Whale TV Distribution Agreement

Effective Date

This Agreement becomes effective on the date on which the Partner first electronically accepts this Agreement by clicking the “Agree” button or otherwise indicating acceptance through Whale TV’s designated online platform or system (the “Effective Date”).

By clicking “Agree,” or by submitting an Application for distribution via the Whale TV Ecosystem, the Partner confirms that it has read, understood, and accepted this Agreement. If the Partner does not agree, it must not submit or distribute any Application via the Whale TV Ecosystem unless a separate written agreement is executed with Whale TV.

This Distribution Agreement ("Agreement") is a legal contract between the Partner and Whale TV or its subsidiaries and affiliated companies ("Whale TV"). It governs the terms and conditions under which the Partner's application ("Application") will be distributed through the Whale TV Ecosystem.

By clicking "Agree," Partner confirms acceptance of this Agreement. If Partner does not agree, Partner must click "Cancel" and may not distribute applications via Whale TVuntil this Agreement is duly accepted, or a separate written agreement is signed with Whale TV through official communication channels provided on the Whale TV website or via an authorized Whale TV contact person.

1. Definitions

Whale TV -Whale TV Pte. Ltd., a company incorporated in Singapore in 2011, with its principal office at 51 Bras Basah Road, #01-21 Lazada One, Singapore 189554.

Whale TV Ecosystem -The global ecosystem of digital entertainment solutions provided by Whale TV Cloud services and Partner applications across more than 50 TV brands and 100 countries.

Partner / Developer -A legal entity or individual acting in business capacity that owns, uploads, and manages the Application distributed through the Whale TV Ecosystem.

Application -Any software, game, or digital product developed and owned by the Partner and submitted to Whale TV for testing, approval, and distribution.

Target Devices -Smart TV devices or hardware integrated into the Whale TV Ecosystem under Smart Device Cooperation programs that have passed application certification testing.

Smart Device Cooperation -Collaboration between Whale TV and hardware manufacturers that enables integration of Whale TV Cloud services and authorized applications on smart devices.

Intellectual Property Rights -All patent, copyright, trademark, trade secret, moral, and database rights, whether registered or unregistered, worldwide.

Affiliates -All entities directly or indirectly controlling, controlled by, or under common control with Whale TV or the Partner.

2. Acceptance of this Agreement

2.1 Subject to the terms of this Agreement, the Partner authorizesWhale TV to distribute, make available, and display the Application withinWhale TV Ecosystem on a non-exclusive, royalty-free basis in the territories where Whale TV offerssuch distribution, unless otherwise agreed by the Parties in a separate written agreement.

2.2 This Agreement may be amended in accordance with Section 11 below.

3. Scope of License and Responsibilities

3.1 License Grant.Partner grants Whale TV a non-exclusive, royalty-free, worldwide license to:

    (a) host, test, and display the Application on Target Devices;
    (b) use metadata, descriptions, images, and other promotional assets for discovery, recommendation, or search purposes; and
    (c) operate, maintain, and technically optimize the Whale TV Ecosystem solely to enable the hosting, certification, distribution, display, and normal operation of the Application for end users.

This license does not transferownership of the Application or any intellectual propertytherein, and appliesonly in the territories where Whale TV provides such services.

3.2 Partner Obligations.Partner shall:

  • develop, maintain, and update the Application to ensure full compatibility with Target Devices;
  • provide accurate and up-to-date information, screenshots, and metadata for listing;
  • ensure that the Application passes Whale TV's certification and technical compliance tests.

3.3 Whale TV Rights.Whale TV reserves the right to test, reject, remove, or suspend the Application if:

    (a) it violates laws, this Agreement, or Whale TV policies;
    (b) it poses security or data-protection risks; or
    (c) it may cause harm to users or devices.
    or (d) where required for compliance, operational, or partner-channel requirements.

4. Compliance with Laws and Data Protection

4.1 Partner and its Application must comply with all applicable laws and regulations, including privacy, data protection, export control, consumer protection laws, and any applicable data policies or technical requirements issued by Whale TV from time to time.

4.2 If the Application collects or processes personal data, Partner shall:

  • provide clear and legally sufficient privacy notices;
  • obtain explicit user consent where required;
  • collect and process personal data solely for legitimate purposes disclosed to the user;
  • implement appropriate technical and organizational measures to safeguard data.
  • ensure that any tools, services, or components used within the Application comply with applicable data protection laws.

4.3 If Whale TV identifies a material privacy or security issue, it may suspend or remove the Application until such issue is resolved.

4.4.Except to the limited extent necessary to operate the Whale TV Ecosystem and provide application distribution services, Whale TV does not process personal data collected by the Application and does not act as a data controller or data processor in respect of such data. The Partner remains solely responsible for all personal data processing activities carried out within or by the Application.

Partner shall cooperate in good faith to address any such issue and ensure that no personal data is improperly shared or disclosed in connection with the Application.

5. Intellectual Property

5.1 All rights, title, and interest in and to the Application, including any intellectual property rights therein, shall remain the exclusive property of the Partner. Nothing in this Agreement shall be construed as transferring any ownership rights to Whale TV.

5.2 The Partner represents and warrants that the Application, including all content, materials, data, technology, and functionalities incorporated therein, does not infringe, misappropriate, or violate any intellectual property, proprietary, or contractual rights of any third party.

In the event of any claim or allegation arising from such infringement or violation, the Partner shall be solely responsible and liable for all resulting losses, damages, and expenses.

5.3If the Application incorporates or relies upon any third-party content, technology, libraries, or materials, the Partner shall obtain, prior to submission to Whale TV, all necessary rights, licenses, clearances, and permissions required for such use and distribution.

The Partner shall be solely responsible for any claim or liability arising from the failure to obtain such rights, licenses, or permissions.

5.4Whale TV shall not use the Application or any associated content for any purpose outside the Whale TV Ecosystem without the Partner’s prior written consent.

For the avoidance of doubt, Whale TV’s hosting, testing, certification, listing, recommendation, distribution, display, or integration of the Application across devices, brands, or channels within the Whale TV Ecosystem shall be deemed fully authorized under this Agreement.

6. Representations and Warranties

6.1 Partner Representations and Warranties

The Partner represents and warrants to Whale TV that, throughout the Term of this Agreement:

    (a) Authority. The Partner has full power and authority to enter into, execute, and perform its obligations under this Agreement, and its execution and performance of this Agreement do not violate any agreement or obligation to which it is bound;
    (b) No Malicious Code. The Application is free from viruses, malware, spyware, harmful code, or any mechanisms that could impair the security, performance, or integrity of Target Devices, users, networks, or the Whale TV Ecosystem;
    (c) Compliance with Laws. The Application and its operation comply with all applicable laws, regulations, industry standards, and governmental requirements, including those relating to consumer protection, data protection, privacy, security, advertising, and content distribution;
    (d) Functionality and Accuracy. The Application performs materially in accordance with its descriptions, specifications, and documentation submitted to Whale TV, and does not contain any undisclosed or misleading functionalities;
    (e) Customer Support. The Partner will maintain adequate technical and customer support and ensure that updated and accurate contact information is made available to users and to Whale TV at all times.

6.2 Continuous Obligation

The Partner acknowledges that the above representations and warranties are ongoing obligations, and any material change affecting their accuracy shall be promptly reported to Whale TV in writing.

6.3 Whale TV Disclaimer

Except as expressly provided in this Agreement, Whale TV makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranties regarding:

    (a) the performance, quality, availability, or commercial success of the Application;
    (b) the level of exposure, distribution, or user engagement the Application may receive; or
    (c) the absence of errors, interruptions, or defects in the Whale TV Ecosystem.

All such warranties are hereby disclaimed to the fullest extent permitted by law.

7. Indemnification

For the avoidance of doubt, this Section 7 sets forth the Partner’s sole and exclusive indemnification obligations under this Agreement.

7.1 Partner Obligations

The Partner shall defend, indemnify, and hold harmless Whale TV, its Affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, the “Whale TV Indemnified Parties”) from and against any and all third-party claims, actions, suits, investigations, damages, losses, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of or resulting from:

    (a) any material breach by the Partner of this Agreement or of any representation, warranty, or covenant contained herein;
    (b) any claim that the Application, or the distribution, display, or use thereof, infringes or misappropriates any intellectual property, proprietary, privacy, or contractual rights of a third party;
    (c) any violation of applicable laws, regulations, or regulatory requirements by the Partner or the Application; or
    (d) any misuse, unauthorized data processing, or privacy or security violation arising from the Application or from the Partner’s conduct.

7.2 Indemnification Procedure

Whale TV shall promptly notify the Partner of any claim subject to indemnification under this Section. The Partner shall assume full control of the defense and settlement of such claim; however:

    (a) Whale TV shall have the right, but not the obligation, to participate in the defense at its own expense; and
    (b) the Partner shall not enter into any settlement that imposes any obligation on Whale TV or affects Whale TV’s rights, reputation, or operations without Whale TV’s prior written consent (which shall not be unreasonably withheld).

7.3 Step-In Rights

If the Partner fails to promptly assume the defense of a claim, or if Whale TV reasonably determines that its interests would be adversely affected by the Partner’s control of the defense, Whale TV may assume control of the defense and settlement of the claim acting in a commercially reasonable manner. In such event, the Partner shall remain fully responsible for all resulting costs, expenses, and liabilities subject to this Section.

7.4 Exclusions

The indemnification obligations under this Section shall not apply to the extent that a claim arises from Whale TV’s gross negligence, willful misconduct or material breach of this Agreement.

8. Confidentiality

8.1 Confidential Information.

All non-public, proprietary, or confidential information disclosed by one Party to the other under this Agreement, whether in written, oral, electronic, or any other form, shall be deemed “Confidential Information.”

8.2 Obligations of Confidentiality.

Each Party shall keep all Confidential Information strictly confidential and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as expressly permitted in writing by the disclosing Party.

Each Party shall take reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure.

8.3 Return or Destruction.

Upon termination or expiration of this Agreement, or upon the disclosing Party’s written request, the receiving Party shall promptly return or securely destroy all Confidential Information and any materials containing such information, and shall confirm such return or destruction in writing if requested.

8.4 Exceptions.

The obligations under this Section shall not apply to information that:

    (a) is or becomes publicly available without breach of this Agreement;
    (b) is already lawfully known to the receiving Party without confidentiality obligations;
    (c) is independently developed by the receiving Party without use of the Confidential Information; or
    (d) must be disclosed pursuant to applicable law, regulation, or court order, provided that the receiving Party gives prompt notice to the disclosing Party (where legally permissible).

9. Limitation of Liability

9.1 To the fullest extent permitted by applicable law, Whale TV shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation loss of profits, loss of data, business interruption, or reputational harm, arising out of or relating to this Agreement, the Application, or the Whale TV Ecosystem, even if Whale TV has been advised of the possibility of such damages.

9.2 To the extent not excluded under Section 9.1, Whale TV’s total aggregate liability for all claims arising out of or relating to this Agreement shall not exceed the total amount (if any) actually paid by Whale TV to the Partner under this Agreement or under a separate written agreement during the twelve (12) months preceding the event giving rise to the claim.

9.3 Whale TV does not warrant that the Whale TV Ecosystem, or any services provided under this Agreement, will be uninterrupted, error-free, secure, or free of vulnerabilities. All services are provided on an “as is” and “as available” basis.

9.4 Nothing in this Section shall limit liability that cannot be excluded under applicable law. All limitations and exclusions in this Section shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

10. Term and Termination

10.1 Term and Termination by Notice.

This Agreement shall commence on the Effective Date and shall remain in effect unless terminated by either Party. Either Party may terminate this Agreement for any reason or no reason by providing the other Party with at least thirty (30) days’ prior written notice. No compensation or penalty shall be payable by either Party for exercising this right.

10.2 Either Party may terminate this Agreement by providing thirty (30) days’ prior written notice if the other Party materially breaches this Agreement and fails to remedy such breach within the notice period. The notice shall reasonably describe the breach.

10.3 Whale TV may immediately suspend distribution of the Application or terminate this Agreement, in whole or in part, without prior notice, if:

    (a) required by applicable law, court order, regulatory authority, or governmental request;
    (b) necessary to address any actual or potential security, privacy, or compliance risk;
    (c) the Application threatens user safety, device integrity, or the operation of the Whale TV Ecosystem; or
    (d) Whale TV determines, in its reasonable discretion, that continued distribution may expose Whale TV or its partners to legal or reputational risk.

10.4 Upon expiration or termination of this Agreement for any reason:

    (a) all licenses and rights granted by the Partner to Whale TV under this Agreement shall immediately terminate;
    (b) Whale TV may remove or disable access to the Application within the Whale TV Ecosystem;
    (c) the Partner shall immediately cease the use of Whale TV’s Confidential Information and shall return or destroy such information in accordance with Section 8;
    (d) any provisions that by their nature are intended to survive termination, including but not limited to Sections 4, 5, 7, 8, 9, and 12, shall remain in full force and effect.

11. Amendments

Whale TV may modify this Agreement, including any policies or guidelines referenced herein, from time to time. Whale TV will notify the Partner of such modifications by email, system notice, or other reasonable means. Unless the Partner submits a written objection within thirty (30) days after receiving the notice, the modifications shall be deemed accepted and automatically incorporated into this Agreement in accordance with Section 2. For questions or clarifications, the Partner may contact Whale TV at bd@whaletv.com. Notwithstanding the foregoing, modifications required for legal, regulatory, security, or compliance reasons may take immediate effect and shall be binding on the Partner upon notice. Notwithstanding the foregoing, such modifications shall not materially affect any agreed commercial terms without the mutual written agreement of the Parties.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict-of-law principles.

Any dispute arising from or related to this Agreement shall be resolved by arbitration before the Singapore International Arbitration Centre (SIAC) under its current Rules. The seat of arbitration shall be Singapore, and the language - English.

13. General Provisions

13.1 This Agreement constitutes the entire understanding between the Parties regarding distribution of the Application.

13.2 If any provision is held invalid, the remaining provisions remain in full force and effect.

13.3 Partner may not assign this Agreement without Whale TV's prior written consent.

13.4 All notices shall be in writing and deemed delivered upon email confirmation or registered mail receipt.

13.5 The English version of this Agreement shall prevail. Translations are for reference only.

13.6 If the Partner disagrees with any terms of this Agreement, the Partner may contact Whale TV at bd@whaletv.com to raise concerns or request clarification.