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Login Information
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Required* Please provide a valid email, which is used to log-in.

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Required* To make sure your password is secure, 1) use letters and numbers, 2) mix lower and uppercase.
Minimum: 6 characters, Maximum: 20 characters

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Required* Please type the password again

Detail Information
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Required* Please provide the company name, which will be shown publicly on VIERA Connect Market.
Notice: Company Name can not be changed later.
Maximum: 30 characters
If you use more than 12 characters, it may be trimmed when displayed in the Market.

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Required* Please type in your first name. Maximum: 20 characters

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Required* Please type in your last name. Maximum: 20 characters

(Optional) Please provide your company website with http:// at the beginning.

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Required* Please provide your contact number with country code at the beginning. e.g. +852-123456789

(Optional) Please provide your fax number with country code at the beginning. e.g. +852-123456789

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(Optional) Please provide your state if applicable.

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Required* Please provide your city.

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Required* Please provide either a street address or a PO Box address.

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Required* Please provide postal code. If it is not appropriate, enter six zeros (000000)

Panasonic TV Requirement

The app must need to test on Panasonic TV before submitting to QA. I confirm that I have a Panasonic TV to test the app.

In order to verify the above, Panasonic will check the login record on the HTML5 SDK TV app before allocating any resource for QA. The app will NOT be accepted until the developer tested the app on actual Panasonic TV.

Panasonic IPTV Apps Platform Terms & Conditions


This agreement is with Accedo Partner Programs AB ("APPAB"), a Swedish Corporation who is hosting the portal stated above on behalf of Panasonic, and you agree that your relationship with APPAB will be governed by the laws of Sweden.

Please read this page carefully before using the Panasonic IPTV Apps Platform. This page contains the Terms and Conditions that shall govern the use by the User of the Portal stated above and together shall constitute an “Agreement” between the User and APPAB. The terms of the Privacy Policy are incorporated into these Terms and Conditions by this reference. By using the Portal you indicate that you accept these Terms and Conditions and that you agree to be bound by them. If you do not agree to these Terms and Conditions and the Privacy Policy, please do not use the site.

APPAB reserves the right to modify the Agreement and other guidelines, terms and/or conditions posted on the Panasonic IPTV Apps Platform (http://developer.vieraconnect.com) from time to time at its sole discretion. APPAB may require You to provide consent to such modifications in a specified manner before further use of the Panasonic IPTV Apps Platform is permitted. Otherwise, Your continued use of Panasonic IPTV Apps Platform constitutes Your acceptance of the modifications.

By selecting 'I Agree' below, You agree to the terms and conditions contained herein, and to the Panasonic IPTV Apps Platform Terms of Use incorporated herein by reference, and You state that You have all legal rights and powers needed to give the statements, assurances and commitments in this document, and to agree to it as a validly executed, legal instrument.

Terms and Conditions of use

1.Definitions

“Services” means any functions, facilities, information, promotions or other services available through this Portal relating to Panasonic IPTV Apps Platform including downloading of SDK, tools, and documentations for developing Panasonic IPTV Apps Platform TV applications and media contents.

“Terms” means these terms and conditions, APPAB’s privacy policy and any other rules, which may be posted on the Panasonic IPTV Apps Platform.

“User” means any person or company who accesses or uses the Portal with APPAB’s authorization after registering on the Panasonic IPTV Apps Platform.

“Portal” means the Panasonic IPTV Apps Platform.

"APPAB Payment Processor" means APPAB’s third party payment processor which may require User to enter into separate direct payment processor agreements and provide certain additional information. As of the Effective Date, the APPAB Payment Processor is PayPal. APPAB reserves the right to change or add third party payment processors from time to time in APPAB’s sole discretion and without notice.

"Intellectual Property Rights" means all existing and future worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary rights.

"SDK" means the software development kit and development tools (in object code format), including any Panasonic Licensing Technology, APIs, and Documentation included therewith, which is licensed under the Panasonic IPTV Apps Platform License Agreement and which can be found on the Portal.

2.Use of Portal

Authorized access to the Services requires registration on the Portal subject to acknowledgement and acceptance of these Terms. Some Services may be subject to additional conditions which the User will be directed to on the Portal. Once APPAB accepts a registration, the User may log into the Services of the Portal using the registered user ID and password.

The Portal may contain discussion board(s) or other forms of communication broadcasting. When the User uploads any kind of post, information, material, etc (“User Content”), it can be displayed on the Portal without confirmation of APPAB. APPAB further requires the User to use good judgment and exercise discretion in choosing appropriate subjects and subject matter for any photos or video submissions to the Portal. Please note that privacy laws may protect individuals with respect to their being photographed or videotaped, so please respect the privacy of others by asking for and obtaining their consent to be photographed or videotaped, as well as for User submissions of photos or videos to the Portal. In cases where, any posts including messages, articles or images are considered to be inappropriate, such posts may be removed from the Portal by APPAB at any time and without prior notice. APPAB reserves the right to delete or remove any messages or articles posted by the User at any time without prior notice. The views or comments made in discussion boards do not reflect the views of APPAB.

APPAB reserves the right to terminate a User account at any time without prior notice should a User misuse the Portal or Services, or use the Portal or Services in an unlawful, abusive manner or any other manner that APPAB deems to be inappropriate or offensive. For the avoidance of doubt, Users are expressly prohibited from using the Portal or Services in any way that exploits or profits from the Services, including without limitation selling the Services on to third parties for any profit or commercial gain.

APPAB may make improvements or changes to the Portal or Services and/or any other Portal content at any time without notice. Users who access the Portal after these changes have been made are bound by such changes. APPAB may cease the existence of this Portal at any time on notice to Users.

References to third parties and third party products in any materials, advertising, promotions, or coupons provided to Users are for informational purposes only and constitute neither an endorsement nor a recommendation on such parties or products by APPAB. All third party product specifications and descriptions are supplied by the respective vendor or supplier, and APPAB shall have no responsibility with regard to the selection, performance, or use of these vendors or products. All understandings, agreements, or warranties, if any, take place directly between the vendors and the prospective users.

By downloading and/or using any software or tool available through Services, the User agrees to enter into and also be bound by the terms and conditions set forth in a standalone separate Panasonic Panasonic IPTV Apps Platform License Agreement. However, certain software provided by APPAB to a User through the Services may be accompanied by its own licensing terms, in which case such licensing terms will govern User’s use of the particular software and in such case the term and conditions of APPAB End User Software Agreement shall not apply.

3.Duties of the User

The User undertakes to submit true, correct, current and complete information required for registration. Any false identification or e-mail address or otherwise misleading information about User identity is strictly forbidden. Use of the Services by using User name and/or password is assumed by APPAB to be made by User and thus User is personally responsible for such use. If the information provided by User changes, the User will inform the webmaster immediately at the email address provided on the Portal. If APPAB believes that the information provided by the User is not correct, it may at its sole discretion refuse the User’s access to the Portal.

The User shall be responsible for any claim, damage or loss resulting from any negligence or unrighteous use of its user ID and password. APPAB will only be responsible where an issue arises out of a malfunction by APPAB’s system.

The User agrees to take reasonable measures and all due care to protect its password and username against misuse by third parties and should keep his/her own user ID and password confidential and should not disclose them to any third person. Where a User recognizes or suspects that his/her user ID or password is stolen and that a third person is using the User’s user ID or password, the User should inform APPAB as soon as possible and follow the APPAB procedures provided to the User at the time.

A User’s user ID cannot be changed without APPAB’s prior consent.

Access to all Services is available only to authorized Users. All registered users using this Portal must comply with these Terms and Conditions, and any applicable laws.

By using this Portal through downloading, uploading or browsing, the User agrees to not reproduce, duplicate, copy, sell, trade, exploit, transmit, modify, decrypt, disassemble, decompile, reverse engineer or republish any information for commercial use. Users may download or print one copy of any and all of the materials for personal, non-commercial and lawful use, provided they do not modify or alter the materials in any way, nor delete or change any of the materials or the intellectual property rights subsisting in them. User agrees that the Portal and benefits that might be included in the Services are available for User’s personal use only, and Users are not allowed to sell or in any other way transfer these benefits to any third parties.

Upon such submission of any User Content to the Portal, User shall grant to APPAB and its affiliates and sub licensors, a nonexclusive, royalty-free, perpetual, worldwide, irrevocable, transferable and fully sub licensable right to use, reproduce, modify, adapt, communicate to the public, make available, publish, translate, copy, create modifications of, enhancements to, derived from or based upon the User Content (“Derivative Works”), distribute, and display such content or any concept described in any media, product and/or service, without compensation unless agreed otherwise by separate agreement between APPAB and the User, restrictions on use, acknowledgment of source, accountability, or liability, and with waiver of all moral rights and rights of attribution, integrity, and identity. User further agrees that any document, to which User may have contributed, may be locked at any time by APPAB at its sole discretion after which the User can not make any modifications or alterations thereto. When other Users of the Portal access or download User Content, the User also grants to such other users a perpetual, worldwide, royalty-free and non-exclusive license to use such User Content for their personal and non-commercial use.

By submitting User Content to the Portal and using the Site, a User agrees, represents and warrants:

A. To be solely responsible for all the User Content that is uploaded onto the Portal including but not limited to certifying that they own all intellectual property rights therein;

B. That the User Content is not defamatory, illegal, offensive, abusive, libelous, threatening, pornographic, harassing, racially or ethnically offensive or otherwise unfit for publication or that encourages illegal activity, criminal offence or civil liability or any material that may conflict with applicable laws. In such an event, APPAB retains the discretion to prohibit the uploading of any such information (including choice of user ID) that it considers as being inappropriate as aforesaid and APPAB further retains the right to delete such material and to terminate a User’s access to relevant Portal content without notice or reason;

C. That if User Content contains link to content of a third party, the User shall be responsible for acquiring consent for creating such link prior to making the User Content available if, the consent is required by applicable legislation or terms of use of the linked sites;

D. The User Content submitted does not contain a virus, Trojan horse, sniffer, routines, backdoors, robots, spiders, worms, time bombs, bots, or any other harmful software code, file, program or programming routine or other contaminating or destructive features;

E. That the User shall not submit any advertisements or solicitations of business;

F. That the User Content submitted does not infringe or misappropriate any patent, copyright, trademark, trade secret or any other proprietary intellectual property rights of others;

G. That the User shall not submit any unauthorized or unsolicited bulk e-mail solicitations, chain letters, advertisements, marketing or promotional materials, junk mail, spam, pyramid schemes or any other solicitations or communications, including without limitation spamming APPAB or other users of the Portal, or use or collect other users' e-mail addresses or phone numbers, or other users' information or postings, or use the site or service to perform any data collection, extraction or mining or gain or attempt to gain unauthorized access to APPAB’s or any Portal visitor's computer system;

H. That the User shall not send any such messages through the Portal to any other user, or to APPAB that contain vulgar, abusive, or otherwise inappropriate language.

I. That the User shall not take action against APPAB in relation to User Content submitted and the User Content submitted shall not cause injury or harm to any persons or entities.

A User agrees to irrevocably indemnify APPAB and its related bodies corporate and all of its officers, directors, employees, agents, information providers, affiliates, partners and licensors from and against any and all liability, losses, costs and expenses (including legal fees) incurred by APPAB in connection with any claim by a third party arising from the a) User’s use of the Portal and any breach of the Terms; b) User’s infringement or violation of any intellectual property, other rights or privacy of a third party; c) and in particular any and all claims and damages of whatsoever nature arising from the injury or death of any person or persons and/or damage to or loss of property, arising out of or attributable, whether directly or indirectly, to the conduct, operations or performance of the User in respect of the Portal.

4.Intellectual Property Rights

All material including without limitation, text, graphics, images, photographs, logos, icons, sound recordings, videos, Derivative Works and software (“Content”) and all intellectual property on this Portal including, without limitation, trademarks, patents, copyright, design rights, know-how and processes, whether registered or not) are owned by or licensed to APPAB or its related corporate bodies and are subject to copyright. APPAB retains full ownership of any and all intellectual property rights in products in the Services and Portal Content. Any such intellectual property may be used only with APPAB’s prior written consent. Any rights not expressly granted herein are reserved.

A User must not interfere with the Content or functioning or this Portal or “mirror” or frame any Content contained on this Portal by any means. User’s access to the Portal shall not be construed as granting, by implication, estoppel or otherwise, any license or right to use any marks appearing on the site without the prior written consent of APPAB or the third party owner thereof. User agrees not to remove any copyright or other proprietary notices if the User downloads or prints any Content and not to circumvent or disable any security or other technical features that prevent or restrict the use or copying of the Content.

5.Data Protection

The personal data provided by a User will be processed by APPAB to be able to carry out the Services offered on the Portal and to keep the User informed about other similar products and Services of APPAB. If the User no longer wishes to be kept up to date about the Services and products of APPAB, the User can indicate this by modifying their details on the Portal after logging on as a User.

APPAB shall exercise commercially reasonable effort to adopt security measures that may be reasonably required in accordance with the state of technology and the conditions of the market in order to protect the information provided against any infectious code or virus and unauthorized access. Although APPAB will take reasonable steps to preserve the security of information that it receives on the Portal, no data transmission over the Internet can, however, be guaranteed as totally secure. While APPAB strives to protect information, APPAB does not warrant and cannot ensure the security of any information transmitted by a User. Accordingly, all information transmitted by a User is transmitted at the User’s own risk.

Cookies may be sent to the computer to help recognize the User’s country of residence supported by the Portal. Cookies shall not be used to process personal data other than for this purpose of convenience. It is possible for the User to set the web browser to notify the User when receiving a cookie.

6.Fees

The applicable fees for the Services are displayed on the Portal from time to time.

If you agree to pay the fee for access to the applicable Services, whether basic or premium services, such fee will be charged in accordance with the payment method you have chosen for your purchase. If you are paying by credit or debit card, by designating a card to be billed, you confirm that you are authorized to make such purchase and that you are the holder of such card (i.e. that the card is issued in your name). Fees stated on the Panasonic IPTV Apps Platform are inclusive or exclusive of VAT depending on where the User is situated. APPAB’s VAT number is SE556830140101.

User agrees that any resulting currency exchange differentials or fees charged by APPAB may be deducted from such remittances. User is responsible for any fees (e.g. wire transfer fees) charged by User’s bank or any intermediary banks between User’s bank and APPAB’s bank.

APPAB accepts a variety of different payment methods, as available on the Portal from time to time.

APPAB may change the fees for the Services from time to time. Such changed fees will take effect after the expiry of the then current paid for period (i.e. the term that you have already paid for). Your continued use of the Services after the communication of such price change to you constitutes an acceptance of such new price.

7.Subscription renewal

Your subscription to the Services is not automatically renewed at the end of each subscription term. You will be prompted for such renewal in advance of the expiration of your subscription. If you reject or do not answer APPAB’s renewal request, your subscription will not be renewed.

8.Support to Developers

If you have any questions concerning the Services, the SDK, the Intellectual Property Rights, this Agreement and other development or Customer service related questions please visit the Customer service section on the Portal.

Basic Accounts. For basic account holders, APPAB is not obliged to provide any support other than what the Portal contains. APPAB may, at its own discretion, provide support to Users holding a basic account.

Premium Accounts. For premium account holders, APPAB will provide email support or similar communication methods. The support level for Premium Accounts includes responses within 2 business days on questions from Users. APPAB shall support developers with support questions that require less than 2 hours of handling.

9.Confidentiality

The User agrees and acknowledges that all information disclosed by APPAB to the User, including, without limitation, any information, technical data or know-how relating to discoveries, ideas, inventions, concepts, software, equipment, designs, drawings, specifications, technique processes, systems, models, data, source code, object code, documentation, diagrams, flow charts, research, development, business plans or opportunities, products, projects or products under consideration, procedures, third party confidential information and information related to finances, costs, prices, suppliers, vendors, customers and employees will be considered and referred to collectively as “Confidential Information”. Confidential Information, however, does not include: (a) information that is or becomes part of the public domain without violation of this Agreement by the User; (b) information that was known to or in the possession of the User on a non-confidential basis prior to the disclosure thereof to the User by APPAB, as evidenced by written records; (c) information that was developed independently by the User, without use of or reference to the Confidential Information, as established by written evidence; or (d) information that is disclosed to the User by a third party under no obligation of confidentiality to APPAB and without violation of this Agreement by the User. The burden of proving that information may be disclosed because it does not fall within the definition of Confidential Information shall be on the User. User agrees that it shall not print, copy, adopt, modify, store, decompile, disassemble or reverse engineer/translate any items or discover the source code or trade secrets thereof that constitute Confidential Information other than as provided expressly under this Agreement. User agrees not to disclose, publish, or disseminate Confidential Information to anyone other than those individuals who have an existing Portal membership. User further agrees to prevent any unauthorized use, disclosure, publication or dissemination of Confidential Information. User agree not to use Confidential Information otherwise for its own or any third party’s benefit without the prior written approval of an authorized representative of APPAB in each instance.

User further agrees that despite any other confidentiality agreements that the User may have between User and APPAB, APPAB will not be responsible for keeping confidential any information that User provides to APPAB through the use of Services. Neither APPAB nor any of its employees accept or consider unsolicited ideas, including but not limited to ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. If despite the aforesaid request APPAB receives any such unsolicited information, the same shall not be treated by APPAB as Confidential Information.

10.Governing Law

This Portal shall be governed by the laws of Sweden without regard to conflict of law provisions. All disputes, controversies or disagreements which may arise between the parties, in relation to or in connection with the Terms, or for the breach hereof shall be finally settled by arbitration. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the Swedish Commercial Arbitration Board in Stockholm. The award rendered by the arbitrators shall be final and binding upon both parties.

11.Term and termination

This Agreement will become effective in relation to you when you have ticked the “I agree” box when creating an APPAB account and when your payment for the subscription has been processed and will remain effective until terminated by you or APPAB. You may cancel your subscription of the Services at any time by visiting the Account section on the Portal and terminate your account from there. The termination shall have effect at the expiry of the then-current subscription period that you have already paid for (e.g. one month, one quarter or a year). APPAB will not refund any remaining portion of subscription fees you have already paid for. APPAB reserves the right to terminate this Agreement or suspend your APPAB account at any time in case of unauthorized, or suspected unauthorized, use of the Services, whether in contravention of this Agreement or otherwise. If APPAB terminates this Agreement, or suspends your APPAB account for any of the reasons set out in this section, APPAB shall have no liability or responsibility to you, and APPAB will not refund any amounts that you have previously paid.

12.Privacy

You agree that APPAB has a right to collect and process your personal information in accordance with the APPAB Privacy Policy

13.Disclaimer

APPAB does not accept responsibility for any information present on the Portal that may not be complete, true and/or accurate. APPAB expressly disclaims any and all liability or responsibility arising out of or relating to any User Content or information provided by other users of the Portal. Under no circumstance is APPAB, its affiliates, officers, employees, directors or agents responsible for any direct, indirect, incidental, special, punitive, exemplary or consequential liability including, but not limited to, damages for loss of profits, revenue, goodwill, business, anticipated savings, loss of or damage to data, use, or other intangible losses for any inaccuracies or typographical errors that may occur because of the use of or inability to use the Portal even if APPAB has been advised of the possibility of such damages. Any reliance on any such information shall be at the User’s own risk. APPAB will not be liable for any damages to, or viruses, including without limitation any system damage and/or loss of data, that may affect a User’s computer or any other equipment as a result of the User’s use of, or access to, or the downloading of any material from the Portal. APPAB can not guarantee and does not warrant that the Portal shall run uninterrupted, error free.

The Portal, the information, Content and materials on the Portal, and the software made available on the Portal, are provided "As Is" without any representation or warranty, express or implied, of any kind, including, but not limited to, warranties of title, merchantability, non-infringement, availability, accuracy, reliability of the contents of these pages or fitness for any particular purpose.

Some jurisdictions do not allow exclusion of certain warranties or limitations of liability. Accordingly, the above limitations or exclusions may not apply to the User and APPAB’s liability is in such case shall be limited to the greatest extent permitted by law. The Portal is hosted by APPAB under the laws of Sweden and made available from all over the world. In the event the User accesses the Portal from other jurisdictions, the User shall solely be responsible for complying with the local laws.

14.General

APPAB has the right to change the Terms and Privacy Policy from time to time in its sole discretion. Such changes shall become effective upon posting a notification on this site and the User agrees to be bound to any and all of the changes when the User uses the Portal Services. APPAB reserves the right, in its sole discretion and with immediate effects, and without any liability, to terminate the User’s membership and access to all or any part of the Portal Services without prior notice; without limitation, APPAB may do so if the User submits User Content that is infringing or otherwise in violation of the Terms. In the event of termination, the provisions of the Terms and Privacy Policy that are intended to survive such termination shall remain unaffected including, without limitation, Clause 3 (Duties of User), Clause 4 (Intellectual property Rights), Clause 9 (Confidentiality), Clause 10 (Governing Law), Clause 13 (disclaimer), and Clause 14 (General). These terms and conditions together with the Privacy Policy and other legal notices submitted by APPAB on the Portal constitute the entire agreement between User and APPAB regarding the use of the Portal. The failure of APPAB to exercise any rights of this Agreement shall not be considered as waiver of such rights. If any provision of this Agreement is considered unlawful or void, it does not affect the validity and enforceability of other provisions of this Agreement. A failure of APPAB to insist upon the performance of one or more of the terms of these terms and conditions and Privacy Policy shall not be deemed to be a waiver of its rights to enforce such terms, or of any rights or remedies APPAB may have in subsequent similar situations. It is User’s responsibility to review the terms and conditions and Privacy Policy regularly to ensure that User is up to date as to any changes in the terms and conditions and Privacy Policy.

 

The APPAB Privacy policy

APPAB will request some information from you and automatically collect information about your use of the “Portal” and “Services” (both as defined in the Terms and Conditions of Use). Further, APPAB will request information from other third party services if such services are activated via APPAB. This policy (the “APPAB Privacy Policy”) describes what personal information we may collect from you and what we will and will not do with that information.

1.How we collect and use personal information

When you sign up for the “Portal” account or purchase the “Services” available on the Portal, APPAB may ask you for certain personal information such as email address, postal address, age, gender and residence. In addition, when you use the Portal or the Services, APPAB will automatically receive information about your use of the Portal or the Services, including personal information such as media that you access, queries you make, date and time of your request, your Internet protocol address, your browser type, language and identifying information and your operating system.

APPAB will use your personal information (i) to provide the products and services that you have purchased or requested (including the display of customized content and advertising), (ii) to communicate with you concerning your account and customer service issues. (iii) to personalize and improve the Portal and Services, (iv) to ensure the technical functioning of the Portal and Services, (v) to develop new Services, and (vi) to protect the copyright-protected content of the Portal (e.g. by limiting access to the Portal and Services to users with a Portal account).

2.Sharing information with others

Unless you give us your explicit approval in advance we will only share your personal information as is necessary to:

  1. Provide you with the Services that you have purchased or requested. Enforce the terms and conditions of the Panasonic IPTV Apps Platform.
  2. Comply with laws and regulations or respond to litigation.
  3. Allow for a change of ownership of APPAB (including but not limited to an acquisition by or merger with another company) and related transfer of all personal information to the new owner in which case any information remains protected in accordance with this APPAB Privacy Policy.
  4. Allow APPAB to use a third party to perform surveys measuring your experiences and use of our services (not permitting the third party to use your personal information for any other purpose).
  5. Allow APPAB to share aggregated statistics about use of the Portal and Services with our business partners. APPAB will not, however, share personally identifying information with these partners or any third parties, except under the narrow circumstances described above.

In some cases, access to certain Services may require you to provide your personal information to a third party, such as APPAB’s business partners or APPAB Payment Processor. In such cases, this will be stated during the registration process, in the terms of use or in a similar manner. The third party’s use of such information is governed by that party’s privacy policy, and APPAB’s use is governed by this APPAB’s Privacy Policy. Please visit the privacy policy of our business partners’ to make sure that you understand how they use the personal information you provide to them. If you do not wish for such use of your personal data taking place, you should not register for the applicable Portal or Services.

3.Transfer of personal information to other countries

APPAB processes personal information on servers in a number of countries. APPAB may therefore transfer and process your personal information on a server outside your country. However, we will always do so in accordance with this APPAB Privacy Policy and applicable law.

4.Security

APPAB takes a number of steps to keep your personal information secure from unauthorized access. For example, we ask you to use a unique and strong password and not to share this information with anyone. Further, we respect and comply with EU legislation on data protection.

5.Links

APPAB may include links to sites on Internet that are owned or operated by third parties. If a User chooses to visit such sites, the User agrees to review and accept such sites’ rules of use prior to such visit. The User acknowledges and agrees that its access to third party sites shall be at its own risk. APPAB does not assume any responsibility of whatsoever nature for material created or published by such third party sites. By providing a link to third party sites APPAB does not imply that APPAB endorses the site or the products or services referenced in such third party sites.

6.Cookies

We may also store information about you using cookies (files which are sent by us to your computer or other access device) that we can access when you visit the Portal in future. We do this to help improve the user experience of the Portal.

If you want to delete any cookies that are already on your computer, please refer to the instructions for your file management software to locate the file or directory that stores cookies.

Please note that by deleting our cookies or disabling future cookies you may not be able to access certain areas or features of our site.

7.Changes to this APPAB Privacy Policy

APPAB reserves the right to make changes to this APPAB Privacy Policy. If we make any material changes to this policy we will notify you by posting the new version of the policy on the Portal. It is your own responsibility to check the Portal for such postings from time to time.

Please note that by accepting the Panasonic's IPTV Apps Platform Terms & Conditions or by using the Portal or the Services, you consent to the collection and processing of your personal information as described in this APPAB Privacy Policy. As mentioned above, we will notify you if we make any material changes to this APPAB Privacy Policy by posting the new version of the policy on the Portal. Your continued use of the Portal or the Services following the posting of changes to this APPAB Privacy Policy will constitute an acceptance of such changes.

8.English version prevails

In the event that this APPAB Privacy Policy is translated into other languages and there is a discrepancy between the two language versions, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation.

 

PANASONIC IPTV APPS PLATFORM LICENSE AGREEMENT

 

This PANASONIC IPTV APPS PLATFORM LICENSE AGREEMENT is made and entered into by and among the parties agreed the terms and conditions under this Agreement by selecting “I Agree” by you (“Licensee”) Licensee and Panasonic Corporation (“Panasonic”) are collectively referred to as the “Parties”, and each as a “Party”.

Please read the following license agreement terms and conditions carefully before downloading or using Panasonic Materials. These terms and conditions constitute a legal agreement between Licensee and Panasonic.

In order to use any materials provided to Licensee under this Agreement, including Panasonic API and Panasonic Sample Code, Licensee has to agree all the terms and conditions under this Agreement.  

Licensee would like to use the Panasonic Materials, including Panasonic API (defined below) and/or Panasonic Sample Code (defined below), for development and distribution of  Licensee Applications,

Licensee and Panasonic each desire to enable the Users to access the Licensee Applications through Devices.

In consideration of the foregoing, the mutual covenants and promises herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1. DEFINITIONS

Capitalized terms will have the meaning as set forth below:

“Affiliate” means, with respect to either Party, any corporation or other legally recognized entity that, directly or indirectly, controls, is under common control with, or is controlled by such Party, for so long as such control exists. For purposes of the foregoing, “control” means holding ownership of more than fifty percent (50%) of voting stock or other ownership interest entitled to elect a board of directors or comparable managing authority.   

“Agreement” means this Panasonic IPTV Apps Platform License Agreement, its attached exhibits, any schedules or attachments referred to therein, and any amendments thereto.

“Devices” means any devices made by or for Panasonic, including, but not limited to, television, optical disc player/recorder and other IP enabled AV products that are capable of facilitating access by a User to Licensee Applications through a connection to the User’s Internet service.

“Effective Date” means the date when Licensee selects the “I Agree” to show the Licensee’s intention to agree with the terms and conditions hereunder.

“Panasonic IPTV Apps Platform Developer Portal” means the website which Accedo Partner Program AB (“Accedo”) operates for the purpose of supporting the Licensee to develop the Licensee Application.

“Licensee Application” means the form, architecture, structure and technology (including software and the Licensee APIs) created by or for Licensee which enables the Users to access Licensee Applications.

“Licensee Application Identifier” means a listing of Licensee Applications in the Panasonic GUI, designated by a graphical Licensee Trademark and a separate textual string, through which the Users may access Licensee Applications.

“Licensee Trademarks” means any and all trademarks, service marks, or logos which are used in connection with Licensee Application.

“Intellectual Property Right” means any patent, copyright, trademark, service mark, or trade secret right and any other intellectual property or proprietary right in any jurisdiction, including any and all applications, registrations and rights of registration, reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions with respect thereto, and any causes of action related to any violation, infringement or misappropriation thereof.

“Panasonic APIs” means the application programming interface definition provided by Panasonic to Licensee, including any modifications thereto, which enables the implementation of Licensee Application to deliver Licensee Applications.  

“Panasonic GUI” means a menu displayed on a screen by using the Device, including any modifications thereto, as the primary means by which the customer can access device features (e.g. Panasonic IPTV Apps Market).

“Panasonic Materials” means all Panasonic branding, software and solutions which are provided to Licensee as part of the Licensee Applications, including Panasonic APIs, Panasonic Sample Code and any other software development kits.  

“Panasonic Sample Code” means any sample source code created by or for Panasonic, including any modifications thereto, which enables the implementation of Licensee Application to deliver Licensee Applications.

“Term” has the meaning set forth in Section 10.1.

“User” means any person who accesses or attempts to access Licensee Applications.

“Panasonic IPTV Apps Platform” means functions of the Device to access the online content service including Licensee Applications through internet protocol.

2. DEVELOPMENT BY LICENSEE

2.1 Provision of Panasonic Materials Licensee agrees and acknowledges that Panasonic Materials shall be provided and licensed by Panasonic in accordance with this Agreement, provided, however, that Licensee shall execute the necessary agreement (“Accedo Agreement”) with Accedo. Moreover, Licensee shall continue to execute such Accedo Agreement during the Term. 

2.2 Licensee Development.  Licensee shall, at its own costs and expenses, develop one or more Licensee Applications by using Panasonic Materials, including Panasonic APIs and Panasonic Sample Code, and host and maintain the Licensee servers so that the Users can access Licensee Applications. Licensee shall make Licensee Application available through Devices.

2.3 Panasonic Acceptance. Licensee shall obtain prior written acceptance and confirmation by Panasonic for the launch of Licensee Applications. The procedure of such acceptance and confirmation shall be as follows; (i) Licensee shall provide metadata of Licensee Application (including URL of Licensee Application), (ii) Panasonic will review Licensee Applications and determine, in its sole discretion, whether Panasonic will make such Application accessible from Users or not (iii) any other procedure designated by Panasonic. For the avoidance of doubt, Licensee agrees that Panasonic shall not be obliged to distribute Licensee Applications on Devices after such acceptance or confirmation.

2.4 Licensee Application.  Licensee shall be responsible, at its own costs and expenses, for selecting, hosting, delivering, managing, Licensee Applications. Licensee shall comply with all applicable laws and regulations, including those where Licensee Applications may be delivered, and shall also comply with the content policy attached hereto as Exhibit A. Licensee shall agree and acknowledge that (i) such Licensee Applications must not contain any malware, harmful code, program or other internal component (e.g. computer viruses, Trojan horses) which could damage, destroy, or adversely affect other software, firmware, hardware or services, (ii) Developer shall not include any other content without permission of the owner of such content, (iii) Licensee Application shall not disable or hack any secure functionality of Devices, (iv) Licensee Application may only use Panasonic APIs for the sole purpose of developing one or more Licensee Application to be made available on Panasonic IPTV Apps Platform (for the avoidance of doubt, Licensee may not use Panasonic APIs for any other purpose other than developing Licensee Application), (v) Licensee Applications shall comply with any applicable laws (vi) Licensee Applications shall not violate any legal rights of third parties, (vii) Licensee Applications shall not disable or interfere with any system alerts, panels, or warnings implemented by Panasonic (viii) in the event Licensee Applications include any FOSS (free and open source software), Licensee shall comply with all applicable FOSS licensing terms and (ix) Licensee shall include the Licensee’s contact information, including but not limited to Licensee’s URL or e-mail address, which enables Panasonic to contact with Licensee directly. Further, Licensee shall immediately notify to Panasonic in writing in the event Licensee Applications and/or Licensee servers does not work for whatever reason.

2.5 Change to Licensee Applications by Licensee. In the event Licensee makes a material change or modification to Licensee Applications, including, but not limited to the change or the modification which may have effect on the accessibility or the functionality of the Licensee Applications on the Devices, Licensee shall, through the Panasonic IPTV Apps Platform, submit the necessary information required by Panasonic and shall also obtain prior written acceptance or confirmation by Panasonic, so that Panasonic verifies the results of such proposed change or modification.

2.6 License Grant. During the Term of this Agreement, Licensee hereby grants to Panasonic and its Affiliates a limited, worldwide, non-exclusive, non- transferable, royalty-free license to Application for the purpose of evaluating Licensee Application.

2.7 Intentionally Omitted

2.8 Revenue Fee.  Licensee shall pay to Panasonic (i) until July 31, 2015, thirty percent (30%) of Revenue Share with respect to all of the Licensee Application, and (ii) on and after August 1, 2015, the percent designated in the Revenue Share Ratio of Revenue Share with respect to each App Category of the Licensee Application on a calendar quarter basis. Licensee shall provide to Panasonic a monthly report describing calculation of Revenue Share for applicable month and Licensee shall pay such Revenue Share in the ways designated by Panasonic separately. Panasonic and/or its audit representative(s) may audit, examine and copy all Licensee’s records and/or systems with respect to the above Revenue Share to examine Licensee’s compliance with the terms and conditions of this Agreement. Any such audits may be conducted on an annual basis during Licensee’s normal business hours upon not less than five (5) days prior written notice to Licensee. Licensee shall keep full, complete, clear and accurate records with respect to the above Revenue Share for a period beginning with the then-current calendar year and going back three (3) years. For the purpose of this Agreement, “Revenue Share” means all revenue received by Licensee with respect to Licensee Application distributed to Users through Devices.

Revenue Share Ratio.

App Category

Payment Type

Business Model

Revenue Share Ratio

tVoD / transactional Content (non-Adult)

In-App Payments for Content

Revenue share per content item sold

10%

sVoD / subscribed Content (non-Adult)

In-App Payments for Subscriptions

Revenue share on the monthly subscription fee, for the lifetime of the subscription. Applicable for new subscriptions registered via the Devices

10%

E-commerce / physical goods/services

In-App Payments for goods/services

Revenue share per item sold

8%

aVoD / ad sponsored content

Rate-card payments by advertisers

Revenue share on the advertizing turnover within the Licensee Application

15%

 

3. DEVELOPMENT BY PANASONIC

3.1 Panasonic Development. Licensee agrees and acknowledges that Panasonic, at its sole discretion and at its costs and expenses, develops and hosts the Panasonic GUI which enables the Users to access Licensee Applications after the acceptance of Licensee Applications in accordance with Section 2.2. . Notwithstanding the foregoing, Panasonic shall not be responsible for Licensee Application Identifier on the Panasonic GUI. Further, Licensee agrees and acknowledges that Panasonic, at its sole discretion and its costs and expenses, place the icon of Licensee Applications without any restrictions.

3.2 Change by Panasonic. Licensee agrees and acknowledges that Panasonic may, at its sole discretion, make changes or modifications to the Panasonic GUI, Panasonic API, and Panasonic Sample Code.

 

4. MODIFICATION TO THIS AGREEMENT

Panasonic has the right to modify, add or remove any terms and conditions under this Agreement at any time for any reasons. Further, such modification, addition or removal to this Agreement shall be deemed to be agreed by Licensee if Licensee continues to use the Panasonic Materials after such modification, addition or removal.

 

5. SUSPENSION OF THE LICENSEE APPLICATIONS

Notwithstanding the foregoing Section 3 of this Agreement, at any time, Panasonic may suspend the Panasonic IPTV Apps Platform or Licensee Applications in case that (i) any system failures of the Panasonic IPTV Apps Platform or Licensee Applications occur at a high level, (ii) Panasonic or Licensee conducts the scheduled system maintenance on the Panasonic IPTV Apps Platform or Licensee Applications, (iii) there occurs any problems in relation to Licensee Applications including but not limited to any receipt of claim by the third party for inappropriate content or for infringement of the third party’s rights (iv) Accedo Agreement between Licensee and Accedo terminates or expiration for what reasons and (v) Licensee submits to unpublished Licensee Application by the ways designated by Panasonic, provided, however, that the foregoing suspension shall not be deemed to relieve Licensee of its indemnification obligations under Section 10 with respect to any Licensee Applications.

 

6. CERTAIN LICENSE GRANTS

During the term of this Agreement, Panasonic hereby grants to Licensee and its Affiliates, for so long as Licensee Applications is available to the Users hereunder, a limited, non-exclusive, non-transferable (subject to Licensee’s rights under Section 14.2), license  to the Panasonic Materials, including Panasonic APIs and the Panasonic Sample Code, solely to the extent necessary for Licensee to develop and deploy Licensee Contend and/or Licensee Applications and deliver Licensee Applications to the Users and solely for such purposes. For the avoidance of doubt, the Licensee hereby acknowledges and agrees that (a) Panasonic retains all right, title and interest in and to the Panasonic Materials, including Panasonic APIs and the Panasonic Sample Code, (b) excepted as expressly stated in this Agreement, no license or right to Panasonic Intellectual Property Right is granted to the Licensee, and (c)Licensee shall not use Panasonic Materials, including Panasonic APIs and the Panasonic Sample Code, for the purpose of infringement analysis.

Licensee may not use Panasonic Materials for any purposes not expressly permitted in this Agreement.

Further, Licensee shall not (i) remove any notice, including that of intellectual property rights from the Panasonic Materials and (ii) sell or transfer Panasonic Materials to any third parties.

7. PROMOTIONAL MATERIALS, DEMONSTRATION RIGHTS AND TRADEMARKS

7.1 Promotional Materials.  Licensee shall not issue a press release, market, promote or make any public statement concerning this Agreement or its terms, or the relationship between Licensee and Panasonic hereunder, without the prior written approval of Panasonic. 

7.2 Use of Licensee Trademarks. Subject to the terms and conditions of this Agreement, Licensee grants to Panasonic a worldwide, non-exclusive, non-transferable (subject to Panasonic’s rights under Section 14.2), limited license to (a)display Licensee Trademarks on Panasonic GUI as part of Licensee Application Identifier and (b)use, reproduce and display Licensee Trademark and/or Licensee Application Identifier for the limited purpose of mentioning or advertising that Licensee Applications is available to Users through Devices. Notwithstanding the foregoing, nothing in this Agreement will be construed as restricting Panasonic from using any Licensee Trademarks in a manner permitted under applicable law without a license from Licensee (e.g., fair use or referential use) or subject to a valid license.

7.3 Conditions on Use of Licensee Trademarks.  Subject to Panasonic’s rights to use Licensee Trademarks during the Sell-Off Period as set forth in Section 10.5 of this Agreement, upon the expiration or termination of this Agreement, Panasonic will cease use of Licensee Trademarks. Notwithstanding the foregoing, Licensee acknowledges and agrees that Panasonic may use the Company Trademarks for the limited purpose of publicizing that the Licensee Applications will no longer be available on Panasonic IPTV Apps platform after the expiration or termination date of this Agreement.

7.4 Maintenance of Licensee Trademarks.  Licensee, during the terms of this Agreement, shall maintain and renew Licensee Trademarks registered for patent office or corresponding authorities (“Registered Trademarks”) in force. If Licensee does not have Registered Trademarks, Licensee makes a reasonable effort to register Company Trademarks. 

8. CONFIDENTIALITY

8.1 Confidential Information. For the purpose of this Agreement, "Confidential Information" shall mean Panasonic Materials, Panasonic API, Panasonic Sample Code and/or other correspondence, drawings, instructions, model processes, papers, photographs, procedures, reports, products, samples, software, specifications and any other technical or commercial information, data and documents of any kind, which are provided by Panasonic and/or Accedo under this Agreement.

8.2 Confidentiality. Licensee shall keep the Confidential Information in confidence and shall use the same degree of care in keeping the same in confidence as it uses for its own confidential information of a similar nature.

8.3 Exception. Notwithstanding the provisions of this Article the following information will not be deemed Confidential Information: (a) information which is generally known or available at the time of disclosure or becomes generally known or available after the disclosure without the receiving Party's breach of a confidential obligation under this Agreement; (b) information already owned by the receiving Party at the time of disclosure; (c) information which is developed by the receiving Party independently of any disclosure from the disclosing Party; (d) information which is lawfully obtained from a third party without any obligation of confidentiality to the disclosing Party; and/or (e) information the disclosure of which is required by the law or pursuant to judicial order or a governmental agency; provided that the Party so required shall promptly notify the other Party of the proposed disclosure and give the other Party the opportunity to seek relief and further that such disclosure, if made, shall be made in a manner to obtain the maximum protection.

8.4 Disclosure. Licensee may disclose the Confidential Information only to its or its Affiliates’ employees who need to know it for the purpose of this Agreement unless otherwise expressly agreed upon in writing and shall inform such employees of such limitations, duties and obligations regarding use and disclosure of such Confidential Information as imposed by this Section 8.

8.5 Return and Destroy. Upon the termination of this Agreement, Licensee shall return any and all of the Confidential Information, or destroy such Confidential Information and provide Panasonic with certificate stating that such Confidential Information has been destroyed.

8.6 Licensee Application.  Notwithstanding the foregoing, Licensee Applications shall not be deemed as Confidential Information of Licensee.

8.7 Private Information of end users.  Licensee shall protect any private information of Users.

9. AFFILIATES

Panasonic may elect to have any of its Affiliates or subcontractors exercise all rights under this Agreement.

10. TERM AND TERMINATION

10.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect for one-year (the “Initial Term”), and after the Initial Term, this Agreement will be automatically renewed for successive additional one-year periods (each, an “Extension Term”) “Term” shall collectively refer the Initial Term and any Renewal Term(s).

10.2 Discussion for termination. Upon the written notice to Panasonic by Licensee no later than ninety (90) days’ prior to the anticipated termination, Panasonic shall discuss in good faith with Licensee in case there are any reasonable grounds where Licensee cannot continue delivering Licensee Applications.

10.3 Termination.

 (i) Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party;

a. has a receiver or similar party appointed for its property, becomes in solvent, acknowledges its insolvency in any manner, ceased to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy;

b. engages in any unlawful business practice related to that Party’s performance under the Agreement;

c. breaches any of its obligations under the Agreement in any material respect, which breach is not remedied within thirty(30) days following written notice to the breaching Party (or sooner as otherwise provided in this Agreement).

(ii) Panasonic may, at its sole discretion, terminate this Agreement upon the written notice to Licensee with or without any reason.

10.4 Effect of Termination; Survival. Except as otherwise provided hereunder, upon the expiration or termination of this Agreement, all rights and licenses granted hereunder will terminate immediately.  Notwithstanding the foregoing, any rights and obligations of the Parties set forth herein concerning definition, conditions on use of Licensee Trademarks, indemnification, confidentiality, Affiliate (set forth in Section 8), ownership, restrictions on use of Intellectual Property Rights, warranties and disclaimers, limitation of liability, and choice of law and venue will remain in full force and effect notwithstanding the expiration or termination of this Agreement.  Panasonic shall not be liable to Company for any damages resulting from termination or expiration of this Agreement as permitted under Section 10.3(ii).

10.5 Sell Off Rights.  Notwithstanding the provisions of Section 10.4 above, for a period not to exceed two hundred and forty (240) days following expiration or termination of this Agreement (“Sell-Off Period”), Panasonic shall have the right to use Licensee Trademarks  in connection with the distribution of all the Devices and/or  marketing materials (i.e., packaging and product manuals) in the stream of commerce (i.e., already manufactured) as of the date of expiration or termination of the Agreement ; provided, however, that Panasonic shall use commercially reasonable efforts to reduce the duration of the Sell-Off Period to the maximum extent practicable. For the avoidance of doubt, Panasonic will have no obligation to recall such Devices or marketing materials distributed by or on behalf of Panasonic before the last day of Sell-Off Period.

 

11. WARRANTIES AND DISCLAIMERS

11.1 Warranties.  Each Party warrants to the other Party that it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder. Licensee warrants that it shall comply with the terms and conditions under this Agreement and it shall not be less than legal age. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, PANASONIC AND ITS AFFILIATES PROVIDE THE PANASONIC MATERIALS ON AS IS BASIS AND MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE PANASONIC MATERIALS, DEVICES, PANASONIC SERVERS AND Panasonic IPTV Apps PLATFORM, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

12. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL PANASONIC OR ITS AFFILIATES BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF PANASONIC WAS OR SHOULD HAVE BEEN AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, DAMAGES FOR LOST DATA, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS OPPORTUNITIES, OR LOST BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOTLIMITED TO CONTRACT OR TORT (INCLUDING PRODUCT LIABILITY AND NEGLIGENCE).

13. INDEMNIFICATION

To the maximum extent permitted by law, Licensee  shall agree to defend, indemnify, and hold harmless Panasonic, its Affiliates and their respective officers, directors employees, and agents (collectively, the “Panasonic Indemnified Parties”) from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from  (a) any Licensee’s breach of this Agreement; or (b) any Licensee Application or Licensee Application Identifier or Licensee Trademarks , that infringes any Intellectual Property Right or defames any person or violates their rights of publicity or privacy; (c) Licensee’s engagement or Licensee’s encouragement for others’ engagement, in any fraudulent, improper, unlawful or dishonest act relating to this Agreement including but not limited to embezzlement alteration or falsification of documents theft inappropriate use of computer system bribery or other misrepresentation of fact. 

14. MISCELLANEOUS

14.1 Assignment. Except as expressly provided herein, Licensee shall not assign the Agreement or any right, interest or benefit or delegate any of its obligations under the Agreement without the prior written consent of Panasonic.   Any attempted assignment in violation of the foregoing will be null and void. 

14.2 No Waiver. The waiver of any breach of, or default under, or the failure to enforce any provision of this Agreement must be in writing and will not be deemed as a waiver of any subsequent breach or default.

14.3 Force Majeure.  Neither Party hereto will be liable to the other for default in the performance of any of the terms and provisions of this Agreement by such Party if caused by fire, strikes, labor disputes, civil disturbances, riot, war, terrorism, Acts of God, ordinances, laws or government action, or other similar contingency beyond the reasonable control of such Party (a “Force Majeure Event”).

14.4 Construction; Severability. In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the Parties to the Agreement: (i) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and, (ii) the remaining terms, provisions, covenants and restrictions of the Agreement will remain in full force and effect.  This Agreement will not be construed for or against either Party by reason of any presumption of preparation by such Party.

14.5 Entire Agreement and Amendments. This Agreement, together with the attached Exhibits, constitutes the complete and exclusive agreement of the Parties on the subject matter set forth herein, and supersedes any and all prior and/or contemporaneous agreements, whether oral or in writing, with respect to such subject matter.  All modifications or amendments to the Agreement will not be valid unless set forth in a written instrument signed by the Party subject to enforcement thereof.

14.6 Governing Law.  It is the intention of the Parties that this Agreement shall be governed exclusively by the laws of Japan.  The Parties agree that all disputes, controversies and claims arising hereunder shall be finally settled by arbitration in accordance with the Rules of Japan Commercial Arbitration Association, in Osaka, Japan. The arbitration shall be initiated by either Party giving thirty (30) days’ notice in writing to the other Party. Thereupon, a board of three (3) arbitrators shall be appointed, one of whom shall be chosen by Licensee, one by Panasonic, and a third appointed by the two (2) so chosen. The judgment on the award rendered by the arbitrators shall be final and binding upon the Parties and may be entered in any court having jurisdiction thereof.

14.7 Export Control. Licensee shall comply with all laws, rules and regulations applicable to the export of the Panasonic Materials and/or Licensee Applications, and shall not export or re-export such Panasonic Materials and/or Licensee Applications without any applicable approval or license required under such laws, rules and regulations. Licensee covenants that any things, including Panasonic Materials, received from Panasonic will not be used, directly or indirectly, for the Military Purposes (defined below). For the purpose of this Agreement, “Military Purposes” means the design, development, manufacture or use of any weapons, including, without limitation, nuclear weapons, chemical weapons, biological weapons and missiles.

14.8 Independent Contractors. The Parties to the Agreement are independent contractors.  Neither Party is an agent, representative or partner of the other Party.  Neither Party will have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party.  The Agreement will not be interpreted or construed to create an association, agency, joint venture, fiduciary relationship or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

14.9 Compliance with Laws. Licensee agrees to make any changes and take such other actions as may be necessary in order to maintain compliance with applicable laws or regulations relating to their obligations under this Agreement.

14.10 Counterparts; Headings. This Agreement may be executed in counterparts, including facsimile counterparts. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

14.11 Language. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the Parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

 

 

EXHIBIT A

Panasonic Content Policy

Panasonic may suspend the licensee application on the Panasonic IPTV Apps Platform in relation to the following content provided by Licensee:

1. any illegal or unlawful content (including money laundering)

2. any inappropriate content (including drugs, alcohol, tobacco firearms and explosives)

3. any obscene content (including sexually explicit pictures or any materials/ products whose primary purposes is to cause sexual arousal, sexually explicit pictures or any materials/products that involves children, photos videos or animated depiction showing nudity in women or men for non-scientific or non-artistic purposes)

4. any gambling content (including gambling where money is exchanged)

5. any offensive or defamatory content or materials of any kind

6. any content which interfere with the functioning of any devices, networks or services of any third party or which violate or infringe any third party intellectual property or proprietary rights

7. any content or materials that in Panasonic’s reasonable judgement may be found objectionable by Users

8. any revenue-generating hyperlinks to sites that violate any part of above