TERMS OF USE

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. THESE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND Filipino World Channel.

1. Overview. This Agreement between you and Filipino World Channel states the terms that govern the distribution of your Applications and/or Content via the Platform. Through your Developer Program account, you may make certain elections regarding how each of your Applications and/or Content is distributed (e.g., by selecting the Store(s) in which you wish to make your Applications and/or Content available), and those elections will determine the scope of the licenses granted to Filipino World Channel via this Agreement as well as which of the Exhibits to this Agreement apply to you.

This Agreement governs the distribution of your Applications and/or Content via the Platform in all of the Territories corresponding to the Stores you select through the Developer Program. Please also see the Territory Specific Riders, attached as Exhibit D to this Agreement, for supplemental terms and conditions for certain Territories. In the event you choose to make any Application and/or Content available in any Stores directed at one or more of the Territories identified in Exhibit D, the corresponding Territory Specific Rider(s) also shall apply to and govern the distribution of such Applications and/or Content via the Platform solely in each such Territory.

2. Accepting this Agreement. By accepting this Agreement, you are subject to and agree to comply with this Agreement. If you are accepting this Agreement on behalf of another entity, you represent and warrant that you have the full authority to legally bind such entity to this Agreement. You may not distribute Applications or Content via the Platform if you do not agree to this Agreement.

3. Developer Policies. By accepting this Agreement, you are also subject to and agree to comply with the Developer Tools License Agreement, all applicable Developer Terms, and any other terms, rules and policies applicable to the Developer Program that Filipino World Channel makes available to you from time to time (collectively the “Developer Policies”).

4. Term of Agreement. This Agreement will become effective when you check the appropriate box or click an “AGREE” or similar button where provided by Filipino World Channel, and will remain in effect until terminated as set forth below (the “Term”).

5. Definitions.

Affiliate: an entity controlling, controlled by, or under common control with Filipino World Channel, where “control” refers to direct or indirect ownership or control of at least fifty percent (50%) of the voting shares or securities of the controlled entity.

Agreement: this Filipino World Channel Distribution Agreement, its exhibits, and the Developer Policies, all as amended from time to time.

Application: a software program developed for distribution via the Platform. For clarity, all references in this Agreement to your Application shall be deemed to include any and all of your Applications collectively.

Content: the audiovisual, visual, audio and other materials made available to Platform end users by you or on your behalf under this Agreement.

Developer Email Address: the email address associated with your enrollment in the Developer Program.

Developer Program: a program that Filipino World Channel makes available to developers and content providers in order to develop, manage, distribute and monetize Applications and Content via the Platform.

Developer Service: the service(s) you make available to end users through your Application(s).

Device: any Filipino World Channel-branded, co-branded or white label streaming device running the Filipino World Channel OS, whether made available by Filipino World Channel, a Filipino World Channel co-branded device partner, or a Platform Licensee.

First-Party Login: an end user login mechanism in your Application that is controlled directly by you (and not by a third-party such as Facebook or Google).

Kids-Directed Content: Content that either: (a) is directed to children as defined by the Law of the jurisdiction in which the Content is shown (e.g., The Children’s Online Privacy Protection Act); or (b) was made for viewing primarily by children within the jurisdiction in which the Content is shown.

Law: all applicable laws, rules, regulations, orders and other requirements of governmental agencies, each as may be implemented and/or amended from time to time.

Marketing Materials: any materials provided by or approved by you in connection with the advertising, promotion and marketing of your Application and/or Content.

Platform: the software and services used by Filipino World Channel to distribute software applications and/or digital materials to end users. The Platform may be updated or changed in whole or in part from time to time during the Term.

Platform Data: any Restricted Identifier and any other data collected, used or made available by Filipino World Channel through the Stores, Devices, the Platform, or any other Filipino World Channel-controlled mechanisms.

Platform Licensee: any third party distributor licensed by Filipino World Channel to use the Platform, on a white label or co-branded basis, in connection with its distribution of Applications and/or Content to such distributor’s end users.

Product Information: materials you make available to Filipino World Channel for presenting, depicting, performing and/or facilitating the discovery of your Application and/or Content, including in Platform interfaces, search results, discovery and/or recommendation features, and Stores (e.g., the channel tile logo, screenshots, summaries, video thumbnails, artwork, content IDs, title information, supported end user commands, and related metadata).

Reservation of Rights.

6.1. License to Filipino World Channel. You grant to Filipino World Channel and its Affiliates a revocable, non-exclusive and royalty-free license during the Term to:

a) distribute, use, reproduce, and display your Application via the Platform;

b) enable users to access, view and display your Content via the Platform;

c) distribute, use, reproduce and display Your Marks and Product Information in connection with the distribution of your Application and Content including: (i) in Stores; (ii) on websites and mobile apps; (iii) in search, discovery and recommendation features that include your Application or Content; and (iv) in satisfaction of any obligations under this Agreement;

d) distribute, use, reproduce and display in any and all formats, your Marketing Materials, Product Information and Your Marks (subject to any reasonable and customary branding guidelines you furnish to Filipino World Channel in writing) to market and promote the availability of your Application and Content, including on and off Platform, on Device packaging and related inserts, and in satisfaction of any obligations under this Agreement;

e) distribute, use, reproduce and display in any and all formats Your Marks and Product Information as they appear “in use” and authorize our Platform Licensees and retailers to do the same; and

f) engage in activities reasonably necessary to fully exploit the rights set forth in this Agreement, including the reproduction, caching, encoding, encryption, hosting, storing and optimization of the Applications, Product Information, and Content.

6.2. License to You.

a) Filipino World Channel grants to you a limited, fully-revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free license during the Term to use, reproduce and display the Filipino World Channel Marks in the Territory on your marketing and advertising materials solely for the purpose of promoting the availability of your Applications and Content that are made available via the Platform and only in accordance with the Filipino World Channel

b) If Filipino World Channel determines that your use of the Filipino World Channel Marks (i) is inconsistent with the Filipino World Channel, (ii) harms, tarnishes, blurs, or dilutes the quality associated with the Filipino World Channel Marks, or their associated goodwill, or (iii) may otherwise adversely affect Filipino World Channel, then Filipino World Channel may terminate the foregoing license and you must immediately discontinue use of the Filipino World Channel Marks.

7. Ownership/Reservation of Rights. As between the parties, (a) Filipino World Channel owns, and will continue at all times to own, all right, title and interest in and to the Platform, the Filipino World Channel Marks, and the Platform Data, and (b) you own and will continue at all times to own, all right, title and interest in and to your Applications (other than any Developer Tools contained therein), Developer Services, Content, Product Information and Your Marks. Each party reserves all rights not expressly granted to the other party in this Agreement. Neither party grants the other party any other licenses or rights, expressly or by implication, estoppel, exhaustion or otherwise.

8. Developer Program.

8.1. You are solely responsible for: (a) maintaining the confidentiality of your Developer Program credentials, and (b) all Applications and Content developed or published in association with your privileges in the Developer Program. You agree that all information provided by you in connection with the Developer Program will at all times be true, complete and accurate, including any billing account details, payment methods, Developer Email Addresses, contact information for End User Support, Technical Contact(s) and Administrative Contact(s), and any other required information. Failure to maintain complete and accurate contact and payment information in the Developer Program may result in delayed payments by Filipino World Channel under this Agreement. Filipino World Channel shall not be responsible for any losses associated with such delays.

8.2. In your capacity as a Root Account Holder hereunder, you may assign Roles to one or more other Developer Program account holders (including third party contractors) in connection with your Applications and/or Content, but any such Applications and/or Content must be owned by you, submitted and published under your own Developer Program account, and distributed as Applications and/or Content in compliance with this Agreement. If you wish to assign a Role under your Developer Program account (e.g., if you engage a third party contractor to build a Filipino World Channel channel for you and you wish for them to manage Application submission and certification on your behalf), the individual or entity to whom you wish to assign such Role must have and maintain their own Developer Program account. Submitting an Application under a Developer Program account where the Root Account Holder does not own or control all necessary rights and licenses to such Application (including those set forth in the "Representations and Warranties; Rights Clearances" Section of this Agreement) may result in the forfeiture of such Application and/or its reassignment to whatever entity does own or control such rights and licenses, and you hereby release Filipino World Channel from any claims, demands or other actions arising out of such forfeiture and/or reassignment. You are responsible to Filipino World Channel for all activities undertaken under your Developer Program account, including all activities undertaken by anyone to whom you’ve assigned a Role, and for ensuring that all such activities comply with this Agreement. All such activities shall be deemed to have been undertaken by you, and you shall be responsible to Filipino World Channel for all such actions.

8.3. Conversely, by entering into this Agreement, you are now eligible to have Roles assigned to you by other Root Account Holders in connection with Applications and/or Content that such Root Account Holders make available via the Platform. The distribution of such Applications and Content shall be governed by the applicable agreement(s) between Filipino World Channel and such other Root Account Holders and not by this Agreement.

U.S. FEDERAL AGENCIES

1. Amendment to Filipino World Channel Distribution Agreement. Any U.S. government agency (“Agency”) using the Platform to distribute Applications or Content is subject to the terms of the Agreement with the following amendments. Capitalized terms used but not defined in this Federal Terms Amendment shall have the applicable meanings set forth in the Agreement.

2. Government Agency. "Government Agency" within the Agreement shall mean the Agency itself and shall not apply to, nor bind (a) the individual(s) who utilize the Platform on the Agency’s behalf, or (b) any individual users who happen to be employed by, or otherwise associated with, the Agency. Filipino World Channel will look solely to the Agency to enforce any violation or breach of the Agreement as modified by this Federal Terms Amendment, subject to federal Law.

3. Indemnification, Liability, Statute of Limitations. Any provisions in the Agreement related to indemnification and filing deadlines are hereby waived, and shall not apply except to the extent expressly authorized by Law. Liability for any breach of or any claim arising from the Agreement as modified by this Federal Terms Amendment, shall be determined under the Federal Tort Claims Act, or other applicable federal authority. Federal Statute of Limitations provisions shall apply to any breach or claim.

4. Governing Law. Any arbitration, mediation, or similar dispute resolution provision in the Agreement is hereby waived. The Agreement and this Federal Terms Amendment shall be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. To the extent permitted by federal law, the laws of the State of California (excluding California’s choice of law rules) will apply in the absence of applicable federal Law.

5. Limitation of liability. The parties agree that nothing in the Limitation of Liability clause or elsewhere in the Agreement in any way grants Filipino World Channel a waiver from, release of, or limitation of liability pertaining to, any past, current, or future violation of federal Law.

6. No cost agreement. Nothing in the Agreement as modified by this Federal Terms Amendment obligates the Agency to expend appropriations or incur financial obligations. The parties acknowledge and agree that none of the obligations arising from the Agreement as modified by this Federal Terms Amendment are contingent upon the payment of fees by one party to the other. The parties further agree that any fee-based agreement for use of the Platform by the Agency would differ from this no cost agreement in that a fee-based agreement would be subject to federal procurement Laws. Any fee-based agreement therefore would require separate actions by both parties. The Agency and other interested U.S. Government users will comply with all applicable federal procurement Laws and guidance if they decide to enter into any separate fee-based agreement in the future.