SMART TV DEVELOPER AGREEMENT

Date: February 1, 2014

THIS DEVELOPER AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND TP

VISION EUROPE B.V. ("SMART TV") STATING THE TERMS THAT GOVERN YOUR PARTICIPATION AS
A REGISTERED SMART TV APPLICATION DEVELOPER. PLEASE READ THIS AGREEMENT BEFORE
PRESSING THE "AGREE" BUTTON AND CHECKING THE BOX AT THE BOTTOM OF THIS PAGE. BY
PRESSING "AGREE," YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF
YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS "CANCEL" AND YOU WILL BE
UNABLE TO BECOME A SMART TV APPLICATION DEVELOPER (“Developer”).

1. Relationship with SMART TV; ID and Password. In order to become a Developer, you have to
register on the partner portal (“Partner Portal”) at www.yourappontv.com. In the registration
process you have to provide some personal details, such as your name, e-mail address, your legal
entity, your country of residence and you have to choose an ID and password. All such information
provided by you shall hereafter be referred to as “Personal Data”. Please note that SMART TV
collects, processes, uses and stores your Personal Data in accordance with its Privacy Notice
(http://www.tpvision.com/privacy-policy) and all applicable laws. The ID and password you use to
login as a Developer cannot be shared in any way or with anyone. You are responsible for
maintaining the confidentiality of your ID and password and for any activity in connection with your
account.

You understand and agree that by becoming a Developer that you are of the legal age of majority in
the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent
that you are legally permitted to become a Developer. This Agreement is void where prohibited by
law and the right to become a Developer is not granted in such jurisdictions. Unless otherwise
agreed or permitted by SMART TV in writing, you cannot share or transfer any rights you receive
from SMART TV in connection with being a Developer.

2. Developer rights. If you register as Developer, you will get access to the developer web pages of
the Partner Portal. On the developer pages you will find more information about SMART TV and
how to develop a service application (“APP”). Furthermore you will find the software development
kit on the developer pages, you need for the development of the APP. All information,
documentation, materials and/or software (altogether referred to as “Content”, or “Software”
when referred only to the software) you find on the developer pages, is made available to you only
for your own use in connection with your participation as a Developer. After you have developed
your APP, you can submit your APP to have it verified and tested by SMART TV. Only after approval
of your APP your APP shall be displayed on the “SMART TV Portal” and made accessible for
consumers. When you submit your APP you shall be asked and to complete the registration process
to become an accepted “SMART TV Content Partner”. Part of the completion of that registration
process is that you or your legal entity has to accept the terms and conditions of the SMART TV
Partner Agreement. SMART TV may
change, suspend or discontinue providing the Partner Portal, Content or parts thereof at any time,
and may impose limits on certain features and materials offered or restrict your access to parts or
all of materials without notice or liability.

3. Restrictions. You agree not to exploit the Partner Portal, or the Content provided to you as a
Developer, in any unauthorized way, including but not limited to, by trespass, burdening network
capacity or using the Services, Partner Portal or Content other than for authorized purposes.
Copyright and other intellectual property laws protect the Partner Portal and Content provided to
you, and you agree to abide by and maintain all notices, license information, and restrictions
contained therein. Unless expressly permitted herein or otherwise permitted in a separate
agreement with SMART TV, you may not modify, publish, network, rent, lease, loan, transmit, sell,
participate in the transfer or sale of, reproduce, create derivative works based on, redistribute,
perform, display, or in any way exploit any of the Partner Portal, Content in whole or in part. You
may not decompile, reverse engineer, disassemble, attempt to derive the source code of any
software or security components of the Partner Portal or of the Content. Use of the Partner Portal
or Content to violate, tamper with, or circumvent the security of any computer network, software,
passwords, encryption codes, technological protection measures, or to otherwise engage in any
kind of illegal activity, or to enable others to do so, is expressly prohibited. SMART TV retains
ownership of all its rights in the Partner Portal and Content, except as expressly set forth herein, no
other rights or licenses are granted or to be implied under any SMART TV intellectual property.

4. Confidentiality. Both you and SMART TV agree that all Content provided under this Agreement
will be considered and referred to as “Confidential Information”. Notwithstanding the foregoing,
Confidential Information will not include: (i) information that is generally and legitimately available
to the public through no fault or breach of the disclosing party, (ii) information that is generally
made available to the public by you or SMART TV, (iii) information that is independently developed
by you or SMART TV without the use of any Confidential Information, (iv) information that was
rightfully obtained from a third party who had the right to transfer or disclose it to you or SMART TV
without limitation.

5. Non- disclosure of Confidential Information. Unless otherwise expressly agreed or permitted in

writing by one party, the other party agrees not to disclose, publish, or disseminate any Confidential
Information to anyone other than to other Developers or people who are employees and
contractors working for the same legal entity as the other party. Except for the authorized purposes
as a Developer or as otherwise permitted by SMART TV in writing. You further agree to take
reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination
of Confidential Information. Both you and SMART TV acknowledge that unauthorized disclosure or
use of Confidential Information could cause irreparable harm and significant injury to the other
party that may be difficult to ascertain. If one party is required by law, regulation or pursuant to the
valid binding order of a court of competent jurisdiction to disclose the other party’s Confidential
Information, one party may make such disclosure, but only if he has notified the other party before
making such disclosure and have used commercially reasonable efforts to limit the disclosure and to
seek confidential,
protective treatment of such information. A disclosure pursuant to the previous sentence will not
relieve one party of his obligations to hold such information as Confidential Information.

6. Content License and Restrictions. The Content and Software is provided to you, subject to your
compliance with the terms and conditions of this Agreement, SMART TV hereby grants you a non-
exclusive, non-transferable, right and license to use the Content and Software only for the limited
purposes set forth in this Section 6. You agree not to use the Content and Software for any purpose
other than testing and/or development by you of an APP for the SMART TV Portal. This Agreement
does not grant you any right or license to incorporate or make use of any SMART TV intellectual
property (including for example and without limitation, trade secrets, patents, copyrights,
trademarks and industrial designs) in any product. Except as expressly set forth herein, no other
rights or licenses are granted or to be implied under any SMART TV intellectual property. You agree
not to decompile, reverse engineer, disassemble, or otherwise reduce the Content and/or Software,
and you will not modify, network, rent, lease, transmit, sell, or loan the Content and/or Software in
whole or in part.

7. Compatibility; Developer Technical Support Services. If there are modifications or changes to

the Content, Software or the Partner Portal that may affect the compatibility of your APP, SMART
TV may post a notice of such changes on the Partner Portal and/or send an email to you with a
notice of such changes. It is your responsibility to review the Partner Portal and/or check your email
address for any such notices. Furthermore it is your responsibility to check whether or not the
changes affect the compatibility of your APP. You agree that SMART TV shall not be liable to you or
any third party for any modification, change or cessation of the Content, Software or Site.
As a Developer you may have access to Software and/or developer technical support services that
SMART TV may make available to you from time to time. These services may be offered for free or
at cost. You agree that when you request and receive the Services you will not provide SMART TV
with any information that is confidential to you or any third party. SMART TV shall be free to use all
information it receives from you in any manner it deems appropriate, subject to any applicable
patents or copyrights. SMART TV reserves the right to reject a request for Services at any time and
for any reason.

8. Amendment; SMART TV reserves the right, at its discretion, to modify this Agreement, including
any rules and policies at any time. You will receive a notice of such modification with the request to
accept the change to the agreement. However it is your responsibility to review and become
familiar with any such modifications (including new terms, updates, revisions, supplements,
modifications, and additional rules, policies, terms and conditions)(“Additional Terms”) before you
accept them. After your acceptance the Additional Terms shall be considered incorporated into this
Agreement.

9. Communication. You agree that SMART TV has the right to contact you via phone and/or email
and that SMART TV may include, but not be limited to, marketing materials, technical information,
and updates and/or changes regarding your participation as a Developer.
10. Term and Termination. SMART TV may terminate or suspend you as a Developer at any time in
SMART TV’s sole discretion. If SMART TV terminates you as a Developer, SMART TV reserves the
right to deny your reapplication at any time in SMART TV’s sole discretion. You may terminate your
participation as a Developer at any time, for any reason, by sending an email to
[email protected]. Upon any termination or, at SMART TV’s discretion, suspension, all
rights and licenses granted to you by SMART TV will cease, including your right to access the Partner
Portal, and you agree to destroy any and all Confidential Information that is in your possession or
control. No refund or partial refund of any fees paid for the Services shall be made for any reason.
Following termination of this Agreement, Sections 1, 3-5, 6 (but only for so long as the duration
specified by SMART TV for such usage), 9-16 shall continue to bind the parties.

11. No Warranty. SMART TV AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS,

EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, “SMART TV” FOR PURPOSES OF
THIS SECTION 11 AND 12) DO NOT PROMISE THAT THE PARTNER PORTAL, CONTENT, SERVICES OR
ANY OTHER INFORMATION OR MATERIALS THAT YOU RECEIVE AS A DEVELOPER WILL BE
ACCURATE, RELIABLE, TIMELY, SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS
WILL BE CORRECTED.
THE PARTNER PORTAL, CONTENT AND SERVICE ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE”
BASIS AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. SMART TV CANNOT ENSURE THAT ANY
CONTENT (INCLUDING FILES, INFORMATION OR OTHER DATA) YOU ACCESS OR DOWNLOAD FROM
THE PARTNER PORTAL WILL BE FREE OF VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES.
FURTHER, SMART TV DOES NOT GUARANTEE ANY RESULTS OR IDENTIFICATION OR CORRECTION OF
PROBLEMS AS PART OF THE SERVICE AND SMART TV DISCLAIMS ANY LIABILITY RELATED THERETO.
SMART TV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF
ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SMART TV DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY
THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE, CONTENT OR
SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE THEREOF, INCLUDING,
BUT NOT LIMITED TO, ANY INFORMATION OBTAINED THEREON. YOUR SOLE REMEDY AGAINST
SMART TV FOR DISSATISFACTION, FUNCTIONALITY OR NON-COMPATILIBITY OF YOUR APP, IS TO
STOP USING THE PARTNER PORTAL AND TO TERMINATE YOUR AGREEMENT WITH SMART TV.
To the extent that SMART TV makes any pre-release or other products, services or information
related thereto available to you as a Developer, you understand that SMART TV is under no
obligation to provide updates, enhancements, or corrections, or to notify you of any product or
services changes that SMART TV may make, or to publicly announce or introduce the product(s) or
service at any time in the future.
12. Disclaimer of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES
SHALL SMART TV BE LIABLE WITH RESPECT TO YOUR USE OF THE SITE, CONTENT OR SERVICE FOR
SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA,
BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT
(INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT SMART TV HAS BEEN
ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
IF, NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, SMART TV IS FOUND TO BE
LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED TO
YOUR USE OF THE SITE, CONTENT OR SERVICE, SMART TV’S ENTIRE LIABILITY FOR DIRECT DAMAGES
UNDER THIS AGREEMENT SHALL BE LIMITED TO FIFTY EURO (€50.00).

13. Export Control. You may not use or otherwise export or re-export any Software any Confidential
Information received from SMART TV. In particular, but without limitation, the
Software and Confidential Information may not be exported or re-exported (a) into any embargoed
country or (b) to anyone on the Denied Person's List or Entity List. By becoming a Developer and/or
using the Software and any Confidential Information, you represent and warrant that you are not
located in any such country or on any such list. You also agree that you will not use any Confidential
Information for any purposes other than for the development of your APP.

14. Governing Law. This Agreement will be governed by and construed in accordance with the laws
of The Netherlands, excluding its conflict of law provisions. The court of Amsterdam, The
Netherlands, shall be the only competent court to settle any disputes arising out of or relating to
this Agreement.

15. Miscellaneous. If any provision is found to be unenforceable or invalid, that provision shall be
limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise
remain in full force and effect and enforceable. No addition to or removal or modification of any of
the provisions of this Agreement will be binding upon SMART TV unless made in writing and signed
by an authorized representative of SMART TV. The parties hereto confirm that they have requested
that this Agreement and all attachments and related documents be drafted in English.