AppGallery Joint Operations Service Agreement

The following terms and conditions (hereinafter referred to as this “Agreement”) is a legally binding agreement and constitute a supplementary agreement to the HUAWEI Developer Merchant Service Agreement which is a supplementary agreement to the HUAWEI Developer Service Agreement between You and HUAWEI and establishes Your legal responsibilities and rights when You use AppGallery Joint Operations Services provided by HUAWEI.(Hereafter HUAWEI Developer Merchant Service Agreement, HUAWEI Developer Service Agreement and HUAWEI AppGallery Connect Service Agreement collectively referred to as “Original Agreement”） By clicking “I agree” button at the bottom of this Agreement or using any service under this Agreement, You are deemed to fully understand and accept the terms of this Agreement, Original Agreement from that date of such acceptance or use (“Effective Date”).

Your use of any of the Services under this Agreement will be deemed as Your full understanding and acceptance of the terms of this Agreement. This Agreement takes effect immediately on Effective Date. In case any terms of this Agreement conflict with the terms of the Original Agreement, the terms of this Agreement shall prevail only to the extent of issues in related with AppGallery Joint Operations Services.

This Agreement constitutes a legally binding agreement between You and HUAWEI.

1 Definitions

Capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the Original Agreement. The following terms shall have the following meanings when used in this Agreement:

1.1 “AppGallery” or “AppGallery Platform” is a Platform that gathers developers and displays Apps and Digital Content and from which Users can get, license or purchase Apps, including HUAWEI AppGallery, HUAWEI Game Center, and HUAWEI Edu Center.

1.2 “Developer” or “You” refers to an individual, legal entity, or other organization that has been authorized by HUAWEI to use the Services to provide Apps to Users.

1.3 “App” refers to applications or services released, licensed and/or sold on AppGallery. App categories include but are not limited to games, media and entertainment, tools, communication, education, books and references, photography, food and drink, travel and navigation, travel and accommodation, shopping, business, kids, finance, sports and health, lifestyle and convenience, cars, and personalized themes.

1.4 “Joint Operations Services” refers to the cooperation and activities of HUAWEI and Developer respectively, to make available Paid Apps, In-App Purchases, and Digital Content via AppGallery. The activities of HUAWEI include services such as providing access via the AppGallery Platform, data reporting, event operations and user operations. Joint operations services’ cooperation includes but is not limited to Paid Apps, In-App Purchase, and Digital Content Purchase.

1.5 “Paid Apps” refers to Apps that can only be downloaded and installed by Users after payment.

1.6 “In-App Purchase” or “IAP” refers to digital content, advanced features, or other value-added services purchased by Users during the use of an installed App. Payments are made by Users within the App (“IAP Function”).

1.7 “Payment and Subscription Service”: a service HUAWEI provided to Developer which enables Developer sets subscription rules of User subscription and charge Users in accordance with such rules through IAP Function.

1.8 “Product Management System (PMS)” refers to the system for managing global sales prices for AppGallery Apps (including but not limited to content and services purchased In-App and Paid Apps). Product prices in PMS are presented in the form of Price Bands.

1.9 “Auto Recharge”: an automatic charge service to charge certain payments from User’s account according to charge instructions upon User’s payment authorization.

1.10 "Digital Content" refers to information content distributed based on digital format switching by Developers on the AppGallery Platform. Combining digital technologies and cultural creatives, it is the product or service that integrates images, texts, and movies by digital technologies.

1.11 "Digital Content Purchase" refers to information content that Users purchase on the AppGallery Platform.

2 Pricing and Payment

2.1 This Agreement shall apply and be binding on You if You decide to offer Paid Apps in the AppGallery or offer Apps which include the functionality for In-App Purchases or Digital Content Purchases.

2.2 You can select the Price for Apps that You develop and for In-App Purchases and Digital Content Purchases at Your sole discretion from the list of Price Bands provided by HUAWEI through PMS. Your chosen Price shall apply in all countries/regions You elect to sell Your Products.

2.3 HUAWEI reserves the right to update the global Price Bands in the Product Management System from time to time, and will give Developers 30 days’ prior notice by email or through this Website. You may need to adjust the Price of Your Paid Apps or In-App Purchases, or select a new Price Band from the updated Price Bands in PMS before the new Price Band comes into effect.

2.4 HUAWEI reserves the right to modify the ratio of HUAWEI Share to Developer Share, and will notify You of any such modifications 30 days prior to the modification taking effect via email and prompt You through this Website.

2.5 All payment channels (as set out in Exhibit B to this Agreement, including phone credit payment) are enabled by default when You choose to provide Users with Paid Apps, In-App Purchases, and Digital Content Purchases.

2.6 IAP and Digital Content Purchase and Payment and Subscription Service facilitate You to manage Your user subscription relationship. You may also configure the price and billing period in Product Management System (PMS). You may grant consent via applicable interface with Users and maintain a subscription relationship by recording subscription period, amount, deduction time and so on via PMS. By using Payment and Subscription Service, You may set rules for User subscription relationship which facilitates You to initiate a charge to User. When You use the Payment and Subscription Service, You must follow all applicable laws and ensure any deduction of fee is in strict accordance with User’s authorization and instruction. You understand HUAWEI is only offering You such a service and not involved in any parts of Users’ transactions. You undertake to be liable for any losses, liabilities, penalties and so on arising from Your use of the Payment and Subscription Service and You will hold Huawei harmless from any disputes or litigations in this regard. You understand Huawei may take all necessary measures to ensure Users’ security on payment and subscription, and these measures include but not limited to closing Your payment service without notifying You.

3 Taxation

3.1 Indirect Taxes

(a) For In-App Purchases, Paid Apps, and Digital Content Purchases, value added tax (“VAT”), Goods and Services Tax (“GST”), or other applicable indirect taxes and surcharges (hereinafter referred to as “Indirect Taxes”) will be deducted and remitted by HUAWEI in accordance with Exhibit C unless HUAWEI determines that the Indirect Taxes are liable to be paid by the operator when the User makes the payment using phone credit.

(b) Any payment made by HUAWEI to You is VAT inclusive. If local law requires that any payment made by HUAWEI to You is subject to local withholding VAT and surcharges, HUAWEI will deduct such amount from the payment to You. If HUAWEI believes that such tax is due, HUAWEI will withhold the full amount and pay to the relevant authorities.

3.2 Direct Taxes

(a) User withholding tax (“User WHT”): If any amount of the Price is subject to a withholding tax or similar tax, then the economic effect of such tax shall be borne by HUAWEI. Notwithstanding the foregoing, HUAWEI reserves the right to deduct such User WHT from the Price when calculating the Remittance Value (as defined below).

(b) If local law requires that any payment made by HUAWEI to You is subject to withholding tax (“WHT”) and relevant surcharges, the full amount of that WHT and relevant surcharges shall be borne by You. If HUAWEI believes that such tax is due, HUAWEI will pay the full amount to the relevant authorities. HUAWEI will pay a reduced amount of WHT (if relevant under an applicable income tax treaty or for some other reason) under that income tax treaty or in accordance with local law only if You provide to HUAWEI (in sufficient time to take advantage of such reduced WHT) such information and documents as are required to demonstrate and establish Your entitlement to the reduced rate prior to HUAWEI paying WHT to the authorities]. HUAWEI will provide to You confirmation of WHT paid over to the relevant tax authorities on Your behalf (which may include WHT certificates if appropriate or available) should You request this information.

3.3 In addition to Indirect Taxes and WHT, all income tax, operating tax, business tax, property tax, and any other taxes relating to Your business income shall be borne by You. Please refer to Exhibit C for additional taxation details.

4 Settlement

4.1 You shall submit a legal and valid email address for correspondence in relation to Merchant Services and Joint Operations Services. Any content in the emails sent from this email address shall be deemed to have been issued by You and with Your authorization.

4.2 Settlement of each sale of Your In-App Purchases, Paid Apps, or Digital Content Purchases on the AppGallery Platform shall be calculated on the following basis:

Notes:

(1) Channel Deduction: the applicable channel deduction is a percentage rate of the Price and will depend on the payment method selected by the User in the region; seeExhibit Bfor current applicable Channel Deduction (“Channel Deduction”).

(2) Where VAT, WHT or other Taxes apply by law to the payment of the RSRA Balance proposed to be made by HUAWEI to You, such Taxes will be deducted prior to any payment to You.

(3) Coupon: all coupons redeemed by Users shall NOT be deducted from the Price. If You confirm in writing (including but not limited email) that You agree to participate in a coupon promotion for which You shall bear part or all of the costs of such coupon promotion, the coupons redeemed by Users in such coupon promotion will be deducted prior to any payment to You.

4.3 Below are the details of HUAWEI’s and Your share to be applied to the RSRA for In-App Purchases,Paid Apps, and Digital Content Purchases:

(Standard ratios are listed in above table. Non-standard ratios are determined by specific agreements signed between HUAWEI and developers separately. Developers shall access Joint Operations Service before they distribute various types of Paid Apps and IAP Apps on HUAWEI Vision and Honor Vision AppGallery. Starting from the release time of Apps till December 31, 2019, for Paid Apps and IAP Apps distributed on HUAWEI Vision and Honor Vision AppGallery by developers, Huawei do not share revenue obtained from HUAWEI Vision and Honor Vision Joint Operations Service with developers. Starting from January 1, 2020, Paid Apps and IAP Apps distributed on HUAWEI Vision and Honor Vision AppGallery by developers should access Huawei Mobile Service (HMS) and Huawei shares revenue obtained from HUAWEI Vision and Honor Vision Joint Operations Service with developers. Developers who have distributed Paid Apps and IAP Apps on HUAWEI Vision and Honor Vision AppGallery before December 31, 2019 shall make a commitment to make on-shelf Paid Apps and IAP Apps access HMS before January 1, 2020. Otherwise, Huawei reserves the right to take measures including but not limited to removing products, terminating joint operations service agreements, and claiming compensations.)

4.4 Under this Agreement, each calendar month is a settlement period (“Settlement Period”). For each Settlement Period, HUAWEI will calculate a Remittance Value according to Clause 4.2.

4.5 Applicable Periods: For Paid Apps or In-App Purchases sold to Users using phone credit, the applicable period shall be the calendar month two months prior to the applicable Settlement Period and, for Apps sold to Users using non-phone credit the applicable period shall be the calendar month prior to the applicable Settlement Period. (“Applicable Periods”). For example, if the Settlement Period is June, the applicable sales period for Users purchasing via non-phone credit shall be May and, the applicable sales period for Users paying via their payment card, shall be April.

4.6 On the 15th day of any Settlement Period HUAWEI shall provide You with details of how HUAWEI calculated the Remittance Value (“Settlement Statement”). In case there are discrepancies between Your data and HUAWEI’s calculations of the Remittance Value, and such discrepancies are equal to or greater than 3% of the Remittance Value, You may request account reconciliation and initiate a dispute within fifteen (15) calendar days upon Your receipt of the applicable Settlement Statement. If You do not initiate a dispute within this period of time, it will be deemed that You agree with the Settlement Statement.

4.7 Invoice: Invoices shall be dealt with in accordance withExhibit C.

4.8 Payment: HUAWEI shall transfer the Remittance Value in respect of the applicable Settlement Period to Your designated bank account in accordance with Clause 4 of this Agreement. Payment will be made thirty (30) calendar days after receipt of Your invoice or Your confirmation of the Remittance Value (refer to Exhibit C for details of invoice requirements). If You issue invoices to HUAWEI but fail to submit the said invoice to HUAWEI as required by Exhibit C to this Agreement, You shall assume all losses arising therefrom, including but not limited to interest losses, lawsuit fees, attorney fees, inspection fees, traveling expenses, and other direct or indirect losses. If You fail to confirm the Settlement Statement or submit the invoice when required within twelve (12) months starting from HUAWEI’s issue of the Settlement Statement, HUAWEI will regard this as a waiver of Your rights for payment and shall not pay the corresponding portion of the Remittance Value.

If the cumulative amount to be settled within a Settlement Period is less than the applicable Minimum Settlement Amount listed in below table, the settlement will happen when the amount to be settled reaches the Minimum Settlement Amount. If the cumulative amount to be settled does not reach the Minimum Settlement Amount for consecutive six months, HUAWEI shall make Settlement every six months. Within six months after the termination of this Agreement (provided that such termination is not caused by any breach of Developer), HUAWEI shall continue to make settlement to Developer according to this Agreement provided that both Parties continue to comply with relevant provisions of this Agreement. The Minimum Settlement Amount is agreed as follows:

4.9 Settlement currency:

4.9.1 For agreements signed online: if You are registered in the same country/region as HUAWEI, the settlement currency shall be the local legal currency; if You are not registered in the same country/region as HUAWEI, the settlement currency shall be the settlement currency You chose when you registered for an account for Merchant Services;

4.9.2 For agreements signed offline: if You have signed other related agreement(s) offline, the settlement currency shall be the currency agreed in such offline agreement(s).

4.10 Exchange Rate: If the transaction currency of the country or region where the product is sold is different from the settlement currency Your had chosen, Huawei will use Huawei’s published exchange rate to convert it into the settlement currency, 1.5% of the currency conversion fee will be deducted from the transaction amount. The exchange rate of Huawei’s exchange rate was issued by Reuters and local financial institutions on the last day of the month. In the case of abnormal exchange rate fluctuations, Huawei still reserves the right to use other exchange rates or different conversion fees.

4.11 Personal income tax: This term only applies for Chinese individual Developers: HUAWEI shall pay personal income taxes on behalf of individual Developers in accordance with the relevant national tax policies. If You are able to confirm the previous month’s settlement amount before the fifteen (15th) of each month, HUAWEI shall make its payment to You in accordance with Clause 4.8. If You fail to confirm the settlement amount in time, all overdue fine on outstanding personal income taxes shall be borne by You.

5 Data Protection

(only when developer distributes apps outside mainland China)

5.1 You are controller of the personal data acquired from HUAWEI for the settlement with Huawei, as well as for the management of the subscriptions within Your service purposes. The aforesaid personal data may include Users’ Order ID, product information, subscription information, currency, amount, and country code.

5.2 After the termination of this Agreement, You shall erase the aforesaid personal data.

5.3 If You are located outside of the EEA, in a country or sector which is not (at the time of the transfer) an Adequate Country or Sector as provided by the European Commission, and Your contracting entity under the Huawei Developer Service Agreement is Aspiegel Limited, You shall conform to, and hereby agree to the Data Transfer Agreement in the Exhibit F annexed to and forming part of this Agreement.

6 Compensation and Tax Deduction

6.1 As an open platform, HUAWEI AppGallery offer You third-party charge ability. You have to make sure Your use of such abilities shall not any rights of any third parties, If any of Your Products is in violation of any rights of any third parties, HUAWEI shall, at its sole discretion, delete any information or content of such Products, and/or discontinue distribution, promotion and operation of such Products, and/or demand You to replace or change abovementioned information or content, as well as terminate this Agreement. You shall be liable for any and all losses arising out of such Products.

6.2 If You have a liability to pay compensation (including under any indemnity) to HUAWEI:

6.2.1 If HUAWEI determines that that payment to HUAWEI is subject to VAT, then: HUAWEI deducts the compensation/indemnity directly from Your revenue share, You shall provide a VAT invoice (or HW self-billing) based on net settlement amount (after deducting the indemnity or penalty) to HUAWEI. If You have issued invoice based on the amount before deducting the compensation/indemnity, it is suggested that You issue credit note for the invoice.

6.2.2 If HUAWEI determines that that payment to HUAWEI is not subject to VAT, then: You should pay the compensation/indemnity to HUAWEI separately, and HUAWEI shall not provide invoices for such separate compensation/indemnity payments.

7 Refunds

7.1 If Your Apps or Digital Content are removed from the platform in accordance with the terms of the Original Agreement and Users are entitled to a refund from You, or HUAWEI exercises its discretion to issue a refund because of a legal right of the User or a valid complaint (including but not limited to identity theft, fraud) made by a User about Your Product, You authorize HUAWEI to refund on Your behalf, and You shall compensate HUAWEI for all losses incurred therefrom.

7.2 You authorize HUAWEI to refund on Your behalf based on HUAWEI’s commercially reasonable judgment in case of any complaints and claims raised by purchasers of Your Apps.

8 Termination of this Agreement

8.1 If either party terminates anyone of the Original Agreement, this Agreement shall automatically terminate with the same effective date of termination.

8.2 You shall notify HUAWEI of Your intention to terminate three months in advance if You wish to terminate the Agreement. The termination will take effect after all Settlements (including credits) outlined above have been calculated and paid.

8.3 You shall maintain the functions, services and user experiences of Your Products for new Users registered during the period of the Joint Operation Services, or you shall be liable for any and all losses arising out of your violation of this Agreement. If You terminate Joint Operations Service with HUAWEI Edu Center, You shall stick to the following two conditions to ensure the privileges of paid Users: (1) HUAWEI Edu Center reserves the rights to keep relevant digital content and continue to provide services to paid Users until paid Users' service period expires; (2) You shall continue to provide services to paid Users in Apps until paid Users' service period expires if paid Users choose to enjoy Digital Content services in Apps.

8.4 HUAWEI may terminate this Agreement at any time on giving You at least 30-day notice where HUAWEI decides to no longer offer Joint Operations Services, or to change its Services, or because it no longer wants to have an Agreement with You relating to In-App Purchases or Paid Apps.

8.5 Termination of this Agreement shall not result in automatic termination of the Original Agreement between the parties however, the party so terminating this Agreement may, at its sole discretion, elect to terminate the Original Agreement with the same effective date of termination of this Agreement in accordance with the termination terms of that Original Agreement .

8.6 When You delete Your account after termination of this Agreement, all data (including Your data, User Data, and Product Operation Data) stored on Your account may be permanently deleted.

8.7 Clause 6 (Tax on Compensation), 7 (Refund), 9(Distribution Area and Signing HUAWEI entity) and 10 (Governing Law and Dispute Resolution) shall survive the termination of Your account/this Agreement. Additionally, any provisions of this Agreement which expressly or by their nature are intended to survive the termination of the Agreement, will continue in full force and effect subsequent to and notwithstanding such termination, until such provisions are satisfied or by their nature expire.

9 Distribution Area and Signing Huawei Entity

Please refer to the Clause of Distribution Area and Signing Huawei Entity of the Huawei Developer Service Agreement.

10 Governing Law and Dispute Resolution

Please refer to the Clause of Governing Law and Dispute Resolution of the Huawei Developer Service Agreement.

11 Electronic Signatures

In accordance with the applicable laws, including the Electronic Signature Law of the People’s Republic of China, the Electronic Signature Law of the People’s Republic of China, the Electronic Transactions Ordinance (Cap. 553) of Hong Kong, the Electronic Commerce Act 2000 of Ireland and/or EU Regulation 910/2014 (on electronic identification and trust services for electronic translations), the Parties hereby agree that they may execute this Agreement using electronic means including the use of electronic acceptance by the parties, which the parties agree will have the full force and legal effect as if traditional hand-written signatures had been affixed hereto. You acknowledge that You have the ability to retain this Agreement either by printing or saving it.

12 General Terms

12.1 If any part of this Agreement is deemed as invalid by the court or other competent authorities, any other provisions shall not be affected and shall continue to be enforceable and binding upon both parties to the fullest extent permitted by applicable law.

12.2 You shall not sub-contract any obligations under this Agreement, or transfer, assign, or sub-license any rights under this Agreement.

12.3 You hereby acknowledges and agrees that HUAWEI may, at its sole discretion, subcontract any rights or obligations under this Agreement, in whole or in part to any third party, or assign this Agreement (with any and all supplementary agreements of this Agreement) to any HUAWEI Affiliate.

Exhibit A – List of Countries/Regions

Please refer to Exhibit A of theHuawei Developer Service Agreement.

Exhibit B Deductions for Payment Channels

Payment channel deductions shall be deducted prior to income sharing. There will be different payment channels available depending on the region. The Channel Deductions for each payment channel will also depend on the region. The current Channel Deductions for payment channels by region are available on the Website:Deduction for Payment Channels.

Note: In the event the aforementioned Channel Deductions change, the actual fees or rates officially notified to You by Huawei from time to time shall prevail.

Exhibit C

1. If You distribute Your Apps in Mainland China in Part 1 of Exhibit A – List of Countries/Regions (“Exhibit A”):

1.1 For In-App Purchases, Paid Apps, and Digital Content Purchases, all applicable Indirect Taxes will be deducted by HUAWEI in accordance with China’s taxation policies unless HUAWEI deems that the Indirect Taxes are liable to be paid by the operator when the User makes the payment using phone credit. HUAWEI shall provide Users with invoices in accordance with China’s taxation policies and complete all applicable Indirect Tax declarations. You are not obliged to provide purchase invoices to Users in Mainland China.

1.2 If You are a tax resident of Mainland China, You must register Your VAT taxpayer status (i.e. ordinary taxpayer or small-scale taxpayer) and the VAT rate You will use when providing invoices to HUAWEI on this Website. If You are an ordinary VAT taxpayer, You must issue Chinese VAT-specific invoices to HUAWEI according to Your revenue share provided by HUAWEI. If You are a small-scale VAT taxpayer, You must issue 3% special invoices to HUAWEI. If You are a natural person, HUAWEI shall withhold Your personal income tax.

1.3 If You are not a tax resident of Mainland China, all VAT, surtax, and income tax deducted from Your revenue share by HUAWEI as WHT in accordance with the provisions of applicable national tax laws and bilateral tax treaties shall be borne by You. The final amount paid by HUAWEI to You is the remaining balance after deducting all relevant taxes. You must issue a commercial invoice to HUAWEI of the total settlement amount, including all withholding taxes (including VAT).

1.4 You must provide the invoice within five (5) working days of confirming the total settlement amount. HUAWEI shall arrange remittance after receiving Your invoice.

2. If You plan to distribute Your Products in a country or region listed in Part 2 and Part 3 of Exhibit A:

2.1Other than products distributed in countries in Section 3 of this Exhibit, for Paid Products, all applicable Indirect Taxes will be deducted, collected and remitted by HUAWEI to the relevant tax authorities according to the country where the supply takes place, unless HUAWEI deems that the Indirect Taxes are liable to be paid by the operator when the User makes the payment using phone credit. HUAWEI shall provide Users with invoices in accordance with the relevant country’s taxation policies and complete all applicable Indirect Tax declarations. You acknowledge that You shall not have the right to issue invoices to Users.

2.2 You agree that HUAWEI will perform self-billing in accordance with Exhibit D and E. You will not be required to provide invoices to HUAWEI. If You are VAT registered, You must provide HUAWEI with Your VAT number during registration on the Website in order for HUAWEI to perform self-billing. If You have canceled Your VAT number or Your VAT number has changed, You must contact HUAWEI immediately. All input VAT deemed irrecoverable/output VAT assessed as due / interest or penalties imposed by a tax authority assessment due to Your failure to do so shall be borne by You. If You are not VAT registered, HUAWEI shall issue a non-VAT invoice to HUAWEI on Your behalf.

3. If You distribute Your Products in certain countries where the sale is subject to Indirect Taxes and the responsibility to remit the tax lies with a party other than HUAWEI, then You shall withhold the tax. For details of applicable countries and the party responsible for submitting the tax please refer toCountries covered under the Clause.

Exhibit D Self-Billing Agreement

This is an agreement to a self-billing procedure between

HUAWEI (the self-biller) Name: VAT Number:

and

Developer (the self-billee) Name: VAT Number:

HUAWEI agrees:

1. To issue self-billed invoices for all supplies made to them by the Developer until further notice.

2. To complete self-billed invoices showing the Developers name, address and VAT registration 、number, together with all the other details which constitute a valid VAT invoice.

3. To make a new self-billing agreement in the event that their VAT number changes or where they cease to be registered for VAT.

4. To inform the Developer if the issue of self-billed invoices will be outsourced to a third party

Developer agrees:

1. To accept invoices raised by HUAWEI on their behalf until further notice.

2. Not to raise sales invoices for the transactions covered by this agreement.

3. To notify HUAWEI immediately if they:

(a) Change their VAT registration number;

(b) Cease to be VAT registered;

(c) Sell their business, or part of their business.

Exhibit E Self-Billing invoice sample

Upon signing this agreement, You agree to below self-billing invoice samples are in order.

Exhibit F：Data Transfer Agreement

Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)

Data Transfer Agreement

Between

Name of the data exporting organisation: Aspiegel Limited

Address: 1F, Simmonscourt House, Simmonscourt Road, Dublin 4, D04 W9H6, Ireland. Registration number 561134

hereinafter “data exporter”

And

Developer who signed Huawei Developer Service Agreement with data exporter and part of the Agreement

hereinafter “data importer”

each a “party”; together “the parties”.

Definitions

For the purposes of the clauses:

(a)“personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter is established);

(b)“the data exporter” shall mean the controller who transfers the personal data;

(c)“the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;

(d)“clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements. The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

I. Obligations of the data exporter

The data exporter warrants and undertakes that:

（a）The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.

（b）It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.

（c）It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.

（d）It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.

（e）It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

II. Obligations of the data importer The data importer warrants and undertakes that:

（a） It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

（b） It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.

（c） It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.

（d） It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.

（e） It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).

（f） At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).

（g） Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.

（h） It will process the personal data, at its option, in accordance with:

i.the data protection laws of the country in which the data exporter is established, or  ii. the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data , or

iii.the data processing principles set forth in Annex A.

Data importer to indicate which option it selects: iii. the data processing principles set forth in Annex A

Initials of data importer:

（i）It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and

i. the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or

ii. the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or

iii. data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or

iv. with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer

III. Liability and third party rights

(a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.

(b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

IV. Law applicable to the clauses

These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

V. Resolution of disputes with data subjects or the authority

(a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

(b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

(c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.

VI. Termination

(a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.

(b) In the event that:

i. the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);

ii. compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;

iii. the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;

iv. a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or

v. a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs

then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.

(c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.

(d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

VII. Variation of these clauses

The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

VIII. Description of the Transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

ANNEX A

DATA PROCESSING PRINCIPLES

1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.

2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.

6. Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.

7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.

8. Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when: (a) i. such decisions are made by the data importer in entering into or performing a contract with the data subject, and

ii. the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.

or

(b) where otherwise provided by the law of the data exporter.

ANNEX B

DESCRIPTION OF THE TRANSFER

Data subjects

The personal data transferred concern the following categories of data subjects:

Data subjects of the data exporter who have signed both the AppGallery and IAP user agreements and made In-App-Purchase;

Data subjects of the data exporter who have signed both the AppGallery and IAP user agreements and have an active subscription within the importer service.

Purposes of the transfer(s)

The transfer is made for the following purposes:

Allow the settlement between Exporter and Developer;

Allow the management of an active subscription to the importer service.

Categories of data

The personal data transferred concern the following categories of data:

Payment information except bank card information, such as the order number, amount, subscription information (subscription ID), and currency.

Recipients

The personal data transferred may be disclosed only to the following recipients or categories of recipients:

Data importer

Sensitive data (if appropriate)

The personal data transferred concern the following categories of sensitive data:

N/A

Data protection registration information of data exporter (where applicable)

Not applicable

Additional useful information (storage limits and other relevant information)

Contact points for data protection enquiries

Exhibit G： Revenue Share Percentage for the Preferential Policy

1. Purpose of the Preferential Policy:

With the purpose of building up a thriving ecosystem of varieties for developers and end users, despite the standard Revenue Share Percentage provided in Section 4.3 of AppGallery Joint Operations Service Agreement (“Standard Revenue Share Policy”), Huawei is willing to offer Developer a preferential revenue share policy (“Preferential Policy”) specified hereunder for Developer’s App under Exhibit G.

2. Validity Period of the Preferential Policy:

Preferential Policy specified hereunder for Developer’s App under the Exhibit G is valid for a period of twenty-four (24) calendar months (“Preferential Policy Period”) starting from clicking “I agree” button at the bottom of this Agreement or using any service under this Agreement before June 30, 2020 (“Preferential Policy Effective Date”).

3. Participants
The Preferential Policy is only valid for countries and regions in the distribution area indicated in Part 2 and Part 3 of Exhibit A.

4. Content of the Preferential Policy:

5. Notes about the Preferential Policy:

5.1 Preferential Policy Period is valid for twenty-four (24) calendar months starting from clicking “I agree” button at the bottom of this Agreement or using any service under this Agreement before June 30, 2020. Upon expiration or termination of the Preferential Policy Period, the Standard Revenue Share Policy shall immediately apply to all Apps registered for Joint Operation Services under this Agreement again. For the avoidance of doubt, the Preferential Policy shall not apply to Apps uploaded and registered after the expiration or termination of the Preferential Policy Period.

5.1.1 If You have signed this Agreement before Preferential Policy Effective Date, the Preferential Policy shall apply to such Apps starting from the first day of the next calendar month following the Preferential Policy Effective Date up to the end of the Preferential Policy Period.

5.1.2 If You have not signed this Agreement, the Preferential Policy shall apply to such newly registered Apps starting from the Effective Date of Preferential Policy up to the end of the Preferential Policy Period.

5.2. All times and dates relating to the preferential policy in Exhibit G, including but not limited to the validity period of the preferential policy shall be implemented based on China Standard Time (GMT+8).

5.3. You can only benefit once from the preferential policy.