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