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 Dr. Grass-Strasse 12, 9490
Vaduz, 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 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 four 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

a. via the application called TV-TWO
b. via the application called Chally

iii. Service for distribution of promotional video content

a. via the application called TV-TWO
b. via the application called Chally

iv. Service for smart auto responding of reviews

a. via the software called apo

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 Token for Television ("TTV"), as described in 3. a) ii. 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 TTVs to a chosen creator, using the Support
feature.
c. After watching promotional video content, the customer will receive TTVs
to his wallet. While video content for the TV-TWO application is provided
by TV-TWO’s servers, the token transaction is handled by the Ethereum
Blockchain. To withdraw TTVs, the customer has to collect a minimum of
50 TTV or 50,000 mTTV, as displayed in the TV-TWO mobile
application, and click the Withdraw feature on the TV-TWO mobile
application. TTVs are sent out to private wallets in badges every 24 hours.
At any time, TV-TWO may decide in its sole discretion to alter this
procedure in its best interest.

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. 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

i. Subject of the service

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.

iii. Duties and obligations of the customer

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

a) via the application called TV-TWO

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
TTV 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 is free
from sexual content, violent content or content in which customer does not
have all necessary rights.
b. For the TTV credit, the customer must submit a public Ethereum address
together with the video material to TV-TWO.

b) via the application called Chally

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.

ii. Special duties and obligations of the customer

a. By providing the video content, customer declares that the material is free
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

a) via the application called TV-TWO

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 TTV 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, documented by the token
transaction.

ii. Special duties and obligations of the customer

a. By providing the promotional videos, the customer declares that the

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 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. A qualified
electronic signature within the meaning of § 126a Abs. 1 BGB is not
required for this purpose.

b) via the application called Chally

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.

ii. Special duties and obligations of the customer

a. By providing the promotional videos, the customer declares that the

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

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 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. A qualified
electronic signature within the meaning of § 126a Abs. 1 BGB is not
required for this purpose.

6. Service for smart auto responding of reviews

a) via the software called apo

i. Subject of the service

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.

iii. Duties and obligations of the customer

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

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 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 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. A qualified
electronic signature within the meaning of § 126a Abs. 1 BGB is not
required for this purpose.

7. 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 from YouTube
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 of any
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,
customers can collect their TTV in the wallet and trade it on third-party trading
platforms for money or cryptocurrency.
b) Subcontractor

i. TV-TWO is free to use subcontractors to fulfill 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.

Last update:
November 2019