Agreement

HUAWEI Themes Service Agreement

Last updated: July 20, 2025

This Themes Service Agreement (the “Agreement”) is a supplementary agreement to the HUAWEI Developers Service Agreement and HUAWEI Developers Merchant Service Agreement signed between the Publisher, the Copyright Owner, and Huawei. Together, these three agreements stipulate the respective parties’ rights and obligations when using the HUAWEI Themes Services and the HUAWEI Themes Services Platform. By clicking the “I agree” button (or similar button) below this Agreement or by using any service under this Agreement, you, as Publisher or Copyright Owner (as the case may be) shall be deemed to have fully understood and accepted the HUAWEI Developers Service Agreement, the HUAWEI Developers Merchant Service Agreement, and this Agreement as of the date of said acceptance or use by you.

This Agreement shall be subject to the HUAWEI Developers Service Agreement and HUAWEI Developers Merchant Service Agreement (collectively referred to as the "Base Agreements"). If you do not agree to this Agreement, you should stop using the Huawei Themes services referred to in this Agreement. In the event of any conflict between this Agreement and the Base Agreements, this Agreement shall prevail with respect to the HUAWEI Themes Services.

1. Definitions

Unless otherwise specified in this Agreement, the terms herein shall have the same meanings as those in the Base Agreements. In addition, the following terms are herein shall have the following meanings:

1.1 “HUAWEI Themes" means one or more of the platforms provided and/or operated by Huawei for End Users to browse, download, and use Content (as defined below). The platforms include but are not limited to websites, mobile and web Apps (the “Apps”).

1.2 “HUAWEI Themes Services Platform" means the service platform where Developers or Publishers upload, publish and manage their Content through the HUAWEI Themes page on the HUAWEI Developers website.

1.3 “Content" means any and all information or materials published or updated by Publishers on the HUAWEI Themes Services Platform, including but not limited to themes, fonts, live and other wallpapers, watch faces, music, text, and other information. If the Content is treated as Paid Products (as defined in the HUAWEI Developers Merchant Service Agreement), the Publisher may determine and establish a Price for End Users to pay in respect of the Paid Products.

1.4 “Publisher" means a Developer who publishes their own original Content, or the Content of Copyright Owners, or Content produced based on the materials provided by Copyright Owners on the HUAWEI Themes Services Platform, after submitting a valid application to Huawei and receiving approval from Huawei for the application. A Publisher may be a legal or a natural person.

1.5 "Copyright Owner" means a Developer who possesses the intellectual property rights or legally authorization for part or all of the materials in the Content.

1.6 “You”/ “you” means either the Publisher or Copyright Owner, or both, as the context admits or requires.

1.7 “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, slogans, logos, drawings, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

1.8 "License Term" means the period during which a Copyright Owner or Publisher authorizes Huawei to distribute and promote the Copyright Owner’s or Publisher's Content through the HUAWEI Themes Services Platform.

1.9 "Territory" means the territories and countries referred to the Part II and Part III of Exhibit A in the HUAWEI Developers Service Agreement.

1.10 "License Scope" means the Publisher and Copyright Owner authorize Huawei and its affiliates to, within the cooperation Territory and in the validity period of License Term, (i) distribute the Content to HUAWEI Themes, other Huawei-operated platforms or Huawei-cooperated platforms for End Users to use and download; (ii) display, disseminate and promote the Content in whole or in part, as well as the name(s), brand(s), trademark(s) and other logos of the Publisher/Copyright Owner, in various online or offline marketing channels (including but not limited to social media platforms, marketing materials, posters, banners, launch events, marketing campaigns, competitions, meetings, and other marketing scenarios or channels), for the purpose of marketing the Content, HUAWEI Themes or the HUAWEI Themes Services Platform. The Publisher and/or Copyright Owner shall promptly inform Huawei if there is any request of changing the License Scope,

1.11 “Price" means the price to the End User of the Content that a Publisher publishes on the HUAWEI Themes Services Platform and which is determined at their own discretion, based on the price segments released by Huawei on its websites or HUAWEI Developers for product sales. The final Price of your Content is subject to the price displayed on Huawei Themes (inclusive of VAT).

1.12 "Revenue Share Reference Amount (or “RSRA”)" shall be interpreted in accordance with and be subject to Clause 4.1 in the HUAWEI Developers Merchant Service Agreement.

1.14 "Membership" means End User who has purchased a Huawei themes membership package and the membership package is in the validity period.

1.15 "Non-membership" means End User who has not purchased a Huawei themes membership package or the membership package has expired.

2. Cooperation Model

2.1 The Publisher shall upload, publish and manage the Content on HUAWEI Themes Services Platform subject to the terms and conditions of this Agreement and the Base Agreement.

2.2 Huawei and its affiliates shall distribute and promote the Publisher’s Content within the License Scope specified in this Agreement for End Users to download and use through HUAWEI Themes, other Huawei-operated platforms or Huawei-cooperated platforms. The Publisher shall set the License Term when uploading the Content.

3. Rights and Obligations

3. 1 Copyright Owner's Rights and Obligations

3.1.1 The Copyright Owner represents, warrants, and undertakes to Huawei that:

(1) it has taken (and not revoked) all necessary action to authorize the execution and delivery of this Agreement;

(2) it has full legal capacity and authority to enter into and to perform the Agreement and that it has used its best endeavors to ensure the binding force of all delivery and fulfillment obligations set forth in this Agreement;

(3) it shall perform its obligations under this Agreement using all reasonable due skill, care, and diligence;

(4) it is the full legal owner of all Intellectual Property Rights existing in any and all Content;

(5) they have licensed the Content to the Publisher for release on the Huawei Themes Platform;

(6) the Content does not violate any laws, regulations, or policies or infringe upon any third party's legitimate rights and interests (including but not limited to Intellectual Property Rights, right of portrait, and right of reputation);

(7) the Content does not contain sexually explicit materials, or promote violence, or terrorism, or incite hatred (or discrimination based on race, sex, religion, nationality, ethnicity, disability, sexual orientation, or age) or encourage illegal activities;

(8) the Content does not contain any viruses, worms, ‘trojan horses’, time bombs, malicious codes, or any other software that may damage, or interfere with the Huawei Themes Services Platform or End Users’ devices, or that can or might confiscate, or sequester any system data or personal data on the Huawei Themes Services Platform or End User’s devices, or contain any fee deduction mechanism that can operate without permission of End Users on their devices; and

(9) it shall be solely responsible for the quality of Content and shall update and maintain it in a timely manner to ensure the stable running of such Content.

3.1.2 The Copyright Owner agrees that End Users may download or use the Content through HUAWEI Themes, other Huawei-operated platforms, or cooperative platforms, and that End Users may use the Content permanently once it has been purchased.

3.1.3 The Copyright Owner further represents, warrants, and undertakes to Huawei that it has explicitly agreed with the Publisher the revenue share ratio, as referred to subclause 4.2.1 Table 2 of Clause 4 Tripartite Settlement Model, prior to the Publisher uploading the Content on the Huawei Themes Services Platform.

3.1.4 The Copyright Owner agrees that if the Content (or any part thereof) is suspected of infringing any of its warranties herein, or the Intellectual Property Rights or other rights of any third party (or Huawei) or the violation of applicable laws or regulations, Huawei may upon notice in writing (and without providing the Publisher with proof of suspected infringement or violation) immediately remove such Content from the Huawei Themes Services Platform.

3.1.5 The Copyright Owner shall notify Huawei of any material changes to any permission or license from another copyright owner that would affect the Copyright Owner’s performance of its obligations under this Agreement and shall in any case, immediately remove any Content from the Huawei Themes Services Platform if permission or a license from another Copyright Owner in respect of said Content has expired or is no longer valid or effective.

3.1.6 The Copyright Owner shall defend, indemnify and hold harmless at its own expense Huawei and its affiliates, and its employees, agents, and customers from all loss, liabilities, costs, and damages howsoever arising from or in connection with: (i) its breach of any of the terms, undertakings, representations or warranties of this Agreement; (ii) its negligence, gross negligence or intentional acts or omissions arising under this Agreement; (iii) its breach of any applicable laws or regulations arising from or in connection with this Agreement; and (iv) any and all claims proceedings, suits, claims and demands, for its infringement of any Intellectual Property Rights of any third party.

3.2 Publisher’s Representations and Warranties

3.2.1 The Publisher represents, warrants, and undertakes to Huawei that:

(1) it has taken (and not revoked) all necessary action to authorize the execution and delivery of this Agreement;

(2) it has full legal capacity and authority to enter into and to perform the Agreement and that it has used its best endeavors to ensure the binding force of all delivery and fulfillment obligations set forth in this Agreement;

(3) it shall perform its obligations under this Agreement using all reasonable due skill, care, and diligence;

(4) it is the full legal owner of all Intellectual Property Rights existing in any and all Content and/or that it has obtained all necessary permissions from the Copyright Owner of the said Intellectual Property Rights to exploit them in the Content and in particular, to publish and distribute the Content through Huawei Themes (and otherwise perform and fulfill its obligations under this Agreement);

(5) the Content does not violate any laws, regulations, or policies or infringe upon any third party's legitimate rights and interests (including but not limited to Intellectual Property Rights, right of portrait, and right of reputation);

(6) the Content does not contain sexually explicit materials, or promote violence, or terrorism, or incite hatred (or discrimination based on race, sex, religion, nationality, ethnicity, disability, sexual orientation, or age) or encourage illegal activities;

(7) the Content does not contain any viruses, worms, ‘trojan horses’, time bombs, malicious codes, or any other software that may damage, or interfere with the Huawei Themes Platform or End Users’ devices, or that can or might confiscate, or sequester any system data or personal data on the Huawei Themes Platform or End User devices, or contain any fee deduction mechanism that can operate without permission of End Users on their devices; and

(8) it shall be solely responsible for the quality of Content and shall update and maintain it in a timely manner to ensure the stable running of such Content.

3.2.2 The Publisher agrees that Huawei End Users may download or use the Content through HUAWEI Themes, other Huawei-operated platforms, or cooperative platforms, and that End Users may use the Content permanently once it has been purchased.

3.2.3 The Publisher further represents, warrants, and undertakes to Huawei that it has explicitly agreed with the Copyright Owner the revenue share ratio, as referred to subclause 4.2.1 Table 2 of Clause 4 Tripartite Settlement Model, prior to uploading the Content on the Huawei Themes Platform.

3.2.4 The Publisher agrees that it shall address feedback from End Users in a timely manner. The Publisher shall also be responsible for resolving any disputes with End Users arising out of or in relation to the Content and bear any and all liabilities incurred therefrom.

3.2.5 The Publisher agrees that if the Content (or any part thereof) is suspected of infringing any of its warranties herein, or the Intellectual Property Rights or other rights of any third party (or Huawei) or the violation of applicable laws or regulations, Huawei may upon notice in writing (and without providing the Publisher with proof of suspected infringement or violation) immediately remove such Content from the Huawei Themes Platform.

3.2.6 The Publisher shall notify Huawei of any material changes to any permission or license from a Copyright Owner that would affect the Publisher’s performance of its obligations under this Agreement and shall in any case, immediately remove any Content from the Huawei Themes Services Platform if permission or a license from a Copyright Owner in respect of said Content has expired or is no longer valid or effective.

3.2.7 The Publisher shall defend, indemnify and hold harmless at its own expense Huawei and its affiliates, and its employees, agents, and customers from all loss, liabilities, costs, and damages howsoever arising from or in connection with: (i) its breach of any of the terms, undertakings, representations or warranties of this Agreement; (ii) its negligence, gross negligence or intentional acts or omissions arising under this Agreement; (iii) its breach of any applicable laws or regulations arising from or in connection with this Agreement; and (iv) any and all claims proceedings, suits, claims and demands, for its infringement of any Intellectual Property Rights of any third party.

3.3 Huawei's Rights and Obligations

3.3.1 Huawei may copy, disseminate, and promote the Content released by the Publisher and/or Copyright Owner on the HUAWEI Themes Services Platform for End Users to download and use.

3.3.2 Huawei may adjust the location of or delete the published Content at its own discretion.

3.3.3 Huawei may change or terminate the HUAWEI Themes Services at any time after providing notice and reasons therefor to the Publisher and Copyright Owner at least thirty (30) days in advance, without any liability to the Publisher and Copyright Owner. In the case of material changes to the Agreement, you may elect to terminate this Agreement within thirty (30) days of notification to you of such changes, or you may waive such right of termination either expressly in writing during the aforementioned thirty (30) day period. Affirmative acts such as continuing to use the Huawei Themes services shall be deemed as acceptance by you of changes by Huawei to this Agreement.

3.3.4 When reasonably necessary (for reasons including but not limited to sales promotions, changes in the rules of the HUAWEI Themes Services Platform, requirements of countries or regions where the Content is published, and display at launch events), Huawei may make changes (such as editing comments, translating into other languages, changing the names of Content) to the Content displayed on the HUAWEI Themes Services Platform or adjusts the Content Price of the HUAWEI Themes. Huawei may also temporarily adjust the Content Price to eliminate the risks relating to End User experience and the stable operations of HUAWEI Themes, and to restore such Price to its original value once such risks are eliminated.

3.3.5 The Publisher and Copyright Owner acknowledge and understand that Huawei may send notices to the Publisher, Copyright Owner and End Users using website notices, background system notifications, emails and letters. Such notices are deemed to have been delivered to the recipient once they are sent.

3.3.6 Publisher and Copyright Owner agree that if any Content infringes or is suspected of infringing any third party's Intellectual Property Rights or other rights, or of violating laws and regulations, or violating any agreements it has with Huawei, Huawei without prejudice to any other rights it has under this Agreement, the Base Agreement or at law, may freeze the settlement account(s) of the Publisher and Copyright Owner until the Publisher and Copyright Owner provide proof that the Content in question is legal and compliant and is not in any way infringing. Huawei may also block the HUAWEI ID(s) of the Publisher and Copyright Owner and deduct funds directly from their unsettled incomes in fulfillment of any indemnity obligations to Huawei herein.

4. Pricing and Settlement

4.1 Bipartite Settlement Model

Under the bipartite settlement model, the Publisher shall be the party who uploads his/her own copyrighted Content or the sub-licensed Content (In HUAWEI Themes Services Platform, the Publisher is the only one represented as the settlement and revenue sharing entity). Huawei shall settle the themes revenue to the Publisher.

4.1.1 The bipartite settlement model and revenue sharing ratio are illustrated in Table 1:

Table 1

Notes of Table 1:

(1) Revenue Recognition Coefficient shall be calculated based on the proportion of the numbers of subscription days from the End User’s payment date to the end of the month to relative the total number of subscription days for the entire subscription period. For example,

(a) End User A subscribes a three-month membership (from January 19 to April 21) on January 19, the Revenue Recognition Coefficient in January shall be 13/93 = 0.14; and

(b) for February it shall be 28/93 = 0.30; and

(c) for March, it shall be 31/93 = 0.33; and

(d) then it shall be 21/93 = 0.23 in April.

(2) Deduction(s) shall be subject to the provisions of Clause 4.1 in the HUAWEI Developers Merchant Service Agreement., excluding Service Charges for Payment Channels.

(3) Operation Cost Rate means a comprehensive rate that includes channel and other operation costs.

4.1.2 If the Publisher and Huawei have special agreements, they may agree to adjust the revenue sharing ratio displayed on the HUAWEI Developers website.

4.2 Tripartite Settlement Model

Under the tripartite settlement model, Huawei shall share with both the Publisher and Copyright Owner the revenue generated by the sale of the Copyright Owner's Content if the Publisher, when entering information for uploading such Content, acknowledges that the Copyright Owner is entitled to a revenue share, in addition to Huawei.

4.2.1 The tripartite settlement model and revenue sharing ratio are illustrated in Table 2:

Table 2

Notes of Table 2:

(1) Revenue Recognition Coefficient shall be calculated based on the proportion of the numbers of subscription days from the End User’s payment date to the end of the month to relative the total number of subscription days for the entire subscription period. For example,

(a) End User A subscribes a three-month membership (from January 19 to April 21) on January 19, the Revenue Recognition Coefficient in January shall be 13/93 = 0.14; and

(b) for February it shall be 28/93 = 0.30; and

(c) for March, it shall be 31/93 = 0.33; and

(d) then it shall be 21/93 = 0.23 in April.

(2) Deduction(s) shall be subject to the provisions of Clause 4.1 in the HUAWEI Developers Merchant Service Agreement., excluding Service Charges for Payment Channels.

(3) Operation Cost Rate means a comprehensive rate that includes channel and other.

4.3 Any pricing and settlement issues not explicitly addressed in Clause 4 of this Agreement and all tax related terms shall be resolved in accordance with the HUAWEI Developers Merchant Service Agreement.

4.4 In case the rate of any Tax is increased, decreased, or the Tax is abolished, or a new Tax comes in to force, or if there is any change to interpretation or applicable of such Tax during the term of this Agreement, an equitable adjustment shall be made to address such change in order to protect both Parties from any detrimental financial impact and such adjustment (if any) shall be agreed by each party.

5. Confidentiality

5.1 Each Party hereto warrants that the hardware, software, programs, passwords, trade names, technologies, licenses, patents, trademarks, technical knowledge and business processes of the other Party known or permitted to be used by one Party under this Agreement are the lawful possession of the other Party, and the Acquirer shall have no right or interest in it. Nor will it be disclosed to any third party other than the parties hereto.

5.2 Unless otherwise specified in this Agreement, the personnel information, technical information, and operational information of other parties that are obtained by each Party during the cooperation period shall not be disclosed to any third party within two (2) years of the termination of this Agreement.

5.3 The Confidentiality clauses shall be effective within the validity period of this Agreement and remain effective for two (2) years after the termination of this Agreement.

6. Disclaimers

6.1 Huawei only performs a form examination for the Content uploaded by the Publisher, but does not make any substantial examinations, technical tests, observations, commitments, assurances, acceptances or warranties on the legality of such Content. Any disputes or conflicts with End Users arising out of, relating to, or in connection with the Content and the possible losses incurred therefrom shall be resolved by the Publisher (and if applicable, the Copyright Owner).

6.2 Huawei shall not be liable for any damages (including but not limited to loss of property, revenue, and data, or other intangible losses) that may be caused by any of the following circumstances:

(1) the interruption of the normal functioning of the HUAWEI Themes Services Platform due to force majeure events such as typhoons, earthquakes, tsunamis, floods, or other natural disasters, strikes or lockouts, power outages, transport or logistical delays/failures, pandemic, acts of war, or terrorist attacks;

(2) the suspension or delay of the HUAWEI Themes Services Platform services due to attacks by hackers, technical adjustments or failures of telecom companies, system maintenance, etc.; and

(3) the suspension, termination, or delay of the HUAWEI Themes Services Platform services due to government orders, changes in relevant laws and regulations, orders and rulings of judicial and administrative authorities, or other reasons.

7. Signing Huawei Entity

7.1 Clause 14 ("Distribution Area and Signing Huawei Entities") of the HUAWEI Developers Service Agreement shall apply to this Agreement.

7.2 For the avoidance of doubt, if you are using the HUAWEI Themes Services Platform and/or publishing Content in the territories and countries referred to in Exhibit A, Part II of the HUAWEI Developers Service Agreement, then in respect of those territories and countries, you are signing this Agreement with Aspiegel SE and in that respect, any reference in this Agreement or the Base Agreement to Huawei shall be interpreted and construed as meaning Aspiegel SE.

7.3 If you are using the HUAWEI Themes Services Platform and/or publishing Content in the territories and countries referred to in Part III of Exhibit A of the HUAWEI Developers Service Agreement, then in respect of those territories and countries, you are signing this Agreement with Huawei Services (Hong Kong) Co., Limited and in that respect, any reference in this Agreement or the Base Agreement to Huawei shall be interpreted and construed as meaning Huawei Services (Hong Kong) Co., Limited.

8. Termination

8.1 This Agreement shall terminate on the same day when you or Huawei terminates the HUAWEI Developers Service Agreement or the HUAWEI Developers Merchant Service Agreement. The termination of this Agreement by any party shall not result in the automatic termination of the HUAWEI Developers Service Agreement or the HUAWEI Developers Merchant Service Agreement.

8.2 You may terminate this Agreement by ceasing to offer or sell Content or ceasing to use the Huawei Themes services and then sending Huawei a written notice that you wish to terminate this Agreement. You shall notify Huawei of such an intent three (3) months in advance. The termination of this Agreement shall take effect after all the foregoing settlement has been completed and payments made in full.

8.3 Huawei may terminate this Agreement at any time by giving you a prior notice at least thirty (30) days in advance and upon providing reasons therefor.

8.4 Huawei may terminate this Agreement immediately for breach by you of any of your warranties in this Agreement by giving you notice in writing.

8.5 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. Governing Law and Dispute Resolution

Clause 15 ("Governing Law and Dispute Resolution") of the HUAWEI Developers Service Agreement shall apply to this Agreement.