ID to be recognized andaccepted by Passbook. All Safari Extensions must be signed with an Apple-issued certificate to run inSafari on OS X. You must use a Website ID to send OS X Website Push Notifications to the OS Xdesktop of users who have opted in to receive such Notifications for Your Site through Safari on OS X.
During the Term of this Agreement, You may obtain development-related digital certificates from Apple,subject to a maximum number as reasonably determined by Apple, that will allow Your Application andYour Pass to be installed and tested on Authorized Test Devices. You may also obtain, during the Term,one or more production digital certificates from Apple, subject to a maximum number as reasonablydetermined by Apple, to be used for the sole purpose of signing Your Application(s) prior to submission ofYour Application to Apple or limited distribution of Your Application for use on Registered Devices. Youmay also obtain Apple-issued certificates to sign Your Safari Extensions for distribution purposes as setforth herein.
In relation to this, You represent and warrant to Apple that: (a) You will not take any action to interferewith the normal operation of any Apple-issued digital certificates or Provisioning Profiles; (b) You aresolely responsible for preventing any unauthorized person from having access to Your digital certificatesand corresponding private keys and You will use best efforts to safeguard Your digital certificates andcorresponding private keys from compromise; (c) You agree to immediately notify Apple in writing if Youhave any reason to believe there has been a compromise of any of Your digital certificates orcorresponding private keys; (d) You will not provide or transfer Apple-issued digital certificates providedunder this Program to any third party, nor use Your digital certificate to sign any third party's application,pass, extension or site, except when providing them to a contractor who is developing an Application,Pass, Safari Extension or Site for You in compliance with the terms of this Agreement; and (e) You willuse Apple-issued certificates provided under this Program exclusively for the purpose of signing YourPasses, signing Your Safari Extensions, signing Your Site’s registration bundle, accessing the APN
Program Agreement Page 17
service, and/or signing Your Applications for testing, submission to Apple and/or for limited distribution foruse on Registered Devices as contemplated under this Program, and only in accordance with thisAgreement.
You further represent and warrant to Apple that the licensing terms governing Your Application, YourSafari Extension, Your Site’s registration bundle and/or Your Pass, or governing any third party code orFOSS included therein, will be consistent with and not conflict with the digital signing or content protectionaspects of the Program or any of the terms, conditions or requirements of the Program or this Agreement.In particular, such licensing terms will not purport to require Apple (or its agents) to disclose or makeavailable any of the keys, authorization codes, methods, procedures, data or other information related tothe Security Solution, digital signing or digital rights management mechanisms utilized as part of theProgram. If You discover any such inconsistency or conflict, You agree to immediately notify Apple of itand will cooperate with Apple to resolve such matter. You acknowledge and agree that Apple mayimmediately cease distribution of any affected Licensed Applications or Passes, and may refuse to acceptany subsequent Application or Pass submissions from You until such matter is resolved to Apple’sreasonable satisfaction.
5.2 Additional Safari Extension Requirements
If You would like to distribute Your Safari Extension signed with an Apple-issued digital certificate, thenYou agree to the following requirements for such Safari Extension, as they may be modified by Applefrom time to time:
- Your Safari Extension must not contain any malware, malicious or harmful code, or other internalcomponent (e.g. computer viruses, trojan horses, “backdoors”) which could damage, destroy, oradversely affect Apple hardware, software or services, or other third party software, firmware, hardware,data, systems, services, or networks.
- Your Safari Extensions must not be designed or marketed for the purpose of harassing, abusing,stalking, spamming, threatening or otherwise violating the legal rights (such as the rights of privacy andpublicity) of others.
- Your Safari Extension must only operate in Safari on OS X's designated container area for the SafariExtension, and must not disable, override or otherwise interfere with any Apple-implemented systemalerts, warnings, display panels, consent panels and the like.
- Your Safari Extensions must comply with all applicable laws and regulations, including those in anyjurisdictions in which such Safari Extensions may be offered or made available.
6. Application Submission and Selection
6.1 Submission to Apple for App Store or VPP/B2B Distribution
You may submit Your Application for consideration by Apple for distribution via the App Store or VPP/B2BProgram Site once You decide that Your Application has been adequately tested and is complete. Bysubmitting Your Application, You represent and warrant that Your Application complies with theDocumentation and Program Requirements then in effect as well as with any additional guidelines thatApple may post on the Program web portal or in iTunes Connect. You further agree that You will notattempt to hide, misrepresent or obscure any features, content, services or functionality in Your submittedApplications from Apple's review or otherwise hinder Apple from being able to fully review suchApplications. In addition, You agree to inform Apple in writing through iTunes Connect if Your Applicationconnects to a physical device, including an iOS Accessory, and, if so, to disclose the means of suchconnection (whether iAP, the headphone jack, or any other communication protocol or standard) andidentify at least one physical device with which Your Application is designed to communicate. Ifrequested by Apple, You agree to provide access to or samples of any such devices at Your expense(samples will not be returned). You agree to cooperate with Apple in this submission process and toanswer questions and provide information and materials reasonably requested by Apple regarding Yoursubmitted Application, including insurance information You may have relating to Your Application, theoperation of Your business, or Your obligations under this Agreement. Apple may require You to carrycertain levels of insurance for certain types of Applications and name Apple as an additional insured.
Program Agreement Page 18
If You make any changes to an Application (including to any functionality made available through use ofthe In-App Purchase API) after submission to Apple, You must resubmit the Application to Apple.Similarly all bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, newreleases and new versions of Your Application must be submitted to Apple for review in order for them tobe considered for distribution via the App Store or VPP/B2B Program Site.
6.2 Submission to Apple for the TestFlight Program
If You would like to distribute Your Application to Beta Testers through the TestFlight Program, You mustfirst submit Your Application to Apple for review. By submitting such Application, You represent andwarrant that Your Application complies with the Documentation and Program Requirements then in effectas well as with any additional guidelines that Apple may post on the Program web portal or in iTunesConnect. Thereafter, Apple may permit You to distribute updates to such Application directly to YourBeta Testers without Apple’s review, unless such an update includes significant changes, in which caseYou agree to inform Apple in iTunes Connect and have such Application re-reviewed. Apple reserves theright to require You to cease distribution of Your Application through the TestFlight Program, and/or toany particular Beta Tester, at any time in its sole discretion.
6.3 Improving Your Application
Further, if Your Application is accepted for distribution via the App Store, VPP/B2B Program Site orTestFlight Program, You agree that Apple may use Your Application for the limited purpose ofcompatibility testing of Your Application with Apple products and services, for finding and fixing bugs inApple products and services, for internal use in evaluating iOS or Watch OS performance issues in YourApplication, and for purposes of providing other information to You (e.g., crash logs). You may opt in tosend app symbol information for Your Application to Apple, and if You do so, then You agree that Applemay use such symbols to symbolicate Your Application for purposes of providing You with symbolicatedcrash logs. In the event that Apple provides You with crash logs or other diagnostic information for YourApplication, You agree to use such crash logs and information only for purposes of fixing bugs andimproving the performance of Your Application and related products. You may also collect numericstrings and variables from Your Application when it crashes, so long as You collect such information onlyin an anonymous, non-personal manner and do not recombine, correlate, or use such information toattempt to identify or derive information about any particular end-user or device.
6.4 Analytics
To the extent that Apple provides an analytics service, You agree to use any data provided through suchservice solely for purposes of improving Your Applications and related products. Further, You agree notto provide such information to any third parties (except for a third-party service provider who is assistingYou in processing and analyzing such data on Your behalf and who is not permitted to use it for any otherpurpose or disclose it to any other party). For clarity, You must not aggregate (or permit any third-party toaggregate) analytics information provided to You by Apple for Your Applications as part of this servicewith other developers’ analytics information, or contribute such information to a repository for cross-developer analytics. You must not use the analytics service or any analytics data to attempt to identify orderive information about any particular end-user or device.
6.5 Selection by Apple for Distribution
You understand and agree that Apple may, in its sole discretion:
(a) determine that Your Application does not meet all or any part of the Documentation or ProgramRequirements then in effect;
(b) reject Your Application for distribution for any reason, even if Your Application meets theDocumentation and Program Requirements; or
(c) select and digitally sign Your Application for distribution via the App Store, VPP/B2B Program Site, orTestFlight Program.
Apple shall not be responsible for any costs, expenses, damages, losses (including without limitation lostbusiness opportunities or lost profits) or other liabilities You may incur as a result of Your Applicationdevelopment, use of this Apple Software, use of any services, certificates or APIs provided hereunder, orparticipation in the Program, including without limitation the fact that Your Application may not be selectedfor distribution via the App Store or VPP/B2B Program Site. You will be solely responsible for developing
Program Agreement Page 19
Applications that are safe, free of defects in design and operation, and comply with applicable laws andregulations. You will also be solely responsible for any documentation and end-user customer supportand warranty of Your Applications. The fact that Apple may have reviewed, tested, approved or selectedan Application will not relieve You of any of these responsibilities.
7. Distribution of Applications and Libraries
Applications:
Applications developed under this Agreement may be distributed in four ways: (1) through the App Store,if selected by Apple, (2) through the VPP/B2B Program Site, if selected by Apple, (3) through Ad Hocdistribution in accordance with Section 7.2, and (4) for beta testing through Apple’s TestFlight Program inaccordance with Section 7.3.
7.1 Delivery of Freely Available Licensed Applications via the App Store; Certificates
If Your Application qualifies as a Licensed Application, it is eligible for delivery to end-users via the AppStore by Apple and/or an Apple Subsidiary. If You would like Apple and/or an Apple Subsidiary to deliverYour Licensed Application or authorize additional content, functionality or services You make available inYour Licensed Application through the use of the In-App Purchase API to end-users for free (no charge)via the App Store, then You appoint Apple and Apple Subsidiaries as Your legal agent pursuant to theterms of Schedule 1, for Licensed Applications designated by You as free of charge applications.
If Your Application qualifies as a Licensed Application and You intend to charge end-users a fee of anykind for Your Licensed Application or within Your Licensed Application through the use of the In-AppPurchase API, You must enter into a separate agreement (Schedule 2) with Apple and/or an AppleSubsidiary before any such commercial distribution of Your Licensed Application may take place via theApp Store or before any such commercial delivery of additional content, functionality or services for whichYou charge end-users a fee may be authorized through the use of the In-App Purchase API in YourLicensed Application.
If Your Application qualifies as a Custom B2B Application, then You must enter into a separateagreement (Schedule 3) with Apple and/or an Apple Subsidiary before any distribution of Your CustomB2B Application to VPP Customers may take place via the VPP/B2B Program Site. To the extent thatYou enter (or have previously entered) into Schedule 2 or Schedule 3 with Apple and/or an AppleSubsidiary, the terms of Schedule 2 or 3 will be deemed incorporated into this Agreement by thisreference.
When an end-user installs Your Licensed Application, Apple will provide You with a transaction receiptsigned with an Apple-issued certificate. It is Your responsibility to verify that such certificate and receiptwere issued by Apple, as set forth in the Documentation. You are solely responsible for Your decision torely on any such certificates and receipts. YOUR USE OF OR RELIANCE ON SUCH CERTIFICATESAND RECEIPTS IN CONNECTION WITH A PURCHASE OF AN APPLICATION IS AT YOUR SOLERISK. APPLE MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TOMERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, RELIABILITY,SECURITY, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO SUCHDIGITAL CERTIFICATES AND RECEIPTS. You agree that You will only use such receipts andcertificates in accordance with the Documentation, and that You will not interfere or tamper with thenormal operation of such digital certificates or receipts, including but not limited to any falsification orother misuse.
7.2 Distribution on Registered Devices (Ad Hoc Distribution)
Subject to the terms and conditions of this Agreement, You may also distribute Your Applications toindividuals within Your company, organization, educational institution, group, or who are otherwiseaffiliated with You for use solely on a limited number of Registered Devices (as specified on the Programweb portal), if Your Application has been digitally signed using Your Apple-issued digital certificate asdescribed in this Agreement. By distributing Your Application in this manner, You represent and warrantto Apple that Your Application complies with the Documentation and Program Requirements then in effectand You agree to cooperate with Apple and to answer questions and provide information about YourApplication, as reasonably requested by Apple.
Program Agreement Page 20
You also agree to be solely responsible for determining which individuals within Your company,organization, educational institution or affiliated group should have access to and use of YourApplications and Registered Devices, and for managing such Registered Devices. Apple shall not beresponsible for any costs, expenses, damages, losses (including without limitation lost businessopportunities or lost profits) or other liabilities You may incur as a result of distributing Your Applications inthis manner, or for Your failure to adequately manage, limit or otherwise control the access to and use ofYour Applications and Registered Devices.
You will be responsible for attaching or otherwise including, at Your discretion, any relevant usage termswith Your Applications. Apple will not be responsible for any violations of Your usage terms. You will besolely responsible for all user assistance, warranty and support of Your Applications.
7.3 Distribution via Apple’s TestFlight Program
A. Internal Distribution to Authorized Developers
You may use the TestFlight Program for internal distribution of pre-release versions of Your Applicationsto a limited number of Your Authorized Developers, but solely for their use in testing and developing YourApplications. Apple reserves the right to require You to cease distribution of such Applications to YourAuthorized Developers through the TestFlight Program, or to any particular Authorized Developer, at anytime in its sole discretion.
B. Distribution to Beta Testers
You may use the TestFlight Program for external distribution of pre-release versions of Your Applicationsto a limited number of Beta Testers (as specified in iTunes Connect), but solely for their testing andevaluation of such pre-release versions of Your Applications. You may not charge Your Beta Testersfees of any kind to participate in Apple’s TestFlight Program or for the use of any such pre-releaseversions. Further, You may not use the TestFlight Program for purposes that are not related to improvingthe quality, performance, or usability of pre-release versions of Your Application (e.g., continuousdistribution of demo versions of Your Application in an attempt to circumvent the App Store or providingtrial versions of Your Applications for purposes of soliciting favorable App Store ratings are prohibiteduses). Further, if Your Application is primarily intended for children, You must verify that Your BetaTesters are of the age of majority in their jurisdiction. If You choose to add Beta Testers to the TestFlightProgram, then You are assuming responsibility for any invitations sent to such end-users and forobtaining their consent to contact them. If a Beta Tester requests that You stop contacting them (eitherthrough the TestFlight Program or otherwise), then You agree to promptly do so.
C. Use of TestFlight Program Information
To the extent that the TestFlight Program provides You with beta analytics information about YourAuthorized Developer’s or Beta Tester’s use of pre-release versions of Your Application (e.g., installationtime, frequency of an individual’s use of an App, etc.) and/or other related information, You agree to usesuch data solely for purposes of improving Your Applications and related products. You agree not toprovide such information to any third parties (except for a third-party service provider who is assisting Youin processing and analyzing such data on Your behalf and who is not permitted to use it for any otherpurpose or disclose it to any other party). For clarity, You must not aggregate (or permit any third-party toaggregate) beta analytics information provided to You by Apple for Your Applications as part of thisTestFlight Program with other developers’ beta analytics information, or contribute such information to arepository for cross-developer beta analytics information. Further, You must not use any beta analyticsinformation provided through the TestFlight Program for purposes of de-anonymizing informationobtained from or regarding a particular device or end-user outside of the TestFlight Program (e.g., Youmay not attempt to connect data gathered through the TestFlight Program for a particular end-user withinformation that is provided in an anonymized form through Apple’s analytics service).
Libraries:
7.4 Distribution of Libraries for use with iOS Products or Apple Watch only
You may develop Libraries using the iOS SDK under this Agreement, provided any such Libraries aredeveloped and distributed solely for use with an iOS Product or Apple Watch, and You limit use of suchLibraries only to use with iOS Products or Apple Watch. If Apple determines that Your Library is not
Program Agreement Page 21
designed for use only with iOS Products or Apple Watch, then Apple may require You to ceasedistribution of Your Library at any time, and You agree to promptly cease all distribution of such Libraryupon notice from Apple and cooperate with Apple to remove any remaining copies of such Library.
7.5 No Other Distribution Authorized Under this Agreement
Except for the distribution of freely available Licensed Applications through the App Store or VPP/B2BProgram Site in accordance with Section 7.1, the distribution of Applications for use on RegisteredDevices as set forth in Section 7.2 (Ad Hoc Distribution), the distribution of Applications for beta testingthrough Apple’s TestFlight Program as set forth in Section 7.3, the distribution of Libraries in accordancewith Section 7.4, the distribution of Passes in accordance with Attachment 5, the delivery of OS XWebsite Push Notifications on OS X, and the distribution of Safari Extensions on OS X, no otherdistribution of programs or applications developed using the Apple Software is authorized or permittedhereunder. In the absence of a separate agreement with Apple, You agree not to distribute YourApplication to third parties via other distribution methods or to enable or permit others to do so. Youagree to distribute Your Covered Products only in accordance with the terms of this Agreement.
8. Revocation
You understand and agree that Apple may cease distribution of Your Licensed Application(s) and/orLicensed Application Information or revoke the Apple-issued digital certificates issued to You hereunderat any time. By way of example only, Apple might choose to do this if at any time:
(a) Any of Your Provisioning Profiles, digital certificates or corresponding private keys has beencompromised or Apple has reason to believe that either has been compromised;
(b) Apple has been notified or otherwise has reason to believe that Your Covered Product violates,misappropriates, or infringes the rights of a third party or of Apple;
(c) Apple has reason to believe that Your Covered Product contains malicious or harmful code, malware,programs or other internal components (e.g., software virus);
(d) Apple has reason to believe that Your Covered Product damages, corrupts, degrades, destroys orotherwise adversely affects the devices it operates on, or any other software, firmware, hardware, data,systems, or networks accessed or used by such products;
(e) You breach any term or condition of this Agreement or the Registered Apple Developer terms andconditions;
(f) Any information or documents provided by You to Apple for the purpose of verifying Your identity orobtaining Provisioning Profiles or Apple-issued digital certificates is false or inaccurate;
(g) Any representation, warranty or certification provided by You to Apple in this Agreement is untrue orinaccurate;
(h) Apple is required by law, regulation or other governmental or court order to take such action;
(i) You request that Apple take such action in accordance with Schedule 1;
(j) You misuse or overburden any services provided hereunder;
(k) You fail to renew this Agreement and pay the applicable renewal fee; or(l) Apple has reason to believe that such action is prudent or necessary.
9. Program Fees
As consideration for the rights and licenses granted to You under this Agreement and Your participationin the Program, You agree to pay Apple the requisite annual program fees as set forth on the Programwebsite. The fees are non-refundable. Any taxes that may be levied on the Apple Software or Your use ofit shall be Your responsibility. Your program fees must be paid up and not in arrears at the time Yousubmit (or resubmit) Applications to Apple under this Agreement, and Your continued use of the Programweb portal is subject to Your payment of such fees.
10. Confidentiality
10.1 Information Deemed Apple Confidential
You agree that all pre-release versions of the Apple Software (including pre-release Documentation) andservices, any terms and conditions contained herein that disclose pre-release features of the AppleSoftware or services, the terms and conditions of Schedule 2 (available separately to cover distribution ofpaid-for Licensed Applications via the App Store) and the terms and conditions of Schedule 3 (available
Program Agreement Page 22
separately to cover distribution of Custom B2B Applications to VPP Customers via the VPP/B2B ProgramSite) will be deemed "Apple Confidential Information"; provided however that upon the commercialrelease of the Apple Software the terms and conditions that disclose pre-release features of the AppleSoftware or services will no longer be confidential. Notwithstanding the foregoing, Apple ConfidentialInformation will not include: (i) information that is generally and legitimately available to the public throughno fault or breach of Yours, (ii) information that is generally made available to the public by Apple,
(iii) information that is independently developed by You without the use of any Apple ConfidentialInformation, (iv) information that was rightfully obtained from a third party who had the right to transfer ordisclose it to You without limitation, or (v) any FOSS included in the Apple Software and accompanied bylicensing terms that do not impose confidentiality obligations on the use or disclosure of such FOSS.Further, Apple agrees that You will not be bound by the foregoing confidentiality terms with regard totechnical information about pre-release Apple Software and services disclosed by Apple at WWDC(Apple’s Worldwide Developers Conference), except that You may not post screen shots, write publicreviews or redistribute any pre-release Apple Software or services.
10.2 Obligations Regarding Apple Confidential Information
You agree to protect Apple Confidential Information using at least the same degree of care that You useto protect Your own confidential information of similar importance, but no less than a reasonable degreeof care. You agree to use Apple Confidential Information solely for the purpose of exercising Your rightsand performing Your obligations under this Agreement and agree not to use Apple ConfidentialInformation for any other purpose, for Your own or any third party’s benefit, without Apple's prior writtenconsent. You further agree not to disclose or disseminate Apple Confidential Information to anyone otherthan: (i) those of Your employees and contractors, or those of Your faculty and staff if You are aneducational institution, who have a need to know and who are bound by a written agreement thatprohibits unauthorized use or disclosure of the Apple Confidential Information; or (ii) except as otherwiseagreed or permitted in writing by Apple. You may disclose Apple Confidential Information to the extentrequired by law, provided that You take reasonable steps to notify Apple of such requirement beforedisclosing the Apple Confidential Information and to obtain protective treatment of the Apple ConfidentialInformation. You acknowledge that damages for improper disclosure of Apple Confidential Informationmay be irreparable; therefore, Apple is entitled to seek equitable relief, including injunction andpreliminary injunction, in addition to all other remedies.
10.3 Information Submitted to Apple Not Deemed Confidential
Apple works with many application and software developers and some of their products may be similar toor compete with Your Applications. Apple may also be developing its own similar or competingapplications and products or may decide to do so in the future. To avoid potential misunderstandings,Apple cannot agree, and expressly disclaims, any confidentiality obligations or use restrictions, express orimplied, with respect to any information that You may provide in connection with this Agreement or theProgram, including information about Your Application, Licensed Application Information and metadata(such disclosures will be referred to as “Licensee Disclosures”). You agree that any such LicenseeDisclosures will benon-confidential. Apple will be free to use and disclose any Licensee Disclosures onan unrestricted basis without notifying or compensating You. You release Apple from all liability andobligations that may arise from the receipt, review, use, or disclosure of any portion of any LicenseeDisclosures. Any physical materials You submit to Apple will become Apple property and Apple will haveno obligation to return those materials to You or to certify their destruction.
10.4 Press Releases and Other Publicity
You may not issue any press releases or make any other public statements regarding this Agreement, itsterms and conditions, or the relationship of the parties without Apple’s express prior written approval,which may be withheld at Apple’s discretion.
11. Indemnification
To the extent permitted by applicable law, You agree to indemnify and hold harmless, and upon Apple’srequest, defend, Apple, its directors, officers, employees, independent contractors and agents (each an"Apple Indemnified Party") from any and all claims, losses, liabilities, damages, taxes, expenses andcosts, including without limitation, attorneys’ fees and court costs (collectively, "Losses"), incurred by anApple Indemnified Party and arising from or related to any of the following: (i) Your breach of anycertification, covenant, obligation, representation or warranty in this Agreement, including Schedule 2 and
Program Agreement Page 23
Schedule 3 (if applicable); (ii) any claims that Your Covered Product or the distribution, sale, offer for sale,use or importation of Your Covered Product (whether alone or as an essential part of a combination),Licensed Application Information, metadata, or Pass Information violate or infringe any third partyintellectual property or proprietary rights; (iii) Your breach of any of Your obligations under the EULA (asdefined in Schedule 1 or Schedule 2 or Schedule 3 (if applicable)) for Your Licensed Application; (iv)Apple’s permitted use, promotion or delivery of Your Licensed Application, Licensed ApplicationInformation, OS X Website Push Notification, Safari Extension (if applicable), Pass, Pass Information,metadata, related trademarks and logos, or images and other materials that You provide to Apple underthis Agreement, including Schedule 2 or Schedule 3 (if applicable); (v) any claims, including but notlimited to any end-user claims, regarding Your Covered Products, Licensed Application Information, PassInformation, or related logos, trademarks, content or images; or (vi) Your use (including Your AuthorizedDevelopers’ use) of the Apple Software or services, Your Licensed Application Information, PassInformation, metadata, Your Authorized Test Devices, Your Registered Devices, Your Covered Products,or Your development and distribution of any of the foregoing.
You acknowledge that neither the Apple Software nor any services are intended for use in thedevelopment of Covered Products in which errors or inaccuracies in the content, functionality, services,data or information provided by any of the foregoing or the failure of any of the foregoing, could lead todeath, personal injury, or severe physical or environmental damage, and, to the extent permitted by law,You hereby agree to indemnify, defend and hold harmless each Apple Indemnified Party from any Lossesincurred by such Apple Indemnified Party by reason of any such use.
In no event may You enter into any settlement or like agreement with a third party that affects Apple'srights or binds Apple in any way, without the prior written consent of Apple.
12. Term and Termination
12.1 Term
The Term of this Agreement shall extend until the one (1) year anniversary of the original activation dateof Your Program account (“Effective Date”). Thereafter, subject to Your payment of annual renewal feesand compliance with the terms of this Agreement, the Term will automatically renew for successive one(1) year terms, unless sooner terminated in accordance with this Agreement.
12.2 Termination
This Agreement and all rights and licenses granted by Apple hereunder and any services providedhereunder will terminate, effective immediately upon notice from Apple:
(a) if You or any of Your Authorized Developers fail to comply with any term of this Agreement other thanthose set forth below in this Section 12.2 and fail to cure such breach within 30 days after becomingaware of or receiving notice of such breach;
(b) if You or any of Your Authorized Developers fail to comply with the terms of Section 10;
(c) in the event of the circumstances described in the subsection entitled “Severability” below;
(d) if You, at any time during the Term, commence an action for patent infringement against Apple;
(e) if You become insolvent, fail to pay Your debts when due, dissolve or cease to do business, file forbankruptcy, or have filed against You a petition in bankruptcy; or
(f) if You engage, or encourage others to engage, in any misleading, fraudulent, improper, unlawful ordishonest act relating to this Agreement, including, but not limited to, misrepresenting the nature of Yoursubmitted Application (e.g., hiding or trying to hide functionality from Apple’s review, falsifying consumerreviews for Your Application, engaging in payment fraud, etc.).
Apple may also terminate this Agreement, or suspend Your rights to use the Apple Software or services,if You fail to accept any new Program Requirements or Agreement terms as described in Section 4.
Either party may terminate this Agreement for its convenience, for any reason or no reason, effective 30days after providing the other party with written notice of its intent to terminate.
12.3 Effect of Termination
Upon the termination of this Agreement for any reason, You agree to immediately cease all use of theApple Software and services and erase and destroy all copies, full or partial, of the Apple Software andany information pertaining to the services (including Your Push Application ID) and all copies of Apple
Program Agreement Page 24
Confidential Information in Your and Your Authorized Developers' possession or control. At Apple’srequest, You agree to provide written certification of such destruction to Apple. Upon the expiration of theDelivery Period defined and set forth in Schedule 1, all Licensed Applications and Licensed ApplicationInformation in Apple’s possession or control shall be deleted or destroyed within a reasonable timethereafter, excluding any archival copies maintained in accordance with Apple’s standard businesspractices or required to be maintained by applicable law, rule or regulation. The following provisions shallsurvive any termination of this Agreement: Sections 1, 2.3, 2.5, 2.6, 3.1(d), 3.1(e), 3.1(f), 3.2(d), 3.2(e),3.2(f), 3.2(g), 3.3, 5.1 (the third and fourth paragraphs), 5.2, the first sentence of and the restrictions ofSection 6.3, the restrictions of Section 6.4, the second paragraph of Section 6.5, Section 7.1 (Schedule 1for the Delivery Period), the restrictions of Section 7.3 C, the last sentence of Section 7.4, Section 7.5,Section 8, and Sections 10 through 15 inclusive; within Attachment 1, the last sentence of Section 1.1,Section 2, Section 3.2 (but only for existing promotions), the second and third sentences of Section 4,Section 5, the second and third sentences of Section 6, and Section 7; within Attachment 2, Sections 1.3,2, 3, 4, 5, the second and third sentence of 6, 7, and 8; within Attachment 3, Sections 1, 2 (except thesecond sentence of Section 2.1), 3 and 4; within Attachment 4, Sections 1.2, 1.5, 1.6, 2, 3, and 4; withinAttachment 5, Sections 2.2, 2.3, 2.4 (but only for existing promotions), 3.3, and 5; and within Attachment6, Sections 1.2, 1.3, 2, 3, and 4. For the avoidance of doubt, upon any termination of this Agreement,You may not make available any content, functionality, or services through the use of the In-AppPurchase API. Apple will not be liable for compensation, indemnity, or damages of any sort as a result ofterminating this Agreement in accordance with its terms, and termination of this Agreement will be withoutprejudice to any other right or remedy Apple may have, now or in the future.
13. NO WARRANTY
The Apple Software or services may contain inaccuracies or errors that could cause failures or loss ofdata and it may be incomplete. Apple or its licensors may provide or make available through the AppleSoftware or as part of the Program, certain web-based applications, service-related software, certificate-issuance services, App Store services or other services for Your use (collectively the “Services” forpurposes of this Section 13 and 14). Apple and its licensors reserve the right to change, suspend,remove, or disable access to any Services (or any part thereof) at any time without notice. In no event willApple or its licensors be liable for the removal of or disabling of access to any such Services. Apple or itslicensors may also impose limits on the use of or access to certain Services, or may remove the Servicesfor indefinite time periods or cancel the Services at any time and in any case and without notice orliability. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLE SOFTWARE,SECURITY SOLUTION, AND ANY SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISKAS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THEAPPLE SOFTWARE, SECURITY SOLUTION, AND ANY SERVICES ARE PROVIDED "AS IS" AND "ASAVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND APPLE, APPLE’SAGENTS AND APPLE'S LICENSORS (COLLECTIVELY REFERRED TO AS "APPLE" FOR THEPURPOSES OF SECTIONS 13 AND 14) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONSWITH RESPECT TO THE APPLE SOFTWARE, SECURITY SOLUTION, AND SERVICES, EITHEREXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIEDWARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESSFOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRDPARTY RIGHTS. APPLE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOURENJOYMENT OF THE APPLE SOFTWARE, SECURITY SOLUTION, OR SERVICES, THAT THEAPPLE SOFTWARE, SECURITY SOLUTION, OR SERVICES WILL MEET YOUR REQUIREMENTS,THAT THE OPERATION OF THE APPLE SOFTWARE, SECURITY SOLUTION, OR THE PROVISIONOF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTSOR ERRORS IN THE APPLE SOFTWARE, SECURITY SOLUTION, OR SERVICES WILL BECORRECTED, OR THAT THE APPLE SOFTWARE, SECURITY SOLUTION, OR SERVICES WILL BECOMPATIBLE WITH FUTURE APPLE PRODUCTS, SERVICES OR SOFTWARE OR ANY THIRDPARTY SOFTWARE, APPLICATIONS, OR SERVICES, OR THAT ANY INFORMATION STORED ORTRANSMITTED THROUGH ANY APPLE SOFTWARE OR SERVICES WILL NOT BE LOST,CORRUPTED OR DAMAGED. YOU ACKNOWLEDGE THAT THE APPLE SOFTWARE AND SERVICESARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHEREERRORS, DELAYS, FAILURES OR INACCURACIES IN THE TRANSMISSION OR STORAGE OFDATA OR INFORMATION BY OR THROUGH THE APPLE SOFTWARE OR SERVICES COULD LEADTO DEATH, PERSONAL INJURY, OR FINANCIAL, PHYSICAL, PROPERTY OR ENVIRONMENTAL
Program Agreement Page 25
DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES,AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFESUPPORT OR WEAPONS SYSTEMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BYAPPLE OR AN APPLE AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOTEXPRESSLY STATED IN THIS AGREEMENT. SHOULD THE APPLE SOFTWARE, SECURITYSOLUTION, OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALLNECESSARY SERVICING, REPAIR OR CORRECTION. Location data as well as any maps dataprovided by any Services or software is for basic navigational purposes only and is not intended to berelied upon in situations where precise location information is needed or where erroneous, inaccurate orincomplete location data may lead to death, personal injury, property or environmental damage. NeitherApple nor any of its licensors guarantees the availability, accuracy, completeness, reliability, or timelinessof location data or any other data or information displayed by any Services or software.
14. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL APPLE BE LIABLEFOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL ORPUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSSOF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIALDAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, YOUR USE ORINABILITY TO USE THE APPLE SOFTWARE, SECURITY SOLUTION OR SERVICES, DIGITALCERTIFICATES, OR YOUR DEVELOPMENT EFFORTS OR PARTICIPATION IN THE PROGRAM,HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT(INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF APPLE HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OFESSENTIAL PURPOSE OF ANY REMEDY. In no event shall Apple’s total liability to You under thisAgreement for all damages (other than as may be required by applicable law in cases involving personalinjury) exceed the amount of fifty dollars ($50.00).
15. General Legal Terms
15.1 Third Party Notices.Portions of the Apple Software or services may utilize or include thirdparty software and other copyrighted material. Acknowledgements, licensing terms and disclaimers forsuch material are contained in the electronic documentation for the Apple Software and services, andYour use of such material is governed by their respective terms.
15.2 Consent to Collection and Use of Data
(a) Pre-Release Versions of iOS.In order to test and help Apple, its partners, and third partydevelopers improve their products and services, and unless You or Your Authorized Developers opt outas set forth below, You acknowledge that Apple and its subsidiaries and agents will be collecting, using,storing, processing and analyzing (collectively, “Collecting”) diagnostic, technical, and usage logs andinformation from Your Authorized Test Devices (that are running such pre-release versions of iOS) aspart of the developer seeding process. This information will be Collected in a form that does notpersonally identify You or Your Authorized Developers and may be Collected from Your Authorized TestDevices at any time, including when You or Your Authorized Developers sync to iTunes or automaticallyover a secure over-the-air connection. The information that would be Collected includes, but is not limitedto, general diagnostic and usage data, various unique device identifiers, details about hardware andoperating system specifications, performance statistics, and data about how You use Your Device,applications and peripherals, and, if Location Services is enabled for Diagnostics, the location of theDevice at least once per day, the location where a call ends, and the wireless/cellular network coverageand current radio conditions at a particular location. Further, You agree that Apple may share suchdiagnostic, technical, and usage logs and information with partners and third party developers forpurposes of allowing them to improve their products and services that operate on or in connection withApple-branded products.By installing or using pre-release versions of iOS on Your Authorized TestDevices, You acknowledge and agree that Apple and its subsidiaries and agents have Yourpermission to Collect all such information and use it as set forth above. If You do not agree to theforegoing, You may choose to turn off Diagnostics by going to Settings > General > About >Diagnostics & Usage on the Device. You can also choose to turn off Location Services for
Program Agreement Page 26
Diagnostics at any time. To do so, open Settings, tap Location Services, tap System Services andturn off the Diagnostics switch on the Device.
(b) Other Pre-Release Apple Software and services.In order to test and improve Apple’sproducts and services, and only if You choose to install or use other pre-release Apple Software orservices provided as part of the developer seeding process, You acknowledge that Apple and itssubsidiaries and agents may be Collecting diagnostic, technical, usage and related information from otherpre-release Apple Software and services. Apple will notify You about the Collection of such informationon the Program web portal, and You should carefully review the Release Notes and other informationdisclosed by Apple in such location prior to choosing whether or not to install or use any such pre-releaseApple Software or services.By installing or using such pre-release Apple Software and services,You acknowledge and agree that Apple and its subsidiaries and agents have Your permission toCollect any and all such information and use it as set forth above.
(c) Privacy Policy.Data collected pursuant to this Section 15.2 will be treated in accordancewith Apple’s Privacy Policy, which is incorporated by reference into this Agreement and which can beviewed athttp://www.apple.com/legal/privacy.
15.3 Assignment; Relationship of the Parties.This Agreement may not be assigned, nor mayany of Your obligations under this Agreement be delegated, in whole or in part, by You by operation oflaw, merger, or any other means without Apple’s express prior written consent and any attemptedassignment without such consent will be null and void. Except for the agency appointment as specificallyset forth in Schedule 1 (if applicable), this Agreement will not be construed as creating any other agencyrelationship, or a partnership, joint venture, fiduciary duty, or any other form of legal association betweenYou and Apple, and You will not represent to the contrary, whether expressly, by implication, appearanceor otherwise. This Agreement is not for the benefit of any third parties.
15.4 Independent Development.Nothing in this Agreement will impair Apple's right to develop,acquire, license, market, promote, or distribute products or technologies that perform the same or similarfunctions as, or otherwise compete with, Licensed Applications, Covered Products, or any other productsor technologies that You may develop, produce, market, or distribute.
15.5 Notices.Any notices relating to this Agreement shall be in writing. Notices will be deemedgiven by Apple when sent to You at the email address or mailing address You provided during the sign-upprocess. All notices to Apple relating to this Agreement will be deemed given (a) when deliveredpersonally, (b) three business days after having been sent by commercial overnight carrier with writtenproof of delivery, and (c) five business days after having been sent by first class or certified mail, postageprepaid, to this Apple address: iOS Developer Program Licensing, Apple Inc., Software Products Legal, 1Infinite Loop, MS 169-4I, Cupertino, California, 95014 U.S.A. You consent to receive notices by emailand agree that any such notices that Apple sends You electronically will satisfy any legal communicationrequirements. A party may change its email or mailing address by giving the other written notice asdescribed above.
15.6 Severability.If a court of competent jurisdiction finds any clause of this Agreement to beunenforceable for any reason, that clause of this Agreement shall be enforced to the maximum extentpermissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue infull force and effect. However, if applicable law prohibits or restricts You from fully and specificallycomplying with, or appointing Apple and Apple Subsidiaries as Your agent under, Schedule 1 or theSections of this Agreement entitled “Internal Use License and Restrictions”, "Your Obligations” or "DigitalSigning; Restrictions on Certificates", or prevents the enforceability of any of those Sections or Schedule1, this Agreement will immediately terminate and You must immediately discontinue any use of the AppleSoftware as described in the Section entitled “Term and Termination.”
15.7 Waiver and Construction.Failure by Apple to enforce any provision of this Agreement shallnot be deemed a waiver of future enforcement of that or any other provision. Any laws or regulations thatprovide that the language of a contract will be construed against the drafter will not apply to thisAgreement. Section headings are for convenience only and are not to be considered in construing orinterpreting this Agreement.
Program Agreement Page 27
15.8 Export Control.You may not use, export, re-export, import, sell or transfer the AppleSoftware except as authorized by United States law, the laws of the jurisdiction in which You obtained theApple Software, and any other applicable laws and regulations. In particular, but without limitation, theApple Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) toanyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Departmentof Commerce Denied Person’s List or Entity List. By using the Apple Software, You represent and warrantthat You are not located in any such country or on any such list. You also agree that You will not use theApple Software for any purposes prohibited by United States law, including, without limitation, thedevelopment, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.You certify that pre-release versions of the Apple Software will only be used for development and testingpurposes, and will not be rented, sold, leased, sublicensed, assigned, or otherwise transferred. Further,You certify that You will not transfer or export any product, process or service that is a direct product ofsuch pre-release Apple Software.
15.9 Government End-users.The Apple Software and Documentation are “Commercial Items”,as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and“Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer SoftwareDocumentation are being licensed to U.S. Government end-users (a) only as Commercial Items and (b)with only those rights as are granted to all other end-users pursuant to the terms and conditions herein.Unpublished-rights reserved under the copyright laws of the United States.
15.10 Dispute Resolution; Governing Law.Any litigation or other dispute resolution between Youand Apple arising out of or relating to this Agreement, the Apple Software, or Your relationship with Applewill take place in the Northern District of California, and You and Apple hereby consent to the personaljurisdiction of and exclusive venue in the state and federal courts within that District with respect any suchlitigation or dispute resolution. This Agreement will be governed by and construed in accordance with thelaws of the United States and the State of California, except that body of California law concerningconflicts of law. Notwithstanding the foregoing:
(a) If You are an agency, instrumentality or department of the federal government of the UnitedStates, then this Agreement shall be governed in accordance with the laws of the United States ofAmerica, and in the absence of applicable federal law, the laws of the State of California will apply.Further, and notwithstanding anything to the contrary in this Agreement (including but not limited toSection 11 (Indemnification)), all claims, demands, complaints and disputes will be subject to the ContractDisputes Act (41 U.S.C. §§601-613), the Tucker Act (28 U.S.C. § 1346(a) and § 1491), or the FederalTort Claims Act (28 U.S.C. §§ 1346(b), 2401-2402, 2671-2672, 2674-2680), as applicable, or otherapplicable governing authority. For the avoidance of doubt, if You are an agency, instrumentality, ordepartment of the federal, state or local government of the U.S. or a U.S. public and accreditededucational institution, then Your indemnification obligations are only applicable to the extent they wouldnot cause You to violate any applicable law (e.g., the Anti-Deficiency Act), and You have any legallyrequired authorization or authorizing statute.
(b) If You (as an entity entering into this Agreement) are a U.S. public and accredited educationalinstitution or an agency, instrumentality, or department of a state or local government within the UnitedStates, then (a) this Agreement will be governed and construed in accordance with the laws of the state(within the U.S.) in which Your entity is domiciled, except that body of state law concerning conflicts oflaw; and (b) any litigation or other dispute resolution between You and Apple arising out of or relating tothis Agreement, the Apple Software, or Your relationship with Apple will take place in federal court withinthe Northern District of California, and You and Apple hereby consent to the personal jurisdiction of andexclusive venue of such District unless such consent is expressly prohibited by the laws of the state inwhich Your entity is domiciled.
(c) If You are an international, intergovernmental organization that has been conferred immunityfrom the jurisdiction of national courts through Your intergovernmental charter or agreement, then anycontroversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be
Program Agreement Page 28
determined by arbitration administered by the International Centre for Dispute Resolution in accordancewith its International Arbitration Rules. The place of arbitration shall be London, England; the languageshall be English; and the number of arbitrators shall be three. Upon Apple’s request, You agree to provideevidence of Your status as an intergovernmental organization with such privileges and immunities.
This Agreement shall not be governed by the United Nations Convention on Contracts for theInternational Sale of Goods, the application of which is expressly excluded.
15.11 Entire Agreement; Governing Language.This Agreement constitutes the entire agreementbetween the parties with respect to the use of the Apple Software licensed hereunder and supersedes allprior understandings and agreements regarding its subject matter, including the iOS SDK Agreement(clickwrap) accompanying the iOS SDK. This Agreement may be modified only: (a) by a writtenamendment signed by both parties, or (b) to the extent expressly permitted by this Agreement (forexample, by Apple by written or email notice to You). Any translation of this Agreement is done for localrequirements and in the event of a dispute between the English and any non-English version, the Englishversion of this Agreement shall govern. If You are located in the province of Quebec, Canada or are agovernment organization within France, then the following clause applies to You: The parties herebyconfirm that they have requested that this Agreement and all related documents be drafted in English.Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.
Program Agreement Page 29
Attachment 1
(to the Agreement)
Additional Terms for Apple Push Notification service and Local Notifications
The following terms are in addition to the terms of the Agreement and apply to any use of the APN (ApplePush Notification service):
1. Use of the APN and Local Notifications
1.1 You may use the APN only in Your Applications, Your Passes, and/or in sending OS XWebsite Push Notifications to the OS X desktop of users of Your Site who have opted in to receiveNotifications through Safari on OS X. You, Your Application and/or Your Pass may access the APN onlyvia the APN API and only if You have been assigned a Push Application ID by Apple. Except for thelimited purpose of Section 6 below, You agree not to share Your Push Application ID with any third party.You understand that You will not be permitted to access or use the APN after expiration or termination ofYour Agreement.
1.2 You are permitted to use the APN and the APN APIs only for the purpose of sending PushNotifications to Your Application or Your Pass on an iOS Product, Apple Watch, and/or to the OS Xdesktop of users of Your Site who have opted in to receive Notifications through Safari on OS X asexpressly permitted by the Agreement (including but not limited to this Attachment 1), the APNDocumentation and all applicable laws and regulations (including all intellectual property laws). Youfurther agree that You must disclose to Apple any use of the APN as part of the submission process forYour Application.
1.3 You understand that before You send an end-user any Push Notifications through the APN,the end-user must consent to receive such Notifications. You agree not to disable, override or otherwiseinterfere with any Apple-implemented consent panels or any Apple system preferences for enabling ordisabling Notification functionality. If the end-user’s consent to receive Push Notifications is denied orlater withdrawn, You may not send the end-user Push Notifications.
2. Additional Requirements
2.1 You may not use the APN or Local Notifications for the purpose of sending unsolicitedmessages to end-users or for the purpose of phishing or spamming, including, but not limited to,engaging in any types of activities that violate anti-spamming laws and regulations, or that are otherwiseimproper, inappropriate or illegal. For example, You agree not to include links to phishing or othermalicious websites in Your OS X Website Push Notifications.
2.2 You may not use the APN or Local Notifications for the purposes of advertising, productpromotion, or direct marketing of any kind (e.g., up-selling, cross-selling, etc.), including, but not limitedto, sending any messages to promote the use of Your Application or advertise the availability of newfeatures or versions. Notwithstanding the foregoing, You may use the APN or Local Notifications forpromotional purposes in connection with Your Pass so long as such use is directly related to the Pass,e.g., a store coupon may be sent to Your Pass in Passbook.
2.3 You may not excessively use the overall network capacity or bandwidth of the APN, or undulyburden an iOS Product, Apple Watch, OS X or an end-user with excessive Push Notifications or LocalNotifications, as may be determined by Apple in its reasonable discretion. In addition, You agree not toharm or interfere with Apple’s networks or servers, or any third party servers or networks connected to theAPN, or otherwise disrupt other developers' use of the APN.
2.4 You may not use the APN or Local Notifications to send material that contains any obscene,pornographic, offensive or defamatory content or materials of any kind (text, graphics, images,photographs, sounds, etc.), or other content or materials that in Apple’s reasonable judgment may befound objectionable by the end-user of Your Application, Pass or Site.
2.5 You may not transmit, store or otherwise make available any material that contains viruses orany other computer code, files or programs that may harm, disrupt or limit the normal operation of the
Program Agreement Page 30
APN or an iOS Product, Apple Watch, or OS X, and You agree not to disable, spoof, hack or otherwiseinterfere with any security, digital signing, verification or authentication mechanisms that are incorporatedin or used by the APN, or enable others to do so.
3. Additional Terms for Website Push IDs
3.1 Subject to the terms of this Agreement, You understand and agree that OS X Website PushNotifications that You send using Your Website Push ID must be sent under Your own name, trademarkor brand (e.g., a user should know that the communication is coming from Your Site) and must include anicon, trademark, logo or other identifying mark for Your Site. You agree not to misrepresent orimpersonate another Site or entity or otherwise mislead users about the originator of the OS X WebsitePush Notification. To the extent that You reference a third party’s trademark or brand within Your OS XWebsite Push Notification, You represent and warrant that You have any necessary rights.
3.2 By enabling the APN and sending OS X Website Push Notifications for Your Site aspermitted in this Agreement, You hereby permit Apple to use (i) screen shots of Your OS X Website PushNotifications on OS X; and (ii) trademarks and logos associated with such Notifications, for promotionalpurposes in Apple’s marketing materials, excluding those portions which You do not have the right to usefor promotional purposes and which You identify in writing to Apple. You also permit Apple to use imagesand other materials that You may provide to Apple, at Apple’s reasonable request, for promotionalpurposes in marketing materials.
4. Delivery by the APN or via Local Notifications.You understand and agree that in order toprovide the APN and make Your Push Notifications available on iOS Products, Apple Watch, or OS X,Apple may transmit Your Push Notifications across various public networks, in various media, and modifyor change Your Push Notifications to comply with the technical and other requirements for connecting tonetworks or devices. You acknowledge and agree that the APN is not, and is not intended to be, aguaranteed or secure delivery service, and You shall not use or rely upon it as such. Further, as acondition to using the APN or delivering Local Notifications, You agree not to transmit sensitive personalor confidential information belonging to an individual (e.g., a social security number, financial account ortransactional information, or any information where the individual may have a reasonable expectation ofsecure transmission) as part of any such Notification, and You agree to comply with any applicable noticeor consent requirements with respect to any collection, transmission, maintenance, processing or use ofan end-user’s personal information.
5. Your Acknowledgements.You acknowledge and agree that:
5.1 Apple may at any time, and from time to time, with or without prior notice to You (a) modifythe APN, including changing or removing any feature or functionality, or (b) modify, deprecate, reissue orrepublish the APN APIs. You understand that any such modifications may require You to change orupdate Your Applications, Passes or Sites at Your own cost. Apple has no express or implied obligationto provide, or continue to provide, the APN and may suspend or discontinue all or any portion of the APNat any time. Apple shall not be liable for any losses, damages or costs of any kind incurred by You or anyother party arising out of or related to any such service suspension or discontinuation or any suchmodification of the APN or APN APIs.
5.2 The APN is not available in all languages or in all countries and Apple makes norepresentation that the APN is appropriate or available for use in any particular location. To the extentYou choose to access and use the APN, You do so at Your own initiative and are responsible forcompliance with any applicable laws, including but not limited to any local laws.
5.3 Apple provides the APN to You for Your use with Your Application, Pass, or Site, and doesnot provide the APN directly to any end-user. You acknowledge and agree that any Push Notificationsare sent by You, not Apple, to the end-user of Your Application, Pass or Site, and You are solely liableand responsible for any data or content transmitted therein and for any such use of the APN. Further,You acknowledge and agree that any Local Notifications are sent by You, not Apple, to the end-user ofYour Application, and You are solely liable and responsible for any data or content transmitted therein.
Program Agreement Page 31
5.4 Apple makes no guarantees to You in relation to the availability or uptime of the APN and isnot obligated to provide any maintenance, technical or other support for the APN.
5.5 Apple reserves the right to remove Your access to the APN, limit Your use of the APN, orrevoke Your Push Application ID at any time in its sole discretion.
5.6 Apple may monitor and collect information (including but not limited to technical anddiagnostic information) about Your usage of the APN to aid Apple in improving the APN and other Appleproducts or services and to verify Your compliance with this Agreement; provided however that Apple willnot access or disclose the content of any Push Notification unless Apple has a good faith belief that suchaccess or disclosure is reasonably necessary to: (a) comply with legal process or request; (b) enforce theterms of this Agreement, including investigation of any potential violation hereof; (c) detect, prevent orotherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Apple,its developers, customers or the public as required or permitted by law.
6. Third Party Service Providers.You are permitted to employ or retain a third party (“ServiceProvider”) to assist You in accessing and using the APN in Your Applications, Passes or Sites, including,but not limited to, engaging any such Service Provider to maintain and administer Your Applications’servers on Your behalf, provided any such Service Provider’s access to and use of the APN is only doneon Your behalf in providing such services to You for Your Application, Your Pass and/or Your Sites and inaccordance with these terms, and is subject to a binding written agreement between You and the ServiceProvider with terms at least as restrictive and protective of Apple as those set forth herein, including, butnot limited to, confidentiality for pre-release versions of the APN and indemnity obligations to Apple. Anyactions undertaken by any such Service Provider in relation to Your Push Notifications and/or arising outof this Agreement shall be deemed to have been taken by You, and You (in addition to the ServiceProvider) shall be responsible to Apple for all such actions (or any inactions), including but not limited toindemnifying Apple against any harm caused by the Service Provider acting on Your behalf. In the eventof any actions or inactions that would constitute a violation of this Agreement or otherwise cause anyharm, Apple reserves the right to require You to change Service Providers.
7. Additional Liability Disclaimer.APPLE SHALL NOT BE LIABLE FOR ANY DAMAGESOR LOSSES ARISING FROM ANY USE OF THE APN, INCLUDING ANY INTERRUPTIONS TO THEAPN OR ANY USE OF NOTIFICATIONS, INCLUDING, BUT NOT LIMITED TO, ANY POWEROUTAGES, SYSTEM FAILURES, NETWORK ATTACKS, SCHEDULED OR UNSCHEDULEDMAINTENANCE, OR OTHER INTERRUPTIONS.
Program Agreement Page 32
Attachment 2
(to the Agreement)
Additional Terms for Use of the In-App Purchase API
The following terms are in addition to the terms of the Agreement and apply to any use of the In-AppPurchase API in Your Application:
1. Use of the In-App Purchase API
1.1 You may use the In-App Purchase API only to enable end-users to access or receive content,functionality, or services that You make available for use within Your Application (e.g., digital books,additional game levels, access to a turn-by-turn map service). You may not use the In-App Purchase APIto offer goods or services to be used outside of Your Application.
1.2 You must submit to Apple for review and approval all content, functionality, or services thatYou plan to provide through the use of the In-App Purchase API in accordance with these terms and theprocesses set forth in Section 6 of the Agreement. For all submissions, You must provide the name, textdescription, price, unique identifier number, and other information that Apple reasonably requests(collectively, the “Submission Description”). Apple reserves the right to review the actual content,functionality or service that has been described in the Submission Descriptions at any time, including, butnot limited to, in the submission process and after approval of the Submission Description by Apple. IfYou would like to provide additional content, functionality or services through the In-App Purchase APIthat are not described in Your Submission Description, then You must first submit a new or updatedSubmission Description for review and approval by Apple prior to making such items available throughthe use of the In-App Purchase API. Apple reserves the right to withdraw its approval of content,functionality, or services previously approved, and You agree to stop making any such content,functionality, or services available for use within Your Application.
1.3 All content, functionality, and services offered through the In-App Purchase API are subject tothe Program Requirements for Applications, and after such content, services or functionality are added toa Licensed Application, they will be deemed part of the Licensed Application and will be subject to all thesame obligations and requirements. For clarity, Applications that provide keyboard extension functionalitymay not use the In-App Purchase API within the keyboard extension itself; however, they may continue touse the In-App Purchase API in separate areas of the Application.
2. Additional Restrictions
2.1 You may not use the In-App Purchase API to enable an end-user to set up a pre-paidaccount to be used for subsequent purchases of content, functionality, or services, or otherwise createbalances or credits that end-users can redeem or use to make purchases at a later time.
2.2 You may not enable end-users to purchase Currency of any kind through the In-AppPurchase API, including but not limited to any Currency for exchange, gifting, redemption, transfer,trading or use in purchasing or obtaining anything within or outside of Your Application. “Currency”means any form of currency, points, credits, resources, content or other items or units recognized by agroup of individuals or entities as representing a particular value and that can be transferred or circulatedas a medium of exchange.
2.3 Content and services may be offered through the In-App Purchase API on a subscriptionbasis (e.g., subscriptions to newspapers and magazines). Rentals of content, services or functionalitythrough the In-App Purchase API are not allowed (e.g., use of particular content may not be restricted toa pre-determined, limited period of time).
Notwithstanding the provisions of Section 3.3.9 of the Agreement, if Your Licensed Application is contentbased (e.g., magazines and newspapers) and offered on an auto-renewing subscription basis through theuse of the In-App Purchase API, You may collect certain user data (e.g., user name, email address, zipcode), provided that You clearly and conspicuously notify the user of Your privacy policy and that itsterms will govern the ways that You may use such information, and further provided that the user
Program Agreement Page 33
consents to Your collection and use prior to gathering such data. You agree to maintain, and strictlycomply with the terms of, Your privacy policy.
2.4 You may not use the In-App Purchase API to send any software updates to Your Applicationor otherwise add any additional executable code to Your Application. An In-App Purchase item musteither already exist in Your Application waiting to be unlocked, be streamed to Your Application after theIn-App Purchase API transaction has been completed, or be downloaded to Your Application solely asdata after such transaction has been completed.
2.5 You may not use the In-App Purchase API to deliver any items that contain content ormaterials of any kind (text, graphics, images, photographs, sounds, etc.) that in Apple’s reasonablejudgment may be found objectionable or inappropriate, for example, materials that may be consideredobscene, pornographic, or defamatory.
2.6 With the exception of items of content that an end-user consumes or uses up within YourApplication (e.g., virtual supplies such as construction materials) (a “Consumable”), any other content,functionality, services or subscriptions delivered through the use of the In-App Purchase API (e.g., asword for a game) (a “Non-Consumable”) must be made available to end-users in accordance with thesame usage rules as Licensed Applications (e.g., any such content, services or functionality must beavailable to all of the devices associated with an end-user’s account). You will be responsible foridentifying Consumable items to Apple and for disclosing to end-users that Consumables will not beavailable for use on other devices.
3. Your Responsibilities
3.1 For each successfully completed transaction made using the In-App Purchase API, Apple willprovide You with a transaction receipt. It is Your responsibility to verify the validity of such receipt prior tothe delivery of any content, functionality, or services to an end-user and Apple will not be liable for Yourfailure to verify that any such transaction receipt came from Apple.
3.2 Unless Apple provides You with user interface elements, You are responsible for developingthe user interface Your Application will display to end-users for orders made through the In-App PurchaseAPI. You agree not to misrepresent, falsely claim, mislead or engage in any unfair or deceptive acts orpractices regarding the promotion and sale of items through Your use of the In-App Purchase API,including, but not limited to, in the Licensed Application Information and any metadata that You submitthrough iTunes Connect. You agree to comply with all applicable laws and regulations, including those inany jurisdictions in which You make content, functionality, services or subscriptions available through theuse of the In-App Purchase API, including but not limited to consumer laws and export regulations.
3.3 Apple may provide hosting services for Non-Consumables that You would like to provide toYour end-users through the use of the In-App Purchase API. Even if Apple hosts such Non-Consumableson Your behalf, You are responsible for providing items ordered through the In-App Purchase API in atimely manner (i.e., promptly after Apple issues the transaction receipt, except in cases where You havedisclosed to Your end-user that the item will be made available at a later time) and for complying with allapplicable laws in connection therewith, including but not limited to, laws, rules and regulations related tocancellation or delivery of ordered items. You are responsible for maintaining Your own records for allsuch transactions.
3.4 You will not issue any refunds to end-users of Your Application, and You agree that Applemay issue refunds to end-users in accordance with the terms of Schedule 2.
4. Apple Services
4.1 From time to time, Apple may choose to offer additional services and functionality relating toIn-App Purchase API transactions. Apple makes no guarantees that the In-App Purchase API or anyrelated services will continue to be made available to You or that they will meet Your requirements, beuninterrupted, timely, secure or free from error, that any information that You obtain from the In-AppPurchase API or any related services will be accurate or reliable or that any defects will be corrected.
Program Agreement Page 34
4.2 You understand that You will not be permitted to access or use the In-App Purchase API afterexpiration or termination of Your Agreement.
5. Your Acknowledgements.You acknowledge and agree that:
5.1Apple may at any time, and from time to time, with or without prior notice to You (a) modifythe In-App Purchase API, including changing or removing any feature or functionality, or (b) modify,deprecate, reissue or republish the In-App Purchase API. You understand that any such modificationsmay require You to change or update Your Applications at Your own cost in order to continue to use theIn-App Purchase API. Apple has no express or implied obligation to provide, or continue to provide, theIn-App Purchase API or any services related thereto and may suspend or discontinue all or any portion ofthereof at any time. Apple shall not be liable for any losses, damages or costs of any kind incurred byYou or any other party arising out of or related to any suspension, discontinuation or modification of theIn-App Purchase API or any services related thereto.
5.2 Apple provides the In-App Purchase API to You for Your use with Your Application, and mayprovide services to You in connection therewith (e.g., hosting services for Non-Consumable items).Apple is not responsible for providing or unlocking any content, functionality, services or subscriptionsthat an end-user orders through Your use of the In-App Purchase API. You acknowledge and agree thatany such items are made available by You, not Apple, to the end-user of Your Application, and You aresolely liable and responsible for such items ordered through the use of the In-App Purchase API and forany such use of the In-App Purchase API in Your Application or for any use of services in connectiontherewith.
5.3 Apple makes no guarantees to You in relation to the availability or uptime of the In-AppPurchase API or any other services that Apple may provide to You in connection therewith, and Apple isnot obligated to provide any maintenance, technical or other support related thereto.
6. Third Party Service Providers.You are permitted to employ or retain a Service Provider toassist You in delivery of content, functionality, services or subscriptions through the In-App Purchase APIincluding, but not limited to, engaging any such Service Provider to maintain and administer YourApplications’ servers on Your behalf, provided any such Service Provider’s access to and use of the In-App Purchase API is only done on Your behalf in providing such services to You for Your Application andin accordance with these terms, and is subject to a binding written agreement between You and theService Provider with terms at least as restrictive and protective of Apple as those set forth herein,including, but not limited to, confidentiality for pre-release versions of the Apple Software and indemnityobligations to Apple. Any actions undertaken by any such Service Provider in relation to YourApplication, Your use of the In-App Purchase API, and/or arising out of this Agreement shall be deemedto have been taken by You, and You (in addition to the Service Provider) shall be responsible to Apple forall such actions (or any inactions), including but not limited to indemnifying Apple against any harmcaused by the Service Provider acting on Your behalf. In the event of any actions or inactions that wouldconstitute a violation of this Agreement or otherwise cause any harm, Apple reserves the right to requireYou to change Service Providers.
7. Use of Digital Certificates for In-App Purchase.When an end-user completes atransaction using the In-App Purchase API in Your Application, Apple will provide You with a transactionreceipt signed with an Apple-issued certificate. It is Your responsibility to verify that such certificate andreceipt were issued by Apple, as set forth in the Documentation. You are solely responsible for Yourdecision to rely on any such certificates and receipts. YOUR USE OF OR RELIANCE ON SUCHCERTIFICATES AND RECEIPTS IN CONNECTION WITH THE IN-APP PURCHASE API IS AT YOURSOLE RISK. APPLE MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED,AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY,RELIABILITY, SECURITY, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TOSUCH DIGITAL CERTIFICATES AND RECEIPTS. You agree that You will only use such receipts andcertificates in accordance with the Documentation, and that You will not interfere or tamper with thenormal operation of such digital certificates or receipts, including but not limited to any falsification orother misuse.
Program Agreement Page 35
8. Additional Liability Disclaimer.APPLE SHALL NOT BE LIABLE FOR ANY DAMAGES ORLOSSES ARISING FROM THE USE OF THE IN-APP PURCHASE API AND ANY RELATED SERVICES,INCLUDING, BUT NOT LIMITED TO, (I) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLYOR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATASUFFERED, OR OTHER INTANGIBLE LOSS, (II) ANY CHANGES WHICH APPLE MAY MAKE TO THEIN-APP PURCHASE API OR ANY SERVICES, OR FOR ANY PERMANENT OR TEMPORARYCESSATION IN THE PROVISION OF THE IN-APP PURCHASE API OR ANY SERVICES (OR ANYFEATURES WITHIN THE SERVICES) PROVIDED THEREWITH, OR (III) THE DELETION OF,CORRUPTION OF, OR FAILURE TO PROVIDE ANY DATA TRANSMITTED BY OR THROUGH YOURUSE OF THE IN-APP PURCHASE API OR SERVICES. It is Your responsibility to maintain appropriatealternate backup of all Your information and data, including but not limited to any Non-Consumables thatYou may provide to Apple for hosting services.
Program Agreement Page 36
Attachment 3
(to the Agreement)
Additional Terms for the Game Center
The following terms are in addition to the terms of the Agreement and apply to any use of the GameCenter service by You or Your Application; provided however that You may only use confidential, pre-release versions of the Game Center service for testing and development of Your Application and maynot use such pre-release service in Your Licensed Application or disclose it in any way until it is publiclyreleased by Apple.
1. Use of the Game Center service
1.1 You and Your Application may not connect to or use the Game Center service in any way notexpressly authorized by Apple. You agree to only use the Game Center service in accordance with thisAgreement (including this Attachment 3), the Game Center Documentation and in accordance with allapplicable laws. You understand that neither You nor Your Application will be permitted to access or usethe Game Center service after expiration or termination of Your Agreement.
1.2 Apple may provide You with a unique identifier which is associated with an end-user’s aliasas part of the Game Center service (the “Player ID”). You agree to not display the Player ID to the end-user or to any third party, and You agree to only use the Player ID for differentiation of end-users inconnection with Your use of the Game Center. You agree not to reverse look-up, trace, relate, associate,mine, harvest, or otherwise exploit the Player ID, aliases or other data or information provided by theGame Center service, except to the extent expressly permitted herein. For example, You will not attemptto determine the real identity of an end-user.
1.3 You will only use information provided by the Game Center service as necessary forproviding services and functionality for Your Applications as well as any Mac App Store applications thatYou have associated with Your developer account. For example, You will not host or export any suchinformation to a third party service. Further, You agree not to transfer or copy any user information ordata (whether individually or in the aggregate) obtained through the Game Center service to a third partyexcept as necessary for providing services and functionality for Your Applications (and Your Mac AppStore applications), and then only with express user consent and only if not otherwise prohibited in thisAgreement.
1.4 You will not attempt to gain (or enable others to gain) unauthorized use or access to theGame Center service (or any part thereof) in any way, including but not limited to obtaining informationfrom the Game Center service using any method not expressly permitted by Apple. For example, Youmay not use packet sniffers to intercept any communications protocols from systems or networksconnected to the Game Center, scrape any data or user information from the Game Center, or use anythird party software to collect information through the Game Center about players, game data, accounts,or service usage patterns.
2. Additional Restrictions
2.1 You agree not to harm or interfere with Apple’s networks or servers, or any third party serversor networks connected to the Game Center service, or otherwise disrupt other developers' or end-users’use of the Game Center. You agree that, except for testing and development purposes, You will notcreate false accounts through the use of the Game Center service or otherwise use the Game Centerservice to misrepresent information about You or Your Application in a way that would interfere with anend-users’ use of the Game Center service, e.g., creating inflated high scores through the use of cheatcodes or falsifying the number of user accounts for Your Application.
2.2 You will not institute, assist, or enable any disruptions of the Game Center, such as through adenial of service attack, through the use of an automated process or service such as a spider, script, orbot, or through exploiting any bug in the Game Center service or Apple Software. You agree not toprobe, test or scan for vulnerabilities in the Game Center service. You further agree not to disable, spoof,
Program Agreement Page 37
hack, undermine or otherwise interfere with any data protection, security, verification or authenticationmechanisms that are incorporated in or used by the Game Center service, or enable others to do so.
2.3 You will not transmit, store or otherwise make available any material that contains viruses orany other computer code, files or programs that may harm, disrupt or limit the normal operation of theGame Center or an iOS Product.
2.4 You agree not to use any portion of the Game Center service for sending any unsolicited,improper or inappropriate messages to end-users or for the purpose of poaching, phishing or spammingof Game Center users. You will not reroute (or attempt to reroute) users of the Game Center to anotherservice using any information You obtain through the use of the Game Center service.
2.5 You shall not charge any fees to end-users for access to the Game Center service or for anydata or information provided therein.
2.6 To the extent that Apple permits You to manage certain Game Center features andfunctionality for Your Application through iTunes Connect (e.g., the ability to block fraudulent users oreliminate suspicious leaderboard scores from Your Application’s leaderboard), You agree to use suchmethods only when You have a reasonable belief that such users or scores are the result of misleading,fraudulent, improper, unlawful or dishonest acts.
3. Your Acknowledgements.You acknowledge and agree that:
3.1 Apple may at any time, and from time to time, with or without prior notice to You (a) modifythe Game Center service, including changing or removing any feature or functionality, or (b) modify,deprecate, reissue or republish the Game Center APIs or related APIs. You understand that any suchmodifications may require You to change or update Your Applications at Your own cost. Apple has noexpress or implied obligation to provide, or continue to provide, the Game Center service and maysuspend or discontinue all or any portion of the Game Center service at any time. Apple shall not beliable for any losses, damages or costs of any kind incurred by You or any other party arising out of orrelated to any such service suspension or discontinuation or any such modification of the Game Centerservice or Game Center APIs.
3.2 As long as the Game Center service is a confidential, pre-release service, You will only allowit to be used for testing and development purposes by Your Authorized Developers and only for use onYour Authorized Test Devices, and You will not use any Game Center APIs in Your LicensedApplications. You agree to restrict access to such Authorized Test Devices in accordance with the termsof the Agreement.
3.3 Apple makes no guarantees to You in relation to the availability or uptime of the GameCenter service and is not obligated to provide any maintenance, technical or other support for suchservice.
3.4 Apple reserves the right to remove Your access to the Game Center service at any time in itssole discretion.
3.5 Apple may monitor and collect information (including but not limited to technical anddiagnostic information) about Your usage of the Game Center service to aid Apple in improving the GameCenter and other Apple products or services and to verify Your compliance with this Agreement.
4. Additional Liability Disclaimer.APPLE SHALL NOT BE LIABLE FOR ANY DAMAGES ORLOSSES ARISING FROM ANY INTERRUPTIONS TO THE GAME CENTER OR ANY SYSTEMFAILURES, NETWORK ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHERINTERRUPTIONS.
Program Agreement Page 38
Attachment 4
(to the Agreement)
Additional Terms for the use of iCloud
The following terms are in addition to the terms of the Agreement and apply to Your use of the iCloudservice for software development and testing in connection with Your Application, any Mac App Storeapplications that You have associated with Your developer account, or Multi-Platform Software. If Youreceive access to a beta trial for the end-user iCloud service, then Your usage as an end-user of the pre-release iCloud service will be subject to the terms accompanying such beta trial in addition to the terms ofthis Agreement. You may not use the pre-release iCloud Storage APIs, CloudKit APIs or iCloud service inYour Licensed Applications, Mac App Store applications or Multi-Platform Software until it is publiclyreleased by Apple.
1. Use of iCloud
1.1 Your Applications, Mac App Store applications, and/or Multi-Platform Software may accessthe iCloud service only if You have been assigned an Entitlement by Apple. You agree not to access theiCloud service, or any content, data or information contained therein, other than through the iCloudStorage APIs, CloudKit APIs or via the CloudKit dashboard provided as part of the Program. You agreenot to share Your Entitlement with any third party or use it for any purposes not expressly permitted byApple. You agree to use the iCloud service, the iCloud Storage APIs, and the CloudKit APIs only asexpressly permitted by this Agreement and the iCloud Documentation, and in accordance with allapplicable laws and regulations.
1.2 You understand that You will not be permitted to access or use the iCloud service forsoftware development or testing after expiration or termination of Your Agreement; however end-userswho have Your Applications, Mac App Store applications, or Multi-Platform Software installed and whohave a valid end-user account with Apple to use iCloud may continue to access their user-generateddocuments, private containers and files that You have chosen to store in such end-user’s account via theiCloud Storage APIs or the CloudKit APIs in accordance with the applicable iCloud terms and conditionsand these terms. You agree not to interfere with an end-user’s ability to access iCloud (or the end-user’sown user-generated documents, private containers and files) or to otherwise disrupt their use of iCloud inany way and at any time. With respect to data You store in public containers through the CloudKit APIs(whether generated by You or the end-user), Apple reserves the right to suspend access to or deletesuch data, in whole or in part, upon expiration or termination of Your Agreement, or as otherwisespecified by Apple in the CloudKit dashboard.
1.3 Your Application is permitted to use the iCloud Storage APIs only for the purpose of storageand retrieval of key value data (e.g., a list of stocks in a finance App, settings for an App) for YourApplications and Multi-Platform Software and for purposes of enabling Your end-users to access user-generated documents and files through the iCloud service. Your Application or Mac App Store applicationis permitted to use the CloudKit APIs for storing, retrieving, and querying of structured data that Youchoose to store in public or private containers in accordance with the iCloud Documentation. You agreenot to knowingly store any content or materials via the iCloud Storage APIs or CloudKit APIs that wouldcause Your Application to violate any of the iCloud terms and conditions or the Program Requirements forYour Applications (e.g., Your Application may not store illegal or infringing materials).
1.4 You may allow a user to access their user-generated documents and files from iCloudthrough the use of Your Applications as well as from Multi-Platform Software. However, You may notshare key value data from Your Application with other Applications or Multi-Platform Software, unless Youare sharing such data among different versions of the same title (e.g., the iPhone version of anApplication can share key value data with an iPad or Mac App Store version of the same titledApplication), or You have user consent.
1.5 You are responsible for any content and materials that You store in iCloud through the use ofthe CloudKit APIs and iCloud Storage APIs and must take reasonable and appropriate steps to protectinformation You store through the iCloud service. With respect to third party claims related to content andmaterials stored by Your end-users in Your Applications through the use of the iCloud Storage APIs or
Program Agreement Page 39
CloudKit APIs (e.g., user-generated documents, end-user posts in public containers), You agree to beresponsible for properly handling and promptly processing any such claims, including but not limited toYour compliance with notices sent pursuant to the Digital Millennium Copyright Act (DMCA).
1.6 Unless otherwise expressly permitted by Apple in writing, You will not use iCloud, the iCloudStorage APIs, CloudKit APIs, or any component or function thereof, to create, receive, maintain ortransmit any sensitive, individually-identifiable health information, including “protected healthinformation” (as such term is defined at 45 C.F.R § 160.103), or use iCloud in any manner that wouldmake Apple (or any Apple Subsidiary) Your or any third party’s “business associate” as such term isdefined at 45 C.F.R. § 160.103. You agree to be solely responsible for complying with any reportingrequirements under law or contract arising from Your breach of this Section.
2. Additional Requirements
2.1 You understand there are storage capacity, transmission, and transactional limits for theiCloud service, both for You as a developer and for Your end-users. If You reach or Your end-userreaches such limits, then You or Your end-user may be unable to use the iCloud service until You or Yourend-user have removed enough data from the service to meet the capacity limits, increased storagecapacity or otherwise modified Your usage of iCloud, and You or Your end-user may be unable to accessor retrieve data from iCloud during this time.
2.2 You may not charge any fees to users for access to or use of the iCloud service through YourApplications, Mac App Store applications or Multi-Platform Software, and You agree not to sell access tothe iCloud service in any other way, including but not limited to reselling any part of the service. You willonly use the iCloud service in Your Application, Mac App Store application, or Multi-Platform Software toprovide storage for an end-user who has a valid end-user iCloud account with Apple and only for use inaccordance with the terms of such user account, except that You may use the CloudKit APIs to store ofdata in public containers for access by end-users regardless of whether such users have iCloudaccounts. You will not induce any end-user to violate the terms of their applicable iCloud serviceagreement with Apple or to violate any Apple usage policies for data or information stored in the iCloudservice.
2.3 You may not excessively use the overall network capacity or bandwidth of the iCloud serviceor otherwise burden such service with unreasonable data loads or queries. You agree not to harm orinterfere with Apple’s networks or servers, or any third party servers or networks connected to the iCloud,or otherwise disrupt other developers' or users’ use of the iCloud service.
2.4 You will not disable or interfere with any warnings, iOS system settings, notices, ornotifications that are presented to an end-user of the iCloud service by Apple.
3. Your Acknowledgements
You acknowledge and agree that:
3.1 Apple may at any time, with or without prior notice to You (a) modify the iCloud Storage APIsor the CloudKit APIs, including changing or removing any feature or functionality, or (b) modify,deprecate, reissue or republish such APIs. You understand that any such modifications may require Youto change or update Your Applications, Mac App Store applications or Multi-Platform Software at Yourown cost. Apple has no express or implied obligation to provide, or continue to provide, the iCloud serviceand may suspend or discontinue all or any portion of the iCloud service at any time. Apple shall not beliable for any losses, damages or costs of any kind incurred by You or any other party arising out of orrelated to any such service suspension or discontinuation or any such modification of the iCloud service,iCloud Storage APIs or the CloudKit APIs.
3.2 The iCloud service is not available in all languages or in all countries and Apple makes norepresentation that the iCloud service is appropriate or available for use in any particular location. To theextent You choose to provide access to the iCloud service in Your Applications, Mac App Storeapplications, or Multi-Platform Software through the iCloud Storage APIs or CloudKit APIs (e.g., to store
Program Agreement Page 40
data in a public or private container), You do so at Your own initiative and are responsible for compliancewith any applicable laws or regulations.
3.3 Apple makes no guarantees to You in relation to the availability or uptime of the iCloudservice and is not obligated to provide any maintenance, technical or other support for the iCloud service.Apple is not responsible for any expenditures, investments, or commitments made by You in connectionwith the iCloud service, or for any use of or access to the iCloud service.
3.4 Apple reserves the right to suspend or revoke Your access to the iCloud service or imposelimits on Your use of the iCloud service at any time in Apple’s sole discretion. In addition, Apple mayimpose or adjust the limit of transactions Your Applications, Mac App Store applications, or Multi-PlatformSoftware may send or receive through the iCloud service or the resources or capacity that they may useat any time in Apple’s sole discretion.
3.5 Apple may monitor and collect information (including but not limited to technical anddiagnostic information) about usage of the iCloud service through the iCloud Storage APIs, CloudKitAPIs, or CloudKit dashboard, in order to aid Apple in improving the iCloud service and other Appleproducts or services; provided however that Apple will not access or disclose any end-user data stored ina private container through CloudKit, any Application data stored in a public container through CloudKit,or any user-generated documents, files or key value data stored using the iCloud Storage APIs andiCloud service, unless Apple has a good faith belief that such access, use, preservation or disclosure isreasonably necessary to comply with a legal or regulatory process or request, or unless otherwiserequested by an end-user with respect to data stored via the iCloud Storage APIs in that end-user’siCloud account or in that end-user’s private container via the CloudKit APIs.
3.6 Further, to the extent that You store any end-user personal information in the iCloud servicethrough the use of the iCloud Storage APIs or CloudKit APIs, You agree that Apple (and any applicableApple Subsidiary) will act as Your agent for the processing, storage and handling of any such personalinformation. You remain responsible at all times for such personal information; however, Apple willprotect such data with the security features outlined in our Privacy Policy, including abiding by SafeHarbor Programs.
4. Additional Liability Disclaimer.NEITHER APPLE NOR ITS SERVICE PROVIDERS SHALLBE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE, MISUSE, RELIANCE ON,INABILITY TO USE, INTERRUPTION, SUSPENSION OR TERMINATION OF iCLOUD, iCLOUDSTORAGE APIS, OR CLOUDKIT APIS, OR FOR ANY UNAUTHORIZED ACCESS TO, ALTERATIONOF, OR DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATAOR ANY END-USER DATA OR ANY CLAIMS ARISING FROM ANY USE OF THE FOREGOING BYYOUR END-USERS, INCLUDING ANY CLAIMS REGARDING DATA PROCESSING ORINAPPROPRIATE OR UNAUTHORIZED DATA STORAGE OR HANDLING BY YOU IN VIOLATION OFTHIS AGREEMENT.
Program Agreement Page 41
Attachment 5
(to the Agreement)Additional Terms for Passes
The following terms are in addition to the terms of the Agreement and apply to Your development anddistribution of Passes:
1. Pass Type ID Usage and Restrictions
You may use the Pass Type ID only for purposes of digitally signing Your Pass for use with Passbookand/or for purposes of using the APN service with Your Pass. You may distribute Your Pass Type ID asincorporated into Your Pass in accordance with Section 2 below only so long as such distribution is underYour own trademark or brand. To the extent that You reference a third party’s trademark or brand withinYour Pass (e.g., a store coupon for a particular good), You represent and warrant that You have anynecessary rights. You agree not to share, provide or transfer Your Pass Type ID to any third party (exceptfor the limited purpose set forth in Attachment 1, Section 5), nor use Your Pass Type ID to sign a thirdparty's pass.
2. Pass Distribution; Marketing Permissions
2.1 Subject to the terms of this Agreement, You may distribute Your Passes to end-users by theweb, email, or an Application. You understand that Passes must be accepted by such users before theywill be loaded into Passbook and that Passes can be removed or transferred by such users at any time.
2.2 By distributing Your Passes in this manner, You represent and warrant to Apple that YourPasses comply with the Documentation and Program Requirements then in effect and the terms of thisAttachment 5. Apple shall not be responsible for any costs, expenses, damages, losses (includingwithout limitation lost business opportunities or lost profits) or other liabilities You may incur as a result ofdistributing Your Passes in this manner.
2.3 You agree to state on the Pass Your name and address, and the contact information(telephone number; email address) to which any end-user questions, complaints, or claims with respect toYour Pass should be directed. You will be responsible for attaching or otherwise including, at Yourdiscretion, any relevant end-user usage terms with Your Pass. Apple will not be responsible for anyviolations of Your end-user usage terms. You will be solely responsible for all user assistance, warrantyand support of Your Pass. You may not charge any fees to end-users in order to use Passbook to accessYour Pass.
2.4 By distributing Your Passes as permitted in this Agreement, You hereby permit Apple to use(i) screen shots of Your Pass; (ii) trademarks and logos associated with Your Pass; and (iii) PassInformation, for promotional purposes in marketing materials and gift cards, excluding those portionswhich You do not have the right to use for promotional purposes and which You identify in writing toApple. You also permit Apple to use images and other materials that You may provide to Apple, atApple’s reasonable request, for promotional purposes in marketing materials and gift cards.
3. Additional Pass Requirements
3.1 Apple may provide You with templates to use in creating Your Passes, and You agree tochoose the relevant template for Your applicable use (e.g., You will not use the boarding pass templatefor a movie ticket).
3.2 Passes may only operate and be displayed in Passbook, which is Apple's designatedcontainer area for the Pass, through Passbook on the lock screen of an iOS Product, or on Apple Watchin accordance with the Documentation.
3.3.Notwithstanding anything else in Section 3.3.9 of the Agreement, with prior user consent, Youand Your Pass may share user and/or or device data with Your Application so long as such sharing is forthe purpose of providing a service or function that is directly relevant to the use of the Pass and/orApplication, or to serve advertising in accordance with Sections 3.3.12 and 3.3.13 of the Agreement.
Program Agreement Page 42
4. Apple’s Right to Review Your Pass; Revocation.You understand and agree that Applereserves the right to review and approve or reject any Pass that You would like to distribute for use byYour end-users, or that is already in use by Your end-users, at any time during the Term of thisAgreement. If requested by Apple, You agree to promptly provide such Pass to Apple. You agree not toattempt to hide, misrepresent, mislead, or obscure any features, content, services or functionality in YourPass from Apple's review or otherwise hinder Apple from being able to fully review such Pass, and, Youagree to cooperate with Apple and answer questions and provide information and materials reasonablyrequested by Apple regarding such Pass. If You make any changes to Your Pass after submission toApple, You agree to notify Apple and, if requested by Apple, resubmit Your Pass prior to any distributionof the modified Pass to Your end-users. Apple reserves the right to revoke Your Pass Type ID and rejectYour Pass for distribution to Your end-users for any reason and at any time in its sole discretion, even ifYour Pass meets the Documentation and Program Requirements and terms of this Attachment 5; and, inthat event, You agree that You may not distribute such Pass to Your end-users.
5. Additional Liability Disclaimer.APPLE SHALL NOT BE LIABLE FOR ANY DAMAGES ORLOSSES ARISING FROM ANY USE, DISTRIBUTION, MISUSE, RELIANCE ON, INABILITY TO USE,INTERRUPTION, SUSPENSION, OR TERMINATION OF PASSBOOK, YOUR PASS TYPE ID, YOURPASSES, OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING BUT NOTLIMITED TO ANY LOSS OR FAILURE TO DISPLAY YOUR PASS IN PASSBOOK OR ANY END-USERCLAIMS ARISING FROM ANY USE OF THE FOREGOING BY YOUR END-USERS.
Program Agreement Page 43
Attachment 6
(to the Agreement)
Additional Terms for the use of the Apple Maps Service
The following terms are in addition to the terms of the Agreement and apply to any use of the Apple MapsService in Your Application.
1. Use of the Maps Service
1.1 Your Application may access the Apple Maps Service only via the Map Kit API. You agree
not to access the Apple Maps Service or the Map Data other than through the Map Kit API.
1.2 You will use the Apple Maps Service and Map Data only as necessary for providing servicesand functionality for Your Application. You agree to use the Apple Maps Service and Map Kit API only asexpressly permitted by this Agreement (including but not limited to this Attachment 6) and the Map KitDocumentation, and in accordance with all applicable laws and regulations.
1.3 You acknowledge and agree that results You receive from the Apple Maps Service may varyfrom actual conditions due to variable factors that can affect the accuracy of the Map Data, such asweather, road and traffic conditions, and geopolitical events.
2. Additional Restrictions
2.1 Your Application must not remove, obscure or alter Apple’s or its licensors’ copyright notices,trademarks, or any other proprietary rights or legal notices, documents or hyperlinks that may appear inor be provided through the Apple Maps Service.
2.2 You will not use the Apple Maps Service in any manner that enables or permits bulkdownloads or feeds of the Map Data, or any portion thereof, or that in any way attempts to extract, scrapeor reutilize any portions of the Map Data. For example, neither You nor Your Application may use ormake available the Map Data, or any portion thereof, as part of any secondary or derived database.
2.3 You will not copy, modify, translate, create a derivative work of, publish or publicly display theMap Data in any way other than as permitted herein,and You agree not to create or attempt to create asubstitute or similar service through use of or access to the Apple Maps Service.
2.4 You will not use the Map Data provided by Apple without using it with a corresponding Applemap.
2.5 Unless otherwise expressly permitted in the Map Kit Documentation, Map Data may not becached, pre-fetched, or stored by You or Your Application, other than on a temporary and limited basissolely to improve the performance of the Apple Maps Service with Your Application.
2.6 You may not charge any fees to end-users solely for access to or use of the Apple MapsService through Your Application, and You agree not to sell access to the Apple Maps Service in anyother way.
2.7 You acknowledge and agree that Apple may impose restrictions on Your usage of the AppleMaps Service (e.g., limiting the number of transactions Your Application can make through the Map KitAPI) or may revoke or remove Your access to the Apple Maps Service (or any part thereof) at any time inits sole discretion.
3. Your Acknowledgements.You acknowledge and agree that:
3.1 Apple may at any time, with or without prior notice to You (a) modify the Apple Maps Serviceand/or the Map Kit API, including changing or removing any feature or functionality, or (b) modify,deprecate, reissue or republish the Map Kit API. You understand that any such modifications may requireYou to change or update Your Applications at Your own cost. Apple has no express or implied obligationto provide, or continue to provide, the Apple Maps Service and may suspend or discontinue all or any
Program Agreement Page 44
portion of the Apple Maps Service at any time. Apple shall not be liable for any losses, damages or costsof any kind incurred by You or any other party arising out of or related to any such service suspension ordiscontinuation or any such modification of the Apple Maps Service or Map Kit API.
3.2 The Apple Maps Service may not be available in all countries or languages, and Apple makesno representation that the Apple Maps Service is appropriate or available for use in any particularlocation. To the extent You choose to provide access to the Apple Maps Service in Your Applications orthrough the Map Kit API, You do so at Your own initiative and are responsible for compliance with anyapplicable laws.
3.3 If the Apple Maps Service is provided to You as a confidential, pre-release service, You willonly allow it to be used for testing and development purposes by Your Authorized Developers and only foruse on Your Authorized Test Devices, and You will not use the pre-release version of the Apple MapsService in Your Licensed Applications. You agree to restrict access to such Authorized Test Devices inaccordance with the terms of the Agreement.
4. Additional Liability Disclaimer.NEITHER APPLE NOR ITS LICENSORS OR SERVICEPROVIDERS SHALL BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE,MISUSE, RELIANCE ON, INABILITY TO USE, INTERRUPTION, SUSPENSION OR TERMINATION OFTHE APPLE MAPS SERVICE, INCLUDING ANY INTERRUPTIONS DUE TO SYSTEM FAILURES,NETWORK ATTACKS, OR SCHEDULED OR UNSCHEDULED MAINTENANCE.
Program Agreement Page 45
Schedule 1
1. Appointment of Agent
1.1 You hereby appoint Apple and Apple Subsidiaries (collectively “Apple”) as: (i) Your agent forthe marketing and delivery of the Licensed Applications to end-users located in those countries listed onExhibit A, Section 1 to this Schedule 1, subject to change; and (ii) Your commissionaire for the marketingand delivery of the Licensed Applications to end-users located in those countries listed on Exhibit A,Section 2 to this Schedule 1, subject to change, during the Delivery Period. The most current list of AppStore countries among which you may select shall be set forth in the iTunes Connect site and may beupdated by Apple from time to time. You hereby acknowledge that Apple will market and make theLicensed Applications available for download by end-users, through one or more App Stores, but for Youand on Your behalf. For purposes of this Schedule 1, the following terms apply:
(a) "Licensed Application" includes any additional permitted functionality, content or services provided byYou from within a Licensed Application;
(b) “You” shall include iTunes Connect users authorized by You to submit Licensed Applications andassociated metadata on Your behalf; and
(c) “end-user” includes individual purchasers as well as eligible users associated with their account viaFamily Sharing. For institutional customers, “end-user” shall mean the individual authorized to use theLicensed Application as well as authorized institutional customers approved by Apple, such aseducational institutions, which may acquire the Licensed Applications for use by their end-users. Themost current list of App Store countries among which you may select shall be set forth in the iTunesConnect site and may be updated from time to time.
1.2 In furtherance of Apple’s appointment under Section 1.1 of this Schedule 1, You herebyauthorize and instruct Apple to:
(a) solicit and obtain orders on Your behalf for Licensed Applications from end-users located inthe countries You designate under Section 2.1 hereof;
(b) provide hosting services to You subject to the terms of the Agreement, in order to allow forthe storage of, and end-user access to, the Licensed Applications and to enable third party hosting ofsuch Licensed Applications solely as otherwise licensed or authorized by Apple;
(c) make copies of, format, and otherwise prepare Licensed Applications for acquisition anddownload by end-users, including adding the Security Solution;
(d) allow end-users to access and re-access copies of the Licensed Applications, so that end-users may acquire from You and electronically download those Licensed Applications, LicensedApplication Information, and associated metadata through one or more App Stores, and You herebyauthorize distribution of Your Licensed Applications under this Schedule 1 to end-users with accountsassociated with another end-user’s via Family Sharing. You also hereby authorize distribution of YourLicensed Applications under this Schedule 1 for use by multiple end users under a single Apple ID whenthe Licensed Application is provided to such end-users through Apple Configurator in accordance with theApple Configurator software license agreement or requested by a single institutional customer via theVolume Purchase Program for use by its end-users in accordance with the Volume Purchase Programterms, conditions, and program requirements;
(e) 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 ApplicationInformation, for promotional purposes in marketing materials and gift cards, excluding those portions ofthe Licensed Applications, trademarks or logos, or Licensed Application Information which You do nothave the right to use for promotional purposes, and which You identify in writing at the time that theLicensed Applications are delivered by You to Apple under Section 2.1 of this Schedule 1, and use
Program Agreement Page 46
images and other materials that You may provide to Apple, at Apple’s reasonable request, for promotionalpurposes in marketing materials and gift cards;
(f) otherwise use Licensed Applications, Licensed Application Information and associatedmetadata as may be reasonably necessary in the delivery of the Licensed Applications in accordancewith this Schedule 1. You agree that no royalty or other compensation is payable for the rights describedabove in Section 1.2 of this Schedule 1; and
(g) facilitate distribution of pre-release versions of Your Licensed Applications (“Beta Testing”) toend-users designated by You in accordance with the Agreement and other program requirements asupdated from time to time in the iTunes Connect tool. For the purposes of such Beta Testing, You herebywaive any right to collect any purchase price, proceeds or other remuneration for the distribution anddownload of such pre-release versions of Your Licensed Application. You further agree that You shallremain responsible for the payment of any royalties or other payments to third parties relating to thedistribution and user of Your pre-release Licensed Applications, as well as compliance with any and alllaws for territories in which such Beta Testing takes place. For the sake of clarity, no commission shall beowed to Apple with respect to such distribution.
1.3 The parties acknowledge and agree that their relationship under this Schedule 1 is, and shallbe, that of principal and agent, or principal and commissionaire, as the case may be, as described inExhibit A, Section 1 and Exhibit A, Section 2 respectively, and that You, as principal, are, and shall be,solely responsible for any and all claims and liabilities involving or relating to, the Licensed Applications,as provided in this Schedule 1. The parties acknowledge and agree that Your appointment of Apple as itsagent or commissionaire, as the case may be, under this Schedule 1 is non-exclusive.
1.4 For purposes of this Schedule 1, the “Delivery Period” shall mean the period beginning on theEffective Date of the Agreement, and expiring on the last day of the Agreement or any renewal thereof;provided, however, that Apple’s appointment as Your agent shall survive expiration of the Agreement fora reasonable phase-out period not to exceed thirty (30) days and further provided that, solely with respectto Your end-users, subsections 1.2(b), (c), and (d) of this Schedule 1 shall survive termination orexpiration of the Agreement unless You indicate otherwise pursuant to sections 4.1 and 6.2 of thisSchedule 1.
1.5 All of the Licensed Applications delivered by You to Apple under Section 2.1 of this Schedule 1shall be made available by Apple for download by end-users at no charge. Apple shall have no duty tocollect any fees for the Licensed Applications for any end-user and shall have no payment obligation toYou with respect to any of those Licensed Applications under this Schedule 1. In the event that Youintend to charge end-users a fee for any Licensed Application or In-App Purchase, You must enter (orhave previously entered) into a separate agreement (Schedule 2) with Apple with respect to that LicensedApplication.
2. Delivery of the Licensed Applications to Apple
2.1 You will deliver to Apple, at Your sole expense, using the iTunes Connect site or othermechanism provided by Apple, the Licensed Applications, Licensed Application Information andassociated metadata, in a format and manner prescribed by Apple, as required for the delivery of theLicensed Applications to end-users in accordance with this Schedule 1. Metadata You deliver to Appleunder this Schedule 1 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 LicensedApplications; (iii) any copyright or other intellectual property rights notices; (iv) Your privacy policy, if any;and (v) Your end-user license agreement (“EULA”), if any, in accordance with Section 3.2 of thisSchedule 1.
2.2 All Licensed Applications will be delivered by You to Apple using software tools, a secureFTP 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 thisSchedule 1 are authorized for export from the United States to each of the countries designated by You
Program Agreement Page 47
under Section 2.1 hereof, in accordance with the requirements of all applicable laws, including but notlimited to the United States Export Administration Regulations, 15 C.F.R. Parts 730-774 and theInternational Traffic in Arms Regulations 22 C.F.R. Parts 120-130. Without limiting the generality of thisSection 2.3, You certify that (i) none of the Licensed Applications contains, uses or supports any dataencryption or cryptographic functions; or (ii) in the event that any Licensed Application contains, uses orsupports any such data encryption or cryptographic functionality, You certify that You have complied withthe 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 classificationruling (CCATS) issued by the United States Commerce Department, Bureau of Industry and Security andPDF copies of appropriate authorizations from other countries that mandate import authorizations for thatLicensed Application, as required. You acknowledge that Apple is relying upon Your certification in thisSection 2.3 in allowing end-users to access and download the Licensed Applications under this Schedule1. Except as provided in this Section 2.3, Apple will be responsible for compliance with the requirementsof the Export Administration Regulations in allowing end-users to access and download the LicensedApplications under this Schedule 1.
3. Ownership and End-User Licensing and Delivery of the Licensed Applications to EndUsers
3.1 You acknowledge and agree that Apple, in the course of acting as agent for You, is hosting,or pursuant to Section 1.2(b) of this Schedule 1 may enable authorized third parties to host, the LicensedApplication(s), and is allowing the download of those Licensed Application(s) by end-users, on Yourbehalf. However, You are responsible for hosting and delivering content or services sold or delivered byYou using the In-App Purchase API, except for content that is included within the Licensed Applicationitself (i.e., the In-App Purchase simply unlocks the content) or content hosted by Apple pursuant toSection 3.3 of Attachment 2 of the Agreement. The parties acknowledge and agree that Apple shall notacquire any ownership interest in or to any of the Licensed Applications or Licensed ApplicationsInformation, and title, risk of loss, responsibility for, and control over the Licensed Applications shall, at alltimes, remain with You. Apple may not use any of the Licensed Applications or Licensed ApplicationInformation for any purpose, or in any manner, except as specifically authorized in the Agreement or thisSchedule 1.
3.2 You may deliver to Apple Your own EULA for any Licensed Application at the time that Youdeliver that Licensed Application to Apple, in accordance with Section 2.1 of this Schedule 1; provided,however, that Your EULA must include and may not be inconsistent with the minimum terms andconditions specified on Exhibit B to this Schedule 1 and must comply with all applicable laws in allcountries where You wish Apple to allow end-users to download that Licensed Application. Apple shallenable each end-user to review Your EULA (if any) at the time that Apple delivers that LicensedApplication to that end-user, and Apple shall notify each end-user that the end-user’s use of that LicensedApplication is subject to the terms and conditions of Your EULA (if any). In the event that You do notfurnish Your own EULA for any Licensed Application to Apple, You acknowledge and agree that eachend-user’s use of that Licensed Application shall be subject to Apple’s standard EULA (which is part ofthe App Store Terms of Service).
3.3 You hereby acknowledge that the EULA for each of the Licensed Applications is solelybetween 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 anyof the terms and conditions of any EULA.
3.4 A Licensed Application may read or play content (magazines, newspapers, books, audio,music, video) that is offered outside of the Licensed Application (such as, by way of example, throughYour website) provided that You do not link to or market external offers for such content within theLicensed Application. You are responsible for authentication access to content acquired outside of theLicensed Application.
3.5 You may offer in-app subscriptions for free in select territories using the In-App Purchase APIsubject to the terms of this Schedule 1, provided that the Licensed Application is Newsstand-enabledpursuant to section 3.7 below and You clearly and conspicuously disclose to users the following
Program Agreement Page 48
information regarding Your in-app subscription:
•••
Title of publication or service
Subscription may be discontinued at any time by removing app from deviceLinks to Your Privacy Policy and Terms of Use
3.6
3.7 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’saccount when they request an auto-renewing subscription via the In-App Purchase API, provided thatsuch user consents to the provision of data to You, and further provided that You may only use such datato promote Your own products and do so in strict compliance with Your publicly posted Privacy Policy, acopy of which must be readily viewed and is consented to in Your Licensed Application.
3.8 Licensed Applications offering subscription services under this Schedule 1 must be includedin Apple’s Newsstand program provided that, in addition to the requirements set forth in paragraphs 3.5,
To the extent you promote and offer in-app subscriptions, You must do so in compliance withall legal and regulatory requirements.
3.6 and
•••
••
3.7, You:
Enable the Licensed Application as a Newsstand app in the iTunes Connect tool
Authorize Apple to select “Newsstand” as the Licensed Application’s secondary category
Utilize the In-App Purchase API, include any additional code, and comply with any otherrequirements as identified and updated from time to time in Newsstand-related documentationfound in the iOS developer library and the iTunes Connect Developer Guide
Provide updated cover art with each new issue
Confirm that the content of the Licensed Application is a periodical (e.g., newspaper or magazine)
You acknowledge and agree that Apple reserves the right to recategorize or reject your LicensedApplication if it is not appropriate for Newsstand.
4. Content Restrictions and Software Rating
4.1 You represent and warrant that: (a) You have the right to enter into this Agreement, toreproduce and distribute each of the Licensed Applications, and to authorize Apple to permit end-users todownload and use each of the Licensed Applications through one or more App Stores; (b) none of theLicensed Applications, or Apple’s or end-users’ permitted uses of those Licensed Applications, violate orinfringe any patent, copyright, trademark, trade secret or other intellectual property or contractual rights ofany other person, firm, corporation or other entity and that You are not submitting the LicensedApplications to Apple on behalf of one or more third parties; (c) each of the Licensed Applications isauthorized for distribution, sale and use in, export to, and import into each of the countries designated byYou under Section 2.1 of this Schedule 1, in accordance with the laws and regulations of those countriesand 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 thecountries You designate under Section 2.1 of this Schedule 1; (e) all information You provide using theiTunes 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 iTunesConnect tool; and (f) in the event a dispute arises over the content of Your Licensed Applications or useof Your intellectual property on the App Store, You agree to follow Apple’s app dispute process on a non-exclusive basis and without any party waiving its legal rights.
4.2 You shall use the software rating tool set forth on iTunes Connect to supply informationregarding each of the Licensed Applications delivered by You for marketing and fulfillment by Applethrough the App Store under this Schedule 1 in order to assign a rating to each such LicensedApplication. For purposes of assigning a rating to each of the Licensed Applications, You shall use Yourbest efforts to provide correct and complete information about the content of that Licensed Applicationwith the software rating tool. You acknowledge and agree that Apple is relying on: (i) Your good faithand diligence in accurately and completely providing the requested information for each Licensed
Program Agreement Page 49
Application; and (ii) Your representations and warranties in Section 4.1 hereof, in making that LicensedApplication available for download by end-users in each of the countries You designate hereunder.Furthermore, You authorize Apple to correct the rating of any Licensed Application of Yours that has beenassigned an incorrect rating; and You agree to any such corrected rating.
4.3 In the event that any country You designate hereunder requires the approval of, or rating of,any Licensed Application by any government or industry regulatory agency as a condition for thedistribution and/or use of that Licensed Application, You acknowledge and agree that Apple may elect notto make that Licensed Application available for download by end-users in that country from any AppStore.
5. Responsibility and Liability
5.1 Apple shall have no responsibility for the installation and/or use of any of the LicensedApplications by any end-user. You shall be solely responsible for any and all product warranties, end-user assistance and product support with respect to each of the Licensed Applications.
5.2 You shall be solely responsible for, and Apple shall have no responsibility or liabilitywhatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expensesarising from, or attributable to, the Licensed Applications and/or the use of those Licensed Applications byany end-user, including, but not limited to: (i) claims of breach of warranty, whether specified in the EULAor established under applicable law; (ii) product liability claims; and (iii) claims that any of the LicensedApplications and/or the end-user’s possession or use of those Licensed Applications infringes thecopyright or other intellectual property rights of any third party.
6. Termination
6.1 This Schedule 1, and all of Apple’s obligations hereunder, shall terminate upon the expiration
or termination of the Agreement.
6.2 In the event that You no longer have the legal right to distribute the Licensed Applications, orto authorize Apple to allow access to those Licensed Applications by end-users, in accordance with thisSchedule 1, You shall promptly notify Apple and withdraw those Licensed Applications from the AppStore using the tools provided on the iTunes Connect site; provided, however, that such withdrawal byYou under this Section 6.2 shall not relieve You of any of Your obligations to Apple under this Schedule 1,or any liability to Apple and/or any end-user with respect to those Licensed Applications.
6.3 Apple reserves the right to cease allowing download by end-users of the LicensedApplications at any time, with or without cause, by providing notice of termination to You. Without limitingthe generality of this Section 6.3, You acknowledge that Apple may cease allowing download by end-users of some or all of the Licensed Applications, or take other interim measures in Apple’s solediscretion, if Apple reasonably believes that: (i) those Licensed Applications are not authorized for exportto one or more of the countries designated by You under Section 2.1 hereof, in accordance with theExport Administration Regulations; (ii) those Licensed Applications and/or any end-user’s possessionand/or use of those Licensed Applications, infringe patent, copyright, trademark, trade secret or otherintellectual property rights of any third party; (iii) the distribution and/or use of those Licensed Applicationsviolates any applicable law in any country You designate under Section 2.1 of this Schedule 1; or (iv) Youhave violated the terms of the Agreement, this Schedule 1, or other documentation including withoutlimitation the iOS App Review Guidelines. An election by Apple to cease allowing download of anyLicensed Applications, pursuant to this Section 6.3, shall not relieve You of Your obligations under thisSchedule 1.
6.4 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 toYour end-users, You hereby authorize and instruct Apple to fulfill sections 1.2(b), (c), and (d) of thisSchedule 1, which shall survive termination or expiration of the Agreement unless You indicate otherwisepursuant to sections 4.1 and 6.2 of this Schedule 1.
Program Agreement Page 50
7. Legal Consequences
The relationship between You and Apple established by this Schedule 1 may have important legalconsequences for You. You acknowledge and agree that it is Your responsibility to consult with Yourlegal advisors with respect to Your legal obligations hereunder.
Program Agreement Page 51
1. Apple as Agent
Argentina
Anguilla
Antigua & Barbuda
Bahamas
Barbados
Belize
Bermuda
Bolivia
Brazil
British Virgin Islands
Cayman IslandsChile
Colombia
Costa RicaDominicaDominican RepublicEcuador
El SalvadorGrenadaGuyana
GuatemalaHondurasJamaica
MexicoMontserratNicaraguaPanamaParaguayPeru
St. Kitts & NevisSt. Lucia
St. Vincent & TheGrenadinesSuriname
Trinidad & TobagoTurks & CaicosUruguayVenezuela
United States
EXHIBIT A(to Schedule 1)
You appoint Apple Canada, Inc. (“Apple Canada”) as Your agent for the marketing and end-user download of theLicensed 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 LicensedApplications by end-users located in the following countries:
AustraliaNew Zealand
You appoint Apple Inc. as Your agent pursuant to California Civil Code §§ 2295et seq. for the marketing and end-user download of the Licensed Applications by end-users located in the following countries, as updated from time totime via the iTunes Connect site:
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.a.r.l. as Your commissionaire pursuant to Article 91 of the Luxembourg Code de commerce forthe marketing and end-user download of the Licensed Applications by end-users located in the following countries, asupdated from time to time via the iTunes Connect site:
AlbaniaAlgeriaAngolaArmeniaAustriaAzerbaijanBahrainBelarusBelgiumBeninBhutanBotswanaBruneiBulgariaBurkina-FasoCambodiaCape VerdeChad
China IcelandCongo (Republic of) IndiaCroatia IndonesiaCyprus IrelandCzech Republic IsraelDenmark Italy
Egypt JordanEstonia KazakhstanFiji KenyaFinland KoreaFrance KuwaitGambia KyrgyzstanGermany Laos
Ghana LatviaGreece LebanonGuinea-Bissau LiberiaHong Kong LithuaniaHungary Luxembourg
MacauMacedoniaMadagascarMalawiMalaysiaMali
Malta, Republic ofMauritaniaMauritiusMicronesia, FedStates of
MoldovaMongoliaMozambiqueNamibiaNepalNetherlandsNiger
Program Agreement
Page 52
Nigeria
Norway
Oman
Pakistan
Palau
Papua New GuineaPhilippines
PolandPortugalQatarRomaniaRussia
Sao Tome ePrincipe
Saudi ArabiaSenegalSeychellesSierra LeoneSingaporeSlovakiaSloveniaSolomon IslandsSouth AfricaSpain
Sri LankaSwazilandSwedenSwitzerlandTaiwanTajikistanTanzaniaThailandTunisiaTurkey
TurkmenistanUAE
UgandaUkraine
United KingdomUzbekistanVietnam
YemenZimbabwe
Program Agreement
Page 53
EXHIBIT B
(to Schedule 1)
Instructions for Minimum Terms of Developer’sEnd-User License Agreement
1. Acknowledgement: You and the end-user must acknowledge that the EULA is concluded betweenYou and the end-user only, and not with Apple, and You, not Apple, are solely responsible for theLicensed Application and the content thereof. The EULA may not provide for usage rules for LicensedApplications that are in conflict with, the App Store Terms of Service as of the Effective Date (which Youacknowledge You have had the opportunity to review).
2. Scope of License: The license granted to the end-user for the Licensed Application must be limitedto a non-transferable license to use the Licensed Application on any iOS Products that the end-user ownsor controls and as permitted by the Usage Rules set forth in the App Store Terms of Service, except thatsuch Licensed Application may be accessed, acquired, and used by other accounts associated with thepurchaser via Family Sharing.
3. Maintenance and Support: You must be solely responsible for providing any maintenance andsupport services with respect to the Licensed Application, as specified in the EULA, or as required underapplicable law. You and the end-user must acknowledge that Apple has no obligation whatsoever tofurnish 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 bylaw, to the extent not effectively disclaimed. The EULA must provide that, in the event of any failure ofthe Licensed Application to conform to any applicable warranty, the end-user may notify Apple, and Applewill refund the purchase price for the Licensed Application to that end-user; and that, to the maximumextent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respectto the Licensed Application, and any other claims, losses, liabilities, damages, costs or expensesattributable 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 foraddressing 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 liabilityclaims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatoryrequirement; and (iii) claims arising under consumer protection or similar legislation. The EULA may notlimit 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 thirdparty claim that the Licensed Application or the end-user’s possession and use of that LicensedApplication infringes that third party’s intellectual property rights, You, not Apple, will be solely responsiblefor the investigation, defense, settlement and discharge of any such intellectual property infringementclaim.
7. Legal Compliance: The end-user must represent and warrant that (i) he/she is not located in acountry 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 ofprohibited or restricted parties.
8. Developer Name and Address: You must state in the EULA Your name and address, and thecontact information (telephone number; E-mail address) to which any end-user questions, complaints orclaims 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 withapplicable third party terms of agreement when using Your Application, e.g., if You have a VoIPapplication, then the end-user must not be in violation of their wireless data service agreement whenusing Your Application.
Program Agreement Page 54
10. Third Party Beneficiary: You and the end-user must acknowledge and agree that Apple, andApple’s subsidiaries, are third party beneficiaries of the EULA, and that, upon the end-user’s acceptanceof the terms and conditions of the EULA, Apple will have the right (and will be deemed to have acceptedthe right) to enforce the EULA against the end-user as a third party beneficiary thereof.
Program Agreement Page 55
EXHIBIT C
(to Schedule 1)
App Store Promo Code Terms
Notwithstanding any other provisions of the Agreement or this Schedule 1, you hereby agree that thefollowing terms shall apply to all promotional Custom Codes requested by You via the iTunes Connecttool. For the purposes of this Exhibit C, “You” shall include additional members of Your iTunes Connectteam (e.g. individuals in the marketing and technical roles).
Except as otherwise expressed in writing herein, nothing in this Exhibit C shall be construed to modify theAgreement or this Schedule 1 in any way, and all capitalized terms not defined below shall have themeanings set forth in the Program Agreement.
1. DEFINITIONS:
“Holder” means an individual located in a Territory to whom You provides one or more Custom Codes;
“Custom Code” means a unique alphanumeric code generated and provided to You by Apple pursuant tothis Exhibit C which allows a Holder who is an App Store customer to download or access for free fromthe App Store the Licensed Application for which You have requested such code via the iTunes Connecttool, whether offered for free or for a fee on the App Store (the “Promo Content”); and
“Effective Period” means the period between the Custom Code Activation Date and the Custom CodeExpiration Date.
2. AUTHORIZATION AND OBLIGATIONS:You hereby authorize and instruct Apple to provideYou with Custom Codes upon request, pursuant to the terms of this Exhibit C, and You take fullresponsibility for ensuring that any team member that requests such codes shall abide by the terms ofthis ExhibitC. You shall be responsible for securing all necessary licenses and permissions relating touse of the Custom Codes and the Licensed Application, including any uses by You of the name(s) orother indicia of the Licensed Application, or name(s) or likenesses of the person(s) performing orotherwise featured in the Licensed Application, in any advertising, marketing, or other promotionalmaterials, in any and all media. Apple reserves the right to request and receive copies of such licensesand permissions from You, at any time, during the Effective Period.
3. NO PAYMENT:Except for Your obligations set forth in Section 10 of this Exhibit C, You are notobligated to pay Apple any commission for the Custom Codes.
4. DELIVERY:Upon request by You via the iTunes Connect tool, Apple shall provide the CustomCodes electronically to You via iTunes Connect, email, or other method as may be indicated by Apple.
5. CUSTOM CODE ACTIVATION DATE:Custom Codes will become active for use by Holdersupon delivery to You.
6. CUSTOM CODE EXPIRATION DATE:All unused Custom Codes, whether or not applied to anApple ID, expire at midnight 11:59 PT on the earlier of: (a) the date that is twenty-eight (28) days after thedelivery of the Custom Codes; or (b) the termination of the Agreement.
7. PERMITTED USE:You may distribute the Custom Codes until that date which is ten (10)calendar days prior to the Custom Code Expiration Date solely for the purpose of offering instances of theapp for media review or promotional purposes. You may not distribute the Custom Codes to Holders inany Territory in which You are not permitted to sell or distribute Your Licensed Application.
8. ADDITIONAL MATERIALS:Apple shall not be responsible for developing and producing anymaterials in relation to the Custom Codes other than the Custom Codes themselves.
9. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION:You represent and warrantthat: (i) You own or control all rights necessary to make the grant of rights, licenses, and permissions
Program Agreement Page 56
listed in Section 2, and that the exercise of such rights, licenses, and permissions shall not violate orinfringe the rights of any third party, and (ii) any use of the Custom Codes shall be in accordance with theterms of this Exhibit C and shall not infringe any third party rights or violate any applicable laws,directives, rules, and regulations of any governmental authority in the Territory or anywhere else in theworld. You agree to indemnify and hold Apple, its subsidiaries and affiliates (and their respectivedirectors, officers, and employees) harmless from all losses, liabilities, damages, or expenses (includingreasonable attorneys’ fees and costs) resulting from any claims, demands, actions, or other proceedingsarising from a breach of the representations and warranties set for h in this Section, or a breach of anyother term of the Agreement and this Schedule 1.
10. PAYMENT WAIVER:You hereby waive any right to collect any royalties, proceeds, orremuneration for the distribution and download of the Licensed Application via the Custom Codes,regardless of whether any remuneration would otherwise be payable under the Agreement, includingSchedule 1 thereto, if applicable. The parties acknowledge that, as between Apple and You, the parties’respective responsibilities for the payment of any royalties or other similar payments to third parties withrespect to distribution and download of the Licensed Application via the Custom Codes shall be as set
forth in11.
(a)
(b)
(c)
(d)
(e)(f)(g)
the Agreement.
TERMS AND CONDITIONS:You further agree to the following terms:
You shall not sell the Custom Codes or accept any form of payment, trade-in-kind, or othercompensation in connection with the distribution of the Custom Codes and You shall prohibitthird parties from doing so.
Nothing in this Exhibit C shall cause the parties to become partners, joint venturers or co-owners, nor shall either party constitute an agent, employee, or representative of the other, orempower the other party to act for, bind, or otherwise create or assume any obligation on itsbehalf, in connection with any transaction under this Exhibit C; provided, however, thatnothing in this Section 11(b) shall affect, impair, or modify either of the Parties’ respectiverights and obligations, including the agency or commissionaire relationship between themunder Schedules 1, 2, and 3 of the Agreement.
You shall prominently disclose any content age restrictions or warnings legally required in theTerritories and ensure that Custom Codes are distributed only to persons of an ageappropriate and consistent with the App Store rating for the associated Licensed Application.
You shall conduct Yourself in an honest and ethical manner and shall not make anystatement, orally or in writing, or do any act or engage in any activity that is obscene,unlawful, or encourages unlawful or dangerous conduct, or that may disparage, denigrate, orbe detrimental to Apple or its business.
Apple shall not be responsible for providing any technical or customer support to You orHolders above what Apple provides to standard or ordinary App Store users.
You agree to the additional Custom Code Terms and Conditions attached hereto asAttachment A.
YOU SHALL INCLUDE THE COUNTRY SPECIFIC CODE USER TERMS AS WELL AS THEEXPIRATION DATE OF THE CUSTOM CODE ON ANY INSTRUMENT USED TODISTRIBUTE THE CUSTOM CODE TO HOLDERS (E.G. CERTIFICATE, CARD, EMAIL,ETC). YOU SHALL RECEIVE AN EMAIL WITH THIS INFORMATION LOCALIZED FOREACH TERRITORY UPON REQUESTING THE CUSTOM CODES IN THE ITUNESCONNECT TOOL.
Code expires on [date] and is redeemable only on the App Store for [territory].Requires an iTunes account, subject to prior acceptance of license and usageterms. Compatible software and hardware, and internet access (fees may apply)required. Not for resale. Full terms apply; see [www.apple.com/legal/internet-
Program Agreement Page 57
(h)
(i)
(j)
(k)
services/us/terms.html]. For more information, seewww.apple.com/support/In-app purchases sold separately. This app is provided to you by [Developer’sname].
You shall be solely responsible for Your use of the Custom Codes, including any use by othermembers of Your iTunes Connect team, and for any loss or liability to You or Appletherefrom.
In the event your Licensed Application is removed from the App Store for any reason, Youagree to cease distribution of the Custom Codes and that Apple may deactivate such CustomCodes.
You agree that Apple shall have the right to deactivate the Custom Codes, even if alreadydelivered to Holders, in the event You violate any of the terms of this Exhibit C, theAgreement, or Schedules 1, 2, or 3 thereto.
You may distribute the Custom Codes within the Territories, but agree that you shall notexport any Custom Code for use outside the Territories nor represent that you have the rightor ability to do so. Risk of loss and transfer of title for the Custom Codes pass to you upondelivery to you within iTunes Connect, via email, or other method provided by Apple.
(a)(b)
(c)
(d)
(e)
You may use the Marks only during the Effective Period
You shall submit any advertising, marketing, promotional or other materials, in any and allmedia now known or hereinafter invented, incorporating the Marks to Apple prior to use forwritten approval. Any such materials not expressly approved in writing by Apple shall bedeemed disapproved by Apple.
You may only use the Marks in a referential manner and may not use the Marks as the mostprominent visual element in any materials. Your company name, trademark(s), or servicemark(s) should be significantly larger than any reverence to the Marks.
You may not directly or indirectly suggest Apple’s sponsorship, affiliation, or endorsement ofYou, Your Licensed Applications, or any promotional activities for which You are requestingthe Custom Codes.
You acknowledge that the Marks are the exclusive property of Apple and agree not to claimany right, title , or interest in or to the Marks or at any time challenge or attack Apple’s rightsin the Marks. Any goodwill resulting from Your use of the Marks shall inure solely to thebenefit of Apple and shall not create any right, title, or interest for you in the Marks.
APPLE TRADEMARKS:Your use of Apple trademarks in connection with the Custom Codes is
12.
limited only to “iTunes” and “App Store” (the “Marks”) subject to the following and any additionalguidelines Apple may issue from time to time:
GOVERNING LAW:Any litigation or other dispute resolution between You and Apple arising out
13.
of or relating to this Exhibit C or facts relating thereto shall be governed by Paragraphs 15.11 of theAgreement.
Program Agreement Page 58
Attachment 1
(to Exhibit C of Schedule 1)Custom Code Terms and Conditions
-
All Custom Codes delivered pursuant to this Exhibit F, whether or not applied to an App Storeaccount, expire as indicated in Exhibit F.
-
Custom Codes, and unused balances, are not redeemable for cash and cannot be returned for acash refund, exchanged, or used to purchase any other merchandise, or provide allowances oriTunes Gifts by either You or Holder. This includes Custom Codes that have expired unused.
-
Custom Codes may only be redeemed through the App Store in the Territory, open only topersons in the Territory with a valid Apple ID. Not all App Store products may be available in allTerritories. Internet access (fees may apply), the latest version of iTunes software, and othercompatible software and hardware are required.
-
Access to, redemption of Custom Codes on, or purchases from, and use of products purchasedon, the App Store, are subject to acceptance of its Terms of Service presented at the time ofredemption or purchase, and found athttp://www.apple.com/legal/itunes/ww/.
-
Latest version of iTunes software required to access the App Store, and can be downloaded at nocharge at www.apple.com/itunes/download/. Use of iTunes software is subject to acceptance ofits software license agreement presented at the time of installation. The minimum systemrequirements for running the software are available atwww.apple.com/itunes/download/.
-
Custom Codes will be placed in the Holder’s applicable iTunes account and are not transferable.
-
If a Holder’s order exceeds the amount available on the Custom Codes, Holder must establish aniTunes Store Purchaser account and pay for the balance with a credit card.
-
Except as stated otherwise, data collection and use are subject to Apple’s Privacy Policy, whichcan be found athttp://www.apple.com/legal/privacy.
-
Apple is not responsible for lost or stolen Custom Codes. If Holders have any questions, theymay visit Apple’s iTunes Store Purchaser Service atwww.apple.com/support/itunes/.
-
Apple reserves the right to close Holder accounts and request alternative forms of payment ifCustom Codes are fraudulently obtained or used on the App Store.
-
APPLE AND ITS LICENSEES, AFFILIATES, AND LICENSORS MAKE NO WARRANTIES,EXPRESS OR IMPLIED, WITH RESPECT TO CUSTOM CODES OR THE APP STORE,INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT ACUSTOM CODE IS NON-FUNCTIONAL, HOLDER’S OR COMPANY’S SOLE REMEDY, ANDAPPLE’S SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH CUSTOM CODE.THESE LIMITATIONS MAY NOT APPLY. CERTAIN LOCAL AND TERRITORY LAWS DO NOTALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OFCERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVEDISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU OR HOLDERMAY ALSO HAVE ADDITIONAL RIGHTS.
-
Apple reserves the right to change any of the terms and conditions set forth in this Attachment Afrom time to time without notice.
-
Any part of these terms and conditions may be void where prohibited or restricted by law.
3/9/15EA1247
Program Agreement Page 59
扫一扫
4万+
被折叠的 条评论
为什么被折叠?
到【灌水乐园】发言
