TERMS OF SERVICE

Last Updated February 15, 2019

Content

1. Your Relationship With Us

2. Accepting the Terms

3. Changes to the Terms

4. Your Account with Us

5. Your Access to and Use of Our Services

6. Subscription

7. Intellectual Property Rights

8. Content

9. Indemnity

10. EXCLUSION OF WARRANTIES

11. LIMITATION OF LIABILITY

12. Other Terms

Supplemental Terms – Jurisdiction-Specific

General Terms

1.Your Relationship With Us

Welcome to WeTV (the “Platform”), provided by Image Future Investment (HK) Limited (“Tencent”, “we” or “us”). We are registered in Hong Kong and our registered office is at Level 29, Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong.

This document (the “Terms”) forms an agreement between you and us and sets forth the terms and conditions by which you may access and use our applications and content (including but not limited to the Platform) (collectively, the “Services”). Our Services are provided for private, non-commercial use. For purposes of these Terms, “you” and “your” means you as the user of the Services.

The Terms form a legally binding agreement between you and us. Please read them carefully.

2.Accepting the Terms

By accessing or using our Services, you confirm that you can form a binding contract with Tencent, that you accept these Terms and that you agree to comply with them. Your access to and use of our Services is also subject to our Privacy Policy, the terms of which can be found directly on the Platform or on your mobile device’s applicable app store, and is incorporated herein by reference.

If you access or use the Services from within a jurisdiction for which there are separate supplemental terms, you also hereby agree to the supplemental terms applicable to users in each jurisdiction as outlined below, and in the event of a conflict between the provisions of the Supplemental Terms – Jurisdiction-Specific that are relevant to your jurisdiction from which you access or use the Services, and the rest of these Terms, the relevant jurisdictions’ Supplemental Terms – Jurisdiction-Specific will supersede and control. If you do not agree to these Terms, you must not access or use our Services.

If you are accessing or using the Services on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.

You can accept the Terms by accessing or using our Services. You understand and agree that we will treat your access or use of the Services as acceptance of the Terms from that point onwards.

You should print off or save a local copy of the Terms for your records.

3.Changes to the Terms

We amend these Terms from time to time, for instance when we update the functionality of our Services or when there are regulatory changes. We may use commercially reasonable efforts to generally notify all users of any material changes to these Terms, such as through a notice on our Platform, however, you should look at the Terms regularly to review the most up-to-date version and to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop accessing or using the Services.

4.Your Account with Us

You may elect to create an account with us. When you create this account, you must provide accurate and up-to-date information. It is important that you maintain and promptly update your details and any other information you provide to us, to keep such information current and complete.

It is important that you keep your account password confidential and that you do not disclose it to any third party. If you know or suspect that any third party knows your password or has accessed your account, you must promptly notify us at [ · ].

You agree that you are solely responsible (to us and to others) for the activity that occurs under your account.

We reserve the right to disable your access to the Services, including your user account (if you have created one) at any time if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. We also reserve the right to artificially manipulate a user’s visibility, status or rank on the Services. You may delete your account at any time.

5.Your Access to and Use of Our Services

Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. You may not:

· access or use the Services if you are not fully able and legally competent to agree to these Terms;

· modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works based on the Services, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied the Platform or any derivative works thereof;

· distribute, license, transfer, or sell, in whole or in part, any of the Services or any derivative works thereof;

· market, rent or lease the Services for a fee or charge, or use the Platform to advertise or perform any commercial solicitation;

· interfere with or attempt to interfere with the proper working of the Services, disrupt our website or any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;

· incorporate the Platform or any portion thereof into any other program or product. In such case, we reserve the right to refuse service, terminate accounts or limit access to the Services in our sole discretion;

· use automated scripts to collect information from or otherwise interact with the Services;

· impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from the Services;

· intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

· use or attempt to use another’s account, service or system without authorisation from us, or create a false identity on the Services;

· use the Services in a manner that may create a conflict of interest or undermine the purposes of the Services, such as trading reviews with other users or writing or soliciting shill reviews;

We reserve the right, at any time and without prior notice, to remove or disable access to content at our discretion for any reason or no reason.

6.Subscription

Free Tier

The Services may be provided free-of-charge (i.e., without requiring a paid subscription). In such circumstance, you agree to us providing advertising and other information to you. We reserve the right to suspend, modify and terminate any Services provided free-of-charge at any time at our sole and absolute discretion.

Paid Subscription

Your membership is for a pre-determined duration as agreed when you subscribe. Depending on your selection, it may thereafter automatically renew on a month-to-month basis until terminated. You must have a device that supports the Platform and internet access in order to view the Service Content (as defined below). You will also need to provide a current, valid, accepted method of payment (which may be updated from time to time). If you select the automatic renewal option, in order to avoid further billing of charges for the Services, you must cancel your membership at least 24 hours prior to the commencement of the relevant renewal period.

Subscription plans may be offered by us directly or in partnership with select third parties. We are not responsible for any products or services provided by such third parties. Please be aware that different subscription plans may have additional terms, such as special offers, and these are disclosed to you upon sign-up or through other communications.

Billing

The subscription fee for the Service and any other charges incurred (such as taxes and transaction fees) will be charged on a one-time basis, or on a monthly basis (if you select the automatic renewal option) to your selected payment method on the calendar day that corresponds to the date you commenced paying for the Service (or such other date, if that date has changed due to declined method of payment or other reason). We will authorise your payment method in anticipation of future subscription charges once you have subscribed. Your balance or credit limit will be adjusted accordingly to reflect the authorised amount.

Payment

The valid, permitted payment methods are in your Account Page. You may update your payment method from time to time. You authorise us to continue charging the selected payment method. If your primary payment method is declined you authorise us to charge any amounts owed to any other methods of payment you have connected to your account. You remain responsible for any uncollected charges. We may suspend your account if your method of payment is declined and will reactivate such service once you have settled the outstanding amount. Please note that certain payment methods may attract additional charges (such as exchange fees or processing fees). You are solely responsible for payment of such charges.

Cancellation

You can cancel your subscription to the Services at any time. You will have access to the Services until the date your paid-up subscription ceases. We do not issue partial refunds or credits for termination of Services mid-billing cycle. If you have signed up for the Services via a third party, you may need to terminate through that third party (for example, if you have subscribed through an in-app store payment method). The method of terminating your service varies by provider, such as switching off ‘auto-renew’ in your third party account settings.

Charges

We may change the plans we offer for subscribing to the Services, or adjust the pricing of the same, at any time and in any manner we determine. Any changes to charges or your subscription, including notifications of the same, will take effect in accordance with these Terms.

Refunds

Except as specifically provided for in these Terms, payments are non-refundable. However, if you unsubscribe from the Services, you will have access to the Services until the end of your billing cycle. We may from time to time, at our sole and absolute discretion, elect to offer you or any other subscriber a refund, discount or other credit in relation to the Services.

7.Intellectual Property Rights

We respect intellectual property rights and ask you to do the same. As a condition of your access to and use of the Services, you agree not to use the Services to infringe on any intellectual property rights. We reserve the right, with or without notice, at any time and in our sole discretion to block access to and/or terminate the accounts of any user who infringes or is alleged to infringe any copyrights or other intellectual property rights.

8.Content

Service Content

As between you and Tencent, all content, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and “look and feel” of the Services, and all intellectual property rights related thereto (the “Service Content”), are either owned or licensed by Tencent. Use of the Service Content or materials on the Services for any purpose not expressly permitted by these Terms is strictly prohibited. Such content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.

Licence

Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to access and use the Services, including to download the Platform on a permitted device, and to access the Service Content through your use of the Services. Tencent reserves all rights not expressly granted herein in the Services and the Service Content. You acknowledge and agree that we may terminate this license at any time with or without cause.

The content on our Services is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Services.

Location

You may view the Service Content within the country in which you have set up an account. You may also be able to view certain Service Content in other geographic locations where we offer the Platform. The Service Content may vary from location to location. The Service Content will also change from time to time. You may view Service Content on the volume of devices specified in your Account settings.

Technical Specifications & Requirements

The technical aspects of the Service Content varies between devices and is impacted by multiple factors, including your available bandwidth and device capabilities. Not all Service Content is available in all formats.

Excluded Warranties

We make no representations, warranties or guarantees, whether express or implied, that any Service Content is accurate, complete or up to date. Where our Services contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. You acknowledge that we have no obligation to pre-screen, monitor, review, or edit any content posted by you and other users on the Platform, such as reviews or comments relating to Service Content.

9.Indemnity

You agree to defend, indemnify, and hold harmless Tencent, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your account of these Terms or arising out of a breach of your obligations, representation and warranties under these Terms.

10.EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS SHALL AFFECT ANY STATUTORY RIGHTS THAT YOU CANNOT CONTRACTUALLY AGREE TO ALTER OR WAIVE AND ARE LEGALLY ALWAYS ENTITLED TO AS A CONSUMER.

THE SERVICES ARE PROVIDED “AS IS” AND WE MAKE NO WARRANTY OR REPRESENTATION TO YOU WITH RESPECT TO THEM. IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:

· YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS;

· YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;

· ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND

· DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

NO CONDITIONS, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.

11.LIMITATION OF LIABILITY

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

SUBJECT TO THE PARAGRAPH ABOVE, WE SHALL NOT BE LIABLE TO YOU FOR:

(I) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY);

(II) ANY LOSS OF GOODWILL;

(III) ANY LOSS OF OPPORTUNITY;

(IV) ANY LOSS OF DATA SUFFERED BY YOU;

(V) ANY INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU; OR

(VI) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:

· ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING;

· ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

· THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

· YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR

· YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

OUR TOTAL AGGREGATE LIABILITY TO YOU, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE ARISING OUT OF, OR IN RELATION TO, THESE TERMS, THE PLATFORM OR SERVICE, WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO US (IF ANY) DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST CLAIM MADE BY YOU UNDER THIS AGREEMENT.

PLEASE NOTE THAT WE ONLY PROVIDE OUR PLATFORM FOR DOMESTIC AND PRIVATE USE. UNLESS YOU HAVE OUR EXPRESS WRITTEN CONSENT, YOU AGREE NOT TO USE OUR PLATFORM FOR ANY COMMERCIAL OR BUSINESS PURPOSES, AND WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.

IF DEFECTIVE DIGITAL CONTENT THAT WE HAVE SUPPLIED DAMAGES A DEVICE OR DIGITAL CONTENT BELONGING TO YOU AND THIS IS CAUSED BY OUR FAILURE TO USE REASONABLE CARE AND SKILL, WE WILL EITHER REPAIR THE DAMAGE OR PAY YOU COMPENSATION IN ACCORDANCE WITH THESE TERMS. HOWEVER, WE WILL NOT BE LIABLE FOR DAMAGE THAT YOU COULD HAVE AVOIDED BY FOLLOWING OUR ADVICE TO APPLY AN UPDATE OFFERED TO YOU FREE OF CHARGE OR FOR DAMAGE THAT WAS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR TO HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.

THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICE, INCLUDING TEXT-MESSAGING AND DATA CHARGES. IF YOU’RE UNSURE WHAT THOSE CHARGES MAY BE, YOU SHOULD ASK YOUR SERVICE PROVIDER BEFORE USING THE SERVICE.

12.Other Terms

a.Applicable Law and Jurisdiction. These Terms, their subject matter and their formation, are governed by the laws of Hong Kong. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall first be subject to good faith discussion between the parties. In the event the parties are unable to resolve such issue, either party may refer the dispute to and such dispute shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English. The language of the arbitration shall be English.

b.Entire Agreement. These Terms constitute the whole legal agreement between you and Tencent and govern your use of the Services and completely replace any prior agreements between you and Tencent in relation to the Services.

c.Links. You must not establish a link to our Platform in any website that is not owned by you. The website in which you are linking must comply in all respects with the content standards set out at “Your Access to and Use of Our Services” above. We reserve the right to withdraw linking permission without notice.

d.No Children. The Platform is only for people 18 years old and over (except that with respect to people in Thailand, the Platform is only for people 20 years old and over), unless they have the consent of a parent or legal guardian. By using the Platform, you confirm that you are over the relevant age specified above. If we learn that someone under the relevant age specified above is using the Platform, we will terminate that user’s account. In addition, if you are under the relevant age specified above, you confirm that you possess legal parental or guardian consent for accessing or using the Platform, and are fully able and competent to enter into, abide by, and comply with the Terms.

e.No Waiver. Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right.

f.Security. We do not guarantee that our Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Platform. You should use your own virus protection software.

g.Social network credentials. We will not store credentials or tokens to social networks of the device and will only use such credentials or tokens to directly connect to the social network from the app itself while the app is in use.

h.Severability. If any court of law, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, and the remaining provisions of the Terms will continue to be valid and enforceable.

i.Any Questions? Please contact us at wetv@tencent.com.

Supplemental Terms – Jurisdiction-Specific

Thailand.

If you are using our Services in Thailand, the following additional terms apply. In the event of any conflict between the following additional terms and the provisions of the main body of these Terms, the following terms shall prevail.

In addition to terms and conditions in the paragraph of “Your Access to and Use of Our Services” above, a user of the Services may not import, disseminate or forward the following computer data in or from a computer system into the Platform:

(i)forged or deceptive data that may cause damage to the public, and is not a defamation offense under the Thai Criminal Code;

(ii)false data that may cause damage to the public (e.g., public security, national economic, public infrastructure);

(iii)data related to an offence concerning the Thailand’s security or terrorism under the Thai Criminal Code, including but not limited to lèse-majesté offence; and

(iv)making obscene data available to the public.

Last Updated February 15, 2019

Content

1. Your Relationship With Us

2. Accepting the Terms

3. Changes to the Terms

4. Your Account with Us

5. Your Access to and Use of Our Services

6. Subscription

7. Intellectual Property Rights

8. Content

9. Indemnity

10. EXCLUSION OF WARRANTIES

11. LIMITATION OF LIABILITY

12. Other Terms

Supplemental Terms – Jurisdiction-Specific

General Terms

1.Your Relationship With Us

Welcome to WeTV (the “Platform”), provided by Ren Feng Media Tech Inc. (“Renfeng”, “we” or “us”). We are registered in Taiwan and our registered office is at B1, No. 92, Sec. 2, Anhe Rd., Da’an Dist.

The Terms form a legally binding agreement between you and us. Please read them carefully.

2.Accepting the Terms

By accessing or using our Services, you confirm that you can form a binding contract with Renfeng, that you accept these Terms and that you agree to comply with them. Your access to and use of our Services is also subject to our Privacy Policy, the terms of which can be found directly on the Platform or on your mobile device’s applicable app store, and is incorporated herein by reference.