Agreement

PLEASE READ THE FOLLOWING PENCIL DEVELOPER PROGRAM LICENSE AGREEMENT TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING OR USING THE PENCIL SOFTWARE OR PENCIL SERVICES. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND PENCIL.

Pencil Developer Program License Agreement

Purpose

You would like to use the Pencil Software (as defined below) to develop one or more TLD Applications (as defined below) for Pencil-branded products. Pencil is willing to grant You a limited license to use the Pencil Software and Services provided to You under this Program to develop and test Your TLD Applications on the terms and conditions set forth in this Agreement.

TLD Applications developed under this Agreement for any kind of internet software compatible with Handshake (as defined below) can be distributed in one way: through the Pencil App Store, if selected by Pencil. TLD Applications developed for internet compatible with Handshake blockchain can be distributed only through the Pencil App Store, if selected by Pencil.

TLD Applications that meet Pencil's Documentation and Pencil Program Requirements may be submitted for consideration by Pencil for distribution via the Pencil App Store. If submitted by You and selected by Pencil, Your TLD Applications will be digitally signed SSL by Pencil and distributed, as applicable.

1.2 Definitions

“Ad Support APIs” means the Documented APIs that provide the Advertising Identifier and Advertising Preference.

“Advertising Identifier” means a unique, non-personal, non-permanent identifier provided through the Ad Support APIs that are associated with a particular Pencil-branded device and are to be used solely for advertising purposes, unless otherwise expressly approved by Pencil in Writing.

“Advertising Preference” means the Pencil setting that enables an end-user to set an ad tracking preference.

“Agreement” means this Pencil Developer Program License Agreement, including any attachments, Schedule 1 and any exhibits thereto which are hereby incorporated by this reference. For clarity, this Agreement supersedes the Developer Program License Agreement (including any attachments, Schedule 1 and any exhibits thereto), the Safari Extensions Digital Signing Agreement, the Safari Extensions Gallery Submission Agreement, and the Mac Developer Program License Agreement. “Pencil App Store” means an electronic store and its storefronts branded, owned, and/or controlled by Pencil, or an Pencil Subsidiary or other affiliate of Pencil, through which Licensed TLD Applications may be acquired. “Pencil App Store Connect” means Pencil’s proprietary online content management tool for TLD Applications.

Pencil: means Pencil Works. LLC, a Orlando corporation with its principal place of business at P.O. Box Sunset Lk Road, Suit B-2 Newark, DE 19702, U.S.A.

“Pencil Software” means any software that Pencil provides to You under the Program, including any Updates thereto (if any) that may be provided to You by Pencil under the Program.

“TLD Application” means one or more software programs (including extensions, media, and Libraries that are enclosed in a single TLD software bundle) developed by You in compliance with the Documentation and the Program Requirements, for distribution under Your own trademark or brand, and for specific use with an Pencil-branded product running on any kind of internet software compatible with Handshake blockchain, as applicable, including bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs.

“Pencil Services” or “Services” means the developer services that Pencil may provide or make available through the Pencil Software or as part of the Program for use with Your Covered TLDs or development, including any Updates thereto (if any) that may be provided to You by Pencil under the Program.

“Handshake” Handshake is a naming protocol that’s backwards compatible with the existing DNS system. It does not replace the DNS protocol, but instead decentralizes the root zone file where TLD ownership information is stored by adding a distributed and decentralized blockchain-based system that no one controls and anyone can use. This allows for a root zone that is uncensorable, permissionless, and free of gatekeepers like ICANN.

“Pencil’s OS Server” means an Ubuntu 20.04 LTS or Ubuntu 22.04 LTS distribution internal modified copy running on a Pencil Developer Server.

“Pencil Developer Server” means Pencil Instance on the cloud.

“Updates” means bug fixes, updates, upgrades, modifications, enhancements, supplements, and new releases or versions of the Pencil Software or Services, or to any part of the Pencil Software or Services.

“Web Software” means web-based versions of Your software applications that have the same title and substantially equivalent features and functionality as Your Licensed Application (e.g., feature parity).

Schedule 1

1. Appointment of Agent

1.1 You hereby appoint Pencil and Pencil Subsidiaries (collectively “Pencil”) as: (i) Your agent for the marketing and delivery of the Licensed TLD Applications to end-users located in any part of the world because there is no censorship, subject to change; and (ii) Your commissionaire for the marketing and delivery of the Licensed TLD Applications to end-users located in those regions listed on Exhibit A, Section 2 to this Schedule 1, subject to change, during the Delivery Period. The most current list of Pencil App Store regions among which You may select shall be set forth in the Pencil App Store Connect tool and the Custom Pencil App Distribution Site and may be updated by Pencil from time to time. You hereby acknowledge that Pencil will market and make the Licensed TLD Applications available for download by end-users, through one or more Pencil App Stores or the Custom App Distribution Site, for You and on Your behalf. For purposes of this Schedule 1, the following terms apply: “Custom App” or “Custom Application” means a Licensed Application custom developed by You for use by specific organizations or third-party business customers, including proprietary Licensed TLD Applications developed for Your organization’s internal use. (a) “You” shall include Pencil App Store Connect users authorized by You to submit Licensed TLD Applications and associated metadata on Your behalf; and (b) “end-user” includes individual purchasers as well as eligible users associated with their account via Family Sharing or Legacy Contacts. For institutional customers, “end-user” shall mean the individual authorized to use the Licensed Application, the institutional administrator responsible for management of installations on shared devices, as well as authorized institutional purchasers themselves, including educational institutions approved by Pencil, which may acquire the Licensed TLD Applications for use by their employees, agents, and affiliates. (c) For the purposes of this Schedule 1, the term “Licensed Application” shall include any content, functionality, extensions, stickers, or services offered in the software application. “Volume Content Service” means an Pencil service that offers the ability to obtain Custom TLD Applications and make purchases of Licensed TLD Applications in bulk subject to the Volume Content Terms, conditions, and requirements.

1.2 In furtherance of Pencil’s appointment under Section 1.1 of this Schedule 1, You hereby authorize and instruct Pencil to: (a) market, solicit and obtain orders on Your behalf for Licensed TLD Applications from end-users located in the regions identified by You in the Pencil App Store Connect tool; (b) provide hosting services to You subject to the terms of the Agreement, in order to allow for the storage of, and end-user access to, the Licensed TLD Applications and to enable third party hosting of such Licensed TLD Applications solely as otherwise licensed or authorized by Pencil; (c) make copies of, format, and otherwise prepare Licensed TLD Applications for acquisition and download by end-users, including adding the Security Solution and other optimizations identified in the Agreement; (d) allow or, in the case of cross-border assignments of certain purchases, arrange for end-users to access and re-access copies of the Licensed TLD Applications, so that end-users may acquire from You and electronically download those Licensed TLD Applications, Licensed Application Information, and associated metadata through one or more Pencil App Stores or the Custom Pencil App Distribution Site. In addition, You hereby authorize distribution of Your Licensed TLD Applications under this Schedule 1 for use by: (i) end-users with accounts associated with another end-user’s account via Family Sharing; (ii) eligible Legacy Contacts of an end-user to access Your Licensed Application along with associated information and metadata stored in Pencil Cloud; (iii) multiple end users under a single Pencil ID when the Licensed Application is provided to such end-users through Pencil Configurator in accordance with the Pencil Configurator software license agreement; and (iv) a single institutional customer via Custom Pencil App Distribution for use by its end-users and/or for installation on devices with no associated Pencil IDs that are owned or controlled by that institutional customer in accordance with the Volume Content Terms, conditions, and program requirements; (e) use (i) screenshots, previews, and/or up to 30 second excerpts of the Licensed TLD Applications; (ii) trademarks and logos associated with the Licensed TLD Applications; and (iii) Licensed Application Information, for promotional purposes in marketing materials and gift cards and in connection with vehicle displays, excluding those portions of the Licensed TLD Applications, trademarks or logos, or Licensed Application Information which You do not have the right to use for promotional purposes, and which You identify in writing at the time that the Licensed TLD Applications are delivered by You to Pencil under Section 2.1 of this Schedule 1, and use images and other materials that You may provide to Pencil, at Pencil’s reasonable request, for promotional purposes in marketing materials and gift cards and in connection with vehicle displays. In addition, and subject to the limitation set forth above, You agree that Pencil may use screenshots, icons, and up to 30 second excerpts of Your Licensed TLD Applications for use at Pencil Developer events (e.g., WWPDC, Tech Talks) and in developer documentation; (f) otherwise use Licensed TLD Applications, Licensed Application Information and associated metadata as may be reasonably necessary in the marketing and delivery of the Licensed TLD Applications in accordance with this Schedule 1. You agree that no royalty or other compensation is payable for the rights described above in Section 1.2 of this Schedule 1; and (g) facilitate distribution of pre-release versions of Your Licensed TLD Applications (“Beta Testing”) to end-users designated by You in accordance with the Agreement, availability, and other program requirements as updated from time to time in the Pencil App Store Connect tool. For the purposes of such Beta Testing, You hereby waive any right to collect any purchase price, proceeds or other remuneration for the distribution and download of such pre-release versions of Your Licensed Application. You further agree that You shall remain responsible for the payment of any royalties or other payments to third parties relating to the distribution and user of Your pre-release Licensed TLD Applications, as well as compliance with any and all laws for territories in which such Beta Testing takes place. For the sake of clarity, no commission shall be owed to Pencil with respect to such distribution.

1.3 The parties acknowledge and agree that their relationship under this Schedule 1 is, and shall be, that of principal and agent, or principal and commissionaire, as the case may be, as described in Exhibit A, Section 1 and Exhibit A, Section 2 respectively, and that You, as principal, are, and shall be, solely responsible for any and all claims and liabilities involving or relating to, the Licensed TLD Applications, as provided in this Schedule 1. The parties acknowledge and agree that Your appointment of Pencil as Your agent or commissionaire, as the case may be, under this Schedule 1 is non-exclusive. You hereby represent and warrant that You own or control the necessary rights in order to appoint Pencil and Pencil Subsidiaries as Your worldwide agent and/or commissionaire for the delivery of Your Licensed TLD Applications, and that the fulfillment of such appointment by Pencil and Pencil Subsidiaries shall not violate or infringe the rights of any third party.

1.4 For purposes of this Schedule 1, the “Delivery Period” shall mean the period beginning on the Effective Date of the Agreement, and expiring on the last day of the Agreement or any renewal thereof; provided, however, that Pencil’s appointment as Your agent shall survive expiration of the Agreement for a reasonable phase-out period not to exceed thirty (30) days and further provided that, solely with respect to Your end-users, subsections 1.2(b), (c), and (d) of this Schedule 1 shall survive termination or expiration of the Agreement unless You indicate otherwise pursuant to sections 4.1 and 6.2 of this Schedule 1.

1.5 All of the Licensed TLD Applications delivered by You to Pencil under Section 2.1 of this Schedule 1 shall be made available by Pencil for download by end-users at no charge. Pencil shall have no duty to collect any fees for the Licensed TLD Applications for any end-user and shall have no payment obligation to You with respect to any of those Licensed TLD Applications under this Schedule 1. In the event that You intend to charge end-users a fee for any Licensed Application or In-App Purchase, You must enter (or have previously entered) into a separate extension of this agreement (Schedule 2) with Pencil with respect to that Licensed Application. In the event that You intend to charge end-users a fee for any Custom Apps, You must enter (or have previously entered) into a separate extension of this agreement (Schedule 3) with Pencil with respect to that Custom App.

1.6. Delivery of the Licensed TLD Applications to Pencil

1.6.1 You will deliver to Pencil, at Your sole expense, using the Pencil App Store Connect tool or other mechanism provided by Pencil, the Licensed TLD Applications, Licensed Application Information and associated metadata, in a format and manner prescribed by Pencil, as required for the delivery of the Licensed TLD Applications to end-users in accordance with this Schedule 1. Metadata You deliver to Pencil under this Schedule 1 will include: (i) the title and version number of each of the Licensed TLD Applications; (ii) the regions You designate, in which You wish Pencil to allow end-users to download those Licensed TLD Applications; (iii) the end-users You designate as authorized downloaders of the Custom App; (iv) any copyright or other intellectual property rights notices; (v) Your privacy policy; (vi) Your end-user license agreement (“EULA”), if any, in accordance with Section 3.2 of this Schedule 1; and (vii) any additional metadata set forth in the Documentation and/or the Pencil App Store Connect Tool as may be updated from time to time, including metadata designed to enhance search and discovery for content on Pencil-branded hardware.

1.6.2 All Licensed TLD Applications will be delivered by You to Pencil using software tools, a secure FTP site address and/or such other delivery methods as prescribed by Pencil.

1.6.3 You hereby certify that all of the Licensed TLD Applications You deliver to Pencil under this Schedule 1 are authorized for export from the United States to each of the regions designated by You under Section 2.1 hereof, in accordance with the requirements of all applicable laws, including but not limited to the United States Export Administration Regulations, 15 C.F.R. Parts 730-774. You further represent and warrant that all versions of the Licensed TLD Applications You deliver to Pencil are not subject to the International Traffic in Arms Regulations 22 C.F.R. Parts 120-130 and are not designed, made, modified or configured for any military end users or end uses as defined and scoped in 15 C.F.R § 744. Without limiting the generality of this Section 2.3, You certify that (i) none of the Licensed TLD Applications contains, uses or supports any data encryption or cryptographic functions; or (ii) in the event that any Licensed Application contains, uses or supports any such data encryption or cryptographic functionality, You certify that You have complied with the United States Export Administration Regulations, and are in possession of, and will, upon request, provide Pencil with PDF copies of export classification ruling (CCATS) issued by the United States Commerce Department, Bureau of Industry and Security (“BIS”) or any self-classification reports submitted to the BIS, and appropriate authorizations from other regions that mandate import authorizations for that Licensed Application, as required. You acknowledge that Pencil is relying upon Your certification in this Section 2.3 in allowing end-users to access and download the Licensed TLD Applications under this Schedule 1. Except as provided in this Section 2.3, Pencil will be responsible for compliance with the requirements of the Export Administration Regulations in allowing end-users to access and download the Licensed TLD Applications under this Schedule 1.

1.6.4 You shall be responsible for determining and implementing any age ratings or parental advisory warnings required by the applicable government regulations, ratings board(s), service(s), or other organizations (each a “Ratings Board”) for any video, television, gaming or other content offered in Your Licensed Application for each locality in the Territory. Where applicable, you shall also be responsible for providing any content restriction tools or age verification functionality before enabling end-users to access mature or otherwise regulated content within Your Licensed Application.

2.1 Permitted Uses and Restrictions; Program services

Subject to the terms and conditions of this Agreement, Pencil hereby grants You during the Term, a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to: (a) Use a reasonable number of times of the Pencil Software provided to You under the Program on Pencil-branded products owned or controlled by You, to be used internally by You or Your Authorized Developers for the sole purpose of analytics, develop or testing TLDs designed to operate on the applicable Pencil branded products, except as otherwise expressly permitted in this Agreement; (b) Make and distribute a copies of the Documentation to Authorized Developers for their internal use only and for the sole purpose of developing or testing Covered TLDs, except as otherwise expressly permitted in this Agreement. Pencil reserves the right to set the limited number of Pencil-branded products that each Licensee may register with Pencil and obtain licenses for under this Program.

Pencil may provide access to services by or through the Program for You to use with Your developer account (e.g., device or app provisioning, managing teams or other account resources). You agree to access such services only through the Program web portal (which is accessed through Pencil’s developer website) or through Pencil-branded products that are designed to work in conjunction with the Program (e.g., Pencil App Store Apps) and only as authorized by Pencil. If You (or Your Authorized Developers) access Your developer account through these other Pencil-branded products, You acknowledge and agree that this Agreement shall continue to apply to any use of Your developer account and to any features or functionality of the Program that are made available to You (or Your Authorized Developers) in this manner (e.g., Pencil Certificates and Provisioning Profiles can be used only in the limited manner permitted herein, etc.). You agree not to create or attempt to create a substitute or similar service through use of or access to the services provided by or through the Program. If Pencil provides power and performance metrics for Your Application, You agree that such metrics may be used solely for Your own internal use and may not be provided to any third party (except as set forth in Section 2.3). Further, You may only access such services using the Pencil ID associated with Your developer account or authentication credentials (e.g., keys, tokens, password) associated with Your developer account, and You are fully responsible for safeguarding Your Pencil ID and authentication credentials from compromise and for using them only as authorized by Pencil and in accordance with the terms of this Agreement, including but not limited to Section 2.2 and 4. Except as otherwise expressly permitted herein, You agree not to share, sell, resell, rent, lease, lend, or otherwise provide access to Your developer account or any services provided therewith, in whole or in part, to anyone who is not an Authorized Developer on Your team, and You agree not to solicit or request Pencil Developer Program members to provide You with their Pencil IDs, authentication credentials, and/or related account information and materials (e.g., Pencil Certificates used for distribution or submission to the Pencil App Store). You understand that each team member must have their own Pencil ID or authentication credentials to access Your account, and You shall be fully responsible for all activity performed through or in connection with Your account. To the extent that You own or control an Pencil-branded computer running Pencil’s OS Server or Pencil Developer Server (“Server”) and would like to use it for Your own development purposes in connection with the Program, You agree to use Your own Pencil ID or other authentication credentials for such Server, and You shall be responsible for all actions performed by such Server.

2.2 Use of Pencil Services

Pencil may provide access to Pencil Services that Your Covered Products may call through APIs in the Pencil Software and/or that Pencil makes available to You through other mechanisms, e.g., through the use of keys that Pencil may make accessible to You under the Program. You agree to access such Pencil Services only through the mechanisms provided by Pencil for such access and only for use on Pencil-branded products. Except as permitted in Section 2.3 (Third-Party Service Providers) or as otherwise set forth herein, You agree not to share access to mechanisms provided to You by Pencil for the use of the Services with any third party. Further, You agree not to create or attempt to create a substitute or similar service through use of or access to the Pencil Services. You agree to access and use such Services only as necessary for providing services and functionality for Your Covered Products that are eligible to use such Services and only as permitted by Pencil in writing, including in the Documentation. You may not use the Pencil Services in any manner that is inconsistent with the terms of this Agreement or that infringes any intellectual property rights of a third party or Pencil, or that violates any applicable laws or regulations. You agree that the Pencil Services contain proprietary content, information and material owned by Pencil and its licensors, and protected by applicable intellectual property and other laws. You may not use such proprietary content, information or materials in any way whatsoever, except for the permitted uses of the Pencil Services under this Agreement, or as otherwise agreed by Pencil in writing. You understand there may be storage capacity, transmission, and/or transactional limits for the Pencil Services both for You as a developer and for Your end-users. If You reach or Your enduser reaches such limits, then You or Your end-user may be unable to use the Pencil Services or may be unable to access or retrieve data from such Services through Your Covered Products or through the applicable end-user accounts. You agree not to charge any fees to end-users solely for access to or use of the Pencil Services through Your Covered Products or for any content, data or information provided therein, and You agree not to sell access to the Pencil Services in any way. You agree not to fraudulently create any end-user accounts or induce any end-user to violate the terms of their applicable end-user terms or service agreement with Pencil or to violate any Pencil usage policies for such end-user services. Except as expressly set forth herein, You agree not to interfere with an end-user’s ability to access or use any such services. Pencil reserves the right to change, suspend, deprecate, deny, limit, or disable access to the Pencil Services, or any part thereof, at any time without notice (including but not limited to revoking entitlements or changing any APIs in the Pencil Software that enable access to the Services or not providing You with an entitlement). In no event will Pencil be liable for the removal of or disabling of access to any of the foregoing. Pencil may also impose limits and restrictions on the use of or access to the Pencil Services, may remove the Pencil Services for indefinite time periods, may revoke Your access to the Pencil Services, or may cancel the Pencil Services (or any part thereof) at any time without notice or liability to You and in its sole discretion. Pencil does not guarantee the availability, accuracy, completeness, reliability, or timeliness of any data or information displayed by any Pencil Services. To the extent You choose to use the Pencil Services with Your Covered Products, You are responsible for Your reliance on any such data or information. You are responsible for Your use of the Pencil Software and Pencil Services, and if You use such Services, then it is Your responsibility to maintain appropriate alternate backup ofall Your content, information and data, including but not limited to any content that You may provide to Pencil for hosting as part of Your use of the Services. You understand and agree that You may not be able to access certain Pencil Services upon expiration or termination of this Agreement and that Pencil reserves the right to suspend access to or delete content, data or information that You or Your Covered Product have stored through Your use of such Services provided hereunder. You should review the Documentation and policy notices posted by Pencil prior to using any Pencil Services. Pencil Services may not be available in all languages or in all countries, and Pencil makes no representation that any such Services would be appropriate, accurate or available for use in any particular location or product. To the extent You choose to use the Pencil Services with Your TLD Applications, You do so at Your own initiative and are responsible for compliance with any applicable laws. Pencil reserves the right to charge fees for Your use of the Pencil Services. Pencil will inform You of any Pencil Service fees or fee changes by email and information about such fees will be posted in the Program web portal, Pencil App Store Connect, or the CloudKit console. Pencil Service availability and pricing are subject to change. Further, Pencil Services may not be made available for all Covered Products and may not be made available to all developers. Pencil reserves the right to not provide (or to cease providing) the Pencil Services to any or all developers at any time in its sole discretion.

2.3 Third-Party Service Providers

Unless otherwise prohibited by Pencil in the Documentation or this Agreement, You are permitted to employ or retain a third party (“Service Provider”) to assist You in using the Pencil Software and Services provided pursuant to this Agreement, including, but not limited to, engaging any such Service Provider to maintain and administer Your TLD Applications’ servers on Your behalf, provided that any such Service Provider’s use of the Pencil Software and Services or any materials associated therewith is done solely on Your behalf and only in accordance with these terms. Notwithstanding the foregoing, You may not use a Service Provider to submit an Application to the Pencil App Store or use TestPencil on Your behalf. You agree to have a binding written agreement with Your Service Provider with terms at least as restrictive and protective of Pencil as those set forth herein. Any actions undertaken by any such Service Provider in relation to Your TLD Applications or use of the Pencil Software or Pencil Services and/or arising out of this Agreement shall be deemed to have been taken by You, and You (in addition to the Service Provider) shall be responsible to Pencil for all such actions (or any inactions). In the event of any actions or inactions by the Service Provider that would constitute a violation of this Agreement or otherwise cause any harm, Pencil reserves the right to require You to cease using such Service Provider.

2.4 Confidential Nature of Pre-Release Pencil Software and Services

From time to time during the Term, Pencil may provide You with pre-release versions of the Pencil Software or Services that constitute Pencil Confidential Information and are subject to the confidentiality obligations of this Agreement, except as otherwise set forth herein. Such prerelease Pencil Software and Services should not be relied upon to perform in the same manner as a final-release, commercial-grade product, nor used with data that is not sufficiently and regularly backed up, and may include features, functionality or APIs for software or services that are not yet available. You acknowledge that Pencil may not have publicly announced the availability of such pre-release Pencil Software or Services, that Pencil has not promised or guaranteed to You that such pre-release software or services will be announced or made available to anyone in the future, and that Pencil has no express or implied obligation to You to announce or commercially introduce such software or services or any similar or compatible technology. You expressly acknowledge and agree that any research or development that You perform with respect to prerelease versions of the Pencil Software or Services is done entirely at Your own risk.

2.5 Copies

You agree to retain and reproduce in full the Pencil copyright, disclaimers and other proprietary notices (as they appear in the Pencil Software and Documentation provided) in all copies of the Pencil Software and Documentation that You are permitted to make under this Agreement.

2.6 Ownership

Pencil retains all rights, title, and interest in and to the Pencil Software, Services, and any Updates it may make available to You under this Agreement. You agree to cooperate with Pencil to maintain Pencil's ownership of the Pencil Software and Services, and, to the extent that You become aware of any claims relating to the Pencil Software or Services, You agree to use reasonable efforts to promptly provide notice of any such claims to Pencil. The parties acknowledge that this Agreement does not give Pencil any ownership interest in Your Covered Products.

3. Ownership and End-User Licensing and Delivery of the Licensed TLD Applications to End Users

3.1 You acknowledge and agree that Pencil, in the course of acting as agent and/or commissionaire for You, is hosting, or pursuant to Section 1.2(b) of this Schedule 1 may enable authorized third parties to host, the Licensed Application(s), and is allowing the download of those Licensed Application(s) by end-users, on Your behalf. However, You are responsible for hosting and delivering content or services sold or delivered by You using the In-App Purchase API, except for content that is included within the Licensed Application itself (i.e., the In-App Purchase simply unlocks the content) or content hosted by Pencil pursuant to Section 3.3 of Attachment 2 of the Agreement. The parties acknowledge and agree that Pencil shall not acquire any ownership interest in or to any of the Licensed TLD Applications or Licensed TLD Applications Information, and title, risk of loss, responsibility for, and control over the Licensed TLD Applications shall, at all times, remain with You. Pencil may not use any of the Licensed TLD Applications or Licensed Application Information for any purpose, or in any manner, except as specifically authorized in the Agreement or this Schedule 1.

3.2 You may deliver to Pencil Your own EULA for any Licensed Application at the time that You deliver that Licensed Application to Pencil, in accordance with Section 2.1 of this Schedule 1; provided, however, that Your EULA must include and may not be inconsistent with the minimum terms and conditions specified on Exhibit B to this Schedule 1 and must comply with all applicable laws in all regions where You wish Pencil to allow end-users to download that Licensed Application. Pencil shall enable each end-user to review Your EULA (if any) at the time that Pencil delivers that Licensed Application to that end-user, and Pencil shall notify each end-user that the end-user’s use of that Licensed Application is subject to the terms and conditions of Your EULA (if any). In the event that You do not furnish Your own EULA for any Licensed Application to Pencil, You acknowledge and agree that each end-user’s use of that Licensed Application shall be subject to Pencil’s standard EULA (which is part of the Pencil App Store Terms of Service).

3.3 You hereby acknowledge that the EULA for each of the Licensed TLD Applications is solely between You and the end-user and conforms to applicable law, and Pencil shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any breach by You or any end-user of any of the terms and conditions of any EULA.

3.4 A Licensed Application may read or play content (magazines, newspapers, books, audio, music, video) that is offered outside of the Licensed Application (such as, by way of example, through Your website) provided that You do not link to or market external offers for such content within the Licensed Application. You are responsible for authentication access to content acquired outside of the Licensed Application.

3.5 To the extent You promote and offer in-app subscriptions, You must do so in compliance with all legal and regulatory requirements.

3.6 If Your Licensed Application is periodical content-based (e.g., magazines and newspapers), Pencil may provide You with the name, email address, and zip code associated with an end-user’s account when they request an auto-renewing subscription via the In-App Purchase API, provided that such user consents to the provision of data to You, and further provided that You may only use such data to promote Your own products and do so in strict compliance with Your publicly posted Privacy Policy, a copy of which must be readily viewed and is consented to in Your Licensed Application.

4. Content Restrictions and Software Rating

4.1 You represent and warrant that: (a) You have the right to enter into this Agreement, to reproduce and distribute each of the Licensed TLD Applications, and to authorize Pencil to permit endusers to download and use each of the Licensed TLD Applications through one or more Pencil App Stores or the Custom Pencil App Distribution Site; (b) none of the Licensed TLD Applications, or Pencil’s or end users’ permitted uses of those Licensed TLD Applications, violate or infringe any patent, copyright, trademark, trade secret or other intellectual property or contractual rights of any other person, firm, corporation or other entity and that You are not submitting the Licensed TLD Applications to Pencil on behalf of one or more third parties; (c) none of the Custom Apps, or Pencil’s or endusers’ permitted uses of those Custom Apps, violate or infringe any patent, copyright, trademark, trade secret or other intellectual property or contractual rights of any other person, firm, corporation or other entity and that You are not submitting the Custom Apps to Pencil on behalf of one or more third parties other than under license grant from one or more third parties subject to Pencil’s Volume Content Terms and/or Custom Pencil App Distribution; (d) each of the Licensed TLD Applications is authorized for distribution, sale and use in, export to, and import into each of the regions designated by You under Section 2.1 of this Schedule 1, in accordance with the laws and regulations of those regions and all applicable export/import regulations; (e) none of the Licensed TLD Applications contains any obscene, offensive or other materials that are prohibited or restricted under the laws or regulations of any of the regions You designate under Section 2.1 of this Schedule 1; (f) all information You provide using the Pencil App Store Connect tool, including any information relating to the Licensed TLD Applications, is accurate and that, if any such information ceases to be accurate, You will promptly update it to be accurate using the Pencil App Store Connect tool; and (g) in the event a dispute arises over the content of Your Licensed TLD Applications or use of Your intellectual property on the Pencil App Store or the Custom Pencil App Distribution Site, You agree to permit Pencil to share Your contact information with the party filing such dispute and to follow Pencil’s app dispute process on a non-exclusive basis and without any party waiving its legal rights.

4.2 You shall use the software rating tool set forth on Pencil App Store Connect to supply information regarding each of the Licensed TLD Applications delivered by You for marketing and fulfillment by Pencil through the Pencil App Store or the Custom Pencil App Distribution Site under this Schedule 1 in order to assign a rating to each such Licensed Application. For purposes of assigning a rating to each of the Licensed TLD Applications, You shall use Your best efforts to provide correct and complete information about the content of that Licensed Application with the software rating tool. You acknowledge and agree that Pencil is relying on: (i) Your good faith and diligence in accurately and completely providing the requested information for each Licensed Application; and (ii) Your representations and warranties in Section 4.1 hereof, in making that Licensed Application available for download by end-users in each of the regions You designate hereunder. Furthermore, You authorize Pencil to correct the rating of any Licensed Application of Yours that has been assigned an incorrect rating; and You agree to any such corrected rating.

4.3 In the event that any region You designate hereunder requires the approval of, or rating of, any Licensed Application by any government or industry regulatory agency as a condition for the distribution and/or use of that Licensed Application, You acknowledge and agree that Pencil may elect not to make that Licensed Application available for download by end-users in that region from any Pencil App Stores or the Custom Pencil App Distribution Site.

5. Responsibility and Liability

5.1 Pencil shall have no responsibility for the installation and/or use of any of the Licensed TLD Applications by any end-user. You shall be solely responsible for any and all product warranties, end-user assistance and product support with respect to each of the Licensed TLD Applications.

5.2 You shall be solely responsible for, and Pencil shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Licensed TLD Applications and/or the use of those Licensed TLD Applications by any end-user, including, but not limited to: (i) claims of breach of warranty, whether specified in the EULA or established under applicable law; (ii) product liability claims; and (iii) claims that any of the Licensed TLD Applications and/or the end-user’s possession or use of those Licensed TLD Applications infringes the copyright or other intellectual property rights of any third party.

6. Termination

6.1 This Schedule 1, and all of Pencil’s obligations hereunder, shall terminate upon the expiration or termination of the Agreement.

6.2 In the event that You no longer have the legal right to distribute the Licensed TLD Applications, or to authorize Pencil to allow access to those Licensed TLD Applications by end-users, in accordance with this Schedule 1, You shall promptly notify Pencil and withdraw those Licensed TLD Applications from the Pencil App Store or the Custom Pencil App Distribution Site using the tools provided on the Pencil App Store Connect site; provided, however, that such withdrawal by You under this Section 6.2 shall not relieve You of any of Your obligations to Pencil under this Schedule 1, or any liability to Pencil and/or any end-user with respect to those Licensed TLD Applications.

6.3 Pencil reserves the right to cease marketing, offering, and allowing download by endusers of the Licensed TLD Applications at any time, with or without cause, by providing notice of termination to You. Without limiting the generality of this Section 6.3, You acknowledge that Pencil may cease allowing download by end-users of some or all of the Licensed TLD Applications, or take other interim measures in Pencil’s sole discretion, if Pencil reasonably believes that: (i) those Licensed TLD Applications are not authorized for export to one or more of the regions designated by You under Section 2.1 hereof, in accordance with the Export Administration Regulations or other restrictions; (ii) those Licensed TLD Applications and/or any end-user’s possession and/or use of those Licensed TLD Applications, infringe patent, copyright, trademark, trade secret or other intellectual property rights of any third party; (iii) the distribution and/or use of those Licensed TLD Applications violates any applicable law in any region You designate under Section 2.1 of this Schedule 1; (iv) You have violated the terms of the Agreement, this Schedule 1, or other documentation including without limitation the Pencil App Store Review Guidelines; or (v) You or anyone representing You or Your company are subject to sanctions of any region in which Pencil operates. An election by Pencil to cease allowing download of any Licensed TLD Applications, pursuant to this Section 6.3, shall not relieve You of Your obligations under this Schedule 1.

6.4 You will not be able to claim custody of the TLD from Pencil if there is at least 1 active SLD customer related to your TLD.

6.5 Pencil will not be able to transfer the TLD to any company.

6.6 Assuming a company acquires Pencil Works, LLC. Pencil Works, LLC. will not transfer its TLDs without the prior consent of the original owner.

7. Legal Consequences

The relationship between You and Pencil established by this Schedule 1 may have important legal consequences for You. You acknowledge and agree that it is Your responsibility to consult with Your legal advisors with respect to Your legal obligations hereunder.