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Sony Ericsson Content Submission and Distribution Agreement 1. Background Sony Ericsson Content Submission Site available at http://submit.sonyericsson.com is a web-site (hereinafter the “Site”) on which developers under the terms and conditions in the Agreement can submit Content for review and evaluation by Sony Ericsson. Sony Ericsson may then choose to license such Content for commercial distribution and via its Portals and sub-license to end-users for use on compatible devices pursuant to the rights granted to Sony Ericsson under this Agreement. The Site is published and maintained by Sony Ericsson Mobile Communications AB, a company incorporated under the laws of Sweden with corporate identity number 556615- 6658, VAT registration number SE-5566156658-01 and with address Nya Vattentornet SE-221 88 Lund, or its subsidiaries or branch offices, (together "Sony Ericsson"). If You wish to get in contact with Sony Ericsson, please send an email to: submission- [email protected]. 2. Accepting this Agreement The Sony Ericsson User Terms and Privacy Notice available at www.sonyericsson.com and the following terms and conditions in this Content Submission and Distribution Agreement including the Sony Ericsson Content Policy & Guidelines and Content Submission & Quality Guidelines available at http://developer.sonyericsson.com , (hereinafter collectively referred to as the “Agreement”) forms a legally binding contract between You and Sony Ericsson in relation to Your use of the Site and submission of Your Content for consideration by Sony Ericsson for commercial distribution via the Sony Ericsson Portals and, as applicable, Sony Ericsson’s distribution of Your Content. You represent that You have the legal authority to accept this Agreement on behalf of Yourself and any party You represent. YOU AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT WHEN YOU (i) CLICK ON THE “I AGREE” BUTTON THE FIRST TIME YOU USE SITE, AND (ii) EACH TIME YOU SUBSEQUENTLY USE THE SITE. IF YOU DO NOT AGREE WITH THIS AGREEMENT, CLICK “CANCEL” AND YOU MAY NOT USE THE SITE OR SUBMIT CONTENT AND YOUR CONTENT MAY NOT BE SELECTED FOR ON-LINE DISTRIBUTION BY SONY ERICSSON. 3. Definitions B2C Net Revenue” means the actual share of the gross consumer price for a Content paid out to Sony Ericsson by a third party billing provider. For the sake of clarification gross consumer price includes any and all value added and sales taxes. “Certificationmeans that Content has to be tested and certified according to the standards setup by the industry or as advised from time to time by Sony Ericsson; “Content” means any content such as applications, software, games, music, photographs, images, themes, flash, graphics including, without limitation, any tones, name or trademark related thereto which is submitted by You to the Sony Ericsson Content Submission Site whether or not selected for distribution to end users by Sony Ericsson in accordance with this Agreement.

Sony Ericsson Content Submission and Distribution Agreement

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Page 1: Sony Ericsson Content Submission and Distribution Agreement

Sony Ericsson Content Submission and Distribution Agreement

1. Background Sony Ericsson Content Submission Site available at http://submit.sonyericsson.com is a web-site (hereinafter the “Site”) on which developers under the terms and conditions in the Agreement can submit Content for review and evaluation by Sony Ericsson. Sony Ericsson may then choose to license such Content for commercial distribution and via its Portals and sub-license to end-users for use on compatible devices pursuant to the rights granted to Sony Ericsson under this Agreement. The Site is published and maintained by Sony Ericsson Mobile Communications AB, a company incorporated under the laws of Sweden with corporate identity number 556615-6658, VAT registration number SE-5566156658-01 and with address Nya Vattentornet SE-221 88 Lund, or its subsidiaries or branch offices, (together "Sony Ericsson"). If You wish to get in contact with Sony Ericsson, please send an email to: [email protected].

2. Accepting this Agreement The Sony Ericsson User Terms and Privacy Notice available at www.sonyericsson.com and the following terms and conditions in this Content Submission and Distribution Agreement including the Sony Ericsson Content Policy & Guidelines and Content Submission & Quality Guidelines available at http://developer.sonyericsson.com, (hereinafter collectively referred to as the “Agreement”) forms a legally binding contract between You and Sony Ericsson in relation to Your use of the Site and submission of Your Content for consideration by Sony Ericsson for commercial distribution via the Sony Ericsson Portals and, as applicable, Sony Ericsson’s distribution of Your Content. You represent that You have the legal authority to accept this Agreement on behalf of Yourself and any party You represent. YOU AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT WHEN YOU (i) CLICK ON THE “I AGREE” BUTTON THE FIRST TIME YOU USE SITE, AND (ii) EACH TIME YOU SUBSEQUENTLY USE THE SITE. IF YOU DO NOT AGREE WITH THIS AGREEMENT, CLICK “CANCEL” AND YOU MAY NOT USE THE SITE OR SUBMIT CONTENT AND YOUR CONTENT MAY NOT BE SELECTED FOR ON-LINE DISTRIBUTION BY SONY ERICSSON.

3. Definitions “B2C Net Revenue” means the actual share of the gross consumer price for a Content paid out to Sony Ericsson by a third party billing provider. For the sake of clarification gross consumer price includes any and all value added and sales taxes.

“Certification” means that Content has to be tested and certified according to the standards setup by the industry or as advised from time to time by Sony Ericsson;

“Content” means any content such as applications, software, games, music, photographs, images, themes, flash, graphics including, without limitation, any tones, name or trademark related thereto which is submitted by You to the Sony Ericsson Content Submission Site whether or not selected for distribution to end users by Sony Ericsson in accordance with this Agreement.

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"Level 1 Support" means receipt and management of all customer support calls relating to Content specific issues and provision of fixes for known problems.

"Level 2 Support" means reproducing and isolating problems and testing software fixes.

"Level 3 Support" means providing software fixes for correction of isolated problems, and developing workarounds for problems and testing software fixes. Such software workarounds and fixes being subject to the final approval of Sony Ericsson before release.

“Promotional Elements” means high resolution Content images, screen shots and logotypes (.jpeg, .psd or .gif format), game promoting video clips and/or animations (flash and mpeg or .avi), a mobile game demo (ActiveX plug-in, Java, Shockwave or similar solution), graphics and other mutually agreed properties to be used for advertising and marketing purposes, including, without limitation, above-the-line, below-the-line, in box material, digital media, events and presentations. “Portals” means Sony Ericsson’s web and wap based portals and handset clients. “Trademarks” means any trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of You or Sony Ericsson, respectively, from time to time owned or licensed by such party. “Update” means any and all updates, fixes, patches, workarounds, revisions, additions, modifications, enhancements and new versions and releases of the Content or the documentation, as the Agreement may require. “You” or “Your” refers to Your company, organization or legal entity.

4. Registration

Only legal entities, such as companies, partnerships and sole proprietorships, may submit Content. You may not submit Content as a private person. Furthermore, You must hold a Sony Ericsson Developer World membership. If You do not already hold such a membership and wish to do so, please visit http://developer.sonyericsson.com. (Please note that separate terms and conditions for obtaining a Sony Ericsson Developer World membership may apply. You must be minimum 18 years old to register for such a membership and for submitting any Content to the Site). If You are agreeing to be bound by this Agreement on behalf of Your employer or other entity, You hereby represent and warrant that You have full legal authority to bind Your employer or such entity to this Agreement. If You do not have the needed authority, You may not accept this Agreement or submit any Content to the Site on behalf of Your employer or other entity.

5. Pricing, Payment, Taxes etc Sony Ericsson does not charge any fee for submission of Content on the Site. However, Sony Ericsson reserves the right to revise the submission policy at any given time, including but not limited to charging a submission fee. Costs to submit Content via Internet may apply, so please check with your Internet service provider for current

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charges. Note also charges may apply for Your testing and certification of submitted Content, as set forth below (section 8). Unless mandatory local law states otherwise, You are responsible for any costs, taxes, duties or levies incurred as a result of submitting Your Content. In addition, You hereby acknowledge that should Your Content be selected for distribution via the Sony Ericsson Portals, this may incur taxes, duties or other levies. You hereby unconditionally accept to bear any such tax, duty or other levy on behalf of Yourself.

6. Use of the Site and Prohibited Content The Site shall be used for lawful purposes only. In order to submit Your Content You are required to provide essential information on the Content, including but not limited to the name of the Content, a short description and Content type. You agree to submit truthful and complete information when registering for and using the Site. You acknowledge and agree that You are solely responsible for Your Content and agree to acquire any consents, permissions or licenses needed as required by the Agreement and applicable law. You warrant and guarantee that Your Content not in part or in whole, is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless You are the owner of such rights or have permissions, consents or licenses needed as required by the Agreement and applicable law from its rightful owners. You hereby agree and warrant that Your Content complies with this Agreement and adheres to Sony Ericsson Content Policy & Guidelines and Content Submission & Quality Guidelines in effect at the time of submission available at http://developer.sonyericsson.com. You agree to cooperate with Sony Ericsson in this process and to truthfully answer questions and provide information about Your Content, as reasonably requested by Sony Ericsson. For avoidance of doubt, You acknowledge and agree that Content will not contain any language or material that is discriminating, obscene, violent or abusive, promote alcohol, smoking or drugs, be libelous or defamatory, political; religious and occult and will not, when so used, violate or infringe upon any law, statute, ordinance or regulation (including, without limitation, any copyright, trademark, service mark, literary, dramatic or motion picture right, right of privacy, right of publicity or contract right) of any person, and that the Content and the Promotional Elements will comply with the rights, limitations and restrictions applicable to the use thereof in accordance with this Agreement.; In general, Content must be in line with Sony Ericsson values and therefore they must not include material that is generally regarded as having any references to immoral or unethical material and shall not contain any material and/or statement which violates or infringes in any way upon the rights of others, which is unlawful, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent or otherwise objectionable, which encourages conduct or is conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any applicable law.

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Furthermore, You warrant that (a) Your Content does not contain a virus, Trojan horse, “sniffer” routines, backdoors, “robots”, “spiders”, worms, time bombs, bots, or any other harmful software code, file, program or programming routine, or other similar harmful or deleterious programming routines or free or open source code or shareware; (b) You have the right, title and interest in and to the intellectual property rights as necessary to grant all the rights to Sony Ericsson as provided under this Agreement and own the Content submitted by You to the Site and/or licensed hereunder or that You otherwise have the right to submit the Content and grant the license required hereunder and that Content does not infringe or misappropriate any patent, copyright, trademark, trade secret or any other proprietary intellectual property rights of others; (c) You will not submit any unauthorized or unsolicited bulk e-mail solicitations, chain letters, advertisements, marketing or promotional materials, “junk mail”, “spam”, pyramid schemes or any other solicitations or communications, including without limitation spamming us or other users of the Site, or use or collect other users' e-mail addresses or phone numbers, or other users' information or postings, or use the Site to perform any data collection, extraction or mining or gain or attempt to gain unauthorized access to our or any Sony Ericsson service’s visitor's computer system; (d) that Your postings and Content shall not cause injury or harm to any persons or entities; and (e) Your use of the Site will not compromise the security or integrity of Sony Ericsson's computer systems, networks, Site or web-site(s) or servers, whether by allowing intruders into the same, introducing viruses or other threats, imposing a disproportionate or unreasonably large load on the Site or its infrastructure, or using any computer programming routine, file, or phone to damage or interfere with the operation of the Site. You acknowledge that You are solely responsible in obtaining all necessary releases and clearances from any performers, creators and/or other third parties and any unions and guilds or otherwise in connection with use of the Content and that the You shall be solely responsible for all royalty payments to such third parties in relation to the use of the Content by Sony Ericsson and its affiliates in accordance with the terms of this Agreement.

All submission interaction within the Site (dialogue) must be in English. Content failing to comply with this Agreement and Sony Ericsson Content Policy & Guidelines and/or Content Submission & Quality Guidelines will be rejected and not considered for distribution. Should Your Content be rejected, Sony Ericsson will inform You via email or via Your Developer World account.

7. License Grant Sony Ericsson does not claim ownership in Your Content. Sony Ericsson acknowledges that all intellectual property rights in the Content and Your trademarks and logos are and remain the exclusive property of You or your licensors. Nothing in this Agreement shall transfer ownership or any aspect of ownership of Your or Your licensors intellectual property rights to Sony Ericsson.However, by submitting Content on the Site You grant to Sony Ericsson a non-exclusive, worldwide, irrevocable during the term of this Agreement, and royalty-free license to use, copy, demonstrate, publicly perform, display, and distribute the Content as required in connection with the Site and for the purpose of Sony Ericsson’s evaluation and consideration for commercial distribution of Your Content to end users.

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Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Trademarks. Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any right, title or interest, including, without limitation, any implied license, in or to any Trademarks of the other party. Any license You grant to Sony Ericsson hereunder includes Sony Ericsson global affiliates, its respective consultants, suppliers and contractors providing services for or on behalf of Sony Ericsson. Should Your submitted Content be selected by Sony Ericsson for on-line distribution via the Sony Ericsson Portals, You hereby grant to Sony Ericsson a non-exclusive license to distribute the Content worldwide, including without limitation, the right to, either itself or through sub-contractors, use and copy the Content and when applicable the Promotional Elements, for the purpose of distributing, downloading, uploading, storing, transmitting, licensing, marketing, advertising, and selling for use in connection with mobile phones. Should Sony Ericsson distribute Your Content via the Sony Ericsson Portals, You acknowledge that a consumer may be able to sample the Content and/or the Promotional Elements on a web-, wap site and/or an embedded handset client for purpose of auditioning the Content prior to making its decision whether to purchase and/or download Content.

You further acknowledge and agree that Sony Ericsson is without any obligation to distribute Your Content. Should Sony Ericsson chose to distribute the Content, Sony Ericsson may at any time and at Sony Ericsson’s sole discretion, without any liability what so ever, cease such distribution.

8. Content Submission and Selection You may submit Your Content to the Site for consideration by Sony Ericsson for distribution via the Sony Ericsson Portals if You consider Your Content compliant with this Agreement and adhering to the Sony Ericsson Content Policy & Guidelines and Content Submission & Quality Guidelines. Sony Ericsson reserves the right to, at its own discretion, reject and/or revoke Your Content at any time if it considers that Your Content does not adhere to the Sony Ericsson Content Policy & Guidelines, Content Submission & Quality Guidelines this Agreement, and/or otherwise fails to meet the expected quality and placement criteria on it’s Portals or for any reason (even if it meets the mentioned requirements). You are solely responsible for developing Content that is safe, free of defects in design and operation, and complies with this Agreement, and any and all applicable laws and regulations. Any submitted Content will be treated with confidentiality during the evaluation phase. Until Sony Ericsson decides to distribute the the Content, the Content will not be made available to other developers, users or visitors to the Site. Only You and Sony Ericsson, including its global affiliates, its respective consultants, suppliers and contractors providing services for or on behalf of Sony Ericsson as required for the purpose of this Agreement, will be able to access Your Content.

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Should You wish to withdraw or revoke any Content submitted to the Site, You can send an email to [email protected]. Upon such request, Sony Ericsson will make best efforts to remove the Content from the Site within a reasonable time. Notwithstanding the aforesaid, You may not revoke Content once Sony Ericsson has begun distributing Your Content via its Portals.

Testing & Certification For any submitted Content, which in Sony Ericsson’s sole discretion has passed the Sony Ericsson Content Submission & Quality Guidelines, Sony Ericsson will require the Content to be tested and certified according to industry standard certification process/program as described in Content Submission & Quality Guidelines. You are solely responsible for any costs incurred for such testing and certification of Your Content.

9. Distribution Sony Ericsson will review and evaluate the submitted Content. Should Your Content be selected by Sony Ericsson for commercial distribution via its Portals to end users, You shall deliver the Content (and, as applicable, Promotional Elements) to be provided hereunder, at mutually agreed upon delivery dates. You shall ensure that all Content complies with the format, Certification, media, and requirement specifications, including but not limited to Sony Ericsson Content Policy & Guidelines and Content Submission & Quality Guidelines available at http://developer.sonyericsson.com. You shall further ensure that the Content meets or exceeds standards of quality and performance generally accepted in the industry and that is at least commensurate with the quality and performance of other content developed by You as of the date of this Agreement. You shall be solely responsible for all aspects of the Content, including providing technical support to Sony Ericsson. Royalty Fee For as long as Sony Ericsson distributes Your Content, Sony Ericsson shall submit to You monthly reports detailing the number of downloads of Your Content during that month. Such monthly reports will be sent to You before the end of the following calendar month. Against the above-mentioned reports and following the end of each calendar month, Sony Ericsson will pay to You a royalty fee of 70% of the B2C Net Revenue, unless otherwise separately agreed in writing. Sony Ericsson will pay such royalty fee to You within forty five (45) days following the corresponding monthly report. Payments will be made for each copy of a Content that is successfully downloaded and sold to the end user. Notwithstanding the aforesaid, in the event the total amount payable to You hereunder is less than five hundred Euros (€ 500), Sony Ericsson shall have the right to withhold payment until the next regularly scheduled monthly payment date on which the amount payable to You equals or exceeds five hundred Euros (€ 500). You acknowledge that royalties shall not be payable for any re-downloads made where Content has failed to download correctly or where Content has been removed from the

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handset as a result of the product being serviced. You are responsible for any rebates or claims payable to end users due to any defects in the Content. Save as provided under this Clause 9, no other royalties shall be payable to You for distribution or sub-licensing of the Content. You acknowledge that the end user price for any Content distributed hereunder by Sony Ericsson is set by Sony Ericsson, at its sole discretion. Without limiting the aforesaid, You may provide recommended prices for Your Content.

10. Support You shall be responsible for Level 2 and Level 3 support and for maintaining and managing necessary servers and providing the online services related to the functionality of the Content.

11. Site availability

Sony Ericsson reserves the right, in its sole discretion, to change, improve and correct the Site and Content submission functionality. Content submission may not be available at all times, including but not limited to maintenance breaks. Sony Ericsson may change, modify or withdraw access to the Site at any time, including its services, without prior notice, and without any liability whatsoever. Sony Ericsson is not liable for the temporary non-availability of the Site, or for any delay or damage during the transmission. To the fullest extent permitted by law, no warranty of any kind is made in relation to the condition, suitability, availability, accuracy, reliability, merchantability and/or non-infringement of the Site, the user’s own equipment, any public communication and/or operator networks. Sony Ericsson may also without liability decide to discontinue the submission site or any part thereof in its sole discretion, in the event of which you will be notified via email or via your Developer World account.

12. Confidentiality

You agree that any and all information and know-how that Sony Ericsson may from time to time disclose to You, whether orally, in writing or digitally, which relates to the business and technology of Sony Ericsson or its affiliates, including but not limited to any of its products, data, know-how, product roadmaps, designs, drawings, photographs, illustrations, notes, memoranda, financial information, financial projections, financial records, marketing information, spreadsheets and computer software shall be considered and referred to collectively as "Confidential Information." Confidential Information does not include any information which the receiving party can demonstrate:

(i) is or becomes public knowledge acknowledged by the disclosing party other than by breach of this Clause 12; or

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(ii) is in the possession of You without restriction in relation to disclosure before the date of receipt from Sony Ericsson; or

(iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or

(iv) is independently developed without access to the Confidential Information.

You agree to keep and procure to be kept secret and strictly confidential all the Confidential Information obtained or received from Sony Ericsson pursuant to this Agreement or prior to it. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. You shall not at any time divulge, disclose nor otherwise furnish, directly or indirectly, to any third party any such Confidential Information unless required by law or other statutory regulation or unless You have prior written approval of an authorized representative of Sony Ericsson in each instance.

Notwithstanding the aforesaid, You may reveal Confidential Information to Your employees, agents or sub-contractors to whom disclosure is necessary for You to perform Your duties for the purpose of this Agreement only. You shall impose the above obligation of confidentiality on their employees, agents and sub-contractors.

You further agree that despite any other confidentiality agreements You may have between You and Sony Ericsson, Sony Ericsson will not be responsible for keeping confidential any information You submit to Sony Ericsson for consideration through the Site.

You acknowledge that Sony Ericsson develops its own Content and works with many developers and publishers who develop their own Content. Some of Sony Ericsson’s or its publisher partners’ Content may be similar to or compete with Your Content, either now or some time in the future. Sony Ericsson cannot agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to any information that You may provide in connection with this Agreement or the Site, including information included in or with Your Content.

13. Privacy Any data collected, including personal data collected during registration, may be stored by or on behalf of Sony Ericsson and information related to how Sony Ericsson protects your personal data can be found in the Privacy Notice available on www.sonyericsson.com.

14. Termination

This Agreement will be effective as of the date of acceptance and remain in force until terminated as set forth below.

Sony Ericsson shall be entitled to immediately terminate Your account, permitted use of the Site and/or this Agreement if: (i) You have breached any provision of this Agreement; (ii) Sony Ericsson is required to do so by law; (iii) Sony Ericsson decides to no longer offer the Site; or (iv) You suffer distress or execution or commit an act of bankruptcy or go or are put into liquidation (otherwise than solely for the purpose of amalgamation or

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reconstruction) or if a receiver is appointed over any part of Your business or if an administration order is made in respect of You. Sony Ericsson will not be liable for any compensation, indemnity, or damages of any sort as a result of terminating this Agreement in accordance with its terms. Termination of this Agreement is without prejudice to any other rights or remedies which Sony Ericsson may have, now or in the future.

You may terminate Your registration and account if You no longer wish to use the Site. You can do so by sending an email to [email protected] . After termination, You will no longer have access to the Site nor be able to submit Content. If You wish to terminate this Agreement, You must provide Sony Ericsson with sixty (60) days prior written notice. Termination or expiry of this Agreement shall not affect (i) any rights of a Sony Ericsson customer to use the Content; (ii) the right of Sony Ericsson to retain and exploit such copies of any part of the Content solely to the extent that it may reasonably require in providing continued customer support; (iii) Sony Ericsson’s payment obligations under this Agreement; or (iv) any rights which have accrued to the parties prior to the date of termination.

Upon termination or expiry of this Agreement Sony Ericsson and its Affiliates, may continue to exploit the Content in accordance with the terms and conditions of this Agreement for a period of three (3) months after such termination or expiry.

Clauses 10, 12, 17, any warranties provided under this Agreement and those provisions that are expressed or intended to survive shall survive any termination or expiration of this Agreement.

15. Disclaimer

Sony Ericsson shall in no event be responsible for any costs, expenses, damages, losses, including without limitation lost business opportunities or lost profits, or other liabilities You may incur as a result of developing Your Content or use of the Sony Ericsson Site, including without limitation the fact that Your Content may not be selected for distribution via the Sony Ericsson Portals, or if Sony Ericsson for any reason discontinues the Site. No responsibility will be accepted for any Content lost, delayed, misdirected, damaged, or undelivered, whether due to technical difficulties affecting electronic communication or else. DISCLAIMER OF WARRANTIES YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND ANY ASSOCIATED SOFTWARE OR SERVICES IS SOLELY AT YOUR OWN RISK. THE SITE AND THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY WHATSOEVER. YOUR USE OF THE SITE AND ANY MATERIAL DOWNLOADED OR OTHERWISE ACCESSED THROUGH THE USE OF THE SITE IS MADE AT YOUR OWN CHOICE AND RISK. FURTHERMORE, YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA WHICH MAY RESULT FROM ANY SUCH USE.

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SONY ERICSSON FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

16. LIMITATION OF LIABILITY TO THE EXTENT NOT PROHIBITED BY LAW, YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT SONY ERICSSON SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT SONY ERICSSON OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

17. Indemnification To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Sony Ericsson and its respective affiliates, directors, officers, employees and agents from and against any and all damage, cost and expenses (including reasonable attorney’s fees) incurred as a result of any third party claim, suit, action, or other proceeding resulting from or arising out of: (i) Your breach of the Agreement; (ii) Content submitted by You via the Site; (iii) a claim that any of the Content in any manner infringes or violates upon any third party copyright, trademark, trade secret, trade dress, patent or other intellectual property right, or defamation of any person or violation of their rights of publicity or privacy; and (iv) misuse of the Site by a third party where such misuse was attributable to Your failure to reasonably protect Your username and password against misuse.

18. Amendments to this Agreement. From time to time, Sony Ericsson may change or modify the terms and conditions of this Agreement. You should therefore visit these pages in conjunction with each visit to the Site. If You continue to use the Site after we have changed or modified this Agreement, it also means You agree to the new terms.

19. General legal 18..1. Governing Law and Dispute resolution

Any controversy or claim arising out of or in connection with this Agreement, Your submission of Content, use of the submission Site or otherwise in connection with the submitted Content shall to the extent possible, be governed by the laws of Sweden, without regard to any conflict of law principles, and be settled by arbitration in Stockholm, Sweden in accordance with the Rules of the International Chamber of Commerce (“ICC”). The arbitral tribunal shall be composed of one (1) arbitrator. All arbitral proceedings conducted under this clause shall be held in English and be kept confidential.

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18..2. Assignment

Sony Ericsson shall be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement without Your prior written consent. You are only entitled to assign or transfer all or any of Your rights, benefits and obligations under this Agreement with Sony Ericsson’s prior written consent.

18..3. Severability If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall not affect the other part of that provision or the other provisions of this Agreement which shall remain in full force and effect.

18..4. Relationship of the Parties. In entering into this Agreement, both Sony Ericsson and You shall have the status of independent contractor. Nothing contained herein shall contemplate or constitute a partnership, joint venture or fiduciary relationship between Sony Ericsson and You.

18..5. Waiver No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver nor shall any single or partial exercise preclude any further exercise of any right, power or privilege under this Agreement or otherwise.

18..6. Export Control

The Content may be subject to applicable export control laws. You agree to obey all such laws and regulations with respect to your possession and use of the content.

18..7. Entire Agreement This Agreement form the entire agreement between You and Sony Ericsson relating to the subject matter hereof and supersedes all prior communications, written and oral, between the You and Sony Ericsson. All amendments and modifications to this Agreement shall be made by a written document signed by both parties.

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18..8. Notices Any notices relating to this Agreement shall be in writing. Notices will be deemed given by Sony Ericsson when sent to the email address or mailing address You provided during registration as for Your Developer World account. You consent to receive notices by email and agree that any such notices that Sony Ericsson may send to You electronically by email will fulfil any legal communication requirements. You may change Your email address by updating Your registration data in Your Developer World Account. You may provide notices under this Agreement to Sony Ericsson in writing to the following address: Sony Ericsson Mobile Communications AB, attn. Head of Content and Services, Nya Vattentornet, SE-221 88 LUND or to the following email: [email protected]

* * *

Sony Ericsson Mobile Communications. Content Submission and Distribution Agreement- v.1.01