TV-TWO_Terms_and_Conditions.pdf

GENERAL TERMS AND CONDITIONS OF SERVICE
TV-TWO GmbH ("Terms and Conditions")
1. Subject of the Terms
a) TV-TWO GmbH ("TV-TWO"), with registered offices in Alte Churerstrasse 47, 9496
Balzers, Liechtenstein, under the Register Number FL-0002.582.051-0, offers
applications for the consumption of media content under the names of TV-TWO and
Chally, applications for rewards programs under the name of Make Money, and
software under the name of apo.ai (“apo”) for the smart auto responding of reviews
placed on the Internet.
b) These Terms and Conditions and the Privacy Policy apply to all contractual
relationships between TV-TWO and the customer. Agreed conditions of the order
confirmation are to be treated superior to these Terms and Conditions. If the customer
purchased TV-TWO's cryptographic Token for Television ("TTV"), TV-TWO’s Terms
of Token Sale also apply. General conditions of the customer do not apply, as far as
these were not expressly recognized in writing by TV-TWO.
c) These Terms and Conditions uphold regulations for the following five services:
i .Service for the consumption of media content
a. via the application called TV-TWO
b. via the application called Chally
ii. Service for the distribution of organic video content
iii. Service for distribution of promotional video content
iv. Service for smart auto responding of reviews
a. via the software called apo
v. Service for a rewards program
a. via the application called Make Money
2. Commencement of contract and Duration
a) The contract between the customer and TV-TWO about TV-TWO’s services ("Service
Agreement") is concluded by the proper signing of the order confirmation for the
respective service by the customer, online by downloading TV-TWO’s application, by
interacting with a Smart Contract on the Ethereum Blockchain that was provided by
TV-TWO, or online by the booking of the TV-TWO service and confirmation of these
Terms and Conditions. Acceptance by TV-TWO shall be effected by separate order
acknowledgement via e-mail or implied by the commencement of the delivery of the
TV-TWO services.

b) The Service Agreement is concluded for an indefinite period and may be terminated
by either party with four weeks' notice to the end of the quarter. The right of each
party to terminate for cause shall remain unaffected. The termination must in each
case be made in writing to the address of the other contracting party named in the
service contract.
3. Service for the consumption of media content
a) via the application called TV-TWO
i. Subject of the service
a. With the TV-TWO application, TV-TWO offers an algorithm-specific
video program curated from partners and content from YouTube LLC.
Hence, by using the TV-TWO application, customers agree to be bound to
the YouTube Terms of Service (https://www.youtube.com/t/terms). The use
of the application for the consumption of media content is free. The
application can be obtained from the Google Play Store, the App Store by
Apple and the stores of various Smart TV manufacturers, like LG and
Samsung, or directly from TV-TWO.
ii. Services
a. When the customer first starts the TV-TWO application on the Smart TV, a
cryptocurrency wallet will be created on the Smart TV. Subsequently, the
customer has the opportunity to synchronize the Wallet's private key with a
mobile device using the Link to TV feature on the TV-TWO mobile
application. The TV-TWO mobile application is needed to store and receive
the virtual reward token offered by TV-TWO, as described in 3. a)
c., when watching on the Smart TV application.
b. In the regular operation of the TV-TWO Smart TV application, the
customer can switch between the traditional TV program and his
personalized TV channel at the push of a button on the remote control. The
personalized TV channel contains a mix of organic and promotional video
content that is automatically curated based on input from the customer and
analyzed user behavior. In the regular operation of the TV-TWO mobile
application, the customer can watch YouTube creators. Customers may
search for keywords to receive a specific YouTube channel.Additionally,
the customer may donate the received virtual token to a chosen creator,
using the Support feature.
c. After watching promotional video content, the customer will receive a
virtual reward token to his in-app wallet on TV-TWO. In addition, a
rewards program allows users to earn the same virtual reward token
through performing tasks and offers, which are provided by multiple
third-party providers. TV-TWO merely acts as mediator between its users
and the offer providers. Any disputes by a user regarding tasks and offers
has to be adjudicated directly with the respective offer partner. No
monetary transaction is needed for qualification. No purchasing of any
goods or services is mandatory to partake in the loyalty program. The
rules: Follow the individual instructions to complete the task or offer and
pass the minimum payout threshold. The user has the option to receive

TTVs to his external personal wallet in exchange for the virtual reward
token at a rate of 1,000 virtual reward token for 1 TTV. The credit
redemption follows a fixed ratio. To receive TTVs, the customer has to
collect a minimum of 100,000 virtual tokens in the TV-TWO mobile
application, which exchange to 100 TTVs. A payout can be initiated by
clicking the "Withdraw" button. Any user with a minimum of 100,000
virtual tokens qualifies for the withdrawal. TTVs are sent out to private
wallets in badges every 72 hours. At any time, TV-TWO may decide in
its sole discretion to alter this procedure in its best interest, including but
not limited to the TTV amount and withdrawal time. The loyalty program
rewards users in strict accordance with the Google Play Developer
Program Policy Update, effective March 1, 2021.
iii. Duties and obligations of the customer
a. The Customer is solely responsible for keeping his private key safe and secure
from third party access, this holds for the in-app wallet created for the
collected virtual tokens and the external personal wallet. The private key is
never sent to TV-TWO’s servers. As a result, TV-TWO cannot help customers
recover lost private keys and cannot be reclaimed for lost cryptocurrencies.
b) via the application called Chally
a. With the Chally application for Smartphones, TV-TWO offers a partly
algorithm-specific program based on content from YouTube LLC. Hence, by
using the application Chally, customers agree to be bound to the YouTube
Terms of Service (https://www.youtube.com/t/terms). The use of the
application for the consumption of media content is free. The application can
be obtained from the Google Play Store, App Store by Apple or directly from
TV-TWO.
ii. Services
a. In the regular operation of the Chally application, the customer can watch
content that is displayed in multiple lists. The offered content contains a mix
of organic and promotional video content that is displayed based on direct
input from the customer or analyzed user behavior. Customers may search for
keywords to receive a specific YouTube channel.
b. The customer will receive a virtual token to a virtual in-app wallet on a pro rata
basis for the duration of the video viewed. Video content for the Chally
application is provided by TV-TWO’s servers.
c. The received virtual token can be used as in-app collectible or pledged to so
called challenges as medium of vote. Challenges depict missions or
suggestions for video creators’ future content, where video creators are the
owners of respective YouTubes channels. Challenges are created and shared by
Chally’s users. A leaderboard lists the existing challenges according to the
virtual token amount pledged to them, including the user names of the creator
and top contributors.
d. In the future, in-app purchases of virtual tokens might be integrated.

a. The customer is solely responsible for keeping his in-app wallet safe and secure
from third party access. Unwillingly pledged virtual tokens cannot be recovered
or reclaimed. The virtual token is only of value inside the Chally application
and cannot be pay out. The customer must always follow the Chally
Guidelines. At any time, TV-TWO may decide in its sole discretion to lock or
delete existing user accounts with no need to recover the virtual tokens lost.
4. Service for the distribution of organic video content
i. Services
a. Through TV-TWO, creators of video content have the opportunity to
present their clips to the users of the TV-TWO application.
b. The customer gives TV-TWO access to the video content and grants TV-
TWO a time-limited license to distribute the content via the TV-TWO
application.
c. If the video is played to a user of the application, the customer will receive
virtual tokens from the user's wallet in proportion to the length of the video
viewed.
ii. Special duties and obligations of the customer
a. By providing the video content, customer declares that the material isfree
from sexual content, violent content or content in which customer does not
have all necessary rights.
b. To receive TTVs for the virtual token, the customer must submit a public
Ethereum address together with the video material to TV-TWO.
i. Services
a. Through TV-TWO, creators of video content have the opportunity to
present their clips to the users of the Chally application.
b. The customer gives TV-TWO access to the video content and grants TV-
TWO a time-limited license to distribute the content via the Chally
application.
a. By providing the video content, customer declares that the material isfree
from sexual content, violent content or content in which customer does not
have all necessary rights.
b. If the customer accepts a challenge created by a Chally user, he must
mention the creator and top 3 contributors and upload the video to the
respective YouTube Channel, as well as the Chally application. If the
criteria are fulfilled, the virtual token pledged to the challenge will be paid
out to the content creator. At any time, TV-TWO may decide in its sole

discretion to limit, hold back or cancel the payment.
5. Service for the distribution of promotional video content
i. Services
a. In order to generate additional reach beyond the reach of organic videos
through the TV-TWO application, a customer may opt for sponsoring
individual videos as part of an advertising campaign.
b. As part of the sponsorship, the advertiser has to submit a campaign booking on
TV-TWO’s campaign booking interface, which can be reached via https://tv-
two.com/campaign. If the video is played to a user of the application, the user
will be credited with virtual tokens from the Smart Contract on a pro rata basis
for the duration of the video viewed. The advertiser thus builds a relationship
with the user's Smart TV or mobile phone respectively, documented by the
token transaction.
a. By providing the promotional videos, the customer declares thatthe material
is free from sexual content, violent content or content in which customer
does not have all necessary rights.
b. The customer signs a service contract for advertising with TV-TWO, when
submitting the campaign booking. TV-TWO acquires TTV on a third-party
trading platform with 90% of the campaign volume and inserts the advertiser's
tokens in the Smart Contract. 10% of the campaign volume remains with TV-
TWO as platform operator. Alternatively, the advertiser can also insert
personally acquired TTV in the Smart Contract. At any time, TV-TWO may
decide in its sole discretion to alter this procedure in its best interest.
c. The customer has to adhere to the TV-TWO Advertising Guidelines at all
times.
iii. Remuneration and payment terms
a. The customer is obliged to pay the remuneration agreed in the service
contract.
b. All prices are exclusive of VAT.
c. Billing is per invoice per campaign in advance.
d. The customer has to check the invoice immediately and has to communicate
any doubt about the correctness immediately in writing. If the customer does
not object to the invoice within four (4) weeks of receipt, this is considered
an approval. TV-TWO points out the consequences of a failure to timely
complaint. Any legal claims of the customer in the event of complaints after
expiry of the deadline remain unaffected.
e. The invoice amount is due immediately upon receipt of the invoice by the
customer and is payable in full within seven (7) days thereafter in one of the
payment methods offered by TV-TWO (e.g. bank transfer or credit card). The
customer is not entitled to any particular form of payment preferred by him. If
the customer has authorized TV-TWO to collect the invoice amount by direct

debit, the invoice amount will be collected atthe
earliest on the due date of the claim. The customer has to providesufficient
cover for his account. The costs of a direct debit return due to lack of cover of
the account shall be borne by the customer. If the customer has granted TV-
TWO a direct debit authorization or a SEPA direct debit mandate, TV- TWO
will notify him in writing or electronically at the latest one (1) day prior to
collection of the remuneration by SEPA Core Direct Debit on the execution
date of the direct debit.
f. The contracting parties are only entitled to offset with undisputed and
legally established claims.
g. Invoices will be sent by e-mail with a digital signature. Aqualified
electronic signature is not required for this purpose.
i. Services
a. Through the Chally application, TV-TWO offers ad space to ad networks with a
mobile focus. Such inventory may freely be offered to advertisers by the
respective ad network.
a. By providing the promotional videos, the customer declares thatthe
material is free from sexual content, violent content or content in which
customer does not have all necessary rights.
b. The advertiser signs a service contract with TV-TWO.
c. The customer has to adhere to the TV-TWO Advertising Guidelines at all
times.
iii. Remuneration and payment terms
contract.
c. Billing is per invoice per campaign in advance.
d. The customer has to check the invoice immediately and has to communicate
any doubt about the correctness immediately in writing. If the customer
does not object to the invoice within four (4) weeks of receipt, this is
considered an approval. TV-TWO points out the consequences of a failure
to timely complaint. Any legal claims of the customer in the event of
complaints after expiry of the deadline remain unaffected.
payment methods offered by TV-TWO (e.g. bank transfer or credit card). The
customer is not entitled to any particular form of payment preferred by him. If
the customer has authorized TV-TWO to collect the invoice amount by direct
debit, the invoice amount will be collected at the earliest on the due date of the
claim. The customer has to providesufficient cover for his account. The costs
of a direct debit return due to lack of cover of the account shall be borne by the
customer. If the customer has granted TV-TWO a direct debit authorization or a
SEPA direct debit mandate, TV- TWO will notify him in writing or

electronically at the latest one (1) day prior to collection of the remuneration by
SEPA Core Direct Debit on the execution date of the direct debit.
f. The contracting parties are only entitled to offset with undisputed and legally
established claims.
g. Invoices will be sent by e-mail with a digital signature. Aqualified electronic
signature is not required for this purpose.
6. Service for smart auto responding of reviews
a) via the software called apo
a. With the apo software, TV-TWO offers smart auto responding to reviews
about the customer’s products or services placed on online platforms,
including but not limited to the Apple App Store and Google Play Store.
The use of the apo software may be obtained through multiple plans
following the pricing model displayed under apo.ai. TV-TWO may, at its
sole discretion, offer customers a free trial for a pre-determined period.
The free trial may be terminated by TV-TWO at any time. If the customer
does not cancel the TV-TWO service after the trial period expires, the
customers automatically enter the equivalent paid plan. The service
surrounding the apo software can be obtained from the website apo.ai and
is activated by following the displayed onboarding steps.
ii. Services
a. To access the TV-TWO service, the customer registers as user under apo.ai.
The customer invites TV-TWO to the respective account on the respective
platform and grants TV-TWO with all reading and writing rights. This way,
TV-TWO can initiate the apo software to respond to incoming reviews
about the customer’s product or service. Responses may be handled
manually or automatically.
In the regular operation of the apo software, incoming reviews are answered
instantly and will be placed with a maximum delay of twelve hours. The
customer may examine the performance of the smart auto responding by
checking on the placed answers in the respective platform’s console. If
desired, customer may edit the placed answers in the respective platform’s
console. Providing feedback to TV-TWO about edited answers is highly
desired to improve the apo software.
a. The customer is obliged to provide the data and access necessary for the
implementation of the TV-TWO service.
iv. Remuneration and payment terms
contract.

c. Billing is per invoice in advance.
d. The customer has to check the invoice immediately and has to
communicate any doubt about the correctness immediately in writing. If
the customer does not object to the invoice within four (4) weeks of
receipt, this is considered an approval. TV-TWO points out the
consequences of a failure to timely complaint. Any legal claims of the
customer in the event of complaints after expiry of the deadline remain
unaffected.
payment methods offered by TV-TWO (e.g. bank transfer or credit card).
The customer is not entitled to any particular form of payment preferred by
him. If the customer has authorized TV-TWO to collect the invoice amount
by direct debit, the invoice amount will be collected at the earliest on the
due date of the claim. The customer has to provide sufficient cover for his
account. The costs of a direct debit return due to lack of cover of the
account shall be borne by the customer. If the customer has granted TV-
TWO a direct debit authorization or a SEPA direct debit mandate, TV-
TWO will notify him in writing or electronically at the latest one (1) day
prior to collection of the remuneration by SEPA Core Direct Debit on the
execution date of the direct debit.
f. The contracting parties are only entitled to offset with undisputed and
legally established claims.
g. Invoices will be sent by e-mail with a digital signature. Aqualified
electronic signature is not required for this purpose.
7. Service for a rewards program
a. via the application called Make Money
a. With the Make Money application for Smartphones, TV-TWO offers a
rewards program based on tasks and offers collected from multiple third-
party partners. Hence, by using the application Make Money, users have
the chance to receive rewards in form of PayPal payouts in return for
completing listed tasks and offers. The use of the application is free. The
application can be obtained from the Google Play Store, App Store by
Apple or directly from TV-TWO.
ii. Services
a. In the regular operation of the Make Money application, the user can start,
process and complete tasks and offers that are collected by TV-TWO from
multiple third-party partners and displayed in a list.
b. The loyalty program rewards users with credits which may be exchanged to
PayPal payouts in USD. No monetary transaction is needed for
qualification and no purchasing of any goods or services is mandatory to
partake in the loyalty program. The rules: Follow the individual instructions
to complete the task or offer and pass the minimum payout threshold.
Instructions and credit accrual information for each task and offer differ and

are outlined next to each task and offer in the app. TV-TWO merely acts as
mediator between its users and the offer providers. Any disputes by a user
regarding tasks and offers has to be adjudicated directly with the respective
offer partner. The user has the option to receive a payout in USD to a
personal PayPal account in exchange for the credits at a rate of 700,000
credits for USD $1.00. The credit redemption follows a fixed ratio. To
receive the monetary equivalent, the user has to collect a minimum of
3,500,000 credits in the Make Money mobile application, which exchange
to USD $5.00, and click the "Payout" button. Any user with a minimum of
3,500,000 credits qualifies for the payout. For the payout, the user has to
provide the email address associated with the personal PayPal account. At
any time, TV-TWO may, in its sole discretion, decide about the payout
amount and time or terminate the legal agreement with the user and deny
any payout, as well as the continued use of the services of the Make Money
rewards program. Tasks and offers for the Make Money application are
retrieved from TV-TWO’s servers. The loyalty program rewards users in
strict accordance with the Google Play Developer Program Policy Update,
effective March 1, 2021.
c. In the future, a web-based rewards program may be added next to the
mobile application for users to access Make Money through their internet
browser.
iii. Duties and obligations of the user
By using the Make Money application, the user guarantees to use the service
at his / her own risk and to be eighteen (18) years of age orolder. Users
under the age of 18 are not allowed to use the Make Money application
and its services.
To the maximum extent permitted by applicable law, TV-TWO provides no
guarantees concerning the accuracy or completeness of the tasks and
offers, or the content of any sites linked to the Make Money application,
no liabilities or responsibilities are taken.
The user is solely responsible for any and all tax liability arising from or
associated with the use of the Make Money application, includingliability
arising from the collection of rewards program points and the redemption
of these points via cash payout through the PayPal services.
8. General regulations for TV-TWO Services
a) Provision
i. The TV-TWO and Chally applications, as well as the apo software, are provided by
TV-TWO. TV-TWO explicitly has no influence on the content fromYouTube LLC
and the Ethereum Protocol underlying the token transactions. Because the TTVs
and the ecosystem are based on the Ethereum Protocol, any malfunction of the
Ethereum Protocol can have a significant adverse impact on the ecosystem and
/ or TTVs. In addition, advances in cryptography or technological advances, such
as the development of quantum computers, could pose risks to the TTVs and
ecosystem by rendering the cryptographic consensus mechanism, which is
underlying to the Ethereum Protocol, ineffective. As with other decentralized
cryptographic tokens based on the Ethereum protocol, the TTVs are vulnerable to

attacks in the course of validating token transactions on the Ethereum Blockchain.
ii. TV-TWO grants the customer a non-transferable, non-exclusive right of use for
the utilized service, limited to the respective contractual purpose, for the duration
of the respective contractual relationship. This does not transfer ownership ofany
software.
iii. Use of the TTV is intended solely within the TV-TWO ecosystem and tradability in
the secondary market is not supported by TV-TWO. Nor will TV-TWO itself set up
a trading center for TTV or seek partnerships with trading venues. However, after
receiving virtual tokens, customers can send TTVs to their external personal wallet
and trade it on third-party trading platforms for money or cryptocurrency.
b) Subcontractor
i. TV-TWO is free to use subcontractors to fulfil its contractual obligations.
c) General duties and obligations of the customer
i. The customer is obliged to provide the data necessary for the conclusion of the
contract with TV-TWO with due care and to the best of his knowledge and not to
mislead or misrepresent information. For any change of the customer data, in
particular of the name, the company, the address, the account and other
circumstances essential for the contract, the customer must immediately inform
TV-TWO in writing.
d) Blocking
i. TV-TWO is entitled to block the customer's access, if the customer culpably
violates essential contractual obligations.
e) Confidentiality
i. The customer must hold the content of the contract concluded with TV-TWO and
other confidential information or business and trade secrets of TV-TWO in strict
confidence. This information may only be disclosed to third parties, if this is
legally compulsory or if TV-TWO has given it prior written consent. Information
that was already known to the customer before conclusion of the contract or has
become public knowledge after the conclusion of the contract, without TV-TWO
or the customer being responsible for it, is not regarded as confidential
information.
f) Limitation of Liability
i. Any liability, as well as all provisions, warranties, conditions and measures,
express or implied, mandatory or otherwise related to the provision by TV-TWO,
are hereby excluded to the maximum extent legally possible.
g) Other Requirements

i. Subject to a customer's approval, TV-TWO may amend these Terms and
Conditions according to the following provisions: If the customer does not object
in writing within four (4) weeks of receipt of the change notification, the changes
shall be deemed approved. TV-TWO will inform the customer in the written
notification of the beginning of the period and the meaning and consequences of
silence.
ii. The customer may transfer the rights and obligations arising from the service
contract and these Terms and Conditions to a third party only with the prior written
consent of TV-TWO. TV-TWO may transfer rights and obligations under the
Service Agreement and these Terms and Conditions within the Group without the
Customer's consent. In this case, the customer has an extraordinary right of
termination after notification of the transfer, which must be exercised within one
month after receipt of the notification.
iii. The contract is subject to the laws of the Principality of Liechtenstein.
iv. If any provision of these terms and conditions or the service contract be wholly or
partially invalid or unenforceable, this shall not affect the validity of the remaining
contract or the remaining terms. The ineffective or unenforceable provision shall
be replaced by the effective provision which comes closest to the intended purpose
of the original provision. This applies accordingly in the case of any existing
loopholes.

TV-TWO_Terms_and_Conditions.pdf

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