Epic Games, Inc. v. Apple Inc.
Filing
1
COMPLAINT For Injunctive Relief against Apple Inc. ( Filing fee $ 400, receipt number 0971-14811219.). Filed byEpic Games, Inc.. (Attachments: #1 Civil Cover Sheet)(Riehle, Paul) (Filed on 8/13/2020)
1
2
3
4
5
Paul J. Riehle (SBN 115199)
paul.riehle@faegredrinker.com
FAEGRE DRINKER BIDDLE & REATH LLP
Four Embarcadero Center
San Francisco, California 94111
Telephone: (415) 591-7500
Facsimile: (415) 591-7510
12
Christine A. Varney (pro hac vice pending)
cvarney@cravath.com
Katherine B. Forrest (pro hac vice pending)
kforrest@cravath.com
Gary A. Bornstein (pro hac vice pending)
gbornstein@cravath.com
Yonatan Even (pro hac vice pending)
yeven@cravath.com
M. Brent Byars (pro hac vice pending)
mbyars@cravath.com
CRAVATH, SWAINE & MOORE LLP
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
Facsimile: (212) 474-3700
13
Attorneys for Plaintiff Epic Games, Inc.
6
7
8
9
10
11
14
UNITED STATES DISTRICT COURT
15
NORTHERN DISTRICT OF CALIFORNIA
16
17
18
EPIC GAMES, INC.,
Plaintiff,
19
20
21
Case No. ___________________
vs.
APPLE INC.,
22
Defendant.
23
24
25
26
27
28
Complaint for Injunctive Relief
COMPLAINT FOR
INJUNCTIVE RELIEF
1
TABLE OF CONTENTS
2
NATURE OF THE ACTION .............................................................................................. 1
3
PARTIES.............................................................................................................................. 8
4
JURISDICTION AND VENUE ........................................................................................ 10
5
INTRADISTRICT ASSIGNMENT .................................................................................. 12
6
RELEVANT FACTS ......................................................................................................... 12
7
I.
Apple Monopolizes the iOS App Distribution Market. .......................................... 12
8
A.
The iOS App Distribution Market................................................................. 16
9
B.
Apple’s Monopoly Power in the iOS App Distribution Market. .................. 17
10
C.
Apple’s Anti-competitive Conduct in the iOS App Distribution
Market............................................................................................................ 19
11
i.
14
15
16
D.
II.
Contractual Restrictions ...................................................................... 19
iii.
13
Technical Restrictions ......................................................................... 19
ii.
12
Lack of Procompetitive Justification .................................................. 22
Anti-competitive Effects in the iOS App Distribution Market. .................... 23
Apple Monopolizes the iOS In-App Payment Processing Market. ......................... 27
A.
19
Apple’s Monopoly Power in the iOS In-App Payment Processing
Market............................................................................................................ 30
C.
18
The iOS In-App Payment Processing Market. .............................................. 28
B.
17
Apple’s Anti-competitive Conduct in the iOS In-App Payment
Processing Market. ........................................................................................ 32
20
i.
22
D.
23
Contractual and Policy Restrictions .................................................... 32
ii.
21
Lack of Procompetitive Justification .................................................. 33
Anti-competitive Effects in the iOS In-App Payment Processing
Market............................................................................................................ 34
25
Competition in the Sale of Mobile Devices Cannot Discipline Apple’s
Conduct in the iOS App Distribution or iOS In-App Payment Processing
Markets. ................................................................................................................... 38
26
A.
Apple’s Mobile Device Customers Face Substantial Switching Costs
and iOS Lock-In. ........................................................................................... 38
B.
Apple’s Sticky iOS Ecosystem Protects its Dominance in the Sales of
Mobile Devices.............................................................................................. 42
24
27
28
III.
Complaint for Injunctive Relief
1
2
3
4
5
6
7
8
9
10
11
12
13
14
C.
Information Costs and Other Market Inefficiencies in the iOS App
Distribution and iOS In-App Payment Processing Markets. ........................ 44
COUNT 1: Sherman Act § 2 (Unlawful Monopoly Maintenance in the iOS App
Distribution Market) ................................................................................................ 47
COUNT 2: Sherman Act § 2 (Denial of Essential Facility in the iOS App
Distribution Market) ................................................................................................ 48
COUNT 3: Sherman Act § 1 (Unreasonable Restraints of Trade in the iOS App
Distribution Market) ................................................................................................ 49
COUNT 4: Sherman Act § 2 (Unlawful Monopoly Maintenance in the iOS In-App
Payment Processing Market) ................................................................................... 51
COUNT 5: Sherman Act § 1 (Unreasonable Restraints of Trade in the iOS In-App
Payment Processing Market) ................................................................................... 52
COUNT 6: Sherman Act § 1 (Tying the App Store in the iOS App Distribution
Market to In-App Purchase in the iOS In-App Payment Processing Market) ........ 53
COUNT 7: California Cartwright Act (Unreasonable Restraints of Trade in the
iOS App Distribution Market) ................................................................................. 55
COUNT 8: California Cartwright Act (Unreasonable Restraints of Trade in the
iOS In-App Payment Processing Market) ............................................................... 56
15
COUNT 9: California Cartwright Act (Tying the App Store in the iOS App
Distribution Market to In-App Purchase in the iOS In-App Payment
Processing Market) .................................................................................................. 58
16
COUNT 10: California Unfair Competition Law ............................................................. 61
17
PRAYER FOR RELIEF .................................................................................................... 61
18
19
20
21
22
23
24
25
26
27
28
Complaint for Injunctive Relief
1
Plaintiff Epic Games, Inc. (“Epic”), by its undersigned counsel, alleges, with
2
knowledge with respect to its own acts and on information and belief as to other matters,
3
as follows:
NATURE OF THE ACTION
4
5
1.
In 1984, the fledgling Apple computer company released the
6
Macintosh—the first mass-market, consumer-friendly home computer. The product
7
launch was announced with a breathtaking advertisement evoking George Orwell’s 1984
8
that cast Apple as a beneficial, revolutionary force breaking IBM’s monopoly over the
9
computing technology market. Apple’s founder Steve Jobs introduced the first showing
10
of the 1984 advertisement by explaining, “it appears IBM wants it all. Apple is perceived
11
to be the only hope to offer IBM a run for its money . . . . Will Big Blue dominate the
12
entire computer industry? The entire information age? Was George Orwell right about
13
1984?”
14
2.
Fast forward to 2020, and Apple has become what it once railed
15
against: the behemoth seeking to control markets, block competition, and stifle
16
innovation. Apple is bigger, more powerful, more entrenched, and more pernicious than
17
the monopolists of yesteryear. At a market cap of nearly $2 trillion, Apple’s size and
18
reach far exceeds that of any technology monopolist in history.
19
3.
This case concerns Apple’s use of a series of anti-competitive
20
restraints and monopolistic practices in markets for (i) the distribution of software
21
applications (“apps”) to users of mobile computing devices like smartphones and tablets,
22
and (ii) the processing of consumers’ payments for digital content used within iOS
23
mobile apps (“in-app content”). Apple imposes unreasonable and unlawful restraints to
24
completely monopolize both markets and prevent software developers from reaching the
25
over one billion users of its mobile devices (e.g., iPhone and iPad) unless they go through
26
a single store controlled by Apple, the App Store, where Apple exacts an oppressive 30%
27
tax on the sale of every app. Apple also requires software developers who wish to sell
28
1
Complaint for Injunctive Relief
1
digital in-app content to those consumers to use a single payment processing option
2
offered by Apple, In-App Purchase, which likewise carries a 30% tax.
3
4.
In contrast, software developers can make their products available to
4
users of an Apple personal computer (e.g., Mac or MacBook) in an open market, through
5
a variety of stores or even through direct downloads from a developer’s website, with a
6
variety of payment options and competitive processing fees that average 3%, a full ten
7
times lower than the exorbitant 30% fees Apple applies to its mobile device in-app
8
purchases.
9
5.
The anti-competitive consequences of Apple’s conduct are pervasive.
10
Mobile computing devices (like smartphones and tablets)—and the apps that run on those
11
devices—have become an integral part of people’s daily lives; as a primary source for
12
news, a place for entertainment, a tool for business, a means to connect with friends and
13
family, and more. For many consumers, mobile devices are their primary computers to
14
stay connected to the digital world, as they may not even own a personal computer.
15
When these devices are unfairly restricted and extortionately “taxed” by Apple, the
16
consumers who rely on these mobile devices to stay connected in the digital age are
17
directly harmed.
18
6.
Epic brings this suit to end Apple’s unfair and anti-competitive
19
actions that Apple undertakes to unlawfully maintain its monopoly in two distinct,
20
multibillion dollar markets: (i) the iOS App Distribution Market, and (ii) the iOS In-App
21
Payment Processing Market (each as defined below). Epic is not seeking monetary
22
compensation from this Court for the injuries it has suffered. Nor is Epic seeking
23
favorable treatment for itself, a single company. Instead, Epic is seeking injunctive relief
24
to allow fair competition in these two key markets that directly affect hundreds of
25
millions of consumers and tens of thousands, if not more, of third-party app developers.
26
7.
Apple imposes unreasonable restraints and unlawfully maintains a
27
total monopoly in the iOS App Distribution Market. To live up to its promise to users
28
that “there’s an app for that”, Apple, after a short initial attempt to go it alone, opened up
2
Complaint for Injunctive Relief
1
iOS and invited third-party app developers to develop a wide array of apps for the iOS
2
ecosystem. Those apps contribute immense value to that ecosystem and are one of the
3
primary marketing features for iPhones and iPads. But Apple completely bans
4
innovation in a central part of this ecosystem, namely, any app that could compete with
5
Apple for the distribution of apps in iOS. Through its control over iOS, and through a
6
variety of unlawful contractual restrictions that it forces app developers to accept, Apple
7
prevents iOS users from downloading any apps from any source other than Apple’s own
8
storefront, the App Store.
9
8.
The result is that developers are prevented from selling or distributing
10
iOS apps unless they use Apple’s App Store, and accede to Apple’s oppressive terms and
11
conditions for doing so (some of which are discussed further below). For example, as the
12
sole distributor of iOS apps, Apple collects the money from every iOS user’s app
13
purchase, remits only 70% of that payment to the app developer, and retains a 30% tax
14
for itself. iOS developers are thus forced to increase the prices they charge consumers in
15
order to pay Apple’s app tax. There is no method app developers can use to avoid this
16
tax, as Apple has foreclosed any alternative ways to reach the over one billion users of
17
iOS devices. As Representative Hank Johnson aptly summed up at a recent
18
Congressional hearing on technology monopolies: “developers have no choice but to go
19
along with [Apple’s policies] or they must leave the App Store. That’s an enormous
20
amount of power.”
21
9.
Apple’s anti-competitive conduct with respect to iOS app distribution
22
results in sweeping harms to (i) app distributors, who are foreclosed from competing with
23
Apple and innovating new methods of distributing iOS apps to users outside the App
24
Store (such as, for example, curated app stores targeting particular categories of apps, like
25
gaming or travel); (ii) app developers, who are denied choice on how to distribute their
26
apps, are forced to fork over more of their revenue on paid apps than they would if Apple
27
faced competition, and on occasion have to abandon their apps altogether if they cannot
28
earn a profit given Apple’s 30% tax; and (iii) consumers, who are likewise denied choice
3
Complaint for Injunctive Relief
1
and innovation in app distribution channels and are forced to pay higher prices and suffer
2
inferior customer service from Apple, the unwelcome middleman. (Part I.)
3
10.
Apple also imposes unreasonable restraints and unlawfully maintains
4
a total monopoly in the iOS In-App Payment Processing Market. Among the oppressive
5
terms that app developers have to accept, Apple coerces all app developers who wish to
6
use its App Store—the only means with which to distribute apps to iOS users—to use
7
exclusively Apple’s own payment processing platform for all in-app purchases of in-app
8
content. Apple thus requires third-party app developers to agree they will not even offer
9
iOS users the choice of additional payment processing options alongside Apple’s. And
10
Apple goes as far as to gag app developers, preventing them from even mentioning to
11
users the option of buying the same content outside of the app—for example, by
12
purchasing content directly from the app developer, or using a web browser. Because
13
Apple has a monopoly over the distribution of iOS apps, app developers have no choice
14
but to assent to this anti-competitive tie; it is Apple’s way or the highway.
15
11.
In this market too, Apple thus stands as the monopolist middleman,
16
positioning itself between developers and consumers. As the sole payment processor,
17
Apple is able to take an exorbitant 30% fee on all in-app purchases of in-app content.
18
12.
Apple’s anti-competitive conduct with respect to iOS in-app payment
19
processing harms: (i) other payment processors, who are foreclosed from competing with
20
Apple on price and innovating new methods of in-app payment processing (such as, for
21
example, rewards points or payment through carrier billing); (ii) app developers, who are
22
denied choice on how to process payments and the benefits of innovation in payment
23
processing, and are forced to pay Apple’s tax—set by fiat—rather than by competitive
24
market forces; and (iii) consumers, who are also denied choice and innovation in payment
25
processing and suffer higher prices and inferior service. (Part II.)
26
13.
Apple’s anti-competitive conduct in these markets is unchecked;
27
Apple faces little, if any, constraint on its monopoly power in both the iOS App
28
Distribution and iOS In-App Payment Processing Markets, as Apple has foreclosed all
4
Complaint for Injunctive Relief
1
direct competition in these markets. And Apple stands as the sole middleman between a
2
vast and dispersed group of iOS users, and a vast and dispersed group of app developers,
3
each with little power individually to constrain Apple.
4
14.
Further, competition in the sale of mobile devices does not limit
5
Apple’s market power. The threat of users switching to non-iOS devices does not
6
constrain Apple’s anti-competitive conduct because Apple’s mobile device customers
7
face significant switching costs and lock-in to the Apple iOS ecosystem, which serves to
8
perpetuate Apple’s substantial market power. This power manifests itself in the data, as
9
Apple is able to gobble up over two thirds of the total global smartphone operating
10
profits. Furthermore, when making mobile device purchases, consumers are either
11
unaware of, or cannot adequately account for, Apple’s anti-competitive conduct in the
12
downstream app distribution and payment processing markets. The cost of app
13
downloads and in-app purchases will play an insignificant (if any) role in swaying a
14
consumer’s smartphone purchase decision. (Part III.)
15
15.
Epic is one of the many app developers affected by Apple’s anti-
16
competitive conduct. Epic is a developer of entertainment software for personal
17
computers, smart mobile devices and gaming consoles. The most popular game Epic
18
currently makes is Fortnite, which has connected hundreds of millions of people in a
19
colorful, virtual world where they meet, play, talk, compete, dance, and even attend
20
concerts and other cultural events. Fortnite is beloved by its millions of users. In the
21
first year after Fortnite’s release in 2017, the game attracted over 125 million players; in
22
the years since, Fortnite has topped 350 million players and has become a global cultural
23
phenomenon.
24
16.
Epic—and Fortnite’s users—are directly harmed by Apple’s anti-
25
competitive conduct. But for Apple’s illegal restraints, Epic would provide a competing
26
app store on iOS devices, which would allow iOS users to download apps in an
27
innovative, curated store and would provide users the choice to use Epic’s or another
28
third-party’s in-app payment processing tool. Apple’s anti-competitive conduct has also
5
Complaint for Injunctive Relief
1
injured Epic in its capacity as an app developer by forcing Epic to distribute its app
2
exclusively through the App Store and exclusively use Apple’s payment processing
3
services. As a result, Epic is forced, like so many other developers, to charge higher
4
prices on its users’ in-app purchases on Fortnite in order to pay Apple’s 30% tax.
5
17.
Contrast this anti-competitive harm with how similar markets operate
6
on Apple’s own Mac computers. Mac users can download virtually any software they
7
like, from any source they like. Developers are free to offer their apps through the Mac
8
computer App Store, a third-party store, through direct download from the developer’s
9
website, or any combination thereof. Indeed, on Macs, Epic distributes Fortnite through
10
its own storefront, which competes with other third-party storefronts available to Mac
11
users. App developers are free to use Apple’s payment processing services, the payment
12
processing services of third parties, or the developers’ own payment processing service;
13
users are offered their choice of different payment processing options (e.g., PayPal,
14
Amazon, and Apple). The result is that consumers and developers alike have choices,
15
competition is thriving, prices drop, and innovation is enhanced. The process should be
16
no different for Apple’s mobile devices. But Apple has chosen to make it different by
17
imposing contractual and technical restrictions that prevent any competition and increase
18
consumer costs for every app and in-app content purchase—restrictions that it could
19
never impose on Macs, where it does not enjoy the same dominance in the sale of
20
devices. It doesn’t have to be like this.
21
18.
Epic has approached Apple and asked to negotiate relief that would
22
stop Apple’s unlawful and unreasonable restrictions. Epic also has publicly advocated
23
that Apple cease the anti-competitive conduct addressed in this Complaint. Apple has
24
refused to let go of its stranglehold on the iOS ecosystem.
25
19.
On the morning of August 13, 2020, for the first time, Apple mobile
26
device users were offered competitive choice. Epic added a direct payment option to
27
Fortnite, giving players the option to continue making purchases using Apple’s payment
28
processor or to use Epic’s direct payment system. Fortnite users on iOS, for the first
6
Complaint for Injunctive Relief
1
time, had a competitive alternative to Apple’s payment solution, which in turn enabled
2
Epic to pass along its cost savings by offering its users a 20% reduction in in-app prices
3
as shown below:
4
5
6
7
8
9
10
11
12
13
14
15
20.
Rather than tolerate this healthy competition and compete on the
16
merits of its offering, Apple responded by removing Fortnite from sale on the App Store,
17
which means that new users cannot download the app, and users who have already
18
downloaded prior versions of the app from the App Store cannot update it to the latest
19
version. This also means that Fortnite players who downloaded their app from the App
20
Store will not receive updates to Fortnite through the App Store, either automatically or
21
by searching the App Store for the update. Apple’s removal of Fortnite is yet another
22
example of Apple flexing its enormous power in order to impose unreasonable restraints
23
and unlawfully maintain its 100% monopoly over the iOS In-App Payment Processing
24
Market.
25
21.
Accordingly, Epic seeks injunctive relief in court to end Apple’s
26
unreasonable and unlawful practices. Apple’s conduct has caused and continues to cause
27
Epic financial harm, but as noted above, Epic is not bringing this case to recover these
28
damages; Epic is not seeking any monetary damages. Instead, Epic seeks to end Apple’s
7
Complaint for Injunctive Relief
1
dominance over key technology markets, open up the space for progress and ingenuity,
2
and ensure that Apple mobile devices are open to the same competition as Apple’s
3
personal computers. As such, Epic respectfully requests this Court to enjoin Apple from
4
continuing to impose its anti-competitive restrictions on the iOS ecosystem and ensure
5
2020 is not like “1984”.
PARTIES
6
7
22.
Plaintiff Epic is a Maryland corporation with its principal place of
8
business in Cary, North Carolina. Epic’s mission is “to create fun games we want to play
9
and to build the art and tools needed to bring those games to life”.
10
23.
Epic was founded in 1991 by a college student named Tim Sweeney
11
who was studying mechanical engineering. Mr. Sweeney ran Epic out of his parents’
12
garage and distributed by mail Epic’s first commercial personal computer software, a
13
game named ZZT. Since then, Epic has developed several popular entertainment
14
software products that can be played on an array of platforms—such as personal
15
computers, gaming consoles, and mobile devices.
16
24.
Currently, Epic’s most popular game is Fortnite, which has connected
17
hundreds of millions of people in a colorful virtual world where they meet, play, talk,
18
compete, dance, and even attend concerts and other cultural events.
19
20
21
22
23
24
25
26
27
28
8
Complaint for Injunctive Relief
1
2
3
4
5
6
7
8
9
10
25.
Although some video games or other apps require users to pay before
11
they download and use the software, Fortnite is free to download and play. Epic
12
generates revenue by offering users various in-app purchases of in-app content. For
13
example, players who wish to further express themselves within Fortnite through digital
14
avatars, costumes, dances, or other cosmetic enhancements may purchase them within the
15
Fortnite app. Through this model, Epic makes Fortnite widely accessible at no cost to
16
consumers, while earning a return on its artistic and engineering investments through the
17
sale of cosmetic enhancements.
18
19
20
21
22
23
24
25
26
27
28
9
Complaint for Injunctive Relief
1
26.
Fortnite has become a global phenomenon. As noted, in the first year
2
after Fortnite was released in 2017, the game attracted over 125 million players; in the
3
years since, Fortnite has topped 350 million players and has become a global cultural
4
phenomenon.
5
27.
Epic also built and runs the Epic Games Store, a digital video game
6
storefront through which gamers can download various games, some developed by Epic,
7
and many offered by third-party game developers. The Epic Games Store is currently
8
available on personal computers. Epic distributes Fortnite to users of personal
9
computers—including users of Apple’s own Mac computers—through the Epic Games
10
Store. Epic also distributes other developers’ games for a modest fee through the Epic
11
Games Store. Worldwide, approximately 400 million users have signed up to play Epic’s
12
games, and each day 30 to 40 million individuals log into an Epic game.
13
28.
Epic creates and distributes the Unreal Engine, a powerful software
14
suite that allows users to create realistic three-dimensional content including video
15
games, architectural recreations, television shows, and movies. An Epic subsidiary also
16
develops and distributes the popular Houseparty app, which enables video chatting and
17
social gaming on mobile devices and personal computers.
18
29.
Defendant Apple is a California corporation with its principal place of
19
business in Cupertino, California. Apple is the largest public company in the world, with
20
a current market capitalization of close to $2 trillion. Apple designs, markets and sells
21
smartphones (including the iPhone), personal computers (including Macs), tablets
22
(including the iPad), wearables and accessories, and sells a variety of related services.
23
Apple also owns and operates the Apple App Store (the “App Store”), including
24
contracting with all app developers that distribute their apps through the App Store and is
25
therefore a party to the anti-competitive contractual restrictions at issue in this Complaint.
26
JURISDICTION AND VENUE
27
28
30.
This Court has subject matter jurisdiction over Epic’s federal antitrust
claims pursuant to the Clayton Antitrust Act, 15 U.S.C. § 26, and 28 U.S.C. §§ 1331
10
Complaint for Injunctive Relief
1
and 1337. The Court has supplemental jurisdiction over Epic’s state law claims pursuant
2
to 28 U.S.C. § 1367. The Court also has subject matter jurisdiction over the state law
3
claims pursuant to 28 U.S.C. § 1332 based on the diversity of citizenship of Epic, on one
4
hand, and of Apple, on the other. Although Epic does not seek monetary damages, the
5
amount in controversy exceeds $75,000.
6
31.
This Court has personal jurisdiction over Apple. Apple is
7
headquartered in this District. Also, Apple has engaged in sufficient minimum contacts
8
with the United States and has purposefully availed itself of the benefits and protections
9
of both United States and California law such that the exercise of jurisdiction over Apple
10
11
would comport with due process requirements.
32.
Further, Apple has consented to the exercise of personal jurisdiction
12
by this Court. Apple is party to an Apple Developer Program License Agreement (the
13
“Developer Agreement”) with Epic. Section 14.10 of the Developer Agreement provides
14
that “[a]ny litigation or other dispute resolution” between the parties “arising out of or
15
relating to this Agreement, the Apple Software, or Your relationship with Apple will take
16
place in the Northern District of California”, and that the parties “consent to the personal
17
jurisdiction of and exclusive venue in the state and federal courts within” the Northern
18
District of California. Section 14.10 further provides that the Developer Agreement “will
19
be governed by and construed in accordance with the laws of the United States and the
20
State of California”. At least some of the claims raised in this Complaint “relate to”
21
Epic’s relationship with Apple.
22
33.
Venue is proper in this District pursuant to 28 U.S.C. § 1391(b)
23
because Apple maintains its principal place of business in the State of California and in
24
this District, and because a substantial part of the events or omissions giving rise to
25
Epic’s claims occurred in this District. In the alternative, personal jurisdiction and venue
26
also may be deemed proper under Section 12 of the Clayton Antitrust Act, 15 U.S.C.
27
§ 22, because Apple may be found in or transacts business in this District.
28
11
Complaint for Injunctive Relief
INTRADISTRICT ASSIGNMENT
1
2
34.
Pursuant to Civil Local Rule 3-2(c), this antitrust case shall not be
3
assigned to a particular Division of this District, but shall be assigned on a District-wide
4
basis.
RELEVANT FACTS
5
6
I.
Apple Monopolizes the iOS App Distribution Market.
7
35.
To understand how Apple maintains a complete monopoly over the
8
iOS App Distribution Market, it will be helpful to provide a background on smart mobile
9
devices and Apple’s control over key aspects of the devices.
10
36.
Apple designs, markets, and sells mobile computing devices including
11
smartphones, which it brands as iPhones, and tablets, which it brands as iPads.
12
Smartphones and tablets are portable electronic devices that can connect wirelessly to the
13
internet and are capable of multipurpose computing functions, including, among other
14
things, internet browsing, sending and receiving email, accessing workplace software,
15
editing documents, using social media, streaming video, listening to music, or playing
16
games.
17
37.
Similar to laptop and desktop personal computers, mobile devices
18
such as smartphones and tablets require an operating system or “OS” that enables
19
multipurpose computing functionality. An OS for mobile devices (a “mobile OS”), just
20
like the OS of any computer, is a piece of software that provides basic functionality to
21
users of smartphones, such as button controls, touch commands, motion commands, and
22
the basic “graphical user interface”, which includes “icons” and other visual elements
23
representing actions that the user can take. A mobile OS also facilitates the basic
24
operations of a smartphone, such as GPS positioning, camera and video recording, speech
25
recognition and other features. In addition, a mobile OS permits the installation and
26
operation of apps that are compatible with the particular OS.
27
28
38.
Just as personal computers are sold to users with an OS pre-installed
(e.g., Microsoft Windows or macOS), smartphones and tablets are sold to users with a
12
Complaint for Injunctive Relief
1
mobile OS pre-installed. Mobile device suppliers, commonly known in the industry as
2
original equipment manufacturers (“OEMs”), such as Samsung or Motorola, will select
3
and install an OS prior to shipping their respective devices for sale.
4
39.
The vast majority of OEMs do not develop or own a proprietary
5
mobile OS, and must instead license a mobile OS for installation on their devices. The
6
overwhelming majority of mobile devices sold by these OEMs use the Android OS,
7
which is licensed by Google. In contrast, Apple uses a proprietary operating system
8
called iOS, which it installs on the iPhone.1 All iPhones and iPads are shipped with iOS
9
pre-installed. Apple does not license or install any other mobile OS onto the iPhone or
10
iPad, nor does it license iOS to any other OEM for installation on devices other than
11
Apple’s.
12
40.
Thus, for mobile device users, there are effectively only two mobile
13
operating systems to choose from: Google’s Android OS or Apple’s iOS. As of July
14
2020, these two operating systems accounted for nearly 100% of the worldwide mobile
15
OSs.2
16
41.
Mobile device users, including iOS device users, desire and use a
17
number of apps in connection with their devices. Apps—software programs designed to
18
run on smartphones and tablets—facilitate and magnify the full range of the device’s
19
functionality. For example, apps support consumers’ shopping, social networking, food
20
ordering and delivery, personal email, newspaper subscriptions, video and music
21
streaming, or playing mobile games like Fortnite. Smartphones and tablets are also a
22
ubiquitous tool for conducting business, and many consumers consult work calendars,
23
24
25
26
27
28
1
Historically, iOS was also the operating system used on iPads. In 2019, Apple
announced that it would begin using the name iPadOS to refer to the operating system on
iPads. For simplicity’s sake, this Complaint refers to the operating system on both
devices as “iOS”. There are no differences between iOS and iPadOS that are relevant to
the allegations herein.
2
StatCounter, “Mobile Operating System Market Share Worldwide”, available online
at https://gs.statcounter.com/os-market-share/mobile/worldwide (last accessed Aug. 10,
2020); S. O’Dea “mobile operating systems’ market share worldwide from January 2012
to December 2019”, Statista (Feb. 28, 2020), available online at
https://www.statista.com/statistics/272698/global-market-share-held-by-mobileoperating-systems-since-2009/.
13
Complaint for Injunctive Relief
1
draft work emails, edit work documents, and perform other work functions on their
2
mobile device. The ability to access these smart functions “on the go” forms part of the
3
distinct value-add of apps to many consumers and businesses. For instance, the
4
portability of smartphones, in conjunction with certain apps, enable uses that could not be
5
replicated by a desktop computer—e.g., real-time GPS-based driving directions, entering
6
meal orders tableside, processing payments at open-air markets and craft fairs, or taking
7
photos and instantly posting them to social media. In short, apps permit the
8
customization of a user’s device to cater to the user’s specific interests and needs.
9
42.
When the iPhone was first launched in 2007, it supported only
10
Apple’s native designed apps, and did not offer users access to any apps developed by
11
third parties. Apple quickly changed its policy, as just one year later, Apple released its
12
new iPhone 3G model that opened up the iOS ecosystem to permit third-party developers
13
to create new and innovative applications for iOS users.
14
43.
Since opening up its iOS platform, and up to today, the vast majority
15
of apps are developed and programmed by third-party developers, although Apple and
16
Google, who control iOS and Android OS, respectively, also develop and distribute apps
17
of their own. To reach iOS app consumers, and to make their investment into developing
18
iOS apps profitable, app developers need to be able to distribute their iOS apps to users.
19
44.
All software programs, such as apps, must be updated from time to
20
time, either to add functions, to address technical issues, or to ensure compatibility with
21
an OS that has been updated. App updates are important to the continued functionality
22
and commercial viability of apps, as well as a means to make ongoing improvements to
23
each app. Some updates resolve technical or programming issues—e.g., a software fix to
24
a bug that caused the app to crash or to ensure the app remains compatible with an OS
25
update—while other updates are designed to introduce new functionality or content into
26
an app to support continued interest in the app by its users—e.g., an update to a bank app
27
that adds the ability to deposit checks, a business suite that has added new functions for
28
its customers’ or employees, or an update to a game that introduces new challenges or
14
Complaint for Injunctive Relief
1
cosmetic features. Thus, in addition to a channel for initial distribution, app developers
2
need a way to inform app users of updates to their apps, and a feasible means of
3
disseminating those updates.
4
45.
Apps are OS-specific; they must be programmed to function on the
5
particular OS on which they will be downloaded and run. Thus, apps developed for
6
Android OS cannot substitute for apps designed for iOS. Developers who wish to
7
distribute an app to users of devices with different OSs must therefore code different
8
versions of their app for distribution to the different sets of users. To reach iOS device
9
users, developers must program an iOS-compatible version of their app.
10
46.
The iOS userbase is enormous. There are nearly a billion iPhone
11
users worldwide and over 1.5 billion active iOS devices, including both iPhones and
12
iPads.3 Typically, these users will use only iOS devices and will not also use mobile
13
devices with a different OS. In addition to its size, the iOS user base is also uniquely
14
valuable in that its user base spends twice as much money on apps as Android users.4
15
This is consistent with Epic’s experience, as the average iOS Fortnite user spends
16
significantly more on in-app purchases than the average Android Fortnite user.
17
47.
iOS users are therefore a “must have” market for app developers to
18
compete in; an app developer that chooses to develop apps for Android but not iOS
19
forgoes the opportunity to reach over one billion high-paying app users.
20
48.
When Apple sells its iPhones and iPads, it chooses which apps to pre-
21
install prior to the sale of the device to consumers, which Apple limits to its own apps,
22
i.e., third-party apps do not come pre-installed. However, Apple can neither anticipate
23
Michael Potuck, “Apple hits 1.5 billion active devices with ~80% of recent iPhones
and iPads running iOS 13”, 9To5Mac (Jan. 28, 2020), available online at
https://9to5mac.com/2020/01/28/apple-hits-1-5-billion-active-devices-with-80-of-recentiphones-and-ipads-running-ios-13/.
4
Prachi Bhardwaj, “Despite Android's growing market share, Apple users continue to
spend twice as much money on apps as Android users”, Business Insider (Jul. 6, 2018),
available online at https://www.businessinsider.com/apple-users-spend-twice-apps-vsandroid-charts-20187#:~:text=Despite%20Android's%20growing%20market%20share,on%20apps%20as%2
0Android%20users&text=On%20top%20of%20that%2C%20Android,a%20distant%20se
cond%20at%2014%25.
24
25
26
27
28
3
15
Complaint for Injunctive Relief
1
nor deliver the complete universe of apps that any particular iOS device purchaser may
2
desire to use. Nor do consumers themselves know at the time they purchase a device the
3
many different apps they will want to download. Some of the apps an iOS device user
4
eventually installs may not even have been developed or released at the time the user
5
purchased the device, as new apps are released daily. Thus, it would be impractical and
6
imprudent for Apple to load its iOS device with a large number of pre-installed apps,
7
many of which would be unwanted by consumers. Instead, consumers are able to
8
customize their devices for their own needs and uses by choosing which apps to install.
9
49.
Users therefore benefit from app distribution services, including
10
services that allow users to find new apps they desire to download and that make new
11
apps and app updates seamlessly available for download and update.
12
50.
Part I.A below describes the market for distribution of apps on iOS
13
devices. Part I.B explains Apple’s monopoly power in the market, and Part I.C describes
14
Apple’s anti-competitive acts to maintain its monopoly in the market. Finally, Part I.D
15
describes the harm to competition, including to would-be competing app distributors, app
16
developers, and consumers.
17
A.
18
The iOS App Distribution Market.
51.
There is a relevant market for the distribution of apps compatible with
19
iOS to users of iOS devices, the iOS App Distribution Market. This market is comprised
20
of all of the channels through which apps may be distributed to iOS device users.
21
52.
One channel for distributing apps is an app store. App stores allow
22
consumers to easily browse, search for, access reviews on, purchase (if necessary),
23
download, and install mobile apps using just the mobile device and an internet
24
connection.
25
53.
Non-iOS app stores are not part of the iOS App Distribution Market.
26
Because app stores are OS-specific, they distribute only those apps compatible with the
27
mobile OS on which the app store is used. iOS device users can use only an app store
28
designed to run on iOS, and thus cannot substitute an app store designed to run on
16
Complaint for Injunctive Relief
1
Google’s Android OS. Accordingly, app developers cannot distribute their apps to iOS
2
users on a non-iOS app store—i.e., non-iOS app stores do not substitute for iOS app
3
stores from developers’ or consumers’ perspectives.
4
54.
Stores distributing personal computer or gaming console software are
5
also not part of the iOS App Distribution Market. Such stores are not compatible with
6
iOS and do not offer iOS-compatible apps: for example, Steam is a popular outlet for
7
distributing gaming software compatible with personal computers, but the software it
8
distributes cannot run on an iOS device. A user cannot download mobile apps for use on
9
an iOS device by using such non-iOS, non-mobile software distribution platforms.
10
55.
The same is true even when an app or game, like Fortnite, is available
11
for different types of platforms running different operating systems. Only the OS-
12
compatible version of that software can run on a specific type of device or computer.
13
Accordingly, as a commercial reality, an app developer that wishes to distribute mobile
14
apps for iOS devices must develop an iOS-specific version of the app and avail itself of
15
the iOS App Distribution Market.
16
56.
In the alternative only, the iOS App Distribution Market is a relevant,
17
economically distinct sub-market of a hypothetical broader antitrust market for the
18
distribution of mobile apps to users of all mobile devices, whether Apple’s iOS or
19
Google’s Android OS.
20
21
22
23
57.
The geographic scope of the iOS App Distribution Market is
worldwide, as consumers and developers can access iOS worldwide.
B.
Apple’s Monopoly Power in the iOS App Distribution Market.
58.
Apple has a monopoly in the iOS App Distribution Market. This is
24
because the App Store is the sole means by which apps may be distributed to consumers
25
in that market.
26
59.
Apple’s anti-competitive conduct (discussed in Part I.C below)
27
forecloses all potential competitors from entering the iOS App Distribution Market.
28
Apple prevents iOS users from downloading app stores or apps directly from websites;
17
Complaint for Injunctive Relief
1
pre-installs its App Store on every iOS device it sells; disables iOS users’ ability to
2
remove the App Store from their devices; and conditions all app developers’ access to
3
iOS on the developers’ agreement to distribute their apps solely through the App Store
4
and not to distribute third-party app stores. Although Apple could permit developers to
5
build and offer competing iOS app stores, it denies all developers any opportunity to do
6
so. Apple’s power in the iOS App Distribution Market is absolute.
7
60.
As a result of Apple’s conduct, app developers have no choice but to
8
offer apps exclusively through the App Store to reach the enormous userbase of iOS
9
devices and are foreclosed from distributing apps by any other means.
10
61.
Apple faces no constraints on its power in the iOS App Distribution
11
Market. Non-iOS app distribution platforms do not constrain Apple’s monopoly power
12
in the iOS App Distribution Market because they are not compatible with iOS devices,
13
they cannot provide iOS users with apps for their devices, and they do not contain iOS-
14
compatible apps.
15
62.
Nor can app developers constrain Apple’s anti-competitive conduct in
16
the iOS App Distribution Market by declining to develop apps for iOS. If a developer
17
does not develop apps for iOS, the developer must forgo all of the over one billion or so
18
iOS users. No developer alone has sufficient power to overcome the network effects and
19
switching costs associated with iOS (see Part III below) to entice enough iOS users to
20
leave iOS, such that developing apps solely for other platforms would be profitable.
21
Thus, developers need to be on iOS.
22
63.
Lastly, as described in Part III below, competition in the sale of
23
mobile devices does not constrain Apple’s power in the iOS App Distribution Market
24
because iOS device users face substantial switching costs and lock-in to the iOS
25
ecosystem. Further, regardless of the extent of competition in the sale of premium
26
smartphones, competition at the smartphone level would not constrain Apple’s power in
27
the iOS App Distribution Market because consumers cannot adequately account for and
28
18
Complaint for Injunctive Relief
1
therefore constrain Apple’s anti-competitive conduct through their purchasing behavior.
2
The same is true for competition at the tablet level.
3
4
C.
Apple’s Anti-competitive Conduct in the iOS App Distribution Market.
64.
Apple imposes unreasonable restraints and unlawfully maintains a
5
monopoly in the iOS App Distribution Market through several anti-competitive acts,
6
including technical restrictions (Part I.C.i below) and contractual restrictions. (Part I.C.ii
7
below.) There is no procompetitive justification for these anti-competitive acts.
8
(Part I.C.iii below.)
9
i.
10
65.
11
12
Technical Restrictions
Apple imposes several technical restrictions that foreclose
competition in the iOS App Distribution Market.
66.
First, Apple prevents iOS users from downloading app stores or apps
13
directly from websites. Apple has done so by designing technical restrictions into iOS
14
that prevent users from downloading app stores or apps directly from websites. As a
15
result, iOS consumers must use Apple’s App Store to download any apps to their devices,
16
app developers must use Apple’s App Store to distribute their apps to consumers, and
17
would-be app distributors are unable to offer apps or competing app stores through their
18
respective websites.
19
67.
Second, Apple pre-installs its App Store on the home screen of every
20
iOS device it sells. Apple does not pre-install (or even allow) any competing app stores
21
anywhere on iOS devices. Apple also disables iOS users’ ability to remove the App
22
Store from their devices.
23
24
25
26
27
ii.
68.
Contractual Restrictions
Apple also imposes contractual restrictions that foreclose competition
in the iOS App Distribution Market.
69.
First, Apple conditions all app developers’ access to iOS on the
developers’ agreement to distribute their apps solely through the App Store.
28
19
Complaint for Injunctive Relief
1
2
70.
Apple effects this unlawful condition by requiring that all iOS
developers enter into Apple’s Developer Agreement, a contract of adhesion.
3
71.
Section 3.2(g) of the Developer Agreement requires that developers
4
distribute their apps only through the App Store. The Section provides that Applications
5
“may be distributed only if selected by Apple (in its sole discretion) for distribution via
6
the App Store, Custom App Distribution, for beta distribution through TestFlight, or
7
through Ad Hoc distribution as contemplated in this Agreement”.
8
72.
The App Store is thus the only channel through which developers can
9
distribute apps to the broad iOS userbase. Custom App Distribution, beta distribution
10
through TestFlight, and Ad Hoc distribution are limited distribution channels that can
11
only be used for specific types of commercial users.5
12
73.
Custom App Distribution is available only in unique and specialized
13
circumstances—namely, where a business or school needs to support the distribution and
14
maintenance of apps on its devices. Custom App Distribution is the “store or storefront
15
functionality that enables users to obtain Licensed Applications through the use of Apple
16
Business Manager, Apple School Manager, or as otherwise permitted by Apple”.
17
(Developer Agreement § 1.2, Ex. A.) Organizations can use Apple Business Manager
18
and Apple School Manager to organize their devices, apps, and accounts. These
19
programs enable organizations to buy and distribute apps and content in bulk to their
20
members or employees. Custom App Distribution does not allow developers to distribute
21
apps to the broad iOS userbase; it is essentially a sanctioned extension of the App Store
22
for narrow, specialized purposes, not a competing distribution channel.
23
74.
Apple’s beta testing program permits a developer to release non-final
24
versions of apps through Apple’s TestFlight Application to only a limited number of
25
(i) the developer’s own personnel and (ii) beta testers. (Developer Agreement § 7.4,
26
27
28
5
Apple also allows certain Apple-approved large commercial organizations to
participate in Apple’s Developer Enterprise Program, which permits the approved
organizations to develop and deploy proprietary, internal-use apps to their employees.
This program does not permit developers to distribute apps to the broad iOS userbase.
20
Complaint for Injunctive Relief
1
Ex. A.) This program permits distribution only to a limited number of iOS devices
2
(primarily owned and controlled by the developer) for the sole and specific purpose of
3
facilitating the coding and testing of a developer’s apps for use on the App Store; this
4
program does not allow developers to distribute apps to the broad iOS userbase.
5
75.
Ad Hoc distribution refers to the limited permission Apple gives a
6
developer to distribute apps directly to the developer’s own devices in connection with
7
the developer’s efforts to develop apps for iOS users. (Developer Agreement §§ 1.2, 7.3,
8
Ex. A.) Because this permission is limited to a developer’s devices and does not allow
9
distribution to third parties, Ad Hoc distribution does not allow developers to distribute
10
11
apps to the broad iOS userbase.
76.
Therefore, by contractually conditioning developers’ access to iOS on
12
their agreement to distribute apps solely through the App Store, Apple further forecloses
13
competition in the iOS App Distribution Market, as developers are contractually
14
prevented from choosing to offer their iOS apps through third-party app stores.
15
16
17
18
19
77.
Second, Apple conditions app developers’ access to iOS on their
agreement not to distribute third-party app stores.
78.
Section 3.3.2(b) of the Developer Agreement prohibits
“Application[s]” that “create a store or storefront for other code or applications”.
79.
Further, Apple’s App Store Review Guidelines—which the Developer
20
Agreement requires iOS developers to follow or risk removal from the App Store—make
21
it “[u]nacceptable” to create “an interface for displaying third-party apps, extensions, or
22
plug-ins similar to the App Store or as a general-interest collection”. (App Store Review
23
Guidelines § 3.2.2(i), Ex. B.)
24
80.
In other words, to access the iOS userbase, app developers must agree
25
not to distribute or create app stores that could compete with Apple’s App Store—
26
whether they intend to distribute their own app store through Apple’s App Store or
27
through the developer’s own website.
28
21
Complaint for Injunctive Relief
1
81.
Apple has enforced these restrictions against Epic. Epic approached
2
Apple to request that Apple allow Epic to offer its Epic Games Store to Apple’s iOS
3
users through the App Store and direct installation. Apple’s response was an unequivocal
4
“no”.
5
iii.
Lack of Procompetitive Justification
6
82.
There is no procompetitive justification for Apple’s anti-competitive
7
8
9
conduct in the iOS App Distribution Market.
83.
Apple has asserted that blocking third-party app distribution platforms
is necessary to enforce privacy and security safeguards. This is a pretext that Apple has
10
used to foreclose all competition in the iOS App Distribution Market in which it has
11
absolute monopoly power. A simple comparison to how Apple handles third-party
12
software on its Mac personal computers illustrates how baseless its justifications are.
13
Apple allows Mac users to access a number of different distribution channels to
14
download software applications to their computers, including direct downloads from
15
developer websites and the ability to purchase software applications from stores offered
16
by third parties that compete with Apple’s App Store. The consumer experience of
17
acquiring software on Apple personal computers and Apple’s smartphones is night and
18
day. There is no legitimate reason why the same competitive structure for acquiring
19
software on an Apple personal computer could not safely and securely exist on Apple’s
20
smart mobile devices.
21
84.
There are a variety of mechanisms available to ensure the security of
22
third-party applications that are less restrictive than prohibiting anyone other than Apple
23
from distributing apps. If Apple believes it has a unique capability to screen apps for
24
privacy and security issues, it could market those capabilities to competing app
25
distributors, for a price. But if given the opportunity, competitors may be able to provide
26
even better privacy and security safeguards. It is for users and the market to decide
27
which store offers the best safeguards and at what price, not for Apple.
28
22
Complaint for Injunctive Relief
1
85.
In describing the App Store for iOS, Apple claims to “believe
2
competition makes everything better and results in the best apps for our customers”.6
3
Epic agrees. Competition in the iOS App Distribution Market would make everything
4
better, and that includes better distribution services, better privacy and security
5
safeguards, lower pricing, and access to apps that Apple currently and unfairly restricts.
6
86.
Given the lack of any procompetitive justification, much less a
7
sufficient one to justify the complete blocking of any competition, Apple’s conduct
8
imposes unreasonable restraints and unlawfully maintains its monopoly in the iOS App
9
Distribution Market.
10
D.
11
Anti-competitive Effects in the iOS App Distribution Market.
87.
Apple’s anti-competitive conduct forecloses competition in the iOS
12
App Distribution Market, affects a substantial volume of commerce in this market, and
13
causes anti-competitive harms to (i) would-be competing app distributors, (ii) developers,
14
and (iii) consumers.
15
16
88.
First, Apple’s anti-competitive conduct harms all would-be app
distributors by foreclosing them from competing in the iOS App Distribution Market.
17
89.
But for Apple’s restrictions, would-be competing app distributors,
18
such as Epic, could develop and offer iOS-compatible app stores, thereby providing
19
consumers and developers choice beyond Apple’s own App Store and injecting healthy
20
competition into the market. These stores could compete on the basis of (among other
21
things) price, service and innovation. Competitors could innovate by (among other
22
things) curating the apps available on a competing app store (such as offering selections
23
of apps in particular categories of consumer interest, like gaming, travel, or health),
24
providing more reliable reviews and other information about the apps, showing or
25
advertising apps in different ways, or offering different pricing schemes.
26
27
28
Apple, “App Store”, https://www.apple.com/ios/app-store/principles-practices/ (last
accessed Aug. 2, 2020).
6
23
Complaint for Injunctive Relief
1
90.
For example, in the personal computer space (including Macs),
2
software can be purchased through many different sellers, including special digital
3
membership stores. In the gaming space, the leading store is Steam. To compete against
4
Steam, Epic developed its own digital membership store to sell game software, the Epic
5
Games Store. The Epic Games Store provides access to more than 250 games from more
6
than 200 developers, and those numbers are growing rapidly. The Epic Games Store
7
offers personalized features such as friends list management and game matchmaking
8
services. Absent Apple’s anti-competitive conduct, Epic would also create an app store
9
for iOS.
10
91.
Notable large technology companies have recently clashed with Apple
11
and lost, demonstrating that Apple’s monopoly power is not constrained by even large
12
and well-capitalized market participants. As a result, iOS users are denied innovations.
13
For example, on August 6, 2020, The Verge reported that a new and notable mobile
14
gaming service, Microsoft’s xCloud, would be launching its cloud-based online gaming
15
system across a number of different platforms—but not on Apple’s App Store.7 Apple
16
confirmed that it rejected xCloud for violating Apple’s policies—the same policies
17
described above that are designed to protect Apple’s monopoly over the iOS App
18
Distribution Market.8 Microsoft expressed its discontent with the decision, stating that
19
Apple is “stand[ing] alone as the only general purpose platform to deny consumers from
20
cloud gaming and game subscription services like Xbox Game Pass”.9
21
92.
One day later, August 7, 2020, The New York Times reported that
22
Facebook had unsuccessfully attempted for six months to obtain Apple’s approval of a
23
new Facebook Gaming app that would allow users to watch livestreams of online games
24
25
26
27
28
Nick Statt, “Apple confirms cloud gaming services like xCloud and Stadia violate
App Store guidelines” The Verge (Aug. 6, 2020), available online at
https://www.theverge.com/2020/8/6/21357771/apple-cloud-gaming-microsoft-xcloudgoogle-stadia-ios-app-store-guidelines-violations.
8
Id.
9
Id.
7
24
Complaint for Injunctive Relief
1
and play simple games, like the popular Words With Friends.10 Like it had with
2
Microsoft, Apple unequivocally refused to allow Facebook to distribute its competing
3
game store on the App Store.11 Ultimately, Facebook caved under Apple’s power and
4
removed the ability for users to play games on its app, limiting it to a simple video
5
streaming service.12 As Facebook’s vice president for gaming, Vivek Sharma, explained,
6
Apple’s conduct creates “shared pain across the games industry, which ultimately hurts
7
players and developers and severely hamstrings innovation on mobile for other types of
8
formats like cloud gaming”.13
9
93.
10
including Epic.
11
94.
Second, Apple’s anti-competitive conduct harms developers,
Apple’s conduct denies developers the choice of how best to distribute
12
their apps. Developers are barred from reaching over one billion iOS users unless they
13
go through Apple’s App Store, and on Apple’s terms. Developers cannot distribute their
14
apps through competing app stores that could offer, for example, increased visibility or
15
better or cheaper marketing. Nor can developers offer their apps directly though their
16
own websites. Thus, developers are dependent on Apple’s noblesse oblige, as Apple may
17
deny access to the App Store, change the terms of access, or alter the tax it imposes on
18
developers, all in its sole discretion and on the commercially devastating threat of the
19
developer losing access to the entire iOS userbase.
20
95.
Apple’s total foreclosure of any competition in the iOS App
21
Distribution Market reduces the competitive pressure for Apple to innovate and improve
22
its own App Store, leaving developers with inferior distribution outlets compared to what
23
24
25
26
27
28
Seth Schiesel, “Facebook Gaming Finally Clears Apple Hurdle, Arriving in App
Store”, The New York Times (Aug. 7, 2020), available online at
https://www.nytimes.com/2020/08/07/technology/facebook-apple-gaming-appstore.html.
11
Id.
12
Id.
13
Id.
10
25
Complaint for Injunctive Relief
1
would exist if competition were to drive further development and innovation in the
2
market.
3
96.
Apple’s restrictions also prevent developers from experimenting with
4
alternative app distribution models, such as providing apps directly to consumers, selling
5
apps through curated app stores, selling app bundles, and more. By restricting developers
6
in this way, Apple ensures that developers’ apps will be distributed only on the App
7
Store.
8
9
97.
Additionally, Apple’s conduct increases developers’ costs. Apple is
able to extract a supra-competitive 30% tax on purchases of paid apps. Developers
10
require a reasonable return on their investment in order to dedicate the substantial time
11
and financial resources it takes to develop an app. By imposing its 30% tax, Apple
12
necessarily forces developers to suffer lower profits, reduce the quantity or quality of
13
their apps, raise prices to consumers, or some combination of the three.
14
98.
Apple itself has recognized that its tax is prohibitive to many app
15
developers, because the 30% surcharge makes the development of many apps
16
unprofitable. For example, in an internal discussion among Apple’s top executives
17
regarding Apple’s 30% charge, Steve Jobs acknowledged that a developer cannot
18
“buy/rent/subscribe from iOS without paying us [Apple], which we acknowledge is
19
prohibitive for many things”.14
Third, Apple’s anti-competitive conduct harms consumers.
20
99.
21
100. Apple’s conduct denies consumers choice, as they are forced to obtain
22
apps solely through the App Store, and Apple alone dictates which apps are available.
23
101. As explained above, the lack of any competition in the iOS App
24
Distribution Market prevents innovation by foreclosing potential competing app stores
25
and alternative app distribution channels, as well as reduces the competitive pressure for
26
Apple to innovate and improve its own App Store or reduce its supra-competitive 30%
27
28
14
E-mail from T. Cook, CEO, Apple, to Eddy Cue, VP of Internet Software and
Services, Apple (Feb. 6, 2011) (emphasis added) (House Committee On the Judiciary:
Online Platforms and Market Power, Apple Documents at HJC-APPLE-014816).
26
Complaint for Injunctive Relief
1
tax. Customers therefore are denied the opportunity to find and access apps by way of
2
new, innovative distribution methods, including specialized app stores catering to their
3
specific interests.
102. Additionally, Apple’s conduct increases consumers’ costs. Apple’s
4
5
market power permits it to impose a supra-competitive 30% tax on the price of apps
6
purchased through the App Store—a rate that is far higher than what could be sustained
7
under competitive conditions. Consumers bear some or all of that tax in the form of
8
higher prices or reduced quantity or quality of apps.
9
II.
Apple Monopolizes the iOS In-App Payment Processing Market.
10
11
12
103. Many app developers generate revenue by enabling purchases through
their apps.
104. Epic’s Fortnite is one such example. In Fortnite, players may
13
purchase digital outfits, dance moves, and other cosmetic enhancements within the game.
14
105. Developers selling digital content, such as Epic, require some way by
15
16
which consumers may seamlessly and efficiently make purchases in their apps.
106. To address the need for in-app payment processing, an application
17
programming interface (“API”) is integrated into apps. When a customer makes an in-
18
app purchase, the API sends the customer’s payment method (for example, a credit card)
19
to a payment processor for approval, similar to how a customer at a brick-and-mortar
20
store presents a payment method to a cashier for processing at a register. The payment
21
processor processes the transaction and, if approved, indicates through the API that the
22
app can make the purchased content available to the user.
23
107. There are a number of third-party payment processors such as
24
Braintree, PayPal, Square, and Stripe. Alternatively, some developers, like Epic, have
25
developed their own payment processing solutions. An app developer can select the
26
payment processor (or combination of payment processors) that best enhances the user
27
experience and helps facilitate a seamless, cost-effective, and efficient payment
28
processing API to work within their apps.
27
Complaint for Injunctive Relief
1
108. On iOS, however, Apple eliminates any choice of in-app payment
2
processors for in-app content and coerces developers into using Apple’s In-App
3
Purchase. Apple effects this unlawful tie by requiring developers who want to enable in-
4
app sales of in-app content to use Apple’s payment processor, exclusively—which
5
forecloses any alternative payment processing solutions.
6
7
A.
The iOS In-App Payment Processing Market.
109. There is a relevant market for the processing of payments for the
8
purchase of digital content, including in-game content, that is consumed within iOS apps,
9
the iOS In-App Payment Processing Market. The iOS In-App Payment Processing
10
Market comprises the payment processing solutions that (but for Apple’s unlawful
11
conduct) iOS developers could turn to and integrate into their iOS-compatible apps to
12
process in-app purchases of in-app content.
13
110. Absent Apple’s unlawful conduct, app developers could integrate
14
compatible payment processors into their apps to facilitate the purchase of in-app content.
15
Developers also would have the capability to develop their own in-app payment
16
processing functionality. And developers could offer users a choice among multiple
17
payment processors for each purchase, just like a website or brick-and-mortar store can
18
offer a customer the option of using Visa, MasterCard, Amex, Apple Pay, and more.
19
111. Apple offers separate payment solutions for the purchase of digital
20
content than it does for other types of purchases, even within mobile apps. In-App
21
Purchase can be used for the purchase of digital content for use in an app, while Apple
22
offers a separate tool, Apple Pay, to facilitate the in-app purchase of physical products
23
and services.
24
112. APIs and payment processing tools available outside of the app—such
25
as transaction processing through a developer’s website or over the phone—cannot
26
substitute for in-app payment processing. The ability to process in-app transactions
27
seamlessly and nearly instantaneously within the app itself provides immense benefits for
28
app users and developers. For users, the need to go outside the app to complete a
28
Complaint for Injunctive Relief
1
purchase would severely disrupt the use of the app, especially in game situations like
2
Fortnite, and would require substantially more effort to effectuate any purchase.
3
113. It is particularly important that app developers who sell in-app digital
4
content be able to offer in-app transactions that are seamless, engrossing, quick, and fun.
5
For example, a gamer who encounters a desirable “skin” within Fortnite, such as a
6
Marvel superhero, may purchase it nearly instantly for a small price without leaving the
7
app. Although Fortnite does not offer content that extends gameplay or gives players
8
competitive advantages, other game developers offer such products—for example,
9
“boosts” and “extra lives”—that extend and enhance gameplay. It is critical that such
10
purchases can be made during gameplay itself, rather than in another manner. If a player
11
were required to purchase game-extending extra lives outside of the app, the player may
12
simply stop playing instead.
13
114. As another example, if a user of a mobile dating app encounters a
14
particularly desirable potential dating partner, he/she can do more than “swipe right” or
15
“like” that person, but can also purchase a digital item that increases the likelihood that
16
the potential partner will notice his/her profile. If the user could not make that purchase
17
quickly and seamlessly, he/she would likely abandon the purchase and may even stop
18
“swiping” in the app altogether.
19
115. It is therefore essential that developers who offer digital content be
20
able to seamlessly integrate a payment processing solution into the app, rather than
21
requiring a consumer to go elsewhere, such as to a separate website, to process a
22
transaction. Indeed, if an app user were directed to process a purchase of digital content
23
outside of a mobile app, the user might abandon the purchase or stop interacting with the
24
mobile app altogether
25
116. Mobile game developers particularly value the ability to provide users
26
with engaging gameplay without imposing any burdens or distractions on consumers who
27
wish to make in-app purchases. Developers would be harmed if their app users were
28
directed to process their purchases outside of the app, as such users would likely reduce
29
Complaint for Injunctive Relief
1
their number of purchases, abandon purchases outright, or stop interacting with the app
2
altogether. For these reasons, and in the alternative only, there is a relevant antitrust sub-
3
market for processing purchases of virtual gaming products within mobile iOS games
4
(the “iOS Games Payment Processing Market”).
5
117. By contrast, app developers who sell physical products have multiple
6
ways to process transactions, and consumers are more willing to use methods other than
7
in-app purchases. For example, a consumer who desires to purchase a physical product
8
from Amazon could readily use either Amazon’s mobile app or Amazon’s website, or
9
could make the same or similar purchase in a number of other ways, including through
10
another online seller or at a brick-and-mortar store.
11
118. The geographic scope of the iOS In-App Payment Processing Market
12
is worldwide, as consumers and developers can access iOS worldwide. Further, Apple’s
13
30% tax does not vary by locality.
14
B.
Apple’s Monopoly Power in the iOS In-App Payment Processing
15
Market.
16
119. Apple has a monopoly over the iOS In-App Payment Processing
17
Market and, in the alternative, over the iOS Games Payment Processing Market, as it has
18
a 100% market share.
19
120. As explained in Part I above, Apple has a complete monopoly in the
20
iOS App Distribution Market. As the gatekeeper to the App Store, Apple is able to
21
unlawfully condition access to the App Store on iOS app developers’ use of Apple’s In-
22
App Purchase to process all in-app payments for in-app content.
23
121. Additionally, through its exclusionary tactics in the iOS In-App
24
Payment Processing Market (Part II.C below), Apple is able to maintain its monopoly
25
over that market.
26
27
122. Apple does not face any meaningful constraints to its monopoly
power in the iOS In-App Payment Processing Market. As discussed above, APIs and
28
30
Complaint for Injunctive Relief
1
payment processing tools available outside of iOS cannot substitute for in-app payment
2
processing because they severely disrupt the use of the app.
3
123. Competition in the iOS App Distribution Market cannot constrain
4
Apple in the iOS In-App Payment Processing Market because there is no such
5
competition, as explained in Part I.
6
124. Nor can app developers constrain Apple’s anti-competitive conduct in
7
the iOS In-App Payment Processing Market by declining to develop apps for iOS. If a
8
developer does not develop apps for iOS, the developer must forgo all of the one billion
9
plus iOS users. No developer has sufficiently important or attractive apps to overcome
10
the network effects and switching costs (see Part III below) associated with iOS to entice
11
enough iOS users to leave iOS, such that developing apps solely for other platforms
12
would be profitable. Thus, developers need to be on iOS.
13
125. Apple charges a 30% fee for In-App Purchase. This rate reflects
14
Apple’s market power and the lack of competition, which allow Apple to charge supra-
15
competitive prices for payment processing within the market.
16
126. The cost of alternative electronic payment processing tools, which
17
Apple does not permit to be used for the purchase of in-app digital content, can be one
18
tenth of the cost of In-App Purchase.
19
20
21
22
23
Electronic Payment Processing Tool
Base U.S. Rate
PayPal
2.9%
Stripe
2.9%
Square
2.6%-3.5%
Braintree
2.9%
24
25
26
27
28
127. Lastly, as described in Part III below, competition in the sale of
mobile devices does not constrain Apple’s power in the iOS In-App Payment Processing
Market because iOS device users face substantial switching costs and lock-in to the iOS
ecosystem. Further, regardless of competition in the sale of mobile devices, competition
31
Complaint for Injunctive Relief
1
at the smartphone level would not constrain Apple’s power in the iOS App Distribution
2
Market because consumers cannot adequately account for and therefore constrain Apple’s
3
anti-competitive conduct through their purchasing behavior. The same is true of
4
competition at the tablet level.
5
C.
Apple’s Anti-competitive Conduct in the iOS In-App Payment
6
Processing Market.
7
128. Apple imposes unreasonable restraints and unlawfully maintains its
8
monopoly in the iOS In-App Payment Processing Market through several anti-
9
competitive acts, including contractual and policy restrictions on app developers.
10
(Part II.C.i below.) There is no procompetitive justification for these anti-competitive
11
acts. (Part II.C.ii below.)
12
i.
Contractual and Policy Restrictions
13
129. Through its unlawful policies and restrictions, Apple unlawfully ties
14
In-App Purchase to the use of its App Store and forecloses any potential competition in
15
the iOS App Payment Processing Market.
16
130. Developers seeking to distribute their apps on the App Store are
17
required to follow Apple’s App Store Review Guidelines or risk Apple rejecting or
18
removing their app from the App Store. (Developer Agreement § 6.3, Ex. A.)
19
Section 3.1.1 of these guidelines provide that “if you [the developer] want to unlock
20
features or functionality within your app, (by way of example: subscriptions, in-game
21
currencies, game levels, access to premium content, or unlocking a full version), you
22
must use in-app purchase. Apps may not use their own mechanisms to unlock content
23
or functionality . . . . Apps and their metadata may not include buttons, external links, or
24
other calls to action that direct customers to purchasing mechanisms other than in-app
25
purchase”. (emphases added).
26
131. Additionally, Section 3.1.3 of the guidelines provides that developers
27
may not “directly or indirectly target iOS users to use a purchasing method other than
28
[Apple’s] in-app purchase, and general communications [to users] about other
32
Complaint for Injunctive Relief
1
purchasing methods [must not be] designed to discourage use of [Apple’s] in-app
2
purchase”. (emphases added).
132. These guidelines enumerate Apple’s anti-competitive tying policy: an
3
4
app developer’s access to the App Store—the only means to reach Apple’s substantial
5
iOS userbase—is conditioned on the developer’s use of Apple’s In-App Purchase to
6
process payments for in-app content. But Apple’s policies take it yet another step further,
7
gagging developers from even informing users of other payment options outside the app
8
or from discouraging its users from using Apple’s payment system. These draconian
9
policies serve to cement Apple’s monopoly position in the iOS In-App Payment
10
Processing Market.
11
133. Apple strictly enforces these contractual terms. For example, in an
12
October 2016 letter from Apple’s General Counsel to Spotify, Apple threatened to
13
remove Spotify’s app from the App Store for advertising free trials to its own
14
customers.15 Apple decreed: “What a developer cannot do is seek to use its iOS app as a
15
marketing tool to redirect consumers outside of the app to avoid in-app purchase.”16
16
134. Apple thus requires all developers to use its In-App Purchase to the
17
exclusion of any third-party payment processing solution, foreclosing any would-be
18
competing in-app payment processors from entering the iOS In-App Payment Processing
19
Market. In other words, app developers are coerced into using In-App Purchase by virtue
20
of wanting to use the App Store.
ii.
21
135. Apple’s foreclosure of the iOS In-App Payment Processing Market
22
23
has no procompetitive justification.
136. There is no security justification for requiring the use of In-App
24
25
Lack of Procompetitive Justification
Purchase for a user’s in-app purchase of in-app content. The best illustration of this point
26
27
28
15
Letter from Bruce Sewell, General Counsel, Apple, to Horacio Gutierrez, General
Counsel, Spotify (Oct. 28, 2016) (House Committee On the Judiciary: Online Platforms
and Market Power, Apple Documents at HJC-APPLE-013579).
16
Id.
33
Complaint for Injunctive Relief
1
is Apple’s own conduct. Apple does not require that its In-App Purchase be used for in-
2
app purchases of physical goods and certain services that are consumed outside the app.
3
There is no security-based distinction between purchases of such physical goods (e.g.,
4
food, clothing) and services (e.g., rideshares, lodging), on the one hand, and purchases of
5
in-app content (e.g., game content unlocks, character cosmetics), on the other. Apple
6
permits app developers like Amazon, Uber and Airbnb to process payments from
7
customers for the goods and services they sell; it can likewise permit Epic, Match,
8
Pandora and others to process payments from customers for the digital goods and
9
services they sell.
10
137. Moreover, the security of a payment processing system is an element
11
on which payment processors can compete—and do compete in non-monopolized
12
markets where alternatives are available. If Apple’s payment processing is truly the most
13
secure, Apple can make that case in a competitive market. Apple should not be permitted
14
to shield itself from competition and simply declare itself the most secure; it is for
15
consumers and the market, not Apple, to determine what payment processing service is
16
best.
17
138. Apple has also asserted on occasion that it must force developers and
18
consumers to use In-App Purchase so that Apple can monitor each transaction and ensure
19
that Apple is paid. But this assertion is circular; it presupposes that Apple is entitled to
20
take a cut of every in-app purchase of in-app content on an iOS device (though it does not
21
make the same claim for its Mac personal computers or for other types of in-app
22
purchases on iOS devices). Apple has no such entitlement. Apple can seek recompense
23
for any services it provides without fencing out competition in in-app payment
24
processing. It is market competition, not Apple’s dictate, that should set the terms on
25
which apps obtain in-app payment processing services.
26
27
28
D.
Anti-competitive Effects in the iOS In-App Payment Processing Market.
139. Apple’s anti-competitive conduct forecloses competition in the iOS
In-App Payment Processing Market, affects a substantial volume of commerce in that
34
Complaint for Injunctive Relief
1
market, and causes anti-competitive harms to (i) would-be competing in-app payment
2
processors, (ii) app developers, and (iii) consumers.
3
140. First, Apple’s anti-competitive conduct forecloses all would-be in-app
4
payment processors from competing in the iOS In-App Payment Processing Market.
5
141. But for Apple’s restrictions, would-be competing in-app payment
6
processors could offer alternative in-app payment processing tools, giving app developers
7
and consumers choices beyond Apple’s In-App Purchase, and spurring innovation, better
8
service and lower prices. These innovations could include, for example, alternative
9
means to pay for in-app purchases of in-app content—which Apple does not offer—such
10
as billing to the customer’s cellular carrier, using Bitcoin or other cryptocurrencies,
11
offering rewards points to customers, or providing more than one in-app payment
12
processor. Apple’s anti-competitive conduct eliminates all of these innovations and
13
alternative payment options.
14
142. For example, outside of the restricted iOS ecosystem, Epic has
15
worked with a number of third-party payment companies that provide creative new forms
16
of payment processing solutions for consumers. One such example is Skrill, which offers
17
Epic’s customers pre-paid “Paysafe” cards offered in convenience stores across Poland
18
and Germany that can unlock in-game content. Absent Apple’s anti-competitive conduct,
19
developers could offer similar payment services on iOS.
20
21
143. Second, Apple’s anti-competitive conduct harms developers,
including Epic.
22
144. Apple’s conduct denies developers innovation, which could be
23
provided by would-be competing in-app payment processors, as explained above.
24
145. Apple’s conduct also denies developers choice and coerces them to
25
use Apple’s In-App Purchase. Developers are contractually required to use Apple’s in-
26
App Purchase to facilitate in-app purchases of in-app content on their iOS apps—and no
27
alternative third-party payment processor can be used.
28
35
Complaint for Injunctive Relief
146. But for Apple’s restrictions, developers could choose other options.
1
2
For example, Epic would offer its own payment processing service for Fortnite. Epic
3
already does so on personal computers, including Macs.
4
147. Apple also harms app developers’ relationship with their customers by
5
inserting itself as a mandatory middleman in every in-app transaction. When Apple acts
6
as payment processor, Epic is unable to provide users comprehensive customer service
7
relating to in-app payments without Apple’s involvement. Apple has little incentive to
8
compete through improved customer service because Apple faces no competition and
9
consumers often blame Epic for payment-related problems. In addition, Apple is able to
10
obtain information concerning Epic’s transactions with its own customers, even when
11
Epic and its own customers would prefer not to share their information with Apple.
12
148. Additionally, Apple’s conduct increases developers’ costs. As noted,
13
Apple extracts an exorbitant 30% tax on in-app purchases of in-app content. Developers
14
require a reasonable return on their investment in order to dedicate the substantial time
15
and financial resources it takes to develop an app. By imposing its 30% tax, Apple
16
necessarily forces developers to suffer lower profits, reduce the quantity or quality of
17
their apps, raise prices to consumers, or some combination of the three.
149. Notably, Apple’s 30% charge on in-app purchases is much higher
18
19
than fees charged by analogous electronic payment processors in competitive contexts,
20
such as PayPal, Stripe, Square or Braintree, which typically charge payment processing
21
rates of around 3%, a 10-fold decrease from Apple’s supra-competitive rates.17 As
22
another example, Google charges 2.9% or less for the use of Google Pay, an electronic
23
payment processor that Google makes available to app developers for processing
24
payments for physical products sold on Android apps. If developers were able to rely on
25
their own solutions, or those of third-party payment processors, they could offer users
26
lower prices for in-app purchases—as well as better customer service and alternative
27
28
Yowana Wamala, “Amazon Payments Review: Should Your Business Use it?”,
Value Panguin (June 11, 2019), https://www.valuepenguin.com/credit-cardprocessing/amazon-payments-review.
17
36
Complaint for Injunctive Relief
1
payment options. Apple could not maintain its 30% tax if it did not unlawfully foreclose
2
competition.
3
150. A glimpse of these anti-competitive effects recently manifested as a
4
result of the ongoing global coronavirus pandemic. ClassPass, a company that developed
5
an app to help consumers book exercise classes at gyms, has historically avoided having
6
to pay any tax to Apple, as its services related to in-person workout classes. After the
7
pandemic began, however, ClassPass adapted to its customers’ needs and began offering
8
virtual workout classes for the many who were stuck at home. On July 28, 2020, The
9
New York Times reported that, in response to this shift to digital classes, Apple asserted
10
that ClassPass was now offering in-app content and demanded that ClassPass pay Apple
11
the 30% tax on in-app purchases of the virtual classes. As a result of Apple’s demands,
12
ClassPass stopped offering its virtual classes on its app, depriving consumers the benefit
13
of innovative content specifically designed to address their needs during this
14
unprecedented time.
15
151. Third, Apple’s anti-competitive conduct harms consumers.
16
152. Apple’s conduct denies consumers innovation, which could be
17
provided by would-be competing in-app payment processors, as explained above.
153. Apple’s conduct also denies consumers choice, as they are forced to
18
19
make in-app purchases of in-app content solely through Apple’s In-App Purchase.
20
154. Further, as noted above, Apple undermines the quality of services that
21
consumers receive because Apple stands as a middleman in every in-app purchase of in-
22
app content. Developers, therefore, are unable to resolve customer complaints arising
23
from in-app purchases directly. For example, Apple does not have a formal mechanism
24
through which developers can determine why a particular refund went through or was
25
rejected, thereby impeding developers’ efforts to offer high-quality customer service to
26
consumers.
27
155. Finally, Apple’s conduct increases consumers’ costs. Apple’s market
28
power permits it to impose an exorbitant 30% tax on in-app purchases of in-app content.
37
Complaint for Injunctive Relief
1
Consumers must bear some or all of that tax in the form of higher in-app content prices
2
and/or reduced quantity or quality of in-app content.
3
III.
4
5
Competition in the Sale of Mobile Devices Cannot Discipline Apple’s Conduct
in the iOS App Distribution or iOS In-App Payment Processing Markets.
156. Competition in the sale of mobile devices cannot constrain Apple’s
anti-competitive conduct described in Parts I and II.
6
7
8
9
10
11
157. First, Apple’s power in the relevant markets described above is not
disciplined by competition in the sale of mobile devices because Apple mobile device
customers face significant switching costs and customer lock-in to Apple’s iOS
ecosystem. (Part III.A.) These conditions manifest themselves in Apple’s ability to
maintain its substantial power in the sale of premium smartphones and tablets. (Part
III.B.)
12
13
14
15
16
17
18
19
158. Second, Apple’s power in the relevant markets described above is not
disciplined by competition in the sale of mobile devices because consumers cannot
adequately account for, and therefore constrain, Apple’s anti-competitive conduct
through their device purchasing behavior. The cost of app downloads and in-app
purchases—unknowable by the consumer at the time of a smartphone or tablet purchase,
but likely far less than the price of the device itself—will play an insignificant (if any)
role in swaying a consumer’s mobile device purchasing decision. (Part III.C.)
20
Apple’s Mobile Device Customers Face Substantial Switching Costs and
iOS Lock-In.
21
159. Apple’s power in the iOS App Distribution Market and iOS In-App
A.
22
Payment Processing Markets is not constrained by competition in the sale of mobile
23
devices because Apple’s mobile device customers face high switching costs and are
24
locked in to Apple’s ecosystem for at least six reasons. These costs make it more
25
difficult for users to purchase a mobile device from a competitor after having committed
26
to Apple’s mobile devices, thereby bolstering Apple’s market power.
27
28
160. First, consumers are deterred from leaving the iOS ecosystem because
of the difficulty and costs of learning a new mobile operating system. Mobile operating
38
Complaint for Injunctive Relief
1
systems have different designs, controls, and functions. Customers who use one (and
2
often more than one) Apple product learn to operate efficiently on Apple’s specific
3
operating systems. For example, the iOS layout differs from Android OS in a wide range
4
of functions, including key features such as searching and installing widgets on the phone
5
to organize and search the phone’s digital content, configuring control center settings,
6
and organizing photos. Learning to use a new mobile operating system is thus time-
7
consuming and burdensome for many consumers.
8
9
161. Second, switching from Apple’s iOS devices may cause a significant
loss of personal and financial investment that consumers put into the iOS ecosystem.
10
Consumers choose a mobile device based in part on the OS that comes pre-installed on
11
that device and the ecosystem in which the device participates. Once a consumer has
12
chosen a mobile device, the consumer cannot replace the mobile OS that comes pre-
13
installed on it with an alternative mobile OS. Rather, a consumer who wishes to change
14
the OS must purchase a new device entirely. And because apps, in-app content and many
15
other products are designed for compatibility with a particular mobile OS, switching to a
16
new mobile OS may mean losing access to such products or to data saved by such
17
products. Even if versions of such apps and products are available within the new
18
ecosystem chosen by the consumer, the consumer would have to go through the process
19
of downloading them again onto the new devices and (for paid apps or paid content) may
20
have to purchase some or all of these apps anew. As a result, the consumer may be
21
forced to abandon his or her investment in at least some of those apps, along with any
22
purchased in-app content and consumer-generated data on those apps.
23
162. Third, the switching costs are compounded by the fact that consumers
24
typically commit to the iOS ecosystem on a household or Apple device user group basis.
25
Apple encourages lock-in across users and families. For example, Apple allows family
26
members to access the songs, movies, TV shows, books, and apps purchased by other
27
family members. Further, apps like FaceTime (which enables video and audio
28
communication), Find My (which enables users to share their physical locations),
39
Complaint for Injunctive Relief
1
iMessage (which enables instant messaging), and AirDrop (a simple way to share content
2
between Apple devices) work only between Apple device users. Customers who might
3
consider switching from an iPhone or iPad would lose access to these services that
4
connect friends and family. The loss of these integrated services raises the personal and
5
financial costs for one member of a household or group to go it alone on a separate
6
mobile operating system.
7
163. Fourth, consumers typically commit to Apple’s ecosystem by
8
purchasing more than one Apple device, which further increases their investment in iOS.
9
Consumers are more likely to buy an iPhone, for example, if they already have an iPad or
10
other Apple device because of the complementary services Apple provides for its device
11
users. In 2017, CNBC conducted a survey of Americans’ ownership of Apple devices
12
and found that while 64% of Americans own an Apple product, the average American
13
household owns an average of 2.6 Apple devices. Apple has developed a number of
14
services that work exclusively on Apple devices to facilitate the interaction between
15
Apple devices and encourage multiproduct ownership. For example, Apple developed a
16
multifeatured product, Continuity, which “make[s] it seamless to move between your
17
[Apple] devices”. Continuity allows an Apple device customer to perform numerous
18
cross-Apple device sharing functions, such as Handoff (beginning work on an app in one
19
device and quickly switching to continue the work on another), Universal Clipboard
20
(copying content including text, images, and photos on one device to paste on another),
21
Instant Hotspot (making a personal hotspot on one device available to other Apple
22
devices), and AirDrop (wirelessly sending documents, photos, videos, map locations, and
23
websites across Apple devices). A customer choosing to purchase or switch to a non-
24
Apple device loses access to these services, leading to increased costs a customer must
25
face when choosing to leave Apple’s ecosystem.
26
164. Fifth, Apple provides services to facilitate upgrading from one
27
generation of Apple devices to the next. For example, Apple hosts its own “iPhone
28
Upgrade Program”, which allows customers to make recurring payments over the course
40
Complaint for Injunctive Relief
1
of a year and “get a new iPhone every year”. Apple facilitates the transfer of a user’s
2
data like contacts and photos from an old iPhone to a new iPhone with a “migration
3
feature that lets you move your data from an old device to a new one via wireless or
4
wired transfer”. Although there are now third-party apps and Android OEMs that attempt
5
to make the switch from Apple to Android phones easier for consumers, “these all-in-one
6
[data transfer] methods aren’t available for every phone, and they don’t always work
7
flawlessly or across all of the areas relevant to your needs.”
8
165. Sixth, Apple’s mobile devices are protected from competition by their
9
central place in Apple’s developed ecosystem. An ecosystem is the network of products
10
and services, including apps and smartphone accessories, designed to be inter-dependent
11
and compatible with the specific operating system that runs on a given mobile device.
12
The iOS ecosystem participants include an array of stakeholders, such as Apple,
13
developers of iOS-compatible apps, iPhone and iPad owners, the makers of ancillary
14
hardware to connect to the smartphone and iPad (e.g., headphones or speakers), cellular
15
carriers, and others. Being connected to these ecosystems greatly increases the value of
16
the mobile devices to its users, as the more investments that are made by the various
17
stakeholders, the more benefits accrue to the goods and services connected to the
18
network. Apple’s iPhone and iPad customers therefore benefit from substantial network
19
effects of being plugged into the iOS ecosystem. For example, the more developers that
20
design useful apps for iOS, the more consumers will be drawn to use the mobile devices
21
for which those apps are designed, which then increases the benefits to developers to
22
participate in the iOS, which encourages customers to purchase or retain their iOS mobile
23
devices, and so on and so forth in a positive feedback loop. Therefore, any potential
24
business looking to compete in the sale of mobile devices must make significant
25
investments and coordinate a wide range of stakeholders to duplicate the benefits of a
26
sprawling ecosystem, and iPhone and iPad customers must attempt to calculate the costs
27
of losing their place in the iOS ecosystem.
28
41
Complaint for Injunctive Relief
1
166. As a result, Apple customers are often stuck with large price increases
2
and locked into the iOS ecosystem, as switching out of the ecosystem is prohibitively
3
difficult and expensive for consumers.
B.
4
5
6
7
167. Apple’s ability to raise customer switching costs and create customer
lock-in to its iOS ecosystem is reflected in Apple’s ability to maintain its dominance in
the sale of premium smartphones as well as in the sale of tablets.
8
168. First, Apple’s iPhone dominates sales of premium smartphones.
9
10
11
169. In 2019 alone, Apple’s global iPhone sales generated more than $142
billion in revenues.18 And in the first quarter of 2020, Apple was able to capture
approximately 60% of global premium smartphone revenue.19
12
13
170. Furthermore, in the first quarter of 2020, 57% of premium
smartphones sold globally were iPhones; Apple’s nearest competitor sold only 19%.20
14
15
16
17
18
Apple’s Sticky iOS Ecosystem Protects its Dominance in the Sales of
Mobile Devices.
171. Apple’s iPhone durably maintains substantial profit margins. For
instance, from 2013 to 2017, Apple’s share of smartphone operating profits among major
smartphones companies ranged from 62% to 90%.21 Similarly, in the third quarter of
2019, Apple was able to capture 66% of the operating profits across all mobile handsets.
Apple’s closet competitor had only 17%.22 Analysts who follow Apple have also noted
19
20
21
22
23
24
25
26
27
28
Statista Research Department, “Apple’s iPhone revenue from 3rd quarter 2007 to
3rd quarter 2020” (Aug. 7, 2020), available online at
https://www.statista.com/statistics/263402/apples-iphone-revenue-since-3rd-quarter2007/.
19
IDC Data.
20
Varun Mishra, “Four Out of Five Best Selling Models in the Premium Segment
Were From Apple”, Counterpoint Research (June 15, 2020), online at
https://www.counterpointresearch.com/apple-captured-59-premium-smartphone-segment/
(last accessed on Aug. 2, 2020).
21
Chuck Jones, “Apple Continues To Dominate The Smartphone Profit Pool”, Forbes
(Mar. 2, 2018), https://www.forbes.com/sites/chuckjones/2018/03/02/apple-continues-todominate-the-smartphone-profit-pool/#65fbdddf61bb.
22
Karn Chauhan, “Apple Continues to Lead Global Handset Industry Profit Share”,
Counterpoint Research (Dec. 19, 2019), online at
https://www.counterpointresearch.com/apple-continues-lead-global-handset-industryprofit-share/ (last accessed on Aug. 2, 2020).
18
42
Complaint for Injunctive Relief
1
that since its release in 2007, the iPhone has able to maintain substantial profit margins of
2
between 60% to 74%.23
3
172. Apple has also been able to maintain its pricing power over many
4
years. For example, the global average selling price of smartphones went from $332 in
5
201124 to $363 in the first quarter of 2018,25 a slight 4.3% price increase. Meanwhile, the
6
iPhone has consistently sold at an average selling price of around $300 dollars higher
7
than the average smartphone, and its prices increased over that same period by 22%, from
8
approximately $650 to $796.26
9
173. The high switching costs are also obvious from empirical evidence.
10
According to a 2017 survey by Morgan Stanley, 92 percent of iPhone users intending to
11
upgrade within the next year indicated they would stick to an iOS device.27 Similarly,
12
Consumer Intelligence Research Partners found that 91 percent of iOS users who
13
activated a new or used phone in the final three months of 2018 upgraded to another
14
iPhone.28
174. Apple’s pricing conduct also evidences the high switching costs. For
15
16
example, Apple released the top-of-the-line iPhone X in 2017 at a $300 higher price point
17
18
19
20
21
22
23
24
25
26
27
28
Alan Friedman, “Apple’s profit margin on the iPhone has fallen from a peak of 74%
to 60% over the years”, PhoneArena (Nov. 15, 2018), online at
https://www.phonearena.com/news/Profit-margins-on-the-iPhone-have-fallen-to60_id111023.
24
Statista Research Department, “Global Average Selling Price of Smartphones from
2010 to 2019”, Statista (June 16, 2015), online at https://www.statista.com/statistics
/484583/global-average-selling-price-smartphones/ (last accessed Aug. 2, 2020).
25
Rani Molla, “Why people are buying more expensive smartphones than they have in
years”, Vox (Jan 23, 2018), https://www.vox.com/2018/1/23/16923832/globalsmartphone-prices-grew-faster-iphone-quarter.
26
Felix Richter, “iPhone ASP Edges Closer to $800”, Statista (Nov. 2, 2018),
https://www.statista.com/chart/15379/iphone-asp/ (last accessed Aug. 2, 2020).
27
Martin Armstrong, “Most iPhone Users Never Look Back, Statista (May 22, 2017),
online at https://www.statista.com/chart/9496/most-iphone-users-never-look-back/ (last
accessed July 29, 2020).
28
Joe Rossignol, “CIRP says iOS Loyalty ‘Hit the Highest Levels We’ve Ever
Measured’ Last Quarter”, MacRumors (Jan. 28, 2019), online at
https://www.macrumors.com/2019/01/28/cirp-iphone-android-loyalty-4q18/ (last
accessed July 29, 2020).
23
43
Complaint for Injunctive Relief
1
than the previous model. This was not followed by any major exodus to non-iOS
2
systems; instead, consumers generally accepted the new price point, reflecting
3
consumers’ reluctance to switch even in the face of very significant increases in direct
4
prices.
5
175. Second, Apple maintains significant power in the sale of tablets.
6
176. Apple’s global iPad sales generated more than $19 billion in revenue
7
in 2019 alone.29 And Apple led all tablet vendors worldwide, accounting for 38% of the
8
global tablet shipments in the second quarter of 2020.30 The second leading tablet
9
vendor, Samsung, accounted for only 18.7%.31
10
177. Apple has also been able to maintain its pricing power in the sale of
11
tablets. Whereas the average global selling price of tablets in 2016 was $285, increasing
12
to an average selling price of $357 by the end of the second quarter of 2020, Apple’s
13
iPads maintained an average selling price of over $200 higher, with an average selling
14
price of $528 (in 2016) and $575 (end of the second quarter of 2020).32
C.
15
16
17
18
19
178. There is a further reason that competition at the mobile device level
does not constrain Apple’s power in the iOS App Distribution and iOS In-App Payment
Processing Markets, which is that consumers cannot adequately account for Apple’s
downstream anti-competitive conduct through their mobile device purchasing behavior.
20
21
Information Costs and Other Market Inefficiencies in the iOS App
Distribution and iOS In-App Payment Processing Markets.
179. Consumers are rationally ignorant of Apple’s anti-competitive
conduct described above in Parts I and II. As a threshold matter, the vast majority of
22
23
24
25
26
27
28
Statista Research Department, “Revenue of Apple from iPad Sales Worldwide From
3rd Quarter 2010 to 3rd Quarter 2020”, Statista (Aug. 7, 2020), online at
https://www.statista.com/statistics/269914/apples-global-revenue-from-ipad-sales-byquarter/#:~:text=Apple's%20global%20revenue%20from%20iPad%20sales%202010%2
D2020&text=In%20the%20third%20quarter%20of,the%20third%20quarter%20of%2020
19 (last accessed Aug. 11, 2020).
30
“Worldwide Tablet PC Market Q2 2020”, Canalys (Aug. 3, 2020), online at
https://www.canalys.com/newsroom/canalys-worldwide-tablet-pc-market-Q2-2020 (last
accessed Aug. 11, 2020).
31
Id.
32
IDC, “IDC Quarterly Personal Computing Device Tracker” (Aug. 7, 2020).
29
44
Complaint for Injunctive Relief
1
mobile device consumers have no reason to inquire, and therefore do not know, about
2
Apple’s anti-competitive contractual restraints and policies; it would not even occur to
3
them to research or ask about Apple’s app distribution or in-app payment processing
4
policies, which touch them only indirectly. Because many consumers do not know of
5
Apple’s anti-competitive conduct, they cannot take into it account when deciding which
6
smartphone or tablet to purchase. It should also be noted that when purchasing iPhones
7
and iPads, consumers do not contractually agree to permit Apple to engage in the anti-
8
competitive conduct described above in Parts I and II.
180. More fundamentally, even those consumers that do know of Apple’s
9
10
anti-competitive conduct in the iOS App Distribution and iOS In-App Payment
11
Processing Markets do not account for the costs of that conduct when deciding which
12
mobile device to purchase for a number of reasons.
181. First, the complexity of device pricing obscures the impact of Apple’s
13
14
anti-competitive conduct. Consumers consider many features when deciding which
15
smartphone or tablet to purchase, including design, brand, processing power, battery life,
16
functionality, cellular plan and provider coverage, etc. These features are likely to play a
17
substantially larger role in a consumer’s decision as to which smartphone or tablet to
18
purchase than Apple’s anti-competitive conduct in the iOS App Distribution and iOS In-
19
App Payment Processing Markets (if it plays a role at all), particularly given that each
20
individual app and in-app purchase is a relatively small monetary cost when compared to
21
the price of the device. For example, Apple’s iPhone 11 currently retails starting at $699,
22
while the two new flagship phones, iPhone 11 Pro and Pro Max, retail starting at $999
23
and $1,099, respectively.33 In 2019, the median price of paid apps on the App Store
24
25
26
27
28
Dami Lee, “The iPhone 11, Pro, and Pro Max will cost $699, $999, and $1,099,
respectively”, The Verge (Sep. 10, 2019),
https://www.theverge.com/2019/9/10/20848182/new-iphone-11-price-costannouncement-699-apple.
33
45
Complaint for Injunctive Relief
1
amounted to only $1.99,34 and U.S. iPhone users spent an average $100 on apps
2
(including in-app purchases) for the year.35 Apple’s 30% tax on this amount represents
3
only 4.2% of the iPhone 11’s retail price. Given the small cost of apps relative to the
4
price of Apple’s iPhones, Apple’s tax is an effective means by which Apple may exercise
5
its monopoly power in the iOS App Distribution and iOS In-App Payment Processing
6
Markets without affecting mobile device purchases.
7
182. Second, consumers are unable to determine the “lifecycle price” of
8
devices—i.e., to accurately assess at the point of purchase how much they will end up
9
spending in total (including on the device and all apps and in-app purchases) for the
10
duration of their ownership of the device. Consumers cannot know in advance of
11
purchasing a device all of the apps or in-app content that they may want to purchase
12
during the usable lifetime of the device. Consumers’ circumstances may change.
13
Consumers may develop new interests. They may learn about new apps or in-app content
14
that becomes available only after purchasing a device. According to Apple, “the App
15
Store is the best place to discover new apps that let you pursue your passions in ways you
16
never thought possible.”36 New apps and in-app content will continue to be developed
17
and marketed after a consumer purchases a smartphone or tablet. All of these factors
18
may influence the amount of consumers’ app and in-app purchases. Because they cannot
19
know or predict all such factors when purchasing mobile devices, consumers are unable
20
to calculate the lifecycle prices of the devices. This prevents consumers from effectively
21
taking Apple’s anti-competitive conduct in the iOS App Distribution and iOS In-App
22
Payment Processing Markets into account when making mobile device purchasing
23
decisions.
24
J. Clement, “Average Price of Paid Android and iOS Apps 2018”, Statista (Mar. 22,
2019), online at https://www.statista.com/statistics/262387/average-price-of-androidipad-and-iphone-apps/ (last accessed Aug. 3, 2020).
35
Randy Nelson, “U.S. iPhone Users Spent an Average of $100 on Apps in 2019, Up
27% From 2018”, Sensor Tower (Mar. 25, 2020), online at
https://sensortower.com/blog/revenue-per-iphone-2019.
36
Apple, App Store, online at https://www.apple.com/ios/app-store/ (last accessed
July 27, 2020).
34
25
26
27
28
46
Complaint for Injunctive Relief
1
183. Third, Apple’s anti-competitive conduct in the iOS App Distribution
2
and iOS In-App Payment Processing Markets does not incentivize consumers to purchase
3
a non-iOS mobile device because Google engages in similar anti-competitive conduct.
4
As noted, nearly 100% of all mobile devices run either Apple’s iOS or Google’s Android
5
OS. Further, more than 90% of app downloads on Android OS devices occur through the
6
Google Play Store—Google’s app store. Like Apple, Google uses its market power over
7
the Android operating system, and similar anti-competitive practices, to stifle competition
8
for the distribution of apps on Android, to require that developers use its payment
9
processing system for in-app purchases of in-app content, and to charge a similar
10
exorbitant 30% tax. Thus, to the extent that consumers even attempt to lifecycle price
11
when purchasing mobile devices, or want to look for an app store that doesn’t charge
12
exorbitant fees, Apple’s anti-competitive conduct described herein would not cause
13
consumers to favor Android devices.
14
COUNT 1: Sherman Act § 2
15
(Unlawful Monopoly Maintenance in the iOS App Distribution Market)
16
17
18
184. Epic restates, re-alleges, and incorporates by reference each of the
allegations set forth in the rest of this Complaint as if fully set forth herein.
185. Apple’s conduct violates Section 2 of the Sherman Act, which
19
prohibits the “monopoliz[ation of] any part of the trade or commerce among the several
20
States, or with foreign nations”. 15 U.S.C. § 2.
21
186. The iOS App Distribution Market is a valid antitrust market.
22
187. Apple holds monopoly power in the iOS App Distribution Market.
23
188. Apple unlawfully maintains its monopoly power in the iOS App
24
Distribution Market through the anti-competitive acts described herein, including by
25
imposing technical and contractual restrictions on iOS, which prevents the distribution of
26
iOS apps through means other than the App Store and prevents developers from
27
distributing competing app stores to iOS users.
28
47
Complaint for Injunctive Relief
1
2
3
4
189. Apple’s conduct affects a substantial volume of interstate as well as
foreign commerce.
190. Apple’s conduct has substantial anti-competitive effects, including
increased prices and costs, reduced innovation and quality of service, and lowered output.
5
191. As an app distributor and as an app developer, Epic has been harmed
6
by Apple’s anti-competitive conduct in a manner that the antitrust laws were intended to
7
prevent. Epic has suffered and continues to suffer harm and irreparable injury, and such
8
harm and injury will not abate until an injunction ending Apple’s anti-competitive
9
conduct issues.
10
11
192. To prevent these ongoing harms, the Court should enjoin the anticompetitive conduct complained of herein.
12
COUNT 2: Sherman Act § 2
13
(Denial of Essential Facility in the iOS App Distribution Market)
14
15
16
193. Epic restates, re-alleges, and incorporates by reference each of the
allegations set forth in the rest of this Complaint as if fully set forth herein.
194. Apple’s conduct violates Section 2 of the Sherman Act, which
17
prohibits the “monopoliz[ation of] any part of the trade or commerce among the several
18
States, or with foreign nations”. 15 U.S.C. § 2.
19
195. The iOS App Distribution Market is a valid antitrust market.
20
196. Apple holds monopoly power in the iOS App Distribution Market.
21
197. Apple unlawfully maintains its monopoly power in the iOS App
22
Distribution Market through its unlawful denial to Epic and other app distributors of an
23
essential facility—access to iOS—which prevents them from competing in the iOS App
24
Distribution Market.
25
26
27
28
198. Apple controls iOS, which is essential to effective competition in the
iOS App Distribution Market.
199. App distributors are unable to reasonably or practically duplicate
Apple’s iOS.
48
Complaint for Injunctive Relief
1
200. It is technically feasible for Apple to provide access to iOS to Epic
2
and other app distributors, and it would not interfere with or significantly inhibit Apple’s
3
ability to conduct its business.
4
201. Apple’s denial of access to iOS has no legitimate business purpose,
5
and serves only to assist Apple in maintaining its unlawful monopoly position in the iOS
6
App Distribution Market.
7
8
9
10
11
12
202. Through its denial of its essential facility, Apple maintains its
monopoly power in the iOS App Distribution Market.
203. Apple’s conduct affects a substantial volume of interstate as well as
foreign commerce.
204. Apple’s conduct has substantial anti-competitive effects, including
increased prices and costs, reduced innovation and quality of service, and lowered output.
13
205. As an app distributor and as an app developer, Epic has been harmed
14
by Apple’s anti-competitive conduct in a manner that the antitrust laws were intended to
15
prevent. Epic has suffered and continues to suffer harm and irreparable injury, and such
16
harm and injury will not abate until an injunction ending Apple’s anti-competitive
17
conduct issues.
18
19
206. To prevent these ongoing harms, the Court should enjoin the anticompetitive conduct complained of herein.
20
COUNT 3: Sherman Act § 1
21
(Unreasonable Restraints of Trade in the iOS App Distribution Market)
22
23
24
207. Epic restates, re-alleges, and incorporates by reference each of the
allegations set forth in the rest of this Complaint as if fully set forth herein.
208. Apple’s conduct violates Section 1 of the Sherman Act, which
25
prohibits “[e]very contract, combination in the form of trust or otherwise, or conspiracy,
26
in restraint of trade or commerce among the several States, or with foreign nations”.
27
15 U.S.C. § 1.
28
209. The iOS App Distribution Market is a valid antitrust market.
49
Complaint for Injunctive Relief
1
210. To reach iOS users, Apple forces developers to agree to Apple’s
2
unlawful terms contained in its Developer Agreement and to comply with Apple’s App
3
Store Review Guidelines, including the requirement iOS developers distribute their apps
4
through the App Store. These contractual provision unlawfully foreclose the iOS App
5
Distribution Market to competitors and maintain Apple’s monopoly.
6
211. The challenged provisions of the Developer Agreement and the terms
7
of Apple’s App Store Review Guidelines unreasonably restrain competition in the iOS
8
App Distribution Market and serve no legitimate or pro-competitive purpose that could
9
justify their anti-competitive effects.
10
11
12
212. Apple’s conduct and unlawful contractual restraints affect a
substantial volume of interstate as well as foreign commerce.
213. Apple’s conduct has substantial anti-competitive effects, including
13
increased prices to users and increased costs to developers, reduced innovation, and
14
reduced quality of service and lowered output.
15
214. Apple’s conduct has caused Epic, as an app distributor, to suffer
16
injury to its business by foreclosing Epic from competing in the iOS App Distribution
17
Market. Epic is also harmed as an app developer because it has no choices for
18
distributing its apps to iOS device users other than the App Store and therefore suffers the
19
anti-competitive effects felt by all app developers that are described above. Epic has
20
been and continues to be directly harmed by Apple’s anti-competitive conduct in a
21
manner that the antitrust laws were intended to prevent. Epic has suffered and continues
22
to suffer harm and irreparable injury, and such harm and injury will not abate until an
23
injunction ending Apple’s anti-competitive conduct issues.
24
25
215. To prevent these ongoing harms, the Court should enjoin the anticompetitive conduct complained of herein.
26
27
28
50
Complaint for Injunctive Relief
1
COUNT 4: Sherman Act § 2
2
(Unlawful Monopoly Maintenance in the iOS In-App Payment Processing Market)
3
4
216. Epic restates, re-alleges, and incorporates by reference each of the
allegations set forth in the rest of this Complaint as if fully set forth herein.
217. Apple’s conduct violates Section 2 of the Sherman Act, which
5
6
prohibits the “monopoliz[ation of] any part of the trade or commerce among the several
7
States, or with foreign nations”. 15 U.S.C. § 2.
8
9
10
11
12
13
218. The iOS In-App Payment Processing Market is a valid antitrust
market. In the alternative, the iOS Games Payment Processing Market is a valid antitrust
market.
219. Apple has monopoly power in the iOS In-App Payment Processing
Market and, in the alternative, in the iOS Games Payment Processing Market.
220. Apple has unlawfully maintained its monopoly in these markets
14
through the anti-competitive acts alleged herein, including by forcing, through its
15
contractual terms and unlawful policies, iOS app developers that sell in-app content to
16
exclusively use Apple’s In-App Purchase, and preventing and discouraging app
17
developers from developing or integrating alternative payment processing solutions.
18
19
20
21
22
221. Apple’s conduct affects a substantial volume of interstate as well as
foreign commerce.
222. Apple’s conduct has substantial anti-competitive effects, including
increased prices and costs, reduced innovation, and quality of service and lowered output.
223. As an app developer and as the developer of a competing in-app
23
payment processing tool, Epic has been harmed by Apple’s anti-competitive conduct in a
24
manner that the antitrust laws were intended to prevent. Epic has suffered and continues
25
to suffer harm and irreparable injury, and such harm and injury will not abate until an
26
injunction ending Apple’s anti-competitive conduct issues.
27
28
224. To prevent these ongoing harms, the Court should enjoin the anticompetitive conduct complained of herein.
51
Complaint for Injunctive Relief
1
COUNT 5: Sherman Act § 1
2
(Unreasonable Restraints of Trade in the iOS In-App Payment Processing Market)
3
4
5
225. Epic restates, re-alleges, and incorporates by reference each of the
allegations set forth in the rest of this Complaint as if fully set forth herein.
226. Apple’s conduct violates Section 1 of the Sherman Act, which
6
prohibits “[e]very contract, combination in the form of trust or otherwise, or conspiracy,
7
in restraint of trade or commerce among the several States, or with foreign nations”.
8
15 U.S.C. § 1.
9
227. To reach iOS app users, Apple forces developers to agree to Apple’s
10
unlawful terms contained in its Developer Agreement, including that they use Apple’s In-
11
App Purchase for in-app purchases of in-app content to the exclusion of any alternative
12
solution or third-party payment processor. Further, Section 3.1.3 of Apple’s App Store
13
Review Guidelines unlawfully prohibits developers from “directly or indirectly
14
target[ing] iOS users to use a purchasing method other than in-app purchase”.
15
228. Apple’s challenged contractual provisions and policy guidelines serve
16
no legitimate or pro-competitive purpose and unreasonably restrain competition in the
17
iOS In-App Payment Processing Market and, in the alternative, in the iOS Games
18
Payment Processing Market.
19
20
21
229. Apple’s conduct and unlawful contractual restraints affect a
substantial volume of interstate as well as foreign commerce.
230. Apple’s conduct has substantial anti-competitive effects, including
22
increased prices to users and increased costs to developers, reduced innovation, and
23
reduced quality of service and lowered output.
24
231. Apple’s conduct has foreclosed Epic from participating in the iOS In-
25
App Payment Processing Market and, in the alternative, in the iOS Games Payment
26
Processing Market. Epic has also been harmed in its capacity as an app developer by
27
being deprived of a choice of in-app payment processing tools, denied the benefits of
28
innovation in in-app payment processing, and forced to pay a supra-competitive rate for
52
Complaint for Injunctive Relief
1
in-app payment processing. Epic has been harmed by Apple’s anti-competitive conduct
2
in a manner that the antitrust laws were intended to prevent. Epic has suffered and
3
continues to suffer harm and irreparable injury, and such harm and injury will not abate
4
until an injunction ending Apple’s anti-competitive conduct issues.
5
6
232. To prevent these ongoing harms, the Court should enjoin the anticompetitive conduct complained of herein.
7
COUNT 6: Sherman Act § 1
8
(Tying the App Store in the iOS App Distribution Market to In-App Purchase in the
9
iOS In-App Payment Processing Market)
10
11
12
233. Epic restates, re-alleges, and incorporates by reference each of the
allegations set forth in the rest of this Complaint as if fully set forth herein.
234. Apple’s conduct violates Section 1 of the Sherman Act, which
13
prohibits “[e]very contract, combination in the form of trust or otherwise, or conspiracy,
14
in restraint of trade or commerce among the several States, or with foreign nations”.
15
15 U.S.C. § 1.
16
235. Through its Developer Agreement with app developers and its App
17
Store Review Guidelines, Apple has unlawfully tied its in-app payment processor, In-
18
App Purchase, to the use of its App Store.
19
236. Apple has sufficient economic power in the tying market, the iOS App
20
Distribution Market, because the App Store is the sole means by which apps may be
21
distributed to consumers in that market.
22
237. Apple is able to unlawfully condition access to the App Store on the
23
developer’s use of a second product—In-App Purchase—for in-app sales of in-app
24
content. Through its Developer Agreement and unlawful policies, Apple expressly
25
conditions the use of its App Store on the use of its In-App Purchase to the exclusion of
26
alternative solutions in a per se unlawful tying arrangement.
27
28
238. The tying product, Apple’s App Store, is distinct from the tied
product, Apple’s In-App Purchase, because app developers such as Epic have alternative
53
Complaint for Injunctive Relief
1
in-app payment processing options and would prefer to choose among them
2
independently of how the developer’s iOS apps are distributed. In other words, app
3
developers are coerced into using In-App Purchase by virtue of wanting to use the App
4
Store. Apple’s unlawful tying arrangement thus ties two separate products that are in
5
separate markets and coerces Epic and other developers to rely on both of Apple’s
6
products.
7
239. Apple’s conduct has foreclosed, and continues to foreclose,
8
competition in the iOS In-App Payment Processing Market and, in the alternative, in the
9
iOS Games Payment Processing Market, affecting a substantial volume of commerce in
10
these markets.
11
240. Apple has thus engaged in a per se illegal tying arrangement and the
12
Court does not need to engage in a detailed assessment of the anti-competitive effects of
13
Apple’s conduct or its purported justifications.
14
241. In the alternative only, even if Apple’s conduct does not constitute a
15
per se illegal tie, an analysis of Apple’s tying arrangement would demonstrate that this
16
arrangement violates the rule of reason and is illegal by coercing developers into using its
17
In-App Purchase product.
18
242. Apple’s conduct harms Epic which, as a direct result of Apple’s anti-
19
competitive conduct, is paying supra-competitive fees on in-app purchases processed
20
through Apple’s payment processor and has forgone revenue it would be able to generate
21
if its own in-app payment processor were not unreasonably restricted from the market.
22
243. As an app developer that consumes in-app payment processing
23
services and as the developer of a competing in-app payment processing tool, Epic has a
24
direct financial interest in the iOS In-App Payment Processing Market and, in the
25
alternative, in the iOS Games Payment Processing Market, and has been foreclosed from
26
competing with Apple directly as a result of Apple’s unlawful tie.
27
28
244. Epic has been harmed by Apple’s anti-competitive conduct in a
manner that the antitrust laws were intended to prevent. Epic has suffered and continues
54
Complaint for Injunctive Relief
1
to suffer harm and irreparable injury, and such harm and injury will not abate until an
2
injunction ending Apple’s anti-competitive conduct issues.
3
4
245. To prevent these ongoing harms, the Court should enjoin the anticompetitive conduct complained of herein.
5
COUNT 7: California Cartwright Act
6
(Unreasonable Restraints of Trade in the iOS App Distribution Market)
7
8
246. Epic restates, re-alleges, and incorporates by reference each of the
allegations set forth in the rest of this Complaint as if fully set forth herein.
247. Apple’s acts and practices detailed above violate the Cartwright Act,
9
10
Cal. Bus. & Prof. Code § 16700 et seq., which prohibits, inter alia, the combination of
11
resources by two or more persons to restrain trade or commerce or to prevent market
12
competition. See §§ 16720, 16726.
248. Under the Cartwright Act, a “combination” is formed when the anti-
13
14
competitive conduct of a single firm coerces other market participants to involuntarily
15
adhere to the anti-competitive scheme.
16
249. The iOS App Distribution Market is a valid antitrust market.
17
250. Apple has monopoly power in the iOS App Distribution Market.
18
251. Apple forces developers to agree to Apple’s unlawful terms contained
19
in its Developer Agreement, including that iOS developers distribute their apps through
20
the App Store. Section 3.2(g) of the Developer Agreement contains the unlawful
21
requirement that developers distribute their apps through the App Store. Apple also
22
conditions app distributors’ access to iOS on their agreement not to distribute third-party
23
app stores. Section 3.3.2(b) of the Developer Agreement prohibits “Application[s]” that
24
“create a store or storefront for other code or applications”. These provisions
25
unreasonably restrain competition in the iOS App Distribution Market.
26
252. These challenged provisions have no legitimate or pro-competitive
27
purpose or effect, and unreasonably restrain competition in the iOS App Distribution
28
Market.
55
Complaint for Injunctive Relief
253. Apple’s conduct and practices have substantial anti-competitive
1
2
effects, including increased prices and costs, reduced innovation, poorer quality of
3
customer service, and lowered output.
254. Apple’s conduct harms Epic which, as a direct result of Apple’s anti-
4
5
competitive conduct, has been unreasonably restricted in its ability to distribute its iOS
6
applications, including Fortnite, and to market a competing app store to the App Store.
7
255. It is appropriate to bring this action under the Cartwright Act because
8
many of the illegal agreements were made in California and purport to be governed by
9
California law, many affected consumers and developers reside in California, Apple has
10
its principal place of business in California, and overt acts in furtherance of Apple’s anti-
11
competitive scheme took place in California.
12
256. Epic has suffered and continues to suffer harm, and such harm will
13
not abate until an injunction ending Apple’s anti-competitive conduct issues. To prevent
14
these ongoing harms, the Court should enjoin the anti-competitive conduct complained of
15
herein.
16
17
18
19
20
COUNT 8: California Cartwright Act
(Unreasonable Restraints of Trade in the iOS In-App Payment Processing
Market)
257. Epic restates, re-alleges, and incorporates by reference each of the
allegations set forth in the rest of this Complaint as if fully set forth herein.
258. Apple’s acts and practices detailed above violate the Cartwright Act,
21
Cal. Bus. & Prof. Code § 16700 et seq., which prohibits, inter alia, the combination of
22
resources by two or more persons to restrain trade or commerce or to prevent market
23
competition. See §§ 16720, 16726.
24
259. Under the Cartwright Act, a “combination” is formed when the anti-
25
competitive conduct of a single firm coerces other market participants to involuntarily
26
adhere to the anti-competitive scheme.
27
28
260. The iOS In-App Payment Processing Market and, in the alternative,
the iOS Games Payment Processing Market, are valid antitrust markets.
56
Complaint for Injunctive Relief
1
2
3
261. Apple has monopoly power in the iOS In-App Payment Processing
Market and, in the alternative, in the iOS Games Payment Processing Market.
262. Apple conditions distribution through the App Store on entering into
4
the Developer Agreement described above, including the contractual and policy
5
restrictions contained therein and in the App Store Review Guidelines. Through certain
6
provisions in these agreements, Apple forces app developers to submit to conditions that
7
unreasonably restrain competition in the iOS In-App Payment Processing Market and, in
8
the alternative, the iOS Games Payment Processing Market.
9
263. Section 3.1.1 of the App Store Review Guidelines provide that “if you
10
[the developer] want to unlock features or functionality within your app, (by way of
11
example: subscriptions, in-game currencies, game levels, access to premium content, or
12
unlocking a full version), you must use in-app purchase. Apps may not use their own
13
mechanisms to unlock content or functionality . . . .” (emphases added). Finally, Section
14
3.1.3 of the guidelines provides that developers may not “directly or indirectly target iOS
15
users to use a purchasing method other than [Apple’s] in-app purchase, and general
16
communications [to users] about other purchasing methods [must not be] designed to
17
discourage use of [Apple’s] in-app purchase”. (emphases added).
18
264. These provisions have no legitimate or pro-competitive purpose or
19
effect, and unreasonably restrain competition in the iOS In-App Payment Processing
20
Market and, in the alternative, in the iOS Games Payment Processing Market.
21
265. Apple’s conduct and practices have substantial anti-competitive
22
effects, including increased prices and costs, reduced innovation, poorer quality of
23
customer service, and lowered output.
24
266. Apple’s conduct harms Epic which, as a direct result of Apple’s anti-
25
competitive conduct, has been unreasonably restricted in its ability to distribute and use
26
its own in-app payment processor and forced to pay Apple’s supra-competitive fees.
27
28
267. It is appropriate to bring this action under the Cartwright Act because
many of the illegal agreements were made in California and purport to be governed by
57
Complaint for Injunctive Relief
1
California law, many affected consumers and developers reside in California, Apple has
2
its principal place of business in California, and overt acts in furtherance of Apple’s anti-
3
competitive scheme took place in California.
4
268. Epic has suffered and continues to suffer harm and irreparable injury,
5
and such harm and injury will not abate until an injunction ending Apple’s anti-
6
competitive conduct issues. To prevent these ongoing harms, the Court should enjoin the
7
anti-competitive conduct complained of herein.
8
COUNT 9: California Cartwright Act
9
(Tying the App Store in the iOS App Distribution Market to In-App Purchase in the
10
iOS In-App Payment Processing Market)
11
12
13
269. Epic restates, re-alleges, and incorporates by reference each of the
allegations set forth in the rest of this Complaint as if fully set forth herein.
270. Apple’s acts and practices detailed above violate the Cartwright Act,
14
Cal. Bus. & Prof. Code § 16700 et seq., which prohibits, inter alia, the combination of
15
resources by two or more persons to restrain trade or commerce, or to prevent market
16
competition. See §§ 16720, 16726.
17
271. Under the Cartwright Act, a “combination” is formed when the anti-
18
competitive conduct of a single firm coerces other market participants to involuntarily
19
adhere to the anti-competitive scheme.
20
272. The Cartwright Act also makes it “unlawful for any person to lease or
21
make a sale or contract for the sale of goods, merchandise, machinery, supplies,
22
commodities for use within the State, or to fix a price charged therefor, or discount from,
23
or rebate upon, such price, on the condition, agreement or understanding that the lessee or
24
purchaser thereof shall not use or deal in the goods, merchandise, machinery, supplies,
25
commodities, or services of a competitor or competitors of the lessor or seller, where the
26
effect of such lease, sale, or contract for sale or such condition, agreement or
27
understanding may be to substantially lessen competition or tend to create a monopoly in
28
any line of trade or commerce in any section of the State.” § 16727.
58
Complaint for Injunctive Relief
1
273. As detailed above, Apple has unlawfully tied its in-app payment
2
processor, In-App Purchase, to the App Store through its Developer Agreement and App
3
Store Review Guidelines.
4
274. Apple has sufficient economic power in the tying market, the iOS App
5
Distribution Market, to affect competition in the tied market, the iOS In-App Payment
6
Processing Market and, in the alternative, the iOS Game Payment Processing Market.
7
With Apple’s unlawful conditions and policies, Apple ensures that the App Store is the
8
only distribution channel for developers to reach iOS app users, giving Apple
9
overwhelming monopoly power in the iOS App Distribution Market. Apple’s power is
10
further evidenced by its ability to extract supra-competitive taxes on the sale of apps
11
through the App Store.
12
275. The availability of the App Store for app distribution is conditioned
13
on the app developer accepting a second product, Apple’s in-app payment processing
14
services. Apple’s foreclosure of alternative app distribution channels coerces developers
15
like Epic to use Apple’s in-app payment processing services, which Apple has expressly
16
made a condition of reaching Apple iOS through its App Store. In other words, app
17
developers are coerced into using In-App Purchase by virtue of wanting to use the App
18
Store.
19
276. The tying product, iOS app distribution, is separate and distinct from
20
the tied product, iOS in-app payment processing, because app developers such as Epic
21
have alternative in-app payment processing options and would prefer to choose among
22
them independently of how an iOS app is distributed. Apple’s unlawful tying
23
arrangement thus ties two separate products that are in separate markets.
24
277. Apple’s conduct forecloses competition in the iOS In-App Payment
25
Processing Market and, in the alternative, in the iOS Games Payment Processing Market,
26
affecting a substantial volume of commerce in this market.
27
28
59
Complaint for Injunctive Relief
1
278. Apple has thus engaged in a per se illegal tying arrangement and the
2
Court does not need to engage in a detailed assessment of the anti-competitive effects of
3
Apple’s conduct or its purported justifications.
279. Even if Apple’s conduct does not form a per se illegal tie, an
4
5
assessment of the tying arrangement would demonstrate that it is unreasonable under the
6
Cartwright Act, and therefore, illegal.
280. Apple’s acts and practices detailed above unreasonably restrain
7
8
competition in the iOS In-App Payment Processing Market and, in the alternative, in the
9
iOS Games Payment Processing Market.
10
281. Apple’s conduct harms Epic which, as a direct result of Apple’s anti-
11
competitive conduct, is paying a supra-competitive commission rate on in-app purchases
12
processed through Apple’s payment processor and has forgone commission revenue it
13
would be able to generate if its own in-app payment processor were not unreasonably
14
restricted from the market.
15
282. As an app developer which consumes in-app payment processing
16
services and as the developer of a competing in-app payment processing tool, Epic has
17
been harmed by Apple’s anti-competitive conduct in a manner that the antitrust laws
18
were intended to prevent.
19
283. It is appropriate to bring this action under the Cartwright Act because
20
many of the illegal agreements were made in California and purport to be governed by
21
California law, many affected consumers and developers reside in California, Apple has
22
its principal place of business in California, and overt acts in furtherance of Apple’s anti-
23
competitive scheme took place in California.
24
284. Epic has suffered and continues to suffer harm, and such harm will
25
not abate until an injunction ending Apple’s anti-competitive conduct issues. To prevent
26
these ongoing harms, the Court should enjoin the anti-competitive conduct complained of
27
herein.
28
60
Complaint for Injunctive Relief
COUNT 10: California Unfair Competition Law
1
285. Epic restates, re-alleges, and incorporates by reference each of the
2
3
allegations set forth in the rest of this Complaint as if fully set forth herein.
286. Apple’s conduct, as described above, violates California’s Unfair
4
5
6
7
8
9
10
11
Competition Law, Cal. Bus. & Prof. Code §§ 17200, et seq., which prohibits any
unlawful, unfair, or fraudulent business act or practice.
287. Epic has standing to bring this claim because it has suffered injury in
fact and lost money as a result of Apple’s unfair competition. Specifically, it develops
and distributes apps for iOS, has developed a payment processor for in-app purchases,
and Apple’s conduct has unreasonably restricted Epic’s ability to fairly compete in the
relevant markets with these products.
288. Apple’s conduct violates the Sherman Act and the Cartwright Act,
12
13
and thus constitutes unlawful conduct under § 17200.
289. Apple’s conduct is also “unfair” within the meaning of the Unfair
14
15
Competition Law.
290. Apple’s conduct harms Epic which, as a direct result of Apple’s anti-
16
17
18
19
competitive conduct, is unreasonably prevented from freely distributing mobile apps or
its in-app payment processing tool, and forfeits a higher commission rate on the in-app
purchases than it would pay absent Apple’s conduct.
291. Epic seeks injunctive relief under the Unfair Competition Law.
20
PRAYER FOR RELIEF
21
22
23
24
WHEREFORE, Plaintiff Epic respectfully requests that the Court enter judgment
in favor of Epic and against Defendant Apple:
A.
mandating that Apple take all necessary steps to cease unlawful conduct and
25
to restore competition;
26
27
28
Issuing an injunction prohibiting Apple’s anti-competitive conduct and
B.
Awarding a declaration that the contractual and policy restraints complained
of herein are unlawful and unenforceable;
61
Complaint for Injunctive Relief
1
C.
2
3
Awarding any other equitable relief necessary to prevent and remedy
Apple’s anti-competitive conduct; and
D.
Granting such other and further relief as the Court deems just and proper.
4
5
Dated: August 13, 2020
6
Respectfully submitted,
7
By: /s/ Paul J. Riehle
8
9
14
Paul J. Riehle (SBN 115199)
paul.riehle@faegredrinker.com
FAEGRE DRINKER BIDDLE &
REATH LLP
Four Embarcadero Center
San Francisco, California 94111
Telephone: (415) 591-7500
Facsimile: (415) 591-7510
15
CRAVATH, SWAINE & MOORE LLP
16
Christine A. Varney (pro hac vice pending)
cvarney@cravath.com
Katherine B. Forrest (pro hac vice pending)
kforrest@cravath.com
Gary A. Bornstein (pro hac vice pending)
gbornstein@cravath.com
Yonatan Even (pro hac vice pending)
yeven@cravath.com
M. Brent Byars (pro hac vice pending)
mbyars@cravath.com
10
11
12
13
17
18
19
20
21
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
Facsimile: (212) 474-3700
22
23
24
25
26
27
28
62
Complaint for Injunctive Relief
Exhibit A
PLEASE READ THE FOLLOWING APPLE DEVELOPER PROGRAM LICENSE AGREEMENT
TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING OR USING THE APPLE
SOFTWARE OR APPLE SERVICES. THESE TERMS AND CONDITIONS CONSTITUTE A
LEGAL AGREEMENT BETWEEN YOU AND APPLE.
Apple Developer Program License Agreement
Purpose
You would like to use the Apple Software (as defined below) to develop one or more Applications
(as defined below) for Apple-branded products. Apple is willing to grant You a limited license to
use the Apple Software and Services provided to You under this Program to develop and test
Your Applications on the terms and conditions set forth in this Agreement.
Applications developed under this Agreement for iOS Products, Apple Watch, or Apple TV can be
distributed in four ways: (1) through the App Store, if selected by Apple, (2) through the Custom
App Distribution, if selected by Apple, (3) on a limited basis for use on Registered Devices (as
defined below), and (4) for beta testing through TestFlight. Applications developed for macOS
can be distributed through the App Store, if selected by Apple, or separately distributed under this
Agreement.
Applications that meet Apple's Documentation and Program Requirements may be submitted for
consideration by Apple for distribution via the App Store, Custom App Distribution, or for beta
testing through TestFlight. If submitted by You and selected by Apple, Your Applications will be
digitally signed by Apple and distributed, as applicable. Distribution of free (no charge)
Applications (including those that use the In-App Purchase API for the delivery of free content) via
the App Store or Custom App Distribution will be subject to the distribution terms contained in
Schedule 1 to this Agreement. If You would like to distribute Applications for which You will
charge a fee or would like to use the In-App Purchase API for the delivery of fee-based content,
You must enter into a separate agreement with Apple (“Schedule 2”). If You would like to
distribute paid Applications via Custom App Distribution, You must enter into a separate
agreement with Apple (“Schedule 3”). You may also create Passes (as defined below) for use on
Apple-branded products running iOS or watchOS under this Agreement and distribute such
Passes for use by Wallet.
1.
Accepting this Agreement; Definitions
1.1
Acceptance
In order to use the Apple Software and Services, You must first accept this Agreement. If You do
not or cannot accept this Agreement, You are not permitted to use the Apple Software or
Services. Do not download or use the Apple Software or Services in that case. You accept and
agree to the terms of this Agreement on Your own behalf and/or on behalf of Your company,
organization, educational institution, or agency, instrumentality, or department of the federal
government as its authorized legal representative, by doing either of the following:
(a) checking the box displayed at the end of this Agreement if You are reading this on an Apple
website; or
(b) clicking an “Agree” or similar button, where this option is provided by Apple.
1.2
Definitions
Whenever capitalized in this Agreement:
“Ad Network APIs” means the Documented APIs that provide a way to validate the successful
conversion of advertising campaigns on supported Apple-branded products using a combination
of cryptographic signatures and a registration process with Apple.
Program Agreement
Page 1
“Ad Support APIs” means the Documented APIs that provide the Advertising Identifier and
Advertising Preference.
“Advertising Identifier” means a unique, non-personal, non-permanent identifier provided
through the Ad Support APIs that are associated with a particular Apple-branded device and are
to be used solely for advertising purposes, unless otherwise expressly approved by Apple in
writing.
“Advertising Preference” means the Apple setting that enables an end-user to set an ad
tracking preference.
“Agreement” means this Apple Developer Program License Agreement, including any
attachments, Schedule 1 and any exhibits thereto which are hereby incorporated by this
reference. For clarity, this Agreement supersedes the iOS Developer Program License
Agreement (including any attachments, Schedule 1 and any exhibits thereto), the Safari
Extensions Digital Signing Agreement, the Safari Extensions Gallery Submission Agreement, and
the Mac Developer Program License Agreement.
“App Store” means an electronic store and its storefronts branded, owned, and/or controlled by
Apple, or an Apple Subsidiary or other affiliate of Apple, through which Licensed Applications may
be acquired.
“App Store Connect” means Apple’s proprietary online content management tool for
Applications.
“Apple” means Apple Inc., a California corporation with its principal place of business at One
Apple Park Way, Cupertino, California 95014, U.S.A.
“Apple Certificates” means the Apple-issued digital certificates provided to You by Apple under
the Program.
“Apple Maps Service” means the mapping platform and Map Data provided by Apple via the
MapKit API for use by You only in connection with Your Applications, or the mapping platform and
Map Data provided by Apple via MapKit JS and related tools for capturing map content (e.g.,
MapSnapshotter) for use by You only in connection with Your Applications, websites, or web
applications.
“Apple Pay APIs” means the Documented APIs that enable end-users to send payment
information they have stored on a supported Apple-branded product to an Application to be used
in payment transactions made by or through the Application, and includes other payment-related
functionality as described in the Documentation.
“Apple Pay Payload” means a customer data package passed through the Apple Software and
Apple Pay APIs as part of a payment transaction (e.g., name, email, billing address, shipping
address, and device account number).
“Apple Push Notification Service” or “APN” means the Apple Push Notification service that
Apple may provide to You to enable You to transmit Push Notifications to Your Application or for
use as otherwise permitted herein.
“APN API” means the Documented API that enables You to use the APN to deliver a Push
Notification to Your Application or for use as otherwise permitted herein.
“Apple Services” or “Services” means the developer services that Apple may provide or make
available through the Apple Software or as part of the Program for use with Your Covered
Program Agreement
Page 2
Products or development, including any Updates thereto (if any) that may be provided to You by
Apple under the Program.
“Apple Software” means Apple SDKs, iOS, watchOS, tvOS, iPadOS, and/or macOS, the
Provisioning Profiles, FPS SDK, FPS Deployment Package, and any other software that Apple
provides to You under the Program, including any Updates thereto (if any) that may be provided
to You by Apple under the Program.
“Apple SDKs” means the Apple-proprietary Software Development Kits (SDKs) provided
hereunder, including but not limited to header files, APIs, libraries, simulators, and software
(source code and object code) labeled as part of iOS, watchOS, tvOS, iPadOS, or Mac SDK and
included in the Xcode Developer Tools package for purposes of targeting Apple-branded
products running iOS, watchOS, tvOS, iPadOS, and/or macOS, respectively.
“Apple Subsidiary” means a corporation at least fifty percent (50%) of whose outstanding shares
or securities (representing the right to vote for the election of directors or other managing
authority) are owned or controlled, directly or indirectly, by Apple, and that is involved in the
operation of or otherwise affiliated with the App Store, Custom App Distribution, TestFlight, and
as otherwise referenced herein (e.g., Attachment 4).
“Apple TV” means an Apple-branded product that runs the tvOS.
“Apple Watch” means an Apple-branded product that runs the watchOS.
“Application” means one or more software programs (including extensions, media, and Libraries
that are enclosed in a single software bundle) developed by You in compliance with the
Documentation and the Program Requirements, for distribution under Your own trademark or
brand, and for specific use with an Apple-branded product running iOS, iPadOS, watchOS, tvOS,
or macOS, as applicable, including bug fixes, updates, upgrades, modifications, enhancements,
supplements to, revisions, new releases and new versions of such software programs.
“Authorized Developers” means Your employees and contractors, members of Your
organization or, if You are an educational institution, Your faculty and staff who (a) each have an
active and valid Apple Developer account with Apple, (b) have a demonstrable need to know or
use the Apple Software in order to develop and test Covered Products, and (c) to the extent such
individuals will have access to Apple Confidential Information, each have written and binding
agreements with You to protect the unauthorized use and disclosure of such Apple Confidential
Information.
“Authorized Test Units” means Apple-branded hardware units owned or controlled by You that
have been designated by You for Your own testing and development purposes under this
Program, and if You permit, Apple-branded hardware units owned or controlled by Your
Authorized Developers so long as such units are used for testing and development purposes on
Your behalf and only as permitted hereunder.
“Beta Testers” means end-users whom You have invited to sign up for TestFlight in order to test
pre-release versions of Your Application and who have accepted the terms and conditions of the
TestFlight Application.
“ClassKit APIs” means the Documented APIs that enable You to send student progress data for
use in a school-managed environment.
“CloudKit APIs” means the Documented APIs that enable Your Applications, Web Software,
and/or Your end-users (if You permit them) to read, write, query and/or retrieve structured data
from public and/or private containers in iCloud.
Program Agreement
Page 3
“Configuration Profile(s)” means an XML file that allows You to distribute configuration
information (e.g., VPN or Wi-Fi settings) and restrictions on device features (e.g., disabling the
camera) to compatible Apple-branded products through Apple Configurator or other similar Applebranded software tools, email, a webpage, or over-the-air deployment, or via Mobile Device
Management (MDM). For the sake of clarity, unless otherwise expressly permitted by Apple in
writing, MDM is available only for enterprise use and is separately licensed for under the Apple
Developer Enterprise Program License Agreement.
“Corresponding Products” means web-based or other versions of Your software applications
that have the same title and substantially equivalent features and functionality as Your Licensed
Application (e.g., feature parity).
“Covered Products” means Your Applications, Libraries, Passes, Safari Extensions, Safari Push
Notifications, and/or FPS implementations developed under this Agreement.
“Custom App Distribution” means the store or storefront functionality that enables users to
obtain Licensed Applications through the use of Apple Business Manager, Apple School
Manager, or as otherwise permitted by Apple.
“DeviceCheck APIs” means the set of APIs, including server-side APIs, that enable You to set
and query two bits of data associated with a device and the date on which such bits were last
updated.
“DeviceCheck Data” means the data stored and returned through the DeviceCheck APIs.
“Documentation” means any technical or other specifications or documentation that Apple may
provide to You for use in connection with the Apple Software, Apple Services, Apple Certificates,
or otherwise as part of the Program.
“Documented API(s)” means the Application Programming Interface(s) documented by Apple in
published Apple Documentation and which are contained in the Apple Software.
“Face Data” means information related to human faces (e.g., face mesh data, facial map data,
face modeling data, facial coordinates or facial landmark data, including data from an uploaded
photo) that is obtained from a user’s device and/or through the use of the Apple Software (e.g.,
through ARKit, the Camera APIs, or the Photo APIs), or that is provided by a user in or through
an Application (e.g., uploads for a facial analysis service).
“FPS” or “FairPlay Streaming” means Apple’s FairPlay Streaming Server key delivery
mechanism as described in the FPS SDK.
“FPS Deployment Package” means the D Function specification for commercial deployment of
FPS, the D Function reference implementation, FPS sample code, and set of unique production
keys specifically for use by You with an FPS implementation, if provided by Apple to You.
“FPS SDK” means the FPS specification, FPS server reference implementation, FPS sample
code, and FPS development keys, as provided by Apple to You.
“FOSS” (Free and Open Source Software) means any software that is subject to terms that, as a
condition of use, copying, modification or redistribution, require such software and/or derivative
works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of
making derivative works, or to be redistributed free of charge, including without limitation software
distributed under the GNU General Public License or GNU Lesser/Library GPL.
“Game Center” means the gaming community service and related APIs provided by Apple for
use by You in connection with Your Applications that are associated with Your developer account.
Program Agreement
Page 4
“HealthKit APIs” means the Documented APIs that enable reading, writing, queries and/or
retrieval of an end-user’s health and/or fitness information in Apple’s Health application.
“HomeKit Accessory Protocol” means the proprietary protocol licensed by Apple under Apple’s
MFi/Works with Apple Program that enables home accessories designed to work with the
HomeKit APIs (e.g., lights, locks) to communicate with compatible iOS Products, Apple Watch
and other supported Apple-branded products.
“HomeKit APIs” means the Documented APIs that enable reading, writing, queries and/or
retrieval of an end-user’s home configuration or home automation information from that enduser’s designated area of Apple’s HomeKit Database.
“HomeKit Database” means Apple’s repository for storing and managing information about an
end-user’s Licensed HomeKit Accessories and associated information.
“iCloud” or “iCloud service” means the iCloud online service provided by Apple that includes
remote online storage.
“iCloud Storage APIs” means the Documented APIs that allow storage and/or retrieval of usergenerated documents and other files, and allow storage and/or retrieval of key value data (e.g., a
list of stocks in a finance App, settings for an App) for Applications and Web Software through the
use of iCloud.
“In-App Purchase API” means the Documented API that enables additional content, functionality
or services to be delivered or made available for use within an Application with or without an
additional fee.
“Intermediary Party” means a party that passes an Apple Pay end-user’s Apple Pay Payload to
a Merchant for processing such end-user’s payment transaction outside of an Application.
“iOS” means the iOS operating system software provided by Apple for use by You only in
connection with Your Application development and testing, including any successor versions
thereof.
“iOS Product” means an Apple-branded product that runs iOS or iPadOS.
“iPadOS” means the iPadOS operating system software provided by Apple for use by You only in
connection with Your Application development and testing, including any successor versions
thereof.
“iPod Accessory Protocol” or “iAP” means Apple’s proprietary protocol for communicating with
supported Apple-branded products and which is licensed under the MFi/Works with Apple
Program.
“Library” means a code module that cannot be installed or executed separately from an
Application and that is developed by You in compliance with the Documentation and Program
Requirements only for use with iOS Products, Apple Watch, or Apple TV.
“Licensed Application” means an Application that (a) meets and complies with all of the
Documentation and Program Requirements, and (b) has been selected and digitally signed by
Apple for distribution, and includes any additional permitted functionality, content or services
provided by You from within an Application using the In-App Purchase API.
“Licensed Application Information” means screen shots, images, artwork, previews, icons
and/or any other text, descriptions, representations or information relating to a Licensed
Program Agreement
Page 5
Application that You provide to Apple for use in accordance with Schedule 1, or, if applicable,
Schedule 2 or Schedule 3.
“Licensed HomeKit Accessories” means hardware accessories licensed under the MFi/Works
with Apple Program that support the HomeKit Accessory Protocol.
“Local Notification” means a message, including any content or data therein, that Your
Application delivers to end-users at a pre-determined time or when Your Application is running in
the background and another application is running in the foreground.
“macOS” means the macOS operating system software provided by Apple for use by You,
including any successor versions thereof.
“MFi Licensee” means a party who has been granted a license by Apple under the MFi/Works
with Apple Program.
“MFi/Works with Apple Accessory” or “MFi Accessory” means a non-Apple branded hardware
device that interfaces, communicates, or otherwise interoperates with or controls an Applebranded product using technology licensed under the MFi/Works with Apple Program (e.g., the
ability to control a supported Apple-branded product through the iPod Accessory Protocol).
“MFi/Works with Apple Program” means a separate Apple program that offers developers,
among other things, a license to incorporate or use certain Apple technology in or with hardware
accessories or devices for purposes of interfacing, communicating or otherwise interoperating
with or controlling select Apple-branded products.
“Map Data” means any content, data or information provided through the Apple Maps Service
including, but not limited to, imagery, terrain data, latitude and longitude coordinates, transit data,
points of interest and traffic data.
“MapKit API” means the Documented API that enables You to add mapping features or
functionality to Applications.
“MapKit JS” means the JavaScript library that enables You to add mapping features or
functionality to Your Applications, websites, or web applications.
“Merchant” means a party who processes Apple Pay payment transactions under their own
name, trademark, or brand (e.g., their name shows up on the end-user’s credit card statement).
“Motion & Fitness APIs” means the Documented APIs that are controlled by the Motion &
Fitness privacy setting in a compatible Apple-branded product and that enable access to motion
and fitness sensor data (e.g., body motion, step count, stairs climbed), unless the end-user has
disabled access to such data.
“Multitasking” means the ability of Applications to run in the background while other Applications
are also running.
“MusicKit APIs” means the set of APIs that enable Apple Music users to access their
subscription through Your Application or as otherwise permitted by Apple in the Documentation.
“MusicKit Content” means music, video, and/or graphical content rendered through the MusicKit
APIs.
“MusicKit JS” means the JavaScript library that enables Apple Music users to access their
subscription through Your Applications, websites, or web applications.
Program Agreement
Page 6
“Network Extension Framework” means the Documented APIs that provide Applications with
the ability to customize certain networking features of compatible Apple-branded products (e.g.,
customizing the authentication process for WiFi Hotspots, VPN features, and content filtering
mechanisms).
“Pass(es)” means one or more digital passes (e.g., movie tickets, coupons, loyalty reward
vouchers, boarding passes, membership cards, etc.) developed by You under this Agreement,
under Your own trademark or brand, and which are signed with Your Pass Type ID.
“Pass Information” means the text, descriptions, representations or information relating to a
Pass that You provide to or receive from Your end-users on or in connection with a Pass.
“Pass Type ID” means the combination of an Apple Certificate and Push Application ID that is
used by You to sign Your Passes and/or communicate with the APN.
“Program” means the overall Apple development, testing, digital signing, and distribution
program contemplated in this Agreement.
“Program Requirements” mean the technical, human interface, design, product category,
security, performance, and other criteria and requirements specified by Apple, including but not
limited to the current set of requirements set forth in Section 3.3, as they may be modified from
time to time by Apple in accordance with this Agreement.
“Provisioning Profiles” means the files (including applicable entitlements or other identifiers)
that are provided by Apple for use by You in connection with Your Application development and
testing, and limited distribution of Your Applications for use on Registered Devices and/or on
Authorized Test Units.
“Push Application ID” means the unique identification number or other identifier that Apple
assigns to an Application, Pass or Site in order to permit it to access and use the APN.
“Push Notification” or “Safari Push Notification” means a notification, including any content or
data therein, that You transmit to end-users for delivery in Your Application, Your Pass, and/or in
the case of macOS, to the macOS desktop of users of Your Site who have opted in to receive
such messages through Safari on macOS.
“Registered Devices” means Apple-branded hardware units owned or controlled by You, or
owned by individuals who are affiliated with You, where such Products have been specifically
registered with Apple under this Program.
“Safari Extensions” means one or more software extensions developed by You under this
Agreement only for use with Safari in compliance with this Agreement.
“Security Solution” means the proprietary Apple content protection system marketed as
Fairplay, to be applied to Licensed Applications distributed on the App Store to administer Apple's
standard usage rules for Licensed Applications, as such system and rules may be modified by
Apple from time to time.
“Sign In with Apple” means the Documented APIs and JavaScript libraries that allow You to log
users into Your Application (and Corresponding Products) with their Apple ID or anonymized
credentials.
“SiriKit” means the set of APIs that allow Your Application to access or provide SiriKit domains,
intents, shortcuts, donations, and other related functionality, as set forth in the Documentation.
“Site” means a website provided by You under Your own name, trademark or brand.
Program Agreement
Page 7
“Single Sign-on Specification” means the Documentation provided by Apple hereunder for the
Single Sign-On API, as updated from time to time.
“Term” means the period described in Section 11.
“TestFlight” means Apple’s beta testing service for pre-release Applications made available
through Apple’s TestFlight Application.
“TestFlight Application” means Apple’s application that enables the distribution of pre-release
versions of Your Applications to a limited number of Your Authorized Developers and to a limited
number of Beta Testers (as specified in App Store Connect) through TestFlight.
“TV App API” means the API documented in the TV App Specification that enables You to
provide Apple with TV App Data.
“TV App Data” means the data described in the TV App Specification to be provided to Apple
through the TV App API.
“TV App Features” means functionality accessible via the TV App and/or tvOS, iOS, iPadOS,
and/or macOS devices, which functionality provides the user the ability to view customized
information and recommendations regarding content and to access such content through the
user’s apps, and/or provides the user the ability to continue play of previously viewed content.
“TV App Specification” means the Documentation provided by Apple hereunder for the TV App
API, as updated from time to time.
“tvOS” means the tvOS operating system software, including any successor versions thereof.
“Updates” means bug fixes, updates, upgrades, modifications, enhancements, supplements, and
new releases or versions of the Apple Software or Services, or to any part of the Apple Software
or Services.
“Wallet” means Apple’s application that has the ability to store and display Passes for use on iOS
Products, Apple Watch, or Safari on macOS.
“WatchKit Extension” means an extension bundled as part of Your Application that accesses the
WatchKit framework on iOS to run and display a WatchKit app on the watchOS.
“watchOS” means the watchOS operating system software, including any successor versions
thereof.
“Web Software” means web-based versions of Your software applications that have the same
title and substantially equivalent features and functionality as Your Licensed Application (e.g.,
feature parity).
“Website Push ID” means the combination of an Apple Certificate and Push Application ID that is
used by You to sign Your Site’s registration bundle and/or communicate with the APN.
“You” and “Your” means and refers to the person(s) or legal entity (whether the company,
organization, educational institution, or governmental agency, instrumentality, or department) that
has accepted this Agreement under its own developer account and that is using the Apple
Software or otherwise exercising rights under this Agreement.
Note: For the sake of clarity, You may authorize contractors to develop Applications on Your
behalf, but any such Applications must be owned by You, submitted under Your own developer
Program Agreement
Page 8
account, and distributed as Applications only as expressly permitted herein. You are responsible
to Apple for Your contractors’ activities under Your account (e.g., adding them to Your team to
perform development work for You) and their compliance with this Agreement. Any actions
undertaken by Your contractors arising out of this Agreement shall be deemed to have been
taken by You, and You (in addition to Your contractors) shall be responsible to Apple for all such
actions.
2.
Internal Use License and Restrictions
2.1
Permitted Uses and Restrictions; Program services
Subject to the terms and conditions of this Agreement, Apple hereby grants You during the Term,
a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to:
(a) Install a reasonable number of copies of the Apple Software provided to You under the
Program on Apple-branded products owned or controlled by You, to be used internally by You or
Your Authorized Developers for the sole purpose of developing or testing Covered Products
designed to operate on the applicable Apple-branded products, except as otherwise expressly
permitted in this Agreement;
(b) Make and distribute a reasonable number of copies of the Documentation to Authorized
Developers for their internal use only and for the sole purpose of developing or testing Covered
Products, except as otherwise expressly permitted in this Agreement;
(c) Install a Provisioning Profile on each of Your Authorized Test Units, up to the number of
Authorized Test Units that You have registered and acquired licenses for, to be used internally by
You or Your Authorized Developers for the sole purpose of developing and testing Your
Applications, except as otherwise expressly permitted in this Agreement;
(d) Install a Provisioning Profile on each of Your Registered Devices, up to the limited number of
Registered Devices that You have registered and acquired licenses for, for the sole purpose of
enabling the distribution and use of Your Applications on such Registered Devices; and
(e) Incorporate the Apple Certificates issued to You pursuant to this Agreement for purposes of
digitally signing Your Applications, Passes, Safari Extensions, Safari Push Notifications, and as
otherwise expressly permitted by this Agreement.
Apple reserves the right to set the limited number of Apple-branded products that each Licensee
may register with Apple and obtain licenses for under this Program (a “Block of Registered
Device Licenses”). For the purposes of limited distribution on Registered Devices under
Section 7.3 (Ad Hoc distribution), each company, organization, educational institution or
affiliated group may only acquire one (1) Block of Registered Device Licenses per company,
organization, educational institution or group, unless otherwise agreed in writing by Apple. You
agree not to knowingly acquire, or to cause others to acquire, more than one Block of Registered
Device Licenses for the same company, organization, educational institution or group.
Apple may provide access to services by or through the Program for You to use with Your
developer account (e.g., device or app provisioning, managing teams or other account
resources). You agree to access such services only through the Program web portal (which is
accessed through Apple’s developer website) or through Apple-branded products that are
designed to work in conjunction with the Program (e.g., Xcode, App Store Connect) and only as
authorized by Apple. If You (or Your Authorized Developers) access Your developer account
through these other Apple-branded products, You acknowledge and agree that this Agreement
shall continue to apply to any use of Your developer account and to any features or functionality
of the Program that are made available to You (or Your Authorized Developers) in this manner
(e.g., Apple Certificates and Provisioning Profiles can be used only in the limited manner
permitted herein, etc.). You agree not to create or attempt to create a substitute or similar service
through use of or access to the services provided by or through the Program. If Apple provides
power and performance metrics for Your Application, You agree that such metrics may be used
solely for Your own internal use and may not be provided to any third party (except as set forth in
Section 2.9). Further, You may only access such services using the Apple ID associated with
Program Agreement
Page 9
Your developer account or authentication credentials (e.g., keys, tokens, password) associated
with Your developer account, and You are fully responsible for safeguarding Your Apple ID and
authentication credentials from compromise and for using them only as authorized by Apple and
in accordance with the terms of this Agreement, including but not limited to Section 2.8 and 5.
Except as otherwise expressly permitted herein, You agree not to share, sell, resell, rent, lease,
lend, or otherwise provide access to Your developer account or any services provided therewith,
in whole or in part, to anyone who is not an Authorized Developer on Your team, and You agree
not to solicit or request Apple Developer Program members to provide You with their Apple IDs,
authentication credentials, and/or related account information and materials (e.g., Apple
Certificates used for distribution or submission to the App Store or TestFlight). You understand
that each team member must have their own Apple ID or authentication credentials to access
Your account, and You shall be fully responsible for all activity performed through or in
connection with Your account. To the extent that You own or control an Apple-branded computer
running Apple’s macOS Server or Xcode Server (“Server”) and would like to use it for Your own
development purposes in connection with the Program, You agree to use Your own Apple ID or
other authentication credentials for such Server, and You shall be responsible for all actions
performed by such Server.
2.2
Authorized Test Units and Pre-Release Apple Software
As long as an Authorized Test Unit contains any pre-release versions of the Apple Software or
uses pre-release versions of Services, You agree to restrict access to such Authorized Test Unit
to Your Authorized Developers and to not disclose, show, rent, lease, lend, sell or otherwise
transfer such Authorized Test Unit to any third party. You further agree to take reasonable
precautions to safeguard, and to instruct Your Authorized Developers to safeguard, all Authorized
Test Units from loss or theft. Further, subject to the terms of this Agreement, You may deploy
Your Applications to Your Authorized Developers for use on a limited number of Authorized Test
Units for Your own internal testing and development purposes.
You acknowledge that by installing any pre-release Apple Software or using any prerelease Services on Your Authorized Test Units, these Units may be “locked” into testing
mode and may not be capable of being restored to their original condition. Any use of any
pre-release Apple Software or pre-release Services are for evaluation and development purposes
only, and You should not use any pre-release Apple Software or pre-release Services in a
commercial operating environment or with important data. You should back up any data prior to
using the pre-release Apple Software or pre-release Services. Apple shall not be responsible for
any costs, expenses or other liabilities You may incur as a result of provisioning Your Authorized
Test Units and Registered Devices, Your Covered Product development or the installation or use
of this Apple Software or any pre-release Apple Services, including but not limited to any damage
to any equipment, or any damage, loss, or corruption of any software, information or data.
2.3
Confidential Nature of Pre-Release Apple Software and Services
From time to time during the Term, Apple may provide You with pre-release versions of the Apple
Software or Services that constitute Apple Confidential Information and are subject to the
confidentiality obligations of this Agreement, except as otherwise set forth herein. Such prerelease Apple Software and Services should not be relied upon to perform in the same manner as
a final-release, commercial-grade product, nor used with data that is not sufficiently and regularly
backed up, and may include features, functionality or APIs for software or services that are not
yet available. You acknowledge that Apple may not have publicly announced the availability of
such pre-release Apple Software or Services, that Apple has not promised or guaranteed to You
that such pre-release software or services will be announced or made available to anyone in the
future, and that Apple has no express or implied obligation to You to announce or commercially
introduce such software or services or any similar or compatible technology. You expressly
acknowledge and agree that any research or development that You perform with respect to prerelease versions of the Apple Software or Services is done entirely at Your own risk.
Program Agreement
Page 10
2.4
Copies
You agree to retain and reproduce in full the Apple copyright, disclaimers and other proprietary
notices (as they appear in the Apple Software and Documentation provided) in all copies of the
Apple Software and Documentation that You are permitted to make under this Agreement.
2.5
Ownership
Apple retains all rights, title, and interest in and to the Apple Software, Services, and any Updates
it may make available to You under this Agreement. You agree to cooperate with Apple to
maintain Apple's ownership of the Apple Software and Services, and, to the extent that You
become aware of any claims relating to the Apple Software or Services, You agree to use
reasonable efforts to promptly provide notice of any such claims to Apple. The parties
acknowledge that this Agreement does not give Apple any ownership interest in Your Covered
Products.
2.6
No Other Permitted Uses
Except as otherwise set forth in this Agreement, You agree not to rent, lease, lend, upload to or
host on any website or server, sell, redistribute, or sublicense the Apple Software, Apple
Certificates, or any Services, in whole or in part, or to enable others to do so. You may not use
the Apple Software, Apple Certificates, or any Services provided hereunder for any purpose not
expressly permitted by this Agreement, including any applicable Attachments and Schedules.
You agree not to install, use or run the Apple SDKs on any non-Apple-branded computer, and not
to install, use or run iOS, watchOS, tvOS, iPadOS, macOS and Provisioning Profiles on or in
connection with devices other than Apple-branded products, or to enable others to do so. You
may not and You agree not to, or to enable others to, copy (except as expressly permitted under
this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of,
modify, decrypt, or create derivative works of the Apple Software, Apple Certificates or any
Services provided by the Apple Software or otherwise provided hereunder, or any part thereof
(except as and only to the extent any foregoing restriction is prohibited by applicable law or to the
extent as may be permitted by licensing terms governing use of open-sourced components or
sample code included with the Apple Software). You agree not to exploit any Apple Software,
Apple Certificates, or Services provided hereunder in any unauthorized way whatsoever,
including but not limited to, by trespass or burdening network capacity, or by harvesting or
misusing data provided by such Apple Software, Apple Certificates, or Services. Any attempt to
do so is a violation of the rights of Apple and its licensors of the Apple Software or Services. If
You breach any of the foregoing restrictions, You may be subject to prosecution and damages.
All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity
or rights, express or implied are granted by Apple, by implication, estoppel, or otherwise. This
Agreement does not grant You any rights to use any trademarks, logos or service marks
belonging to Apple, including but not limited to the iPhone or iPod word marks. If You make
reference to any Apple products or technology or use Apple’s trademarks, You agree to comply
with the published guidelines at https://www.apple.com/legal/intellectualproperty/guidelinesfor3rdparties.html, as they may be modified by Apple from time to time.
2.7
FPS SDK and FPS Deployment Package
You may use the FPS SDK to develop and test a server-side implementation of FPS, solely for
use with video streamed by You (or on Your behalf) through Your Applications, or video
downloaded for viewing through Your Applications, on iOS Products and/or Apple TV, through
Safari on macOS, or as otherwise approved by Apple in writing (collectively, “Authorized FPS
Applications”). You understand that You will need to request the FPS Deployment Package on
the Program web portal prior to any production or commercial use of FPS. As part of such
request, You will need to submit information about Your requested use of FPS. Apple will review
Your request and reserves the right to not provide You with the FPS Deployment Package at its
sole discretion, in which case You will not be able to deploy FPS. Any development and testing
You perform with the FPS SDK is at Your own risk and expense, and Apple will not be liable to
You for such use or for declining Your request to use FPS in a production or commercial
environment.
Program Agreement
Page 11
If Apple provides You with the FPS Deployment Package, You agree to use it solely as approved
by Apple and only in connection with video content streamed by You (or on Your behalf) to
Authorized FPS Applications or downloaded for viewing through Your Authorized FPS
Applications. Except as permitted in Section 2.9 (Third-Party Service Providers), You will not
provide the FPS Deployment Package to any third party or sublicense, sell, resell, lease,
disclose, or re-distribute the FPS Deployment Package or FPS SDK to any third party (or any
implementation thereof) without Apple’s prior written consent.
You acknowledge and agree that the FPS Deployment Package (including the set of FPS
production keys) is Apple Confidential Information as set forth in Section 9 (Confidentiality).
Further, such FPS keys are unique to Your company or organization, and You are solely
responsible for storing and protecting them. You may use such FPS keys solely for the purpose
of delivering and protecting Your content key that is used to decrypt video content streamed by
You to Authorized FPS Applications or downloaded for viewing through Your Authorized FPS
Applications. Apple will have no liability or responsibility for unauthorized access to or use of any
FPS key or any content streamed or otherwise delivered under this Agreement in connection with
FPS. In the event that Your FPS key is disclosed, discovered, misappropriated or lost, You may
request that Apple revoke it by emailing product-security@apple.com, and You understand that
Apple will have no obligation to provide a replacement key. Apple reserves the right to revoke
Your FPS key at any time if requested by You, in the event of a breach of this Agreement by You,
if otherwise deemed prudent or reasonable by Apple, or upon expiration or termination of this
Agreement for any reason.
You acknowledge and agree that Apple reserves the right to revoke or otherwise remove Your
access to and use of FPS (or any part thereof) at any time in its sole discretion. Further, Apple
will have no obligation to provide any modified, updated or successor version of the FPS
Deployment Package or the FPS SDK to You and will have no obligation to maintain compatibility
with any prior version. If Apple makes new versions of the FPS Deployment Package or FPS
SDK available to You, then You agree to update to them within a reasonable time period if
requested to do so by Apple.
2.8
Use of Apple Services
Apple may provide access to Apple Services that Your Covered Products may call through APIs
in the Apple Software and/or that Apple makes available to You through other mechanisms, e.g.,
through the use of keys that Apple may make accessible to You under the Program. You agree
to access such Apple Services only through the mechanisms provided by Apple for such access
and only for use on Apple-branded products. Except as permitted in Section 2.9 (Third-Party
Service Providers) or as otherwise set forth herein, You agree not to share access to
mechanisms provided to You by Apple for the use of the Services with any third party. Further,
You agree not to create or attempt to create a substitute or similar service through use of or
access to the Apple Services.
You agree to access and use such Services only as necessary for providing services and
functionality for Your Covered Products that are eligible to use such Services and only as
permitted by Apple in writing, including in the Documentation. You may not use the Apple
Services in any manner that is inconsistent with the terms of this Agreement or that infringes any
intellectual property rights of a third party or Apple, or that violates any applicable laws or
regulations. You agree that the Apple Services contain proprietary content, information and
material owned by Apple and its licensors, and protected by applicable intellectual property and
other laws. You may not use such proprietary content, information or materials in any way
whatsoever, except for the permitted uses of the Apple Services under this Agreement, or as
otherwise agreed by Apple in writing.
You understand there may be storage capacity, transmission, and/or transactional limits for the
Apple Services both for You as a developer and for Your end-users. If You reach or Your endProgram Agreement
Page 12
user reaches such limits, then You or Your end-user may be unable to use the Apple Services or
may be unable to access or retrieve data from such Services through Your Covered Products or
through the applicable end-user accounts. You agree not to charge any fees to end-users solely
for access to or use of the Apple Services through Your Covered Products or for any content,
data or information provided therein, and You agree not to sell access to the Apple Services in
any way. You agree not to fraudulently create any end-user accounts or induce any end-user to
violate the terms of their applicable end-user terms or service agreement with Apple or to violate
any Apple usage policies for such end-user services. Except as expressly set forth herein, You
agree not to interfere with an end-user’s ability to access or use any such services.
Apple reserves the right to change, suspend, deprecate, deny, limit, or disable access to the
Apple Services, or any part thereof, at any time without notice (including but not limited to
revoking entitlements or changing any APIs in the Apple Software that enable access to the
Services or not providing You with an entitlement). In no event will Apple be liable for the
removal of or disabling of access to any of the foregoing. Apple may also impose limits and
restrictions on the use of or access to the Apple Services, may remove the Apple Services for
indefinite time periods, may revoke Your access to the Apple Services, or may cancel the Apple
Services (or any part thereof) at any time without notice or liability to You and in its sole
discretion.
Apple does not guarantee the availability, accuracy, completeness, reliability, or timeliness of any
data or information displayed by any Apple Services. To the extent You choose to use the Apple
Services with Your Covered Products, You are responsible for Your reliance on any such data or
information. You are responsible for Your use of the Apple Software and Apple Services, and if
You use such Services, then it is Your responsibility to maintain appropriate alternate backup of
all Your content, information and data, including but not limited to any content that You may
provide to Apple for hosting as part of Your use of the Services. You understand and agree that
You may not be able to access certain Apple Services upon expiration or termination of this
Agreement and that Apple reserves the right to suspend access to or delete content, data or
information that You or Your Covered Product have stored through Your use of such Services
provided hereunder. You should review the Documentation and policy notices posted by Apple
prior to using any Apple Services.
Apple Services may not be available in all languages or in all countries, and Apple makes no
representation that any such Services would be appropriate, accurate or available for use in any
particular location or product. To the extent You choose to use the Apple Services with Your
Applications, You do so at Your own initiative and are responsible for compliance with any
applicable laws. Apple reserves the right to charge fees for Your use of the Apple Services.
Apple will inform You of any Apple Service fees or fee changes by email and information about
such fees will be posted in the Program web portal, App Store Connect, or the CloudKit
dashboard. Apple Service availability and pricing are subject to change. Further, Apple Services
may not be made available for all Covered Products and may not be made available to all
developers. Apple reserves the right to not provide (or to cease providing) the Apple Services to
any or all developers at any time in its sole discretion.
2.9
Third-Party Service Providers
Unless otherwise prohibited by Apple in the Documentation or this Agreement, You are permitted
to employ or retain a third party (“Service Provider”) to assist You in using the Apple Software
and Services provided pursuant to this Agreement, including, but not limited to, engaging any
such Service Provider to maintain and administer Your Applications’ servers on Your behalf,
provided that any such Service Provider’s use of the Apple Software and Services or any
materials associated therewith is done solely on Your behalf and only in accordance with these
terms. Notwithstanding the foregoing, You may not use a Service Provider to submit an
Application to the App Store or use TestFlight on Your behalf. You agree to have a binding
written agreement with Your Service Provider with terms at least as restrictive and protective of
Apple as those set forth herein. Any actions undertaken by any such Service Provider in relation
Program Agreement
Page 13
to Your Applications or use of the Apple Software or Apple Services and/or arising out of this
Agreement shall be deemed to have been taken by You, and You (in addition to the Service
Provider) shall be responsible to Apple for all such actions (or any inactions). In the event of any
actions or inactions by the Service Provider that would constitute a violation of this Agreement or
otherwise cause any harm, Apple reserves the right to require You to cease using such Service
Provider.
2.10
Updates; No Support or Maintenance
Apple may extend, enhance, or otherwise modify the Apple Software or Services (or any part
thereof) provided hereunder at any time without notice, but Apple shall not be obligated to provide
You with any Updates to the Apple Software or Services. If Updates are made available by
Apple, the terms of this Agreement will govern such Updates, unless the Update is accompanied
by a separate license in which case the terms of that license will govern. You understand that
such modifications may require You to change or update Your Covered Products. Further, You
acknowledge and agree that such modifications may affect Your ability to use, access, or interact
with the Apple Software and Services. Apple is not obligated to provide any maintenance,
technical or other support for the Apple Software or Services. You acknowledge that Apple has
no express or implied obligation to announce or make available any Updates to the Apple
Software or to any Services to anyone in the future. Should an Update be made available, it may
have APIs, features, services or functionality that are different from those found in the Apple
Software licensed hereunder or the Services provided hereunder.
3.
Your Obligations
3.1
General
You certify to Apple and agree that:
(a) You are of the legal age of majority in the jurisdiction in which You reside (at least 18 years of
age in many countries) and have the right and authority to enter into this Agreement on Your own
behalf, or if You are entering into this Agreement on behalf of Your company, organization,
educational institution, or agency, instrumentality, or department of the federal government, that
You have the right and authority to legally bind such entity or organization to the terms and
obligations of this Agreement;
(b) All information provided by You to Apple or Your end-users in connection with this Agreement
or Your Covered Products, including without limitation Licensed Application Information or Pass
Information, will be current, true, accurate, supportable and complete and, with regard to
information You provide to Apple, You will promptly notify Apple of any changes to such
information. Further, You agree that Apple may share such information (including email address
and mailing address) with third parties who have a need to know for purposes related thereto
(e.g., intellectual property questions, customer service inquiries, etc.);
(c) You will comply with the terms of and fulfill Your obligations under this Agreement, including
obtaining any required consents for Your Authorized Developers’ use of the Apple Software and
Services, and You agree to monitor and be fully responsible for all such use by Your Authorized
Developers and their compliance with the terms of this Agreement;
(d) You will be solely responsible for all costs, expenses, losses and liabilities incurred, and
activities undertaken by You and Your Authorized Developers in connection with the Apple
Software and Apple Services, the Authorized Test Units, Registered Devices, Your Covered
Products and Your related development and distribution efforts, including, but not limited to, any
related development efforts, network and server equipment, Internet service(s), or any other
hardware, software or services used by You in connection with Your use of any services;
(e) For the purposes of Schedule 1 (if applicable), You represent and warrant that You own or
control the necessary rights in order to appoint Apple and Apple Subsidiaries as Your worldwide
agent for the delivery of Your Licensed Applications, and that the fulfillment of such appointment
by Apple and Apple Subsidiaries shall not violate or infringe the rights of any third party; and
(f) You will not act in any manner which conflicts or interferes with any existing commitment or
obligation You may have and no agreement previously entered into by You will interfere with Your
performance of Your obligations under this Agreement.
Program Agreement
Page 14
3.2
Use of the Apple Software and Apple Services
As a condition to using the Apple Software and any Apple Services, You agree that:
(a) You will use the Apple Software and any services only for the purposes and in the manner
expressly permitted by this Agreement and in accordance with all applicable laws and
regulations;
(b) You will not use the Apple Software or any Apple Services for any unlawful or illegal activity,
nor to develop any Covered Product, which would commit or facilitate the commission of a crime,
or other tortious, unlawful or illegal act;
(c) Your Application, Library and/or Pass will be developed in compliance with the Documentation
and the Program Requirements, the current set of which is set forth in Section 3.3 below;
(d) To the best of Your knowledge and belief, Your Covered Products, Licensed Application
Information, and Pass Information do not and will not violate, misappropriate, or infringe any
Apple or third party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents,
or other proprietary or legal rights (e.g., musical composition or performance rights, video rights,
photography or image rights, logo rights, third party data rights, etc. for content and materials that
may be included in Your Application);
(e) You will not, through use of the Apple Software, Apple Certificates, Apple Services or
otherwise, create any Covered Product or other code or program that would disable, hack or
otherwise interfere with the Security Solution, or any security, digital signing, digital rights
management, verification or authentication mechanisms implemented in or by iOS, watchOS,
iPadOS, tvOS, the Apple Software, or any Services, or other Apple software or technology, or
enable others to do so (except to the extent expressly permitted by Apple in writing);
(f) You will not, directly or indirectly, commit any act intended to interfere with the Apple Software
or Services, the intent of this Agreement, or Apple’s business practices including, but not limited
to, taking actions that may hinder the performance or intended use of the App Store, Custom App
Distribution, or the Program (e.g., submitting fraudulent reviews of Your own Application or any
third party application, choosing a name for Your Application that is substantially similar to the
name of a third party application in order to create consumer confusion, or squatting on
application names to prevent legitimate third party use). Further, You will not engage, or
encourage others to engage, in any unlawful, unfair, misleading, fraudulent, improper, or
dishonest acts or business practices relating to Your Covered Products (e.g., engaging in baitand-switch pricing, consumer misrepresentation, deceptive business practices, or unfair
competition against other developers); and
(g) Applications for iOS Products, Apple Watch, or Apple TV developed using the Apple Software
may be distributed only if selected by Apple (in its sole discretion) for distribution via the App
Store, Custom App Distribution, for beta distribution through TestFlight, or through Ad Hoc
distribution as contemplated in this Agreement. Passes developed using the Apple Software may
be distributed to Your end-users via email, a website or an Application in accordance with the
terms of this Agreement, including Attachment 5. Safari Extensions signed with an Apple
Certificate may be distributed to Your end-users in accordance with the terms of this Agreement,
including Attachment 7. Applications for macOS may be distributed outside of the App Store
using Apple Certificates and/or tickets as set forth in Section 5.3 and 5.4.
3.3
Program Requirements
Any Application that will be submitted to the App Store, Custom App Distribution, or TestFlight, or
that will be distributed through Ad Hoc distribution, must be developed in compliance with the
Documentation and the Program Requirements, the current set of which is set forth below in this
Section 3.3. Libraries and Passes are subject to the same criteria:
APIs and Functionality:
3.3.1 Applications may only use Documented APIs in the manner prescribed by Apple and
must not use or call any private APIs. Further, macOS Applications submitted to Apple for
distribution on the App Store may use only Documented APIs included in the default installation
of macOS or as bundled with Xcode and the Mac SDK; deprecated technologies (such as Java)
Program Agreement
Page 15
may not be used.
3.3.2 Except as set forth in the next paragraph, an Application may not download or install
executable code. Interpreted code may be downloaded to an Application but only so long as
such code: (a) does not change the primary purpose of the Application by providing features or
functionality that are inconsistent with the intended and advertised purpose of the Application as
submitted to the App Store, (b) does not create a store or storefront for other code or
applications, and (c) does not bypass signing, sandbox, or other security features of the OS.
An Application that is a programming environment intended for use in learning how to program
may download and run executable code so long as the following requirements are met: (i) no
more than 80 percent of the Application’s viewing area or screen may be taken over with
executable code, except as otherwise permitted in the Documentation, (ii) the Application must
present a reasonably conspicuous indicator to the user within the Application to indicate that the
user is in a programming environment, (iii) the Application must not create a store or storefront for
other code or applications, and (iv) the source code provided by the Application must be
completely viewable and editable by the user (e.g., no pre-compiled libraries or frameworks may
be included with the code downloaded).
3.3.3 Without Apple’s prior written approval or as permitted under Section 3.3.25 (In-App
Purchase API), an Application may not provide, unlock or enable additional features or
functionality through distribution mechanisms other than the App Store, Custom App Distribution
or TestFlight.
3.3.4 An Application for iOS, watchOS, iPadOS, or tvOS may only read data from or write data
to an Application's designated container area on the device, except as otherwise specified by
Apple. For macOS Applications submitted to Apple for distribution on the App Store: (a) all files
necessary for the Application to execute on macOS must be in the Application bundle submitted
to Apple and must be installed by the App Store; (b) all localizations must be in the same
Application bundle and may not include a suite or collection of independent applications within a
single Application bundle; (c) native user interface elements or behaviors of macOS (e.g., the
system menu, window sizes, colors, etc.) may not be altered, modified or otherwise changed; (d)
You may not use any digital rights management or other copy or access control mechanisms in
such Applications without Apple’s written permission or as specified in the Documentation; and
(e) except as otherwise permitted by Section 3.3.25 (In-App Purchase API), such Applications
may not function as a distribution mechanism for software and may not include features or
functionality that create or enable a software store, distribution channel or other mechanism for
software delivery within such Applications (e.g., an audio application may not include an audio
filter plug-in store within the Application).
3.3.5 An Application for an iOS Product must have at least the same features and functionality
when run by a user in compatibility mode on an iPad (e.g., an iPhone app running in an
equivalent iPhone-size window on an iPad must perform in substantially the same manner as
when run on the iPhone; provided that this obligation will not apply to any feature or functionality
that is not supported by a particular hardware device, such as a video recording feature on a
device that does not have a camera). Further, You agree not to interfere or attempt to interfere
with the operation of Your Application in compatibility mode.
3.3.6 You may use the Multitasking services only for their intended purposes as described in
the Documentation.
User Interface, Data Collection, Local Laws and Privacy:
3.3.7 Applications must comply with the Human Interface Guidelines (HIG) and other
Documentation provided by Apple. You agree to follow the HIG to develop an appropriate user
interface and functionality for Your Application that is compatible with the design of AppleProgram Agreement
Page 16
branded products (e.g., a watch App should have a user interface designed for quick interactions
in accordance with the HIG’s watchOS design themes).
3.3.8 If Your Application captures or makes any video, microphone, screen recordings, or
camera recordings, whether saved on the device or sent to a server (e.g., an image, photo, voice
or speech capture, or other recording) (collectively “Recordings”), a reasonably conspicuous
audio, visual or other indicator must be displayed to the user as part of the Application to indicate
that a Recording is taking place.
- In addition, any form of data, content or information collection, processing, maintenance,
uploading, syncing, storage, transmission, sharing, disclosure or use performed by, through or in
connection with Your Application must comply with all applicable privacy laws and regulations as
well as any related Program Requirements, including but not limited to any notice or consent
requirements.
3.3.9 You and Your Applications (and any third party with whom You have contracted to serve
advertising) may not collect user or device data without prior user consent, whether such data is
obtained directly from the user or through the use of the Apple Software, Apple Services, or Apple
SDKs, and then only to provide a service or function that is directly relevant to the use of the
Application, or to serve advertising in accordance with Sections 3.3.12. You may not broaden or
otherwise change the scope of usage for previously collected user or device data without
obtaining prior user consent for such expanded or otherwise changed data collection. You may
not use analytics software in Your Application to collect and send device data to a third party.
Further, neither You nor Your Application will use any permanent, device-based identifier, or any
data derived therefrom, for purposes of uniquely identifying a device.
3.3.10 You must provide clear and complete information to users regarding Your collection, use
and disclosure of user or device data, e.g., a description of Your use of user and device data in
the App Description on the App Store. Furthermore, You must take appropriate steps to protect
such data from unauthorized use, disclosure or access by third parties. If a user ceases to
consent or affirmatively revokes consent for Your collection, use or disclosure of his or her user or
device data, You (and any third party with whom You have contracted to serve advertising) must
promptly cease all such use. You must provide a privacy policy in Your Application, on the App
Store, and/or on Your website explaining Your collection, use, disclosure, sharing, retention, and
deletion of user or device data. You agree to notify Your users, in accordance with applicable
law, in the event of a data breach in which user data collected from Your Application is
compromised (e.g., You will send an email notifying Your users if there has been an unintentional
disclosure or misuse of their user data).
3.3.11 Applications must comply with all applicable criminal, civil and statutory laws and
regulations, including those in any jurisdictions in which Your Applications may be offered or
made available. In addition:
- You and the Application must comply with all applicable privacy and data collection laws and
regulations with respect to any collection, use or disclosure of user or device data (e.g., a user’s
IP address, the name of the user’s device, and any installed apps associated with a user);
- Applications may not be designed or marketed for the purpose of harassing, abusing,
spamming, stalking, threatening or otherwise violating the legal rights (such as the rights of
privacy and publicity) of others;
- Neither You nor Your Application may perform any functions or link to any content, services,
information or data or use any robot, spider, site search or other retrieval application or device to
scrape, mine, retrieve, cache, analyze or index software, data or services provided by Apple or its
licensors, or obtain (or try to obtain) any such data, except the data that Apple expressly provides
Program Agreement
Page 17
or makes available to You in connection with such services. You agree that You will not collect,
disseminate or use any such data for any unauthorized purpose; and
- If Your Application is intended for human subject research or uses the HealthKit APIs for clinical
health-related uses which may involve personal data (e.g., storage of health records), then You
agree to inform participants of the intended uses and disclosures of their personally identifiable
data as part of such research or clinical health uses and to obtain consent from such participants
(or their guardians) who will be using Your Application for such research or clinical health
purposes. Further, You shall prohibit third parties to whom You provide any de-identified or
coded data from re-identifying (or attempting to re-identify) any participants using such data
without participant consent, and You agree to require that such third parties pass the foregoing
restriction on to any other parties who receive such de-identified or coded data.
Advertising Identifier and Preference; Ad Network APIs:
3.3.12 You and Your Applications (and any third party with whom You have contracted to serve
advertising) may use the Advertising Identifier, and any information obtained through the use of
the Advertising Identifier, only for the purpose of serving advertising. If a user resets the
Advertising Identifier, then You agree not to combine, correlate, link or otherwise associate, either
directly or indirectly, the prior Advertising Identifier and any derived information with the reset
Advertising Identifier. For Applications compiled for any Apple-branded product providing access
to the Ad Support APIs, You agree to check a user’s Advertising Preference prior to serving any
advertising using the Advertising Identifier, and You agree to abide by a user’s setting in the
Advertising Preference in Your use of the Advertising Identifier. In addition, You may request to
use the Ad Network APIs to track application advertising conversion events. If You are granted
permission to use the Ad Network APIs, You agree not to use such APIs, or any information
obtained through the use of the Ad Network APIs, for any purpose other than verifying ad
validation information as part of an advertising conversion event. You agree not to combine,
correlate, link, or otherwise associate, either directly or indirectly, information that is provided as
part of the ad validation through the use of the Ad Network APIs with other information You may
have about a user. Apple reserves the right to reject any requests to use the Ad Network APIs, in
its sole discretion.
Location and Maps; User Consents:
3.3.13 Applications that use location-based APIs (e.g., Core Location, MapKit API) or otherwise
provide location-based services may not be designed or marketed for automatic or autonomous
control of vehicle behavior, or for emergency or life-saving purposes.
3.3.14 Applications that offer location-based services or functionality, or that otherwise obtain a
user’s location through the use of the Apple Software or Apple Services, must notify and obtain
consent from an individual before his or her location data is collected, transmitted or otherwise
used by the Application and then such data must be used only as consented to by the user and
as permitted herein. For example, if You use the “Always” location option in Your Application for
the purpose of continuous collection and use of a user’s location data, You should provide a
clearly defined justification and user benefit that is presented to the user at the time of the
permission.
3.3.15 If You choose to provide Your own location-based service, data and/or information in
conjunction with the Apple maps provided through the Apple Maps Service (e.g., overlaying a
map or route You have created on top of an Apple map), You are solely responsible for ensuring
that Your service, data and/or information correctly aligns with any Apple maps used. For
Applications that use location-based APIs for real-time navigation (including, but not limited to,
turn-by-turn route guidance and other routing that is enabled through the use of a sensor), You
must have an end-user license agreement that includes the following notice: YOUR USE OF
Program Agreement
Page 18
THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION
DATA MAY NOT BE ACCURATE.
3.3.16 Applications must not disable, override or otherwise interfere with any Appleimplemented system alerts, warnings, display panels, consent panels and the like, including, but
not limited to, those that are intended to notify the user that the user's location data, address book
data, calendar, photos, audio data, and/or reminders are being collected, transmitted, maintained,
processed or used, or intended to obtain consent for such use. Further, if You have the ability to
add a description in such alerts, warnings, and display panels (e.g., information in the purpose
strings for the Camera APIs), any such description must be accurate and not misrepresent the
scope of use. If consent is denied or withdrawn, Applications may not collect, transmit, maintain,
process or utilize such data or perform any other actions for which the user’s consent has been
denied or withdrawn.
3.3.17 If Your Application (or Your website or web application, as applicable) uses or accesses
the MapKit API or MapKit JS from a device running iOS version 6 or later, Your Application (or
Your website or web application, as applicable) will access and use the Apple Maps Service. All
use of the MapKit API, MapKit JS, and Apple Maps Service must be in accordance with the terms
of this Agreement (including the Program Requirements) and Attachment 6 (Additional Terms for
the use of the Apple Maps Service).
Content and Materials:
3.3.18 Any master recordings and musical compositions embodied in Your Application must be
wholly-owned by You or licensed to You on a fully paid-up basis and in a manner that will not
require the payment of any fees, royalties and/or sums by Apple to You or any third party. In
addition, if Your Application will be distributed outside of the United States, any master recordings
and musical compositions embodied in Your Application (a) must not fall within the repertoire of
any mechanical or performing/communication rights collecting or licensing organization now or in
the future and (b) if licensed, must be exclusively licensed to You for Your Application by each
applicable copyright owner.
3.3.19 If Your Application includes or will include any other content, You must either own all
such content or have permission from the content owner to use it in Your Application.
3.3.20 Applications may be rejected if they contain content or materials of any kind (text,
graphics, images, photographs, sounds, etc.) that in Apple’s reasonable judgment may be found
objectionable or inappropriate, for example, materials that may be considered obscene,
pornographic, or defamatory.
3.3.21 Applications must not contain any malware, malicious or harmful code, program, or other
internal component (e.g., computer viruses, trojan horses, “backdoors”) which could damage,
destroy, or adversely affect the Apple Software, services, Apple-branded products, or other
software, firmware, hardware, data, systems, services, or networks.
3.3.22 If Your Application includes any FOSS, You agree to comply with all applicable FOSS
licensing terms. You also agree not to use any FOSS in the development of Your Application in
such a way that would cause the non-FOSS portions of the Apple Software to be subject to any
FOSS licensing terms or obligations.
3.3.23 Your Application may include promotional sweepstake or contest functionality provided
that You are the sole sponsor of the promotion and that You and Your Application comply with
any applicable laws and fulfill any applicable registration requirements in the country or territory
where You make Your Application available and the promotion is open. You agree that You are
solely responsible for any promotion and any prize, and also agree to clearly state in binding
Program Agreement
Page 19
official rules for each promotion that Apple is not a sponsor of, or responsible for conducting, the
promotion.
3.3.24 Your Application may include a direct link to a page on Your web site where You include
the ability for an end-user to make a charitable contribution, provided that You comply with any
applicable laws (which may include providing a receipt), and fulfill any applicable regulation or
registration requirements, in the country or territory where You enable the charitable contribution
to be made. You also agree to clearly state that Apple is not the fundraiser.
In-App Purchase API:
3.3.25 All use of the In-App Purchase API and related services must be in accordance with the
terms of this Agreement (including the Program Requirements) and Attachment 2 (Additional
Terms for Use of the In-App Purchase API).
Network Extension Framework:
3.3.26 Your Application must not access the Network Extension Framework unless Your
Application is primarily designed for providing networking capabilities, and You have received an
entitlement from Apple for such access. You agree to the following if You receive such
entitlement:
- You agree to clearly disclose to end-users how You and Your Application will be using their
network information and, if applicable, filtering their network data, and You agree to use such
data and information only as expressly consented to by the end-user and as expressly permitted
herein;
- You agree to store and transmit network information or data from an end-user in a secure and
appropriate manner;
- You agree not to divert an end-user’s network data or information through any undisclosed,
improper, or misleading processes, e.g., to filter it through a website to obtain advertising revenue
or spoof a website;
- You agree not to use any network data or information from end-users to bypass or override any
end-user settings, e.g., You may not track an end-user’s WiFi network usage to determine their
location if they have disabled location services for Your Application; and
- Notwithstanding anything to the contrary in Section 3.3.9, You and Your Application may not
use the Network Extension Framework, or any data or information obtained through the Network
Extension Framework, for any purpose other than providing networking capabilities in connection
with Your Application (e.g., not for using an end-user’s Internet traffic to serve advertising or to
otherwise build user profiles for advertising).
Apple reserves the right to not provide You with an entitlement to use the Network Extension
Framework in its sole discretion and to revoke such entitlement at any time. In addition, if You
would like to use the Access WiFi Information APIs (which provide the WiFi network to which a
device is connected), then You must request an entitlement from Apple for such use,
and, notwithstanding anything to the contrary in Section 3.3.9, You may use such APIs only for
providing a service or function that is directly relevant to the Application (e.g., not for serving
advertising).
MFi Accessories:
3.3.27 Your Application may interface, communicate, or otherwise interoperate with or control an
MFi Accessory (as defined above) through wireless transports or through Apple's lightning or 30Program Agreement
Page 20
pin connectors only if (i) such MFi Accessory is licensed under Apple's MFi/Works with Apple
Program at the time that You initially submit Your Application, (ii) the MFi Licensee has added
Your Application to a list of those approved for interoperability with their MFi Accessory, and (iii)
the MFi Licensee has received approval from the Apple MFi/Works with Apple Program for such
addition.
Regulatory Compliance:
3.3.28 You will fulfill any applicable regulatory requirements, including full compliance with all
applicable laws, regulations, and policies related to the manufacturing, marketing, sale and
distribution of Your Application in the United States, and in particular the requirements of the U.S.
Food and Drug Administration (FDA) as well as other U.S. regulatory bodies such as the FAA,
HHS, FTC, and FCC, and the laws, regulations and policies of any other applicable regulatory
bodies in any countries or territories where You use or make Your Application available, e.g.,
MHRA, CFDA. However, You agree that You will not seek any regulatory marketing permissions
or make any determinations that may result in any Apple products being deemed regulated or
that may impose any obligations or limitations on Apple. By submitting Your Application to Apple
for selection for distribution, You represent and warrant that You are in full compliance with any
applicable laws, regulations, and policies, including but not limited to all FDA laws, regulations
and policies, related to the manufacturing, marketing, sale and distribution of Your Application in
the United States, as well as in other countries or territories where You plan to make Your
Application available. You also represent and warrant that You will market Your Application only
for its cleared or approved intended use/indication for use, and only in strict compliance with
applicable regulatory requirements. Upon Apple’s request, You agree to promptly provide any
such clearance documentation to support the marketing of Your Application. If requested by the
FDA or by another government body that has a need to review or test Your Application as part of
its regulatory review process, You may provide Your Application to such entity for review
purposes. You agree to promptly notify Apple in accordance with the procedures set forth in
Section 14.5 of any complaints or threats of complaints regarding Your Application in relation to
any such regulatory requirements, in which case Apple may remove Your Application from
distribution.
Cellular Network:
3.3.29 If an Application requires or will have access to the cellular network, then additionally
such Application:
- Must comply with Apple's best practices and other guidelines on how Applications should
access and use the cellular network; and
- Must not in Apple's reasonable judgment excessively use or unduly burden network capacity or
bandwidth.
3.3.30 Because some mobile network operators may prohibit or restrict the use of Voice over
Internet Protocol (VoIP) functionality over their network, such as the use of VoIP telephony over a
cellular network, and may also impose additional fees, or other charges in connection with VoIP.
You agree to inform end-users, prior to purchase, to check the terms of agreement with their
operator, for example, by providing such notice in the marketing text that You provide
accompanying Your Application on the App Store. In addition, if Your Application allows endusers to send SMS messages or make cellular voice calls, then You must inform the end-user,
prior to use of such functionality, that standard text messaging rates or other carrier charges may
apply to such use.
Apple Push Notification Service and Local Notifications:
Program Agreement
Page 21
3.3.31 All use of Push Notifications via the Apple Push Notification Service or Local Notifications
must be in accordance with the terms of this Agreement (including the Program Requirements)
and Attachment 1 (Additional Terms for Apple Push Notification Service and Local Notifications).
Game Center:
3.3.32 All use of the Game Center must be in accordance with the terms of this Agreement
(including the Program Requirements) and Attachment 3 (Additional Terms for the Game Center).
iCloud:
3.3.33 All use of the iCloud Storage APIs and CloudKit APIs, as well as Your use of the iCloud
service under this Agreement, must be in accordance with the terms of this Agreement (including
the Program Requirements) and Attachment 4 (Additional Terms for the use of iCloud).
Wallet:
3.3.34 Your development of Passes, and use of the Pass Type ID and Wallet under this
Agreement, must be in accordance with the terms of this Agreement (including the Program
Requirements) and Attachment 5 (Additional Terms for Passes).
Additional Services or End-User Pre-Release Software:
3.3.35 From time to time, Apple may provide access to additional Services or pre-release Apple
Software for You to use in connection with Your Applications, or as an end-user for evaluation
purposes. Some of these may be subject to separate terms and conditions in addition to this
Agreement, in which case Your usage will also be subject to those terms and conditions. Such
services or software may not be available in all languages or in all countries, and Apple makes no
representation that they will be appropriate or available for use in any particular location. To the
extent You choose to access such services or software, You do so at Your own initiative and are
responsible for compliance with any applicable laws, including but not limited to applicable local
laws. To the extent any such software includes Apple’s FaceTime or Messages feature, You
acknowledge and agree that when You use such features, the telephone numbers and device
identifiers associated with Your Authorized Test Units, as well as email addresses and/or Apple
ID information You provide, may be used and maintained by Apple to provide and improve such
software and features. Certain services made accessible to You through the Apple Software may
be provided by third parties. You acknowledge that Apple will not have any liability or
responsibility to You or any other person (including to any end-user) for any third-party services
or for any Apple services. Apple and its licensors reserve the right to change, suspend, remove,
or disable access to any services at any time. In no event will Apple be liable for the removal or
disabling of access to any such services. Further, upon any commercial release of such software
or services, or earlier if requested by Apple, You agree to cease all use of the pre-release Apple
Software or Services provided to You as an end-user for evaluation purposes under this
Agreement.
3.3.36 If Your Application accesses the Google Safe Browsing service through the Apple
Software such access is subject to Google’s terms of service set forth at:
https://developers.google.com/safe-browsing/terms. If You do not accept such terms of service,
then You may not use the Google Safe Browsing Service in Your Application, and You
acknowledge and agree that such use will constitute Your acceptance of such terms of service.
3.3.37 If Your Application accesses data from an end-user’s Address Book through the Address
Book API, You must notify and obtain consent from the user before his or her Address Book data
is accessed or used by Your Application. Further, Your Application may not provide an
automated mechanism that transfers only the Facebook Data portions of the end-user’s Address
Book altogether to a location off of the end-user’s device. For the sake of clarity, this does not
Program Agreement
Page 22
prohibit an automated transfer of the user’s entire Address Book as a whole, so long as user
notification and consent requirements have been fulfilled; and does not prohibit enabling users to
transfer any portion of their Address Book data manually (e.g., by cutting and pasting) or enabling
them to individually select particular data items to be transferred.
Extensions:
3.3.38 Applications that include extensions in the Application bundle must provide some
functionality beyond just the extensions (e.g., help screens, additional settings), unless an
Application includes a WatchKit Extension. In addition:
- Extensions (excluding WatchKit Extensions) may not include advertising, product promotion,
direct marketing, or In-App Purchase offers in their extension view;
- Extensions may not block the full screen of an iOS Product or Apple TV, or redirect, obstruct or
interfere in an undisclosed or unexpected way with a user’s use of another developer’s
application or any Apple-provided functionality or service;
- Extensions may operate only in Apple-designated areas of iOS, watchOS, iPadOS, or tvOS as
set forth in the Documentation;
- Extensions that provide keyboard functionality must be capable of operating independent of any
network access and must include Unicode characters (vs. pictorial images only);
- Any keystroke logging done by any such extension must be clearly disclosed to the end-user
prior to any such data being sent from an iOS Product, and notwithstanding anything else in
Section 3.3.9, such data may be used only for purposes of providing or improving the keyboard
functionality of Your Application (e.g., not for serving advertising);
- Any message filtering done by an extension must be clearly disclosed to the end-user, and
notwithstanding anything else in Section 3.3.9, any SMS or MMS data (whether accessed
through a message filtering extension or sent by iOS to a messaging extension's corresponding
server) may be used only for purposes of providing or improving the message experience of the
user by reducing spam or messages from unknown sources, and must not be used for serving
advertising or for any other purpose. Further, SMS or MMS data from a user that is accessed
within the extension may not be exported from the extension’s designated container area in any
way; and
- Your Application must not automate installation of extensions or otherwise cause extensions to
be installed without the user’s knowledge, and You must accurately specify to the user the
purpose and functionality of the extension.
HealthKit APIs and Motion & Fitness APIs:
3.3.39 Your Application must not access the HealthKit APIs or Motion & Fitness APIs unless it is
primarily designed to provide health, motion, and/or fitness services, and this usage is clearly
evident in Your marketing text and user interface. In addition:
- Notwithstanding anything to the contrary in Section 3.3.9, You and Your Application may not
use the HealthKit APIs or the Motion & Fitness APIs, or any information obtained through the
HealthKit APIs or the Motion & Fitness APIs, for any purpose other than providing health, motion,
and/or fitness services in connection with Your Application (e.g., not for serving advertising);
- You must not use the HealthKit APIs or the Motion & Fitness APIs, or any information obtained
through the HealthKit APIs or the Motion & Fitness APIs, to disclose or provide an end-user’s
health, motion, and/or fitness information to a third party without prior express end-user consent,
Program Agreement
Page 23
and then only for purposes of enabling the third party to provide health, motion, and/or fitness
services as permitted herein. For example, You must not share or sell an end-user’s health
information collected through the HealthKit APIs or Motion & Fitness APIs to advertising
platforms, data brokers, or information resellers. For clarity, You may allow end-users to consent
to share their data with third parties for medical research purposes; and
- You agree to clearly disclose to end-users how You and Your Application will be using their
health, motion, and/or fitness information and to use it only as expressly consented to by the enduser and as expressly permitted herein.
Configuration Profiles:
3.3.40 Configuration Profiles cannot be delivered to consumers other than for the purposes of
configuration of WiFi, APN, or VPN settings, or as otherwise expressly permitted by Apple in the
then-current Configuration Profile Reference Documentation. You must make a clear declaration
of what user data will be collected and how it will be used on an app screen or other notification
mechanism prior to any user action to use a Configuration Profile. You may not share or sell user
data obtained through a Configuration Profile to advertising platforms, data brokers, or
information resellers. In addition, You may not override the consent panel for a Configuration
Profile or any other mechanisms of a Configuration Profile.
HomeKit APIs:
3.3.41 Your Application must not access the HomeKit APIs unless it is primarily designed to
provide home configuration or home automation services (e.g., turning on a light, lifting a garage
door) for Licensed HomeKit Accessories and this usage is clearly evident in Your marketing text
and user interface. You agree not to use the HomeKit APIs for any purpose other than
interfacing, communicating, interoperating with or otherwise controlling a Licensed HomeKit
Accessory or for using the HomeKit Database, and then only for home configuration or home
automation purposes in connection with Your Application. In addition:
- Your Application may use information obtained from the HomeKit APIs and/or the HomeKit
Database only on a compatible Apple-branded product and may not export, remotely access or
transfer such information off of the applicable product (e.g., a lock password cannot be sent off an
end-user’s device to be stored in an external non-Apple database), unless otherwise expressly
permitted by Apple in the Documentation; and
- Notwithstanding anything to the contrary in Section 3.3.9, You and Your Application may not
use the HomeKit APIs, or any information obtained through the HomeKit APIs or through the
HomeKit Database, for any purpose other than providing or improving home configuration or
home automation services in connection with Your Application (e.g., not for serving advertising).
Apple Pay APIs:
3.3.42 Your Application may use the Apple Pay APIs solely for the purpose of facilitating
payment transactions that are made by or through Your Application, and only for the purchase of
goods and services that are to be used outside of any iOS Product or Apple Watch, unless
otherwise permitted by Apple in writing. For clarity, nothing in this Section 3.3.42 supplants any
of the rules or requirements for the use of the In-App Purchase API, including but not limited to
Section 3.3.3 and the guidelines. In addition:
- You acknowledge and agree that Apple is not a party to any payment transactions facilitated
through the use of the Apple Pay APIs and is not responsible for any such transactions, including
but not limited to the unavailability of any end-user payment cards or payment fraud. Such
payment transactions are between You and Your bank, acquirer, card networks, or other parties
You utilize for transaction processing, and You are responsible for complying with any
Program Agreement
Page 24
agreements You have with such third parties. In some cases, such agreements may contain
terms specifying specific rights, obligations or limitations that You accept and assume in
connection with Your decision to utilize the functionality of the Apple Pay APIs;
- You agree to store any private keys provided to You as part of Your use of the Apple Pay APIs
in a secure manner (e.g., encrypted on a server) and in accordance with the Documentation. You
agree not to store any end-user payment information in an unencrypted manner on an iOS
Product. For clarity, You may not decrypt any such end-user payment information on an iOS
Product;
- You agree not to call the Apple Pay APIs or otherwise attempt to gain information through the
Apple Pay APIs for purposes unrelated to facilitating end-user payment transactions; and
- If You use Apple Pay APIs in Your Application, then You agree to use commercially reasonable
efforts to include Apple Pay Cash as a payment option with Your use of the Apple Pay APIs in
accordance with the Documentation and provided that Apple Pay Cash is available in the
jurisdiction in which the Application is distributed.
3.3.43 As part of facilitating an end-user payment transaction through the Apple Pay APIs, Apple
may provide You (whether You are acting as the Merchant or as an Intermediary Party) with an
Apple Pay Payload. If You receive an Apple Pay Payload, then You agree to the following:
- If You are acting as the Merchant, then You may use the Apple Pay Payload to process the
end-user payment transaction and for other uses that You disclose to the end-user, and only in
accordance with applicable law; and
- If You are acting as an Intermediary Party, then:
(a) You may use the Apple Pay Payload only for purposes of facilitating the payment transaction
between the Merchant and the end-user and for Your own order management purposes (e.g.,
customer service) as part of such transaction;
(b) You agree that You will not hold the Apple Pay Payload data for any longer than necessary to
fulfill the payment transaction and order management purposes for which it was collected;
(c) You agree not to combine data obtained through the Apple Pay APIs, including but not limited
to, the Apple Pay Payload with any other data that You may have about such end-user (except to
the limited extent necessary for order management purposes). For clarity, an Intermediary Party
may not use data obtained through the Apple Pay APIs for advertising or marketing purposes, for
developing or enhancing a user profile, or to otherwise target end-users;
(d) You agree to disclose to end-users that You are an Intermediary Party to the transaction and
to provide the identity of the Merchant for a particular transaction on the Apple Pay Payment
Sheet (in addition to including Your name as an Intermediary Party); and
(e) If You use a Merchant, then You will be responsible for ensuring that the Merchant You select
uses the Apple Pay Payload provided by You only for purposes of processing the end-user
payment transaction and for other uses they have disclosed to the end-user, and only in
accordance with applicable law. You agree to have a binding written agreement with such
Merchant with terms at least as restrictive and protective of Apple as those set forth herein. Any
actions undertaken by any such Merchant in relation to such Apple Pay Payload or the payment
transaction shall be deemed to have been taken by You, and You (in addition to such Merchant)
shall be responsible to Apple for all such actions (or any inactions). In the event of any actions or
inactions by such Merchant that would constitute a violation of this Agreement or otherwise cause
any harm, Apple reserves the right to require You to cease using such Merchant.
SiriKit:
3.3.44 Your Application may register as a destination to use the Apple-defined SiriKit domains,
but only if Your Application is designed to provide relevant responses to a user, or otherwise
Program Agreement
Page 25
carry out the user’s request or intent, in connection with the applicable SiriKit domain (e.g., ride
sharing) that is supported by Your Application and this usage is clearly evident in Your marketing
text and user interface. In addition, Your Application may contribute actions to SiriKit, but only if
such actions are tied to user behavior or activity within Your Application and for which You can
provide a relevant response to the user. You agree not to submit false information through SiriKit
about any such user activity or behavior or otherwise interfere with the predictions provided by
SiriKit (e.g., SiriKit donations should be based on actual user behavior).
3.3.45 Your Application may use information obtained through SiriKit only on supported Apple
products and may not export, remotely access or transfer such information off a device except to
the extent necessary to provide or improve relevant responses to a user or carry out a user’s
request or in connection with Your Application. Notwithstanding anything to the contrary in
Section 3.3.9, You and Your Application may not use SiriKit, or any information obtained through
SiriKit, for any purpose other than providing relevant responses to a user or otherwise carrying
out a user’s request or intent in connection with an SiriKit domain, intent, or action supported by
Your Application and/or for improving Your Application’s responsiveness to user requests (e.g.,
not for serving advertising).
3.3.46 If Your Application uses SiriKit to enable audio data to be processed by Apple, You agree
to clearly disclose to end-users that You and Your Application will be sending their recorded
audio data to Apple for speech recognition, processing and/or transcription purposes, and that
such audio data may be used to improve and provide Apple products and services. You further
agree to use such audio data, and recognized text that may be returned from SiriKit, only as
expressly consented to by the end-user and as expressly permitted herein.
Single Sign-On API:
3.3.47 You must not access or use the Single Sign-On API unless You are a Multi-channel
Video Programming Distributor (MVPD) or unless Your Application is primarily designed to
provide authenticated video programming via a subscription-based MVPD service, and You have
received an entitlement from Apple to use the Single Sign-On API. If You have received such an
entitlement, You are permitted to use the Single Sign-On API solely for the purpose of
authenticating a user’s entitlement to access Your MVPD content for viewing on an Apple
Product, in accordance with the Single Sign-on Specification. Any such use must be in
compliance with the Documentation for the Single Sign-On Specification. You acknowledge that
Apple reserves the right to not provide You such an entitlement, and to revoke such entitlement,
at any time, in its sole discretion.
If You use the Single Sign-On API, You will be responsible for providing the sign-in page
accessed by users via the Single Sign-On API where users sign in to authenticate their right to
access Your MVPD content. You agree that such sign-in page will not display advertising, and
that the content and appearance of such page will be subject to Apple’s prior review and
approval. If You use the Single Sign-On API and Apple provides an updated version of such API
and/or the Single Sign-on Specification, You agree to update Your implementation to conform
with the newer version and specification within 3 months after receiving the update from Apple.
You authorize Apple to use, reproduce, and display the trademarks provided by You for use in
connection with the Single-Sign-On feature, including use in the user interface screens in Apple
products where the user selects the provider and authenticates through Single Sign-on, and/or to
provide the user with a list of apps that are accessible to such user through Single Sign-On. You
also grant Apple the right to use screen shots and images of such user interface, including but not
limited to use in instructional materials, training materials, marketing materials, and advertising in
any medium. Data provided via the Single Sign-On API will be considered Licensed Application
Information hereunder, but will be subject to the use limitations set forth in this Section.
You must not collect, store or use data provided via the Single Sign-On API for any purpose other
Program Agreement
Page 26
than to authenticate a user’s entitlement to access Your MVPD content on an Apple product, to
provide the user access to Your MVPD content, and/or to address performance and technical
problems with Your MVPD service. You will not provide or disclose data, content or information
obtained from use of the Single Sign-On API to any other party except for authentication
information provided to a video programming provider whose programming is offered as part of
an MVPD subscription offered by You, and solely for the purpose of authenticating the user’s
entitlement to access such video programming on an Apple product under the user’s MVPD
subscription.
TV App API:
3.3.48 You may not use the TV App API unless (a) Your Application is primarily designed to
provide video programming, (b) You have received an entitlement from Apple, and (c) Your use is
in accordance with the TV App Specification. To the extent that You provide TV App Data to
Apple, Apple may store, use, reproduce and display such data solely for the purposes of: (a)
providing information and recommendations to users of TV App Features, (b) enabling users to
link from such recommendations and/or information to content for viewing via Your Licensed
Application, and/or (c) servicing, maintenance, and optimization of TV App Features. With
respect to any TV App Data that has been submitted by You prior to termination of this
Agreement, Apple may continue to use such data in accordance with this Section 3.3.48 after
termination of this Agreement. TV App Data will be considered Licensed Application Information
under this Agreement, but will be subject to the use limitations set forth in this Section. You
acknowledge that Apple reserves the right to not include Your Licensed Application in the TV App
Features, in its sole discretion.
Apple will obtain user consent based on the user’s Apple ID before including Your Licensed
Application in the TV App Features displayed under that Apple ID. Apple will also provide users
with the ability to withdraw such consent at any time thereafter and to delete their TV App Data
from Apple’s systems. In addition, You may solicit user consent based upon Your own subscriber
ID system. You are responsible for Your compliance with all applicable laws, including any
applicable local laws for obtaining user consent with respect to Your provision of TV App Data to
Apple.
Spotlight-Image-Search Service:
3.3.49 To the extent that You provide Apple’s spotlight-image-search service with access to any
of Your domains that are associated with Your Licensed Applications (the “Associated
Domain(s)”), You hereby grant Apple permission to crawl, scrape, copy, transmit and/or cache
the content found in the Associated Domain(s) (the “Licensed Content”) for the purposes set forth
in this section. The Licensed Content shall be considered Licensed Application Information under
this Agreement. You hereby further grant Apple a license to use, make, have made, reproduce,
crop and/or modify the file format, resolution and appearance of the Licensed Content (for the
purposes of reducing file size, converting to a supported file type and/or displaying thumbnails),
and to publicly display, publicly perform, integrate, incorporate and distribute the Licensed
Content to enhance search, discovery, and end-user distribution of the Licensed Content in
Apple’s Messages feature. Upon the termination of this Agreement for any reason, end users of
Apple-branded products will be permitted to continue using and distributing all Licensed Content
that they obtained through the use of Apple-branded products prior to such termination.
MusicKit:
3.3.50 You agree not to call the MusicKit APIs or use MusicKit JS (or otherwise attempt to gain
information through the MusicKit APIs or MusicKit JS) for purposes unrelated to facilitating
access to Your end users’ Apple Music subscriptions. If You access the MusicKit APIs or
MusicKit JS, then You must follow the Apple Music Identity Guidelines. You agree not to require
payment for or indirectly monetize access to the Apple Music service (e.g. in-app purchase,
Program Agreement
Page 27
advertising, requesting user info) through Your use of the MusicKit APIs, MusicKit JS, or
otherwise in any way. In addition:
- If You choose to offer music playback through the MusicKit APIs or MusicKit JS, full songs must
be enabled for playback, and users must initiate playback and be able to navigate playback using
standard media controls such as “play,” “pause,” and “skip”, and You agree to not misrepresent
the functionality of these controls;
- You may not, and You may not permit Your end users to, download, upload, or modify any
MusicKit Content and MusicKit Content cannot be synchronized with any other content, unless
otherwise permitted by Apple in the Documentation;
- You may play MusicKit Content only as rendered by the MusicKit APIs or MusicKit JS and only
as permitted in the Documentation (e.g., album art and music-related text from the MusicKit API
may not be used separately from music playback or managing playlists);
- Metadata from users (such as playlists and favorites) may be used only to provide a service or
function that is clearly disclosed to end users and that is directly relevant to the use of Your
Application, website, or web application, as determined in Apple’s sole discretion; and
- You may use MusicKit JS only as a stand-alone library in Your Application, website, or web
application and only as permitted in the Documentation (e.g., You agree not to recombine
MusicKit JS with any other JavaScript code or separately download and re-host it).
DeviceCheck APIs:
3.3.51 If You use DeviceCheck APIs to store DeviceCheck Data, then You must provide a
mechanism for customers to contact You to reset those values, if applicable (e.g. resetting a trial
subscription or re-authorizing certain usage when a new user acquires the device). You may not
rely on the DeviceCheck Data as a single identifier of fraudulent conduct and must use the
DeviceCheck Data only in connection with other data or information, e.g., the DeviceCheck Data
cannot be the sole data point since a device may have been transferred or resold. Apple
reserves the right to delete any DeviceCheck Data at any time in its sole discretion, and You
agree not to rely on any such Data. Further, You agree not to share the DeviceCheck tokens You
receive from Apple with any third party, except a Service Provider acting on Your behalf.
Face Data:
3.3.52 If Your Application accesses Face Data, then You must do so only to provide a service or
function that is directly relevant to the use of the Application, and You agree to inform users of
Your intended uses and disclosures of Face Data by Your Application and to obtain clear and
conspicuous consent from such users before any collection or use of Face Data. Notwithstanding
anything to the contrary in Section 3.3.9, neither You nor Your Application (nor any third party
with whom You have contracted to serve advertising) may use Face Data for serving advertising
or for any other unrelated purposes. In addition:
- You may not use Face Data in a manner that will violate the legal rights of Your users (or any
third parties) or to provide an unlawful, unfair, misleading, fraudulent, improper, exploitative, or
objectionable user experience and then only in accordance with the Documentation;
- You may not use Face Data for authentication, advertising, or marketing purposes, or to
otherwise target an end-user in a similar manner;
- You may not use Face Data to build a user profile, or otherwise attempt, facilitate, or encourage
third parties to identify anonymous users or reconstruct user profiles based on Face Data;
Program Agreement
Page 28
- You agree not to transfer, share, sell, or otherwise provide Face Data to advertising platforms,
analytics providers, data brokers, information resellers or other such parties; and
- Face Data may not be shared or transferred off the user’s device unless You have obtained
clear and conspicuous consent for the transfer and the Face Data is used only in fulfilling a
specific service or function for Your Application (e.g., a face mesh is used to display an image of
the user within the Application) and only in accordance with these terms and the Documentation.
You agree to require that Your service providers use Face Data only to the limited extent
consented to by the user and only in accordance with these terms.
ClassKit APIs:
3.3.53 Your Application must not include the ClassKit APIs unless it is primarily designed to
provide educational services, and this usage is clearly evident in Your marketing text and user
interface. You agree not to submit false or inaccurate data through the ClassKit APIs or to
attempt to redefine the assigned data categories for data submitted through the ClassKit APIs
(e.g., student location data is not a supported data type and should not be submitted).
Sign In with Apple:
3.3.54 You may use Sign In with Apple in Your Corresponding Products only so long as Your
use is comparable to including Sign In with Apple in Your Application. You may not share or sell
user data obtained through Sign In with Apple to advertising platforms, data brokers, or
information resellers. If a user has chosen to anonymize their user data as part of Sign In with
Apple, You agree not to attempt to link such anonymized data with information that directly
identifies the individual and that is obtained outside of Sign In with Apple without first obtaining
user consent.
4.
Changes to Program Requirements or Terms
Apple may change the Program Requirements or the terms of this Agreement at any time. New
or modified Program Requirements will not retroactively apply to Applications already in
distribution via the App Store or Custom App Distribution; provided however that You agree that
Apple reserves the right to remove Applications from the App Store or Custom App Distribution
that are not in compliance with the new or modified Program Requirements at any time. In order
to continue using the Apple Software, Apple Certificates or any Services, You must accept and
agree to the new Program Requirements and/or new terms of this Agreement. If You do not
agree to new Program Requirements or new terms, Your use of the Apple Software, Apple
Certificates and any Services will be suspended or terminated by Apple. You agree that Your
acceptance of such new Agreement terms or Program Requirements may be signified
electronically, including without limitation, by Your checking a box or clicking on an “agree” or
similar button. Nothing in this Section shall affect Apple's rights under Section 5 (Apple
Certificates; Revocation).
5.
Apple Certificates; Revocation
5.1
Certificate Requirements
All Applications must be signed with an Apple Certificate in order to be installed on Authorized
Test Units, Registered Devices, or submitted to Apple for distribution via the App Store, Custom
App Distribution, or TestFlight. Similarly, all Passes must be signed with an Apple Certificate to
be recognized and accepted by Wallet. Safari Extensions must be signed with an Apple
Certificate to run in Safari on macOS. You must use a Website ID to send Safari Push
Notifications to the macOS desktop of users who have opted in to receive such Notifications for
Your Site through Safari on macOS. You may also obtain other Apple Certificates and keys for
other purposes as set forth herein and in the Documentation.
In relation to this, You represent and warrant to Apple that:
Program Agreement
Page 29
(a) You will not take any action to interfere with the normal operation of any Apple Certificates,
keys, or Provisioning Profiles;
(b) You are solely responsible for preventing any unauthorized person or organization from
having access to Your Apple Certificates and keys, and You will use Your best efforts to
safeguard Your Apple Certificates and keys from compromise (e.g., You will not upload Your
Apple Certificate for App Store distribution to a cloud repository for use by a third-party);
(c) You agree to immediately notify Apple in writing if You have any reason to believe there has
been a compromise of any of Your Apple Certificates or keys;
(d) You will not provide or transfer Apple Certificates or keys provided under this Program to any
third party (except for a Service Provider who is using them on Your behalf in compliance with
this Agreement and only to the limited extent expressly permitted by Apple in the Documentation
or this Agreement (e.g., You are prohibited from providing or transferring Your Apple Certificates
that are used for distribution or submission to the App Store to a Service Provider), and You will
not use Your Apple Certificates to sign any third party's application, pass, extension, notification,
implementation, or site;
(e) You will use any Apple Certificates or keys provided under this Agreement solely as permitted
by Apple and in accordance with the Documentation; and
(f) You will use Apple Certificates provided under this Program exclusively for the purpose of
signing Your Passes, signing Your Safari Extensions, signing Your Site’s registration bundle,
accessing the APN service, and/or signing Your Applications for testing, submission to Apple
and/or for limited distribution for use on Registered Devices or Authorized Test Units as
contemplated under this Program, or as otherwise permitted by Apple, and only in accordance
with this Agreement. As a limited exception to the foregoing, You may provide versions of Your
Applications to Your Service Providers to sign with their Apple-issued development certificates,
but solely for purposes of having them perform testing on Your behalf of Your Applications on
Apple-branded products running iOS, watchOS, iPadOS, and/or tvOS and provided that all such
testing is conducted internally by Your Service Providers (e.g., no outside distribution of Your
Applications) and that Your Applications are deleted within a reasonable period of time after such
testing is performed. Further, You agree that Your Service Provider may use the data obtained
from performing such testing services only for purposes of providing You with information about
the performance of Your Applications (e.g., Your Service Provider is prohibited from aggregating
Your Applications’ test results with other developers’ test results).
You further represent and warrant to Apple that the licensing terms governing Your Application,
Your Safari Extension, Your Site’s registration bundle, and/or Your Pass, or governing any third
party code or FOSS included in Your Covered Products, will be consistent with and not conflict
with the digital signing or content protection aspects of the Program or any of the terms,
conditions or requirements of the Program or this Agreement. In particular, such licensing terms
will not purport to require Apple (or its agents) to disclose or make available any of the keys,
authorization codes, methods, procedures, data or other information related to the Security
Solution, digital signing or digital rights management mechanisms or security utilized as part of
any Apple software, including the App Store. If You discover any such inconsistency or conflict,
You agree to immediately notify Apple of it and will cooperate with Apple to resolve such matter.
You acknowledge and agree that Apple may immediately cease distribution of any affected
Licensed Applications or Passes, and may refuse to accept any subsequent Application or Pass
submissions from You until such matter is resolved to Apple’s reasonable satisfaction.
5.2
Relying Party Certificates
The Apple Software and Services may also contain functionality that permits digital certificates,
either Apple Certificates or other third-party certificates, to be accepted by the Apple Software or
Services (e.g., Apple Pay) and/or to be used to provide information to You (e.g., transaction
receipts, App Attest receipts). It is Your responsibility to verify the validity of any certifications or
receipts You may receive from Apple prior to relying on them (e.g., You should verify that the
receipt came from Apple prior to any delivery of content to an end-user through the use of the InApp Purchase API). You are solely responsible for Your decision to rely on any such certificates
and receipts, and Apple will not be liable for Your failure to verify that any such certificates or
Program Agreement
Page 30
receipts came from Apple (or third parties) or for Your reliance on Apple Certificates or other
digital certificates.
5.3
Notarized Applications for macOS
To have Your macOS Application notarized, You may request a digital file for authentication of
Your Application from Apple’s digital notary service (a “Ticket”). You can use this Ticket with
Your Apple Certificate to receive an improved developer signing and user experience for Your
Application on macOS. To request this Ticket from Apple’s digital notary service, You must
upload Your Application to Apple through Apple’s developer tools (or other requested
mechanisms) for purposes of continuous security checking. This continuous security checking
will involve automated scanning, testing, and analysis of Your Application by Apple for malware or
other harmful or suspicious code or components or security flaws, and, in limited cases, a
manual, technical investigation of Your Application by Apple for such purposes. By uploading
Your Application to Apple for this digital notary service, You agree that Apple may perform such
security checks on Your Application for purposes of detecting malware or other harmful or
suspicious code or components, and You agree that Apple may retain and use Your Application
for subsequent security checks for the same purposes.
If Apple authenticates Your developer signature and Your Application passes the initial security
checks, Apple may provide You with a Ticket to use with Your Apple Certificate. Apple reserves
the right to issue Tickets in its sole discretion, and Apple may revoke Tickets at any time in its
sole discretion in the event that Apple has reason to believe, or has reasonable suspicions, that
Your Application contains malware or malicious, suspicious or harmful code or components or
that Your developer identity signature has been compromised. You may request that Apple
revoke Your Ticket at any time by emailing: product-security@apple.com. If Apple revokes Your
Ticket or Your Apple Certificate, then Your Application may no longer run on macOS.
You agree to cooperate with Apple regarding Your Ticket requests and to not hide, attempt to
bypass, or misrepresent any part of Your Application from Apple's security checks or otherwise
hinder Apple from being able to perform such security checks. You agree not to represent that
Apple has performed a security check or malware detection for Your Application or that Apple has
reviewed or approved Your Application for purposes of issuing a Ticket to You from Apple’s digital
notary service. You acknowledge and agree that Apple is performing security checks solely in
connection with Apple’s digital notary service and that such security checks should not be relied
upon for malware detection or security verification of any kind. You are fully responsible for Your
own Application and for ensuring that Your Application is safe, secure, and operational for Your
end-users (e.g., informing Your end-users that Your Application may cease to run if there is an
issue with malware). You agree to comply with export requirements in Your jurisdiction when
uploading Your Application to Apple, and You agree not to upload any Application that is: (a)
subject to International Traffic in Arms Regulations; or (b) that cannot be exported without prior
written government authorization, including, but not limited to, certain types of encryption software
and source code, without first obtaining that authorization. Apple will not be liable to You or any
third-party for any inability or failure to detect any malware or other suspicious, harmful code or
components in Your Application or other security issues, or for any ticket issuance or revocation.
Apple shall not be responsible for any costs, expenses, damages, losses or other liabilities You
may incur as a result of Your Application development, use of the Apple Software, Apple Services
(including this digital notary service), or Apple Certificates, tickets, or participation in the Program,
including without limitation the fact that Apple performs security checks on Your Application.
5.4
Certificate Revocation
Except as otherwise set forth herein, You may revoke Apple Certificates issued to You at any
time. If You want to revoke the Apple Certificates used to sign Your Passes and/or issued to You
for use with Your macOS Applications distributed outside of the App Store, You may request that
Apple revoke these Apple Certificates at any time by emailing: product-security@apple.com.
Apple also reserves the right to revoke any Apple Certificates at any time, in its sole discretion.
By way of example only, Apple may choose to do this if: (a) any of Your Apple Certificates or
Program Agreement
Page 31
corresponding private keys have been compromised or Apple has reason to believe that either
have been compromised; (b) Apple has reason to believe or has reasonable suspicions that Your
Covered Products contain malware or malicious, suspicious or harmful code or components (e.g.,
a software virus); (c) Apple has reason to believe that Your Covered Products adversely affect
the security of Apple-branded products, or any other software, firmware, hardware, data,
systems, or networks accessed or used by such products; (d) Apple’s certificate issuance
process is compromised or Apple has reason to believe that such process has been
compromised; (e) You breach any term or condition of this Agreement; (f) Apple ceases to issue
the Apple Certificates for the Covered Product under the Program; (g) Your Covered Product
misuses or overburdens any Services provided hereunder; or (h) Apple has reason to believe that
such action is prudent or necessary. Further, You understand and agree that Apple may notify
end-users of Covered Products that are signed with Apple Certificates when Apple believes such
action is necessary to protect the privacy, safety or security of end-users, or is otherwise prudent
or necessary as determined in Apple’s reasonable judgment. Apple’s Certificate Policy and
Certificate Practice Statements may be found at: http://www.apple.com/certificateauthority.
6.
Application Submission and Selection
6.1
Submission to Apple for App Store or Custom App Distribution
You may submit Your Application for consideration by Apple for distribution via the App Store or
Custom App Distribution once You decide that Your Application has been adequately tested and
is complete. By submitting Your Application, You represent and warrant that Your Application
complies with the Documentation and Program Requirements then in effect as well as with any
additional guidelines that Apple may post on the Program web portal or in App Store Connect.
You further agree that You will not attempt to hide, misrepresent or obscure any features,
content, services or functionality in Your submitted Applications from Apple's review or otherwise
hinder Apple from being able to fully review such Applications. In addition, You agree to inform
Apple in writing through App Store Connect if Your Application connects to a physical device,
including but not limited to an MFi Accessory, and, if so, to disclose the means of such
connection (whether iAP, Bluetooth Low Energy (BLE), the headphone jack, or any other
communication protocol or standard) and identify at least one physical device with which Your
Application is designed to communicate. If requested by Apple, You agree to provide access to
or samples of any such devices at Your expense (samples will not be returned). You agree to
cooperate with Apple in this submission process and to answer questions and provide information
and materials reasonably requested by Apple regarding Your submitted Application, including
insurance information You may have relating to Your Application, the operation of Your business,
or Your obligations under this Agreement. Apple may require You to carry certain levels of
insurance for certain types of Applications and name Apple as an additional insured. If You make
any changes to an Application (including to any functionality made available through use of the
In-App Purchase API) after submission to Apple, You must resubmit the Application to Apple.
Similarly all bug fixes, updates, upgrades, modifications, enhancements, supplements to,
revisions, new releases and new versions of Your Application must be submitted to Apple for
review in order for them to be considered for distribution via the App Store or Custom App
Distribution, except as otherwise permitted by Apple.
6.2
App Thinning and Bundled Resources
As part of Your Application submission to the App Store or Custom App Distribution, Apple may
optimize Your Application to target specific devices by repackaging certain functionality and
delivered resources (as described in the Documentation) in Your Application so that it will run
more efficiently and use less space on target devices (“App Thinning”). For example, Apple may
deliver only the 32-bit or 64-bit version of Your Application to a target device, and Apple may not
deliver icons or launch screens that would not render on the display of a target device. You
agree that Apple may use App Thinning to repackage Your Application in order to deliver a more
optimized version of Your Application to target devices.
Program Agreement
Page 32
As part of App Thinning, You can also request that Apple deliver specific resources for Your
Application (e.g., GPU resources) to target devices by identifying such bundled resources as part
of Your code submission (“Bundled Resources”). You can define such Bundled Resources to
vary the timing or delivery of assets to a target device (e.g., when a user reaches a certain level
of a game, then the content is delivered on-demand to the target device). App Thinning and
Bundled Resources are not available for all Apple operating systems, and Apple may continue to
deliver full Application binaries to some target devices.
6.3
iOS and iPadOS apps on Mac
If You compile Your Application for iOS or iPadOS (collectively “iOS” for purposes of this Section
6.3) and submit such Application for distribution on the App Store, You agree that Apple will make
Your Application available on both iOS and macOS via the App Store, unless You choose to opt
out of making Your Application available on macOS by following the opt out process in App Store
Connect. You agree that the foregoing applies to an Application for iOS submitted by You and
currently available on the App Store and to any future Application compiled for iOS and submitted
by You to the App Store. Notwithstanding the foregoing, such availability on the App Store will
apply only if such Application has been selected by Apple for distribution on the App Store
pursuant to Section 7 and only if such Application can function appropriately on, and be
compatible with, macOS, as determined in Apple’s sole discretion. You are responsible for
obtaining and determining if You have appropriate rights for Your Application to operate on
macOS. If You do not have such rights, You agree to opt out of making such Application
available on macOS. You are responsible for testing such Application on macOS.
6.4
Bitcode Submissions
For Application submissions to the App Store or Custom App Distribution for some Apple
operating systems (e.g., for watchOS), Apple may require You to submit an intermediate
representation of Your Application in binary file format for the LLVM compiler (“Bitcode”). You
may also submit Bitcode for other supported Apple operating systems. Such Bitcode submission
will allow Apple to compile Your Bitcode to target specific Apple-branded devices and to
recompile Your Bitcode for subsequent releases of Your Application for new Apple hardware,
software, and/or compiler changes. When submitting Bitcode, You may choose whether or not to
include symbols for Your Application in the Bitcode; however, if You do not include symbols, then
Apple will not be able to provide You with symbolicated crash logs or other diagnostic information
as set forth in Section 6.6 (Improving Your Application) below. Further, You may be required
to submit a compiled binary of Your Application with Your Bitcode.
By submitting Bitcode to Apple, You authorize Apple to compile Your Bitcode into a resulting
binary that will be targeted for specific Apple-branded devices and to recompile Your Bitcode for
subsequent rebuilding and recompiling of Your Application for updated hardware, software,
and/or compiler changes (e.g., if Apple releases a new device, then Apple may use Your Bitcode
to update Your Application without requiring resubmission). You agree that Apple may compile
such Bitcode for its own internal use in testing and improving Apple’s developer tools, and for
purposes of analyzing and improving how applications can be optimized to run on Apple’s
operating systems (e.g., which frameworks are used most frequently, how a certain framework
consumes memory, etc.). You may use Apple’s developer tools to view and test how Apple may
process Your Bitcode into machine code binary form. Bitcode is not available for all Apple
operating systems.
6.5
TestFlight Submission
If You would like to distribute Your Application to Beta Testers outside of Your company or
organization through TestFlight, You must first submit Your Application to Apple for review. By
submitting such Application, You represent and warrant that Your Application complies with the
Documentation and Program Requirements then in effect as well as with any additional
guidelines that Apple may post on the Program web portal or in App Store Connect. Thereafter,
Apple may permit You to distribute updates to such Application directly to Your Beta Testers
without Apple’s review, unless such an update includes significant changes, in which case You
Program Agreement
Page 33
agree to inform Apple in App Store Connect and have such Application re-reviewed. Apple
reserves the right to require You to cease distribution of Your Application through TestFlight,
and/or to any particular Beta Tester, at any time in its sole discretion.
6.6
Improving Your Application
Further, if Your Application is submitted for distribution via the App Store, Custom App
Distribution or TestFlight, You agree that Apple may use Your Application for the limited purpose
of compatibility testing of Your Application with Apple products and services, for finding and fixing
bugs and issues in Apple products and services and/or Your Applications, for internal use in
evaluating iOS, watchOS, tvOS, iPadOS, and/or macOS performance issues in or with Your
Application, for security testing, and for purposes of providing other information to You (e.g.,
crash logs). Except as otherwise set forth herein, You may opt in to send app symbol information
for Your Application to Apple, and if You do so, then You agree that Apple may use such symbols
to symbolicate Your Application for purposes of providing You with symbolicated crash logs and
other diagnostic information. In the event that Apple provides You with crash logs or other
diagnostic information for Your Application, You agree to use such crash logs and information
only for purposes of fixing bugs and improving the performance of Your Application and related
products. You may also collect numeric strings and variables from Your Application when it
crashes, so long as You collect such information only in an anonymous, non-personal manner
and do not recombine, correlate, or use such information to attempt to identify or derive
information about any particular end-user or device.
6.7
App Analytics
To the extent that Apple provides an Analytics service through App Store Connect for
Applications distributed through the App Store, You agree to use any data provided through such
App Analytics service solely for purposes of improving Your Applications and related products.
Further, You agree not to provide such information to any third parties, except for a Service
Provider who is assisting You in processing and analyzing such data on Your behalf and who is
not permitted to use it for any other purpose or disclose it to any other party. For clarity, You
must not aggregate (or permit any third-party to aggregate) analytics information provided to You
by Apple for Your Applications as part of this App Analytics service with other developers’
analytics information, or contribute such information to a repository for cross-developer analytics.
You must not use the App Analytics service or any analytics data to attempt to identify or derive
information about any particular end-user or device.
6.8
Compatibility Requirement with Current Shipping OS Version
Applications that are selected for distribution via the App Store must be compatible with the
currently shipping version of Apple’s applicable operating system (OS) software at the time of
submission to Apple, and such Applications must stay current and maintain compatibility with
each new release of the applicable OS version so long as such Applications are distributed
through the App Store. You understand and agree that Apple may remove Applications from the
App Store when they are not compatible with the then-current shipping release of the OS at any
time in its sole discretion.
6.9
Selection by Apple for Distribution
You understand and agree that if You submit Your Application to Apple for distribution via the App
Store, Custom App Distribution, or TestFlight, Apple may, in its sole discretion:
(a) determine that Your Application does not meet all or any part of the Documentation or
Program Requirements then in effect;
(b) reject Your Application for distribution for any reason, even if Your Application meets the
Documentation and Program Requirements; or
(c) select and digitally sign Your Application for distribution via the App Store, Custom App
Distribution, or TestFlight.
Program Agreement
Page 34
Apple shall not be responsible for any costs, expenses, damages, losses (including without
limitation lost business opportunities or lost profits) or other liabilities You may incur as a result of
Your Application development, use of the Apple Software, Apple Services, or Apple Certificates
or participation in the Program, including without limitation the fact that Your Application may not
be selected for distribution via the App Store or Custom App Distribution. You will be solely
responsible for developing Applications that are safe, free of defects in design and operation, and
comply with applicable laws and regulations. You will also be solely responsible for any
documentation and end-user customer support and warranty for such Applications. The fact that
Apple may have reviewed, tested, approved or selected an Application will not relieve You of any
of these responsibilities.
7.
Distribution of Applications and Libraries
Applications:
Applications developed under this Agreement for iOS, watchOS, iPadOS, or tvOS may be
distributed in four ways: (1) through the App Store, if selected by Apple, (2) through the Custom
App Distribution, if selected by Apple, (3) through Ad Hoc distribution in accordance with Section
7.3, and (4) for beta testing through TestFlight in accordance with Section 7.4. Applications for
macOS may be submitted to Apple for selection and distribution on the App Store, or may be
separately distributed.
7.1
Delivery of Free Licensed Applications via the App Store or Custom App
Distribution
If Your Application qualifies as a Licensed Application, it is eligible for delivery to end-users via
the App Store or Custom App Distribution by Apple and/or an Apple Subsidiary. If You would like
Apple and/or an Apple Subsidiary to deliver Your Licensed Application or authorize additional
content, functionality or services You make available in Your Licensed Application through the
use of the In-App Purchase API to end-users for free (no charge) via the App Store or Custom
App Distribution, then You appoint Apple and Apple Subsidiaries as Your legal agent and/or
commissionaire pursuant to the terms of Schedule 1 for Licensed Applications designated by You
as free-of-charge applications.
7.2
Schedule 2 and Schedule 3 for Fee-Based Licensed Applications; Receipts
If Your Application qualifies as a Licensed Application and You intend to charge end-users a fee
of any kind for Your Licensed Application or within Your Licensed Application through the use of
the In-App Purchase API, You must enter into a separate agreement (Schedule 2) with Apple
and/or an Apple Subsidiary before any such commercial distribution of Your Licensed Application
may take place via the App Store or before any such commercial delivery of additional content,
functionality or services for which You charge end-users a fee may be authorized through the use
of the In-App Purchase API in Your Licensed Application. If You would like Apple to sign and
distribute Your Application for a fee through Custom App Distribution, then You must enter into a
separate agreement (Schedule 3) with Apple and/or an Apple Subsidiary before any such
distribution may take place. To the extent that You enter (or have previously entered) into
Schedule 2 or Schedule 3 with Apple and/or an Apple Subsidiary, the terms of Schedule 2 or 3
will be deemed incorporated into this Agreement by this reference.
When an end-user installs Your Licensed Application, Apple will provide You with a transaction
receipt signed with an Apple Certificate. It is Your responsibility to verify that such certificate and
receipt were issued by Apple, as set forth in the Documentation. You are solely responsible for
Your decision to rely on any such certificates and receipts. YOUR USE OF OR RELIANCE ON
SUCH CERTIFICATES AND RECEIPTS IN CONNECTION WITH A PURCHASE OF A
LICENSED APPLICATION IS AT YOUR SOLE RISK. APPLE MAKES NO WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE, ACCURACY, RELIABILITY, SECURITY, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO SUCH APPLE
Program Agreement
Page 35
CERTIFICATES AND RECEIPTS. You agree that You will only use such receipts and certificates
in accordance with the Documentation, and that You will not interfere or tamper with the normal
operation of such digital certificates or receipts, including but not limited to any falsification or
other misuse.
7.3
Distribution on Registered Devices (Ad Hoc Distribution)
Subject to the terms and conditions of this Agreement, You may also distribute Your Applications
for iOS, watchOS, iPadOS, and tvOS to individuals within Your company, organization,
educational institution, group, or who are otherwise affiliated with You for use on a limited number
of Registered Devices (as specified on the Program web portal), if Your Application has been
digitally signed using Your Apple Certificate as described in this Agreement. By distributing Your
Application in this manner on Registered Devices, You represent and warrant to Apple that Your
Application complies with the Documentation and Program Requirements then in effect and You
agree to cooperate with Apple and to answer questions and provide information about Your
Application, as reasonably requested by Apple. You also agree to be solely responsible for
determining which individuals within Your company, organization, educational institution or
affiliated group should have access to and use of Your Applications and Registered Devices, and
for managing such Registered Devices. Apple shall not be responsible for any costs, expenses,
damages, losses (including without limitation lost business opportunities or lost profits) or other
liabilities You may incur as a result of distributing Your Applications in this manner, or for Your
failure to adequately manage, limit or otherwise control the access to and use of Your
Applications and Registered Devices. You will be responsible for attaching or otherwise
including, at Your discretion, any relevant usage terms with Your Applications. Apple will not be
responsible for any violations of Your usage terms. You will be solely responsible for all user
assistance, warranty and support of Your Applications.
7.4
TestFlight Distribution
A.
Internal Distribution to Authorized Developers and App Store Connect users
You may use TestFlight for internal distribution of pre-release versions of Your Applications to a
limited number of Your Authorized Developers or Your App Store Connect users who are
members of Your company or organization, but solely for their internal use in testing, evaluating
and/or developing Your Applications. Apple reserves the right to require You to cease distribution
of such Applications to Your Authorized Developers or Your App Store Connect users through
TestFlight, or to any particular Authorized Developer or App Store Connect user, at any time in its
sole discretion.
B.
External Distribution to Beta Testers
You may also use TestFlight for external distribution of pre-release versions of Your Applications
to a limited number of Beta Testers (as specified in App Store Connect), but solely for their
testing and evaluation of such pre-release versions of Your Applications and only if Your
Application has been approved for such distribution by Apple as set forth in Section 6.5
(TestFlight Submission). You may not charge Your Beta Testers fees of any kind to participate
in Apple’s TestFlight or for the use of any such pre-release versions. You may not use TestFlight
for purposes that are not related to improving the quality, performance, or usability of pre-release
versions of Your Application (e.g., continuous distribution of demo versions of Your Application in
an attempt to circumvent the App Store or providing trial versions of Your Applications for
purposes of soliciting favorable App Store ratings are prohibited uses). Further, if Your
Application is primarily intended for children, You must verify that Your Beta Testers are of the
age of majority in their jurisdiction. If You choose to add Beta Testers to TestFlight, then You are
assuming responsibility for any invitations sent to such end-users and for obtaining their consent
to contact them. Apple will use the email addresses that You provide through TestFlight only for
purposes of sending invitations to such end-users via TestFlight. By uploading email addresses
for the purposes of sending invites to Beta Testers, You warrant that You have an appropriate
legal basis for using such emails addresses for the purposes of sending invites. If a Beta Tester
requests that You stop contacting them (either through TestFlight or otherwise), then You agree
to promptly do so.
Program Agreement
Page 36
C.
Use of TestFlight Information
To the extent that TestFlight provides You with beta analytics information about Your end-user’s
use of pre-release versions of Your Application (e.g., installation time, frequency of an individual’s
use of an App, etc.) and/or other related information (e.g. tester suggestions, feedback,
screenshots), You agree to use such data solely for purposes of improving Your Applications and
related products. You agree not to provide such information to any third parties, except for a
Service Provider who is assisting You in processing and analyzing such data on Your behalf and
who is not permitted to use it for any other purpose or disclose it to any other party (and then only
to the limited extent not prohibited by Apple). For clarity, You must not aggregate (or permit any
third-party to aggregate) beta analytics information provided to You by Apple for Your
Applications as part of TestFlight with other developers’ beta analytics information, or contribute
such information to a repository for cross-developer beta analytics information. Further, You
must not use any beta analytics information provided through TestFlight for purposes of deanonymizing information obtained from or regarding a particular device or end-user outside of
TestFlight (e.g., You may not attempt to connect data gathered through TestFlight for a particular
end-user with information that is provided in an anonymized form through Apple’s analytics
service).
Libraries:
7.5
Distribution of Libraries
You can develop Libraries using the Apple Software. Notwithstanding anything to the contrary in
the Xcode and Apple SDKs Agreement, under this Agreement You may develop Libraries for iOS,
watchOS, iPadOS, and tvOS using the applicable Apple SDKs that are provided as part of the
Xcode and Apple SDKs license, provided that any such Libraries are developed and distributed
solely for use with an iOS Product, Apple Watch, or Apple TV and that You limit use of such
Libraries only to use with such products. If Apple determines that Your Library is not designed for
use with an iOS Product, Apple Watch, or Apple TV, then Apple may require You to cease
distribution of Your Library at any time, and You agree to promptly cease all distribution of such
Library upon notice from Apple and cooperate with Apple to remove any remaining copies of such
Library. For clarity, the foregoing limitation is not intended to prohibit the development of libraries
for macOS.
7.6
No Other Distribution Authorized Under this Agreement
Except for the distribution of freely available Licensed Applications through the App Store or
Custom App Distribution in accordance with Sections 7.1 and 7.2, the distribution of Applications
for use on Registered Devices as set forth in Section 7.2 (Ad Hoc Distribution), the distribution of
Applications for beta testing through TestFlight as set forth in Section 7.4, the distribution of
Libraries in accordance with Section 7.5, the distribution of Passes in accordance with
Attachment 5, the delivery of Safari Push Notifications on macOS, the distribution of Safari
Extensions on macOS, the distribution of Applications and libraries developed for macOS, and/or
as otherwise permitted herein, no other distribution of programs or applications developed using
the Apple Software is authorized or permitted hereunder. In the absence of a separate
agreement with Apple, You agree not to distribute Your Application for iOS Products, Apple
Watch, or Apple TV to third parties via other distribution methods or to enable or permit others to
do so. You agree to distribute Your Covered Products only in accordance with the terms of this
Agreement.
8.
Program Fees
As consideration for the rights and licenses granted to You under this Agreement and Your
participation in the Program, You agree to pay Apple the annual Program fee set forth on the
Program website, unless You have received a valid fee waiver from Apple. Such fee is nonrefundable, and any taxes that may be levied on the Apple Software, Apple Services or Your use
of the Program shall be Your responsibility. Your Program fees must be paid up and not in
Program Agreement
Page 37
arrears at the time You submit (or resubmit) Applications to Apple under this Agreement, and
Your continued use of the Program web portal and Services is subject to Your payment of such
fees, where applicable. If You opt-in to have Your annual Program fees paid on an autorenewing basis, then You agree that Apple may charge the credit card that You have on file with
Apple for such fees, subject to the terms You agree to on the Program web portal when You
choose to enroll in an auto-renewing membership.
9.
Confidentiality
9.1
Information Deemed Apple Confidential
You agree that all pre-release versions of the Apple Software and Apple Services (including prerelease Documentation), pre-release versions of Apple hardware, the FPS Deployment Package,
any terms and conditions contained herein that disclose pre-release features, and the terms and
conditions of Schedule 2 and Schedule 3 will be deemed “Apple Confidential Information”;
provided however that upon the commercial release of the Apple Software the terms and
conditions that disclose pre-release features of the Apple Software or services will no longer be
confidential. Notwithstanding the foregoing, Apple Confidential Information will not include:
(i) information that is generally and legitimately available to the public through no fault or breach
of Yours, (ii) information that is generally made available to the public by Apple, (iii) information
that is independently developed by You without the use of any Apple Confidential Information,
(iv) information that was rightfully obtained from a third party who had the right to transfer or
disclose it to You without limitation, or (v) any FOSS included in the Apple Software and
accompanied by licensing terms that do not impose confidentiality obligations on the use or
disclosure of such FOSS. Further, Apple agrees that You will not be bound by the foregoing
confidentiality terms with regard to technical information about pre-release Apple Software and
services disclosed by Apple at WWDC (Apple’s Worldwide Developers Conference), except that
You may not post screen shots of, write public reviews of, or redistribute any pre-release Apple
Software, Apple Services or hardware.
9.2
Obligations Regarding Apple Confidential Information
You agree to protect Apple Confidential Information using at least the same degree of care that
You use to protect Your own confidential information of similar importance, but no less than a
reasonable degree of care. You agree to use Apple Confidential Information solely for the
purpose of exercising Your rights and performing Your obligations under this Agreement and
agree not to use Apple Confidential Information for any other purpose, for Your own or any third
party’s benefit, without Apple's prior written consent. You further agree not to disclose or
disseminate Apple Confidential Information to anyone other than: (i) those of Your employees and
contractors, or those of Your faculty and staff if You are an educational institution, who have a
need to know and who are bound by a written agreement that prohibits unauthorized use or
disclosure of the Apple Confidential Information; or (ii) except as otherwise agreed or permitted in
writing by Apple. You may disclose Apple Confidential Information to the extent required by law,
provided that You take reasonable steps to notify Apple of such requirement before disclosing the
Apple Confidential Information and to obtain protective treatment of the Apple Confidential
Information. You acknowledge that damages for improper disclosure of Apple Confidential
Information may be irreparable; therefore, Apple is entitled to seek equitable relief, including
injunction and preliminary injunction, in addition to all other remedies.
9.3
Information Submitted to Apple Not Deemed Confidential
Apple works with many application and software developers and some of their products may be
similar to or compete with Your Applications. Apple may also be developing its own similar or
competing applications and products or may decide to do so in the future. To avoid potential
misunderstandings and except as otherwise expressly set forth herein, Apple cannot agree, and
expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with
respect to any information that You may provide in connection with this Agreement or the
Program, including but not limited to information about Your Application, Licensed Application
Information, and metadata (such disclosures will be referred to as “Licensee Disclosures”). You
Program Agreement
Page 38
agree that any such Licensee Disclosures will be non-confidential. Except as otherwise
expressly set forth herein, Apple will be free to use and disclose any Licensee Disclosures on an
unrestricted basis without notifying or compensating You. You release Apple from all liability and
obligations that may arise from the receipt, review, use, or disclosure of any portion of any
Licensee Disclosures. Any physical materials You submit to Apple will become Apple property
and Apple will have no obligation to return those materials to You or to certify their destruction.
9.4
Press Releases and Other Publicity
You may not issue any press releases or make any other public statements regarding this
Agreement, its terms and conditions, or the relationship of the parties without Apple’s express
prior written approval, which may be withheld at Apple’s discretion.
10.
Indemnification
To the extent permitted by applicable law, You agree to indemnify and hold harmless, and upon
Apple’s request, defend, Apple, its directors, officers, employees, independent contractors and
agents (each an “Apple Indemnified Party”) from any and all claims, losses, liabilities, damages,
taxes, expenses and costs, including without limitation, attorneys’ fees and court costs
(collectively, “Losses”), incurred by an Apple Indemnified Party and arising from or related to any
of the following (but excluding for purposes of this Section, any Application for macOS that is
distributed outside of the App Store and does not use any Apple Services or Certificates): (i) Your
breach of any certification, covenant, obligation, representation or warranty in this Agreement,
including Schedule 2 and Schedule 3 (if applicable); (ii) any claims that Your Covered Product or
the distribution, sale, offer for sale, use or importation of Your Covered Product (whether alone or
as an essential part of a combination), Licensed Application Information, metadata, or Pass
Information violate or infringe any third party intellectual property or proprietary rights; (iii) Your
breach of any of Your obligations under the EULA (as defined in Schedule 1 or Schedule 2 or
Schedule 3 (if applicable)) for Your Licensed Application; (iv) Apple’s permitted use, promotion or
delivery of Your Licensed Application, Licensed Application Information, Safari Push Notification,
Safari Extension (if applicable), Pass, Pass Information, metadata, related trademarks and logos,
or images and other materials that You provide to Apple under this Agreement, including
Schedule 2 or Schedule 3 (if applicable); (v) any claims, including but not limited to any end-user
claims, regarding Your Covered Products, Licensed Application Information, Pass Information, or
related logos, trademarks, content or images; or (vi) Your use (including Your Authorized
Developers’ use) of the Apple Software or services, Your Licensed Application Information, Pass
Information, metadata, Your Authorized Test Units, Your Registered Devices, Your Covered
Products, or Your development and distribution of any of the foregoing.
You acknowledge that neither the Apple Software nor any Services are intended for use in the
development of Covered Products in which errors or inaccuracies in the content, functionality,
services, data or information provided by any of the foregoing or the failure of any of the
foregoing, could lead to death, personal injury, or severe physical or environmental damage, and,
to the extent permitted by law, You hereby agree to indemnify, defend and hold harmless each
Apple Indemnified Party from any Losses incurred by such Apple Indemnified Party by reason of
any such use.
In no event may You enter into any settlement or like agreement with a third party that affects
Apple's rights or binds Apple in any way, without the prior written consent of Apple.
11.
Term and Termination
11.1
Term
The Term of this Agreement shall extend until the one (1) year anniversary of the original
activation date of Your Program account. Thereafter, subject to Your payment of annual renewal
fees and compliance with the terms of this Agreement, the Term will automatically renew for
successive one (1) year terms, unless sooner terminated in accordance with this Agreement.
Program Agreement
Page 39
11.2
Termination
This Agreement and all rights and licenses granted by Apple hereunder and any services
provided hereunder will terminate, effective immediately upon notice from Apple:
(a) if You or any of Your Authorized Developers fail to comply with any term of this Agreement
other than those set forth below in this Section 11.2 and fail to cure such breach within 30 days
after becoming aware of or receiving notice of such breach;
(b) if You or any of Your Authorized Developers fail to comply with the terms of Section 9
(Confidentiality);
(c) in the event of the circumstances described in the subsection entitled “Severability” below;
(d) if You, at any time during the Term, commence an action for patent infringement against
Apple;
(e) if You become insolvent, fail to pay Your debts when due, dissolve or cease to do business,
file for bankruptcy, or have filed against You a petition in bankruptcy; or
(f) if You engage, or encourage others to engage, in any misleading, fraudulent, improper,
unlawful or dishonest act relating to this Agreement, including, but not limited to, misrepresenting
the nature of Your submitted Application (e.g., hiding or trying to hide functionality from Apple’s
review, falsifying consumer reviews for Your Application, engaging in payment fraud, etc.).
Apple may also terminate this Agreement, or suspend Your rights to use the Apple Software or
services, if You fail to accept any new Program Requirements or Agreement terms as described
in Section 4. Either party may terminate this Agreement for its convenience, for any reason or no
reason, effective 30 days after providing the other party with written notice of its intent to
terminate.
11.3
Effect of Termination
Upon the termination of this Agreement for any reason, You agree to immediately cease all use of
the Apple Software and services and erase and destroy all copies, full or partial, of the Apple
Software and any information pertaining to the services (including Your Push Application ID) and
all copies of Apple Confidential Information in Your and Your Authorized Developers' possession
or control. At Apple’s request, You agree to provide written certification of such destruction to
Apple. Upon the expiration of the Delivery Period defined and set forth in Schedule 1, all
Licensed Applications and Licensed Application Information in Apple’s possession or control shall
be deleted or destroyed within a reasonable time thereafter, excluding any archival copies
maintained in accordance with Apple’s standard business practices or required to be maintained
by applicable law, rule or regulation. The following provisions shall survive any termination of this
Agreement: Sections 1, 2.3, 2.5, 2.6, 3.1(d), 3.1(e), 3.1(f), 3.2(d), 3.2(e), 3.2(f), 3.2(g), and 3.3,
the second paragraph of Section 5.1 (excluding the last two sentences other than the restrictions,
which shall survive), the third paragraph of Section 5.1, the last sentence of the first paragraph of
Section 5.3 and the limitations and restrictions of Section 5.3, Section 5.4, the first sentence of
and the restrictions of Section 6.6, the restrictions of Section 6.7, the second paragraph of
Section 6.9, Section 7.1 (Schedule 1 for the Delivery Period), the restrictions of Section 7.3, 7.4,
and 7.5, Section 7.6, Section 9 through14 inclusive; within Attachment 1, the last sentence of
Section 1.1, Section 2, Section 3.2 (but only for existing promotions), the second and third
sentences of Section 4, Section 5, and Section 6; within Attachment 2, Sections 1.3, 2, 3, 4, 5, 6,
and 7; within Attachment 3, Sections 1, 2 (except the second sentence of Section 2.1), 3 and 4;
within Attachment 4, Sections 1.2, 1.5, 1.6, 2, 3, and 4; within Attachment 5, Sections 2.2, 2.3, 2.4
(but only for existing promotions), 3.3, and 5; within Attachment 6, Sections 1.2, 1.3, 2, 3, and 4;
and within Attachment 7, Section 1.1 and Section 1.2. Apple will not be liable for compensation,
indemnity, or damages of any sort as a result of terminating this Agreement in accordance with its
terms, and termination of this Agreement will be without prejudice to any other right or remedy
Apple may have, now or in the future.
12.
NO WARRANTY
The Apple Software or Services may contain inaccuracies or errors that could cause failures or
loss of data and it may be incomplete. Apple and its licensors reserve the right to change,
Program Agreement
Page 40
suspend, remove, or disable access to any Services (or any part thereof) at any time without
notice. In no event will Apple or its licensors be liable for the removal of or disabling of access to
any such Services. Apple or its licensors may also impose limits on the use of or access to
certain Services, or may remove the Services for indefinite time periods or cancel the Services at
any time and in any case and without notice or liability. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT
USE OF THE APPLE SOFTWARE, SECURITY SOLUTION, AND ANY SERVICES IS AT YOUR
SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY,
PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE APPLE SOFTWARE,
SECURITY SOLUTION, AND ANY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”,
WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND APPLE, APPLE’S
AGENTS AND APPLE'S LICENSORS (COLLECTIVELY REFERRED TO AS “APPLE” FOR
THE PURPOSES OF SECTIONS 12 AND 13) HEREBY DISCLAIM ALL WARRANTIES AND
CONDITIONS WITH RESPECT TO THE APPLE SOFTWARE, SECURITY SOLUTION, AND
SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY,
TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. APPLE DOES NOT
WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLE
SOFTWARE, SECURITY SOLUTION, OR SERVICES, THAT THE APPLE SOFTWARE,
SECURITY SOLUTION, OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE
OPERATION OF THE APPLE SOFTWARE, SECURITY SOLUTION, OR THE PROVISION OF
SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT
DEFECTS OR ERRORS IN THE APPLE SOFTWARE, SECURITY SOLUTION, OR SERVICES
WILL BE CORRECTED, OR THAT THE APPLE SOFTWARE, SECURITY SOLUTION, OR
SERVICES WILL BE COMPATIBLE WITH FUTURE APPLE PRODUCTS, SERVICES OR
SOFTWARE OR ANY THIRD PARTY SOFTWARE, APPLICATIONS, OR SERVICES, OR THAT
ANY INFORMATION STORED OR TRANSMITTED THROUGH ANY APPLE SOFTWARE OR
SERVICES WILL NOT BE LOST, CORRUPTED OR DAMAGED. YOU ACKNOWLEDGE THAT
THE APPLE SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN
SITUATIONS OR ENVIRONMENTS WHERE ERRORS, DELAYS, FAILURES OR
INACCURACIES IN THE TRANSMISSION OR STORAGE OF DATA OR INFORMATION BY OR
THROUGH THE APPLE SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL
INJURY, OR FINANCIAL, PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE,
INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT
NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT
OR WEAPONS SYSTEMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
APPLE OR AN APPLE AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOT
EXPRESSLY STATED IN THIS AGREEMENT. SHOULD THE APPLE SOFTWARE, SECURITY
SOLUTION, OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL
NECESSARY SERVICING, REPAIR OR CORRECTION. Location data as well as any maps
data provided by any Services or software is for basic navigational purposes only and is not
intended to be relied upon in situations where precise location information is needed or where
erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or
environmental damage. Neither Apple nor any of its licensors guarantees the availability,
accuracy, completeness, reliability, or timeliness of location data or any other data or information
displayed by any Services or software.
13.
LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL APPLE BE
LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS
INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF
OR RELATED TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE THE APPLE
Program Agreement
Page 41
SOFTWARE, SECURITY SOLUTION, SERVICES, APPLE CERTIFICATES, OR YOUR
DEVELOPMENT EFFORTS OR PARTICIPATION IN THE PROGRAM, HOWEVER CAUSED,
WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF APPLE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE
FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. In no event shall Apple’s total liability
to You under this Agreement for all damages (other than as may be required by applicable law in
cases involving personal injury) exceed the amount of fifty dollars ($50.00).
14.
General Legal Terms
14.1
Third Party Notices
Portions of the Apple Software or Services may utilize or include third party software and other
copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are
contained in the electronic documentation for the Apple Software and Services, and Your use of
such material is governed by their respective terms.
14.2
Consent to Collection and Use of Data
A.
Pre-Release Versions of iOS, watchOS, tvOS, iPadOS, and macOS
In order to provide, test and help Apple, its partners, and third party developers improve their
products and services, and unless You or Your Authorized Developers opt out in the pre-release
versions of iOS, watchOS, tvOS, iPadOS, or macOS, as applicable, You acknowledge that Apple
and its subsidiaries and agents will be collecting, using, storing, transmitting, processing and
analyzing (collectively, “Collecting”) diagnostic, technical, and usage logs and information from
Your Authorized Test Units (that are running pre-release versions of the Apple Software and
services) as part of the developer seeding process. This information will be Collected in a form
that does not personally identify You or Your Authorized Developers and may be Collected from
Your Authorized Test Units at any time. The information that would be Collected includes, but is
not limited to, general diagnostic and usage data, various unique device identifiers, various
unique system or hardware identifiers, details about hardware and operating system
specifications, performance statistics, and data about how You use Your Authorized Test Unit,
system and application software, and peripherals, and, if Location Services is enabled, certain
location information. You agree that Apple may share such diagnostic, technical, and usage logs
and information with partners and third-party developers for purposes of allowing them to improve
their products and services that operate on or in connection with Apple-branded products. By
installing or using pre-release versions of iOS, watchOS, tvOS, iPadOS, or macOS on Your
Authorized Test Units, You acknowledge and agree that Apple and its subsidiaries and
agents have Your permission to Collect all such information and use it as set forth above
in this Section.
B.
Other Pre-Release Apple Software and Services
In order to test, provide and improve Apple’s products and services, and only if You choose to
install or use other pre-release Apple Software or Services provided as part of the developer
seeding process or Program, You acknowledge that Apple and its subsidiaries and agents may
be Collecting diagnostic, technical, usage and related information from other pre-release Apple
Software and Services. Apple will notify You about the Collection of such information on the
Program web portal, and You should carefully review the release notes and other information
disclosed by Apple in such location prior to choosing whether or not to install or use any such prerelease Apple Software or Services. By installing or using such pre-release Apple Software
and Services, You acknowledge and agree that Apple and its subsidiaries and agents have
Your permission to Collect any and all such information and use it as set forth above.
C.
Device Deployment Services
In order to set up and use the device provisioning, account authentication, and deployment
features of the Apple Software and Services, certain unique identifiers for Your computer, iOS
Products, watchOS devices, tvOS devices, and account information may be needed. These
Program Agreement
Page 42
unique identifiers may include Your email address, Your Apple ID, a hardware identifier for Your
computer, and device identifiers entered by You into the Apple Software or Services for such
Apple-branded products. Such identifiers may be logged in association with Your interaction with
the Service and Your use of these features and the Apple Software and Services. By using
these features, You agree that Apple and its subsidiaries and agents may Collect this
information for the purpose of providing the Apple Software and Services, including using
such identifiers for account verification and anti-fraud measures. If You do not want to
provide this information, do not use the provisioning, deployment or authentication features of the
Apple Software or Services.
D.
Apple Services
In order to test, provide and improve Apple’s products and services, and only if You choose to
use the Services provided hereunder (and except as otherwise provided herein), You
acknowledge that Apple and its subsidiaries and agents may be Collecting diagnostic, technical,
usage and related information from the Apple Services. Some of this information will be
Collected in a form that does not personally identify You. However, in some cases, Apple may
need to Collect information that would personally identify You, but only if Apple has a good faith
belief that such Collection is reasonably necessary to: (a) provide the Apple Services; (b) comply
with legal process or request; (c) verify compliance with the terms of this Agreement; (d) prevent
fraud, including investigating any potential technical issues or violations; or (e) protect the rights,
property, security or safety of Apple, its developers, customers or the public as required or
permitted by law. By installing or using such Apple Services, You acknowledge and agree
that Apple and its subsidiaries and agents have Your permission to Collect any and all
such information and use it as set forth in this Section. Further, You agree that Apple may
share the diagnostic, technical, and usage logs and information (excluding personally identifiable
information) with partners and third-party developers for purposes of allowing them to improve
their products and services that operate on or in connection with Apple-branded products.
E.
Privacy Policy
Data collected pursuant to this Section 14.2 will be treated in accordance with Apple’s Privacy
Policy which can be viewed at http://www.apple.com/legal/privacy.
14.3
Assignment; Relationship of the Parties
This Agreement may not be assigned, nor may any of Your obligations under this Agreement be
delegated, in whole or in part, by You by operation of law, merger, or any other means without
Apple’s express prior written consent and any attempted assignment without such consent will be
null and void. To submit a request for Apple’s consent to assignment, please email
devprograms@apple.com, or, notwithstanding Section 14.5, send a written request to Developer
Relations Customer Support, 1 Infinite Loop MS 301-1TEV Cupertino, CA, USA 95014. Except
for the agency appointment as specifically set forth in Schedule 1 (if applicable), this Agreement
will not be construed as creating any other agency relationship, or a partnership, joint venture,
fiduciary duty, or any other form of legal association between You and Apple, and You will not
represent to the contrary, whether expressly, by implication, appearance or otherwise. This
Agreement is not for the benefit of any third parties.
14.4
Independent Development
Nothing in this Agreement will impair Apple's right to develop, acquire, license, market, promote,
or distribute products or technologies that perform the same or similar functions as, or otherwise
compete with, Licensed Applications, Covered Products, or any other products or technologies
that You may develop, produce, market, or distribute.
14.5
Notices
Any notices relating to this Agreement shall be in writing, except as otherwise set forth in Section
14.3. Notices will be deemed given by Apple when sent to You at the email address or mailing
address You provided during the sign-up process. Except as set forth in Section 14.3, all notices
to Apple relating to this Agreement will be deemed given (a) when delivered personally, (b) three
Program Agreement
Page 43
business days after having been sent by commercial overnight carrier with written proof of
delivery, and (c) five business days after having been sent by first class or certified mail, postage
prepaid, to this Apple address: Apple Developer Program Licensing, Apple Inc., App Store Legal,
One Apple Park Way, 169-4ISM, Cupertino, California, 95014 U.S.A. You consent to receive
notices by email and agree that any such notices that Apple sends You electronically will satisfy
any legal communication requirements. A party may change its email or mailing address by
giving the other written notice as described above.
14.6
Severability
If a court of competent jurisdiction finds any clause of this Agreement to be unenforceable for any
reason, that clause of this Agreement shall be enforced to the maximum extent permissible so as
to effect the intent of the parties, and the remainder of this Agreement shall continue in full force
and effect. However, if applicable law prohibits or restricts You from fully and specifically
complying with, or appointing Apple and Apple Subsidiaries as Your agent under Schedule 1 or
the Sections of this Agreement entitled “Internal Use License and Restrictions”, “Your
Obligations” or “Apple Certificates; Revocation”, or prevents the enforceability of any of those
Sections or Schedule 1, this Agreement will immediately terminate and You must immediately
discontinue any use of the Apple Software as described in the Section entitled “Term and
Termination.”
14.7
Waiver and Construction
Failure by Apple to enforce any provision of this Agreement shall not be deemed a waiver of
future enforcement of that or any other provision. Any laws or regulations that provide that the
language of a contract will be construed against the drafter will not apply to this Agreement.
Section headings are for convenience only and are not to be considered in construing or
interpreting this Agreement.
14.8
Export Control
You may not use, export, re-export, import, sell, release, or transfer the Apple Software, Services,
or Documentation except as authorized by United States law, the laws of the jurisdiction in which
You obtained the Apple Software, and any other applicable laws and regulations. In particular,
but without limitation, the Apple Software, Services, and Documentation may not be exported, or
re-exported, transferred, or released (a) into any U.S. embargoed countries or (b) to anyone on
the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of
Commerce’s Denied Persons List or Entity List or any other restricted party lists. By using the
Apple Software, Services, or Documentation, You represent and warrant that You are not located
in any such country or on any such list. You also agree that You will not use the Apple Software,
Services, or Documentation for any purposes prohibited by United States law, including, without
limitation, the development, design, manufacture or production of nuclear, missile, chemical or
biological weapons. You certify that pre-release versions of the Apple Software, Services or
Documentation will only be used for development and testing purposes, and will not be rented,
sold, leased, sublicensed, assigned, or otherwise transferred. Further, You certify that You will
not transfer or export any product, process or service that is a direct product of such pre-release
Apple Software, Services, or Documentation.
14.9
Government End-users
The Apple Software and Documentation are “Commercial Items”, as that term is defined at 48
C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer
Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202,
as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4,
as applicable, the Commercial Computer Software and Commercial Computer Software
Documentation are being licensed to U.S. Government end-users (a) only as Commercial Items
and (b) with only those rights as are granted to all other end-users pursuant to the terms and
conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
14.10
Dispute Resolution; Governing Law
Program Agreement
Page 44
Any litigation or other dispute resolution between You and Apple arising out of or relating to this
Agreement, the Apple Software, or Your relationship with Apple will take place in the Northern
District of California, and You and Apple hereby consent to the personal jurisdiction of and
exclusive venue in the state and federal courts within that District with respect any such litigation
or dispute resolution. This Agreement will be governed by and construed in accordance with the
laws of the United States and the State of California, except that body of California law
concerning conflicts of law. Notwithstanding the foregoing:
(a) If You are an agency, instrumentality or department of the federal government of the United
States, then this Agreement shall be governed in accordance with the laws of the United States of
America, and in the absence of applicable federal law, the laws of the State of California will
apply. Further, and notwithstanding anything to the contrary in this Agreement (including but not
limited to Section 10 (Indemnification)), all claims, demands, complaints and disputes will be
subject to the Contract Disputes Act (41 U.S.C. §§601-613), the Tucker Act (28 U.S.C. § 1346(a)
and § 1491), or the Federal Tort Claims Act (28 U.S.C. §§ 1346(b), 2401-2402, 2671-2672, 26742680), as applicable, or other applicable governing authority. For the avoidance of doubt, if You
are an agency, instrumentality, or department of the federal, state or local government of the U.S.
or a U.S. public and accredited educational institution, then Your indemnification obligations are
only applicable to the extent they would not cause You to violate any applicable law (e.g., the
Anti-Deficiency Act), and You have any legally required authorization or authorizing statute;
(b) If You (as an entity entering into this Agreement) are a U.S. public and accredited educational
institution or an agency, instrumentality, or department of a state or local government within the
United States, then (a) this Agreement will be governed and construed in accordance with the
laws of the state (within the U.S.) in which Your entity is domiciled, except that body of state law
concerning conflicts of law; and (b) any litigation or other dispute resolution between You and
Apple arising out of or relating to this Agreement, the Apple Software, or Your relationship with
Apple will take place in federal court within the Northern District of California, and You and Apple
hereby consent to the personal jurisdiction of and exclusive venue of such District unless such
consent is expressly prohibited by the laws of the state in which Your entity is domiciled; and
(c) If You are an international, intergovernmental organization that has been conferred immunity
from the jurisdiction of national courts through Your intergovernmental charter or agreement, then
any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall
be determined by arbitration administered by the International Centre for Dispute Resolution in
accordance with its International Arbitration Rules. The place of arbitration shall be London,
England; the language shall be English; and the number of arbitrators shall be three. Upon
Apple’s request, You agree to provide evidence of Your status as an intergovernmental
organization with such privileges and immunities.
This Agreement shall not be governed by the United Nations Convention on Contracts for the
International Sale of Goods, the application of which is expressly excluded.
14.11 Entire Agreement; Governing Language
This Agreement constitutes the entire agreement between the parties with respect to the use of
the Apple Software, Apple Services and Apple Certificates licensed hereunder and, except as
otherwise set forth herein, supersedes all prior understandings and agreements regarding its
subject matter. Notwithstanding the foregoing, to the extent that You are provided with prerelease materials under the Program and such pre-release materials are subject to a separate
license agreement, You agree that the license agreement accompanying such materials in
addition to Section 9 (Confidentiality) of this Agreement shall also govern Your use of such
materials. If You have entered or later enter into the Xcode and Apple SDKs Agreement, this
Apple Developer Program License Agreement will govern in the event of any inconsistencies
between the two with respect to the same subject matter; provided, however, that this Apple
Developer Program License Agreement is not intended to prevent You from exercising any rights
granted to You in the Xcode and Apple SDKs Agreement in accordance with the terms and
conditions set forth therein. This Agreement may be modified only: (a) by a written amendment
signed by both parties, or (b) to the extent expressly permitted by this Agreement (for example,
Program Agreement
Page 45
by Apple by written or email notice to You). Any translation is provided as a courtesy to You, and
in the event of a dispute between the English and any non-English version, the English version of
this Agreement shall govern, to the extent not prohibited by local law in Your jurisdiction. If You
are located in the province of Quebec, Canada or are a government organization within France,
then the following clause applies to You: The parties hereby confirm that they have requested
that this Agreement and all related documents be drafted in English. Les parties ont exigé que le
présent contrat et tous les documents connexes soient rédigés en anglais.
Program Agreement
Page 46
Attachment 1
(to the Agreement)
Additional Terms for Apple Push Notification Service and Local Notifications
The following terms are in addition to the terms of the Agreement and apply to any use of the
APN (Apple Push Notification Service):
1.
Use of the APN and Local Notifications
1.1
You may use the APN only in Your Applications, Your Passes, and/or in sending Safari
Push Notifications to the macOS desktop of users of Your Site who have opted in to receive
Notifications through Safari on macOS. You, Your Application and/or Your Pass may access the
APN only via the APN API and only if You have been assigned a Push Application ID by Apple.
Except for a Service Provider who is assisting You with using the APN, You agree not to share
Your Push Application ID with any third party. You understand that You will not be permitted to
access or use the APN after expiration or termination of Your Agreement.
1.2
You are permitted to use the APN and the APN APIs only for the purpose of sending
Push Notifications to Your Application, Your Pass, and/or to the macOS desktop of users of Your
Site who have opted in to receive Notifications through Safari on macOS as expressly permitted
by the Agreement, the APN Documentation and all applicable laws and regulations (including all
intellectual property laws). You further agree that You must disclose to Apple any use of the APN
as part of the submission process for Your Application.
1.3
You understand that before You send an end-user any Push Notifications through the
APN, the end-user must consent to receive such Notifications. You agree not to disable, override
or otherwise interfere with any Apple-implemented consent panels or any Apple system
preferences for enabling or disabling Notification functionality. If the end-user’s consent to
receive Push Notifications is denied or later withdrawn, You may not send the end-user Push
Notifications.
2.
Additional Requirements
2.1
You may not use the APN or Local Notifications for the purpose of sending unsolicited
messages to end-users or for the purpose of phishing or spamming, including, but not limited to,
engaging in any types of activities that violate anti-spamming laws and regulations, or that are
otherwise improper, inappropriate or illegal. The APN and Local Notifications should be used for
sending relevant messages to a user that provide a benefit (e.g., a response to an end-user
request for information, provision of pertinent information relevant to the Application).
2.2
You may not use the APN or Local Notifications for the purposes of advertising, product
promotion, or direct marketing of any kind (e.g., up-selling, cross-selling, etc.), including, but not
limited to, sending any messages to promote the use of Your Application or advertise the
availability of new features or versions. Notwithstanding the foregoing, You may use the APN or
Local Notifications for promotional purposes in connection with Your Pass so long as such use is
directly related to the Pass, e.g., a store coupon may be sent to Your Pass in Wallet.
2.3
You may not excessively use the overall network capacity or bandwidth of the APN, or
unduly burden an iOS Product, Apple Watch, macOS or an end-user with excessive Push
Notifications or Local Notifications, as may be determined by Apple in its reasonable discretion.
In addition, You agree not to harm or interfere with Apple’s networks or servers, or any third party
servers or networks connected to the APN, or otherwise disrupt other developers’ use of the
APN.
2.4
You may not use the APN or Local Notifications to send material that contains any
obscene, pornographic, offensive or defamatory content or materials of any kind (text, graphics,
Program Agreement
Page 47
images, photographs, sounds, etc.), or other content or materials that in Apple’s reasonable
judgment may be found objectionable by the end-user of Your Application, Pass or Site.
2.5
You may not transmit, store or otherwise make available any material that contains
viruses or any other computer code, files or programs that may harm, disrupt or limit the normal
operation of the APN or an iOS Product, Apple Watch, or macOS, and You agree not to disable,
spoof, hack or otherwise interfere with any security, digital signing, verification or authentication
mechanisms that are incorporated in or used by the APN, or enable others to do so.
3.
Additional Terms for Website Push IDs
3.1
Subject to the terms of this Agreement, You understand and agree that Safari Push
Notifications that You send using Your Website Push ID must be sent under Your own name,
trademark or brand (e.g., a user should know that the communication is coming from Your Site)
and must include an icon, trademark, logo or other identifying mark for Your Site. You agree not
to misrepresent or impersonate another Site or entity or otherwise mislead users about the
originator of the Safari Push Notification. To the extent that You reference a third party’s
trademark or brand within Your Safari Push Notification, You represent and warrant that You
have any necessary rights.
3.2
By enabling the APN and sending Safari Push Notifications for Your Site as permitted in
this Agreement, You hereby permit Apple to use (i) screen shots of Your Safari Push Notifications
on macOS; and (ii) trademarks and logos associated with such Notifications, for promotional
purposes in Apple’s marketing materials, excluding those portions which You do not have the
right to use for promotional purposes and which You identify in writing to Apple. You also permit
Apple to use images and other materials that You may provide to Apple, at Apple’s reasonable
request, for promotional purposes in marketing materials.
4.
Delivery by the APN or via Local Notifications. You understand and agree that in
order to provide the APN and make Your Push Notifications available on iOS Products, Apple
Watch, or macOS, Apple may transmit Your Push Notifications across various public networks, in
various media, and modify or change Your Push Notifications to comply with the technical and
other requirements for connecting to networks or devices. You acknowledge and agree that the
APN is not, and is not intended to be, a guaranteed or secure delivery service, and You shall not
use or rely upon it as such. Further, as a condition to using the APN or delivering Local
Notifications, You agree not to transmit sensitive personal or confidential information belonging to
an individual (e.g., a social security number, financial account or transactional information, or any
information where the individual may have a reasonable expectation of secure transmission) as
part of any such Notification, and You agree to comply with any applicable notice or consent
requirements with respect to any collection, transmission, maintenance, processing or use of an
end-user’s personal information.
5.
Your Acknowledgements. You acknowledge and agree that:
5.1
Apple may at any time, and from time to time, with or without prior notice to You (a)
modify the APN, including changing or removing any feature or functionality, or (b) modify,
deprecate, reissue or republish the APN APIs. You understand that any such modifications may
require You to change or update Your Applications, Passes or Sites at Your own cost. Apple has
no express or implied obligation to provide, or continue to provide, the APN and may suspend or
discontinue all or any portion of the APN at any time. Apple shall not be liable for any losses,
damages or costs of any kind incurred by You or any other party arising out of or related to any
such service suspension or discontinuation or any such modification of the APN or APN APIs.
5.2
The APN is not available in all languages or in all countries and Apple makes no
representation that the APN is appropriate or available for use in any particular location. To the
Program Agreement
Page 48
extent You choose to access and use the APN, You do so at Your own initiative and are
responsible for compliance with any applicable laws, including but not limited to any local laws.
5.3
Apple provides the APN to You for Your use with Your Application, Pass, or Site, and
does not provide the APN directly to any end-user. You acknowledge and agree that any Push
Notifications are sent by You, not Apple, to the end-user of Your Application, Pass or Site, and
You are solely liable and responsible for any data or content transmitted therein and for any such
use of the APN. Further, You acknowledge and agree that any Local Notifications are sent by
You, not Apple, to the end-user of Your Application, and You are solely liable and responsible for
any data or content transmitted therein.
5.4
Apple makes no guarantees to You in relation to the availability or uptime of the APN and
is not obligated to provide any maintenance, technical or other support for the APN.
5.5
Apple reserves the right to remove Your access to the APN, limit Your use of the APN, or
revoke Your Push Application ID at any time in its sole discretion.
5.6
Apple may monitor and collect information (including but not limited to technical and
diagnostic information) about Your usage of the APN to aid Apple in improving the APN and other
Apple products or services and to verify Your compliance with this Agreement; provided however
that Apple will not access or disclose the content of any Push Notification unless Apple has a
good faith belief that such access or disclosure is reasonably necessary to: (a) comply with legal
process or request; (b) enforce the terms of this Agreement, including investigation of any
potential violation hereof; (c) detect, prevent or otherwise address security, fraud or technical
issues; or (d) protect the rights, property or safety of Apple, its developers, customers or the
public as required or permitted by law. Notwithstanding the foregoing, You acknowledge and
agree that iOS, iPadOS, macOS, and watchOS may access Push Notifications locally on a user’s
device solely for the purposes of responding to user requests and personalizing user experience
and suggestions on device.
6.
Additional Liability Disclaimer. APPLE SHALL NOT BE LIABLE FOR ANY DAMAGES
OR LOSSES ARISING FROM ANY USE OF THE APN, INCLUDING ANY INTERRUPTIONS TO
THE APN OR ANY USE OF NOTIFICATIONS, INCLUDING, BUT NOT LIMITED TO, ANY
POWER OUTAGES, SYSTEM FAILURES, NETWORK ATTACKS, SCHEDULED OR
UNSCHEDULED MAINTENANCE, OR OTHER INTERRUPTIONS.
Program Agreement
Page 49
Attachment 2
(to the Agreement)
Additional Terms for Use of the In-App Purchase API
The following terms are in addition to the terms of the Agreement and apply to any use of the InApp Purchase API in Your Application:
1.
Use of the In-App Purchase API
1.1
You may use the In-App Purchase API only to enable end-users to access or receive
content, functionality, or services that You make available for use within Your Application (e.g.,
digital books, additional game levels, access to a turn-by-turn map service). You may not use the
In-App Purchase API to offer goods or services to be used outside of Your Application.
1.2
You must submit to Apple for review and approval all content, functionality, or services
that You plan to provide through the use of the In-App Purchase API in accordance with these
terms and the processes set forth in Section 6 (Application Submission and Selection) of the
Agreement. For all submissions, You must provide the name, text description, price, unique
identifier number, and other information that Apple reasonably requests (collectively, the
“Submission Description”). Apple reserves the right to review the actual content, functionality
or service that has been described in the Submission Descriptions at any time, including, but not
limited to, in the submission process and after approval of the Submission Description by Apple.
If You would like to provide additional content, functionality or services through the In-App
Purchase API that are not described in Your Submission Description, then You must first submit a
new or updated Submission Description for review and approval by Apple prior to making such
items available through the use of the In-App Purchase API. Apple reserves the right to withdraw
its approval of content, functionality, or services previously approved, and You agree to stop
making any such content, functionality, or services available for use within Your Application.
1.3
All content, functionality, and services offered through the In-App Purchase API are
subject to the Program Requirements for Applications, and after such content, services or
functionality are added to a Licensed Application, they will be deemed part of the Licensed
Application and will be subject to all the same obligations and requirements. For clarity,
Applications that provide keyboard extension functionality may not use the In-App Purchase API
within the keyboard extension itself; however, they may continue to use the In-App Purchase API
in separate areas of the Application.
2.
Additional Restrictions
2.1
You may not use the In-App Purchase API to enable an end-user to set up a pre-paid
account to be used for subsequent purchases of content, functionality, or services, or otherwise
create balances or credits that end-users can redeem or use to make purchases at a later time.
2.2
You may not enable end-users to purchase Currency of any kind through the In-App
Purchase API, including but not limited to any Currency for exchange, gifting, redemption,
transfer, trading or use in purchasing or obtaining anything within or outside of Your Application.
“Currency” means any form of currency, points, credits, resources, content or other items or units
recognized by a group of individuals or entities as representing a particular value and that can be
transferred or circulated as a medium of exchange.
2.3
Content and services may be offered through the In-App Purchase API on a subscription
basis (e.g., subscriptions to newspapers and magazines). Rentals of content, services or
functionality through the In-App Purchase API are not allowed (e.g., use of particular content may
not be restricted to a pre-determined, limited period of time).
Program Agreement
Page 50
2.4
You may not use the In-App Purchase API to send any software updates to Your
Application or otherwise add any additional executable code to Your Application. An In-App
Purchase item must either already exist in Your Application waiting to be unlocked, be streamed
to Your Application after the In-App Purchase API transaction has been completed, or be
downloaded to Your Application solely as data after such transaction has been completed.
2.5
You may not use the In-App Purchase API to deliver any items that contain content or
materials of any kind (text, graphics, images, photographs, sounds, etc.) that in Apple’s
reasonable judgment may be found objectionable or inappropriate, for example, materials that
may be considered obscene, pornographic, or defamatory.
2.6
With the exception of items of content that an end-user consumes or uses up within Your
Application (e.g., virtual supplies such as construction materials) (a “Consumable”), any other
content, functionality, services or subscriptions delivered through the use of the In-App Purchase
API (e.g., a sword for a game) (a “Non-Consumable”) must be made available to end-users in
accordance with the same usage rules as Licensed Applications (e.g., any such content, services
or functionality must be available to all of the devices associated with an end-user’s account).
You will be responsible for identifying Consumable items to Apple and for disclosing to end-users
that Consumables will not be available for use on other devices.
3.
Your Responsibilities
3.1
For each successfully completed transaction made using the In-App Purchase API, Apple
will provide You with a transaction receipt. It is Your responsibility to verify the validity of such
receipt prior to the delivery of any content, functionality, or services to an end-user and Apple will
not be liable for Your failure to verify that any such transaction receipt came from Apple.
3.2
Unless Apple provides You with user interface elements, You are responsible for
developing the user interface Your Application will display to end-users for orders made through
the In-App Purchase API. You agree not to misrepresent, falsely claim, mislead or engage in any
unfair or deceptive acts or practices regarding the promotion and sale of items through Your use
of the In-App Purchase API, including, but not limited to, in the Licensed Application Information
and any metadata that You submit through App Store Connect. You agree to comply with all
applicable laws and regulations, including those in any jurisdictions in which You make content,
functionality, services or subscriptions available through the use of the In-App Purchase API,
including but not limited to consumer laws and export regulations.
3.3
Apple may provide hosting services for Non-Consumables that You would like to provide
to Your end-users through the use of the In-App Purchase API. Even if Apple hosts such NonConsumables on Your behalf, You are responsible for providing items ordered through the In-App
Purchase API in a timely manner (i.e., promptly after Apple issues the transaction receipt, except
in cases where You have disclosed to Your end-user that the item will be made available at a
later time) and for complying with all applicable laws in connection therewith, including but not
limited to, laws, rules and regulations related to cancellation or delivery of ordered items. You are
responsible for maintaining Your own records for all such transactions.
3.4
You will not issue any refunds to end-users of Your Application, and You agree that
Apple may issue refunds to end-users in accordance with the terms of Schedule 2.
4.
Apple Services
4.1
From time to time, Apple may choose to offer additional services and functionality relating
to In-App Purchase API transactions. Apple makes no guarantees that the In-App Purchase API
or any Services will continue to be made available to You or that they will meet Your
requirements, be uninterrupted, timely, secure or free from error, that any information that You
Program Agreement
Page 51
obtain from the In-App Purchase API or any Services will be accurate or reliable or that any
defects will be corrected.
4.2
You understand that You will not be permitted to access or use the In-App Purchase API
after expiration or termination of Your Agreement.
5.
Your Acknowledgements. You acknowledge and agree that:
Apple may at any time, and from time to time, with or without prior notice to You (a) modify the InApp Purchase API, including changing or removing any feature or functionality, or (b) modify,
deprecate, reissue or republish the In-App Purchase API. You understand that any such
modifications may require You to change or update Your Applications at Your own cost in order to
continue to use the In-App Purchase API. Apple has no express or implied obligation to provide,
or continue to provide, the In-App Purchase API or any services related thereto and may suspend
or discontinue all or any portion of thereof at any time. Apple shall not be liable for any losses,
damages or costs of any kind incurred by You or any other party arising out of or related to any
suspension, discontinuation or modification of the In-App Purchase API or any services related
thereto. Apple makes no guarantees to You in relation to the availability or uptime of the In-App
Purchase API or any other services that Apple may provide to You in connection therewith, and
Apple is not obligated to provide any maintenance, technical or other support related thereto.
Apple provides the In-App Purchase API to You for Your use with Your Application, and may
provide services to You in connection therewith (e.g., hosting services for Non-Consumable
items). Apple is not responsible for providing or unlocking any content, functionality, services or
subscriptions that an end-user orders through Your use of the In-App Purchase API. You
acknowledge and agree that any such items are made available by You, not Apple, to the enduser of Your Application, and You are solely liable and responsible for such items ordered
through the use of the In-App Purchase API and for any such use of the In-App Purchase API in
Your Application or for any use of services in connection therewith.
6.
Use of Digital Certificates for In-App Purchase. When an end-user completes a
transaction using the In-App Purchase API in Your Application, Apple will provide You with a
transaction receipt signed with an Apple Certificate. It is Your responsibility to verify that such
certificate and receipt were issued by Apple, as set forth in the Documentation. You are solely
responsible for Your decision to rely on any such certificates and receipts. YOUR USE OF OR
RELIANCE ON SUCH CERTIFICATES AND RECEIPTS IN CONNECTION WITH THE IN-APP
PURCHASE API IS AT YOUR SOLE RISK. APPLE MAKES NO WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR PURPOSE, ACCURACY, RELIABILITY, SECURITY, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO SUCH APPLE
CERTIFICATES AND RECEIPTS. You agree that You will only use such receipts and certificates
in accordance with the Documentation, and that You will not interfere or tamper with the normal
operation of such digital certificates or receipts, including but not limited to any falsification or
other misuse.
7.
Additional Liability Disclaimer. APPLE SHALL NOT BE LIABLE FOR ANY DAMAGES
OR LOSSES ARISING FROM THE USE OF THE IN-APP PURCHASE API AND ANY
SERVICES, INCLUDING, BUT NOT LIMITED TO, (I) ANY LOSS OF PROFIT (WHETHER
INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS
REPUTATION, ANY LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS, (II) ANY
CHANGES WHICH APPLE MAY MAKE TO THE IN-APP PURCHASE API OR ANY SERVICES,
OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE INAPP PURCHASE API OR ANY SERVICES (OR ANY FEATURES WITHIN THE SERVICES)
PROVIDED THEREWITH, OR (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO
PROVIDE ANY DATA TRANSMITTED BY OR THROUGH YOUR USE OF THE IN-APP
PURCHASE API OR SERVICES. It is Your responsibility to maintain appropriate alternate
backup of all Your information and data, including but not limited to any Non-Consumables that
You may provide to Apple for hosting services.
Program Agreement
Page 52
Attachment 3
(to the Agreement)
Additional Terms for the Game Center
The following terms are in addition to the terms of the Agreement and apply to any use of the
Game Center service by You or Your Application.
1.
Use of the Game Center service
1.1
You and Your Application may not connect to or use the Game Center service in any way
not expressly authorized by Apple. You agree to only use the Game Center service in
accordance with this Agreement (including this Attachment 3), the Game Center Documentation
and in accordance with all applicable laws. You understand that neither You nor Your Application
will be permitted to access or use the Game Center service after expiration or termination of Your
Agreement.
1.2
Apple may provide You with a unique identifier which is associated with an end-user’s
alias as part of the Game Center service (the “Player ID”). You agree to not display the Player ID
to the end-user or to any third party, and You agree to only use the Player ID for differentiation of
end-users in connection with Your use of the Game Center. You agree not to reverse look-up,
trace, relate, associate, mine, harvest, or otherwise exploit the Player ID, aliases or other data or
information provided by the Game Center service, except to the extent expressly permitted
herein. For example, You will not attempt to determine the real identity of an end-user.
1.3
You will only use information provided by the Game Center service as necessary for
providing services and functionality for Your Applications. For example, You will not host or
export any such information to a third party service. Further, You agree not to transfer or copy
any user information or data (whether individually or in the aggregate) obtained through the
Game Center service to a third party except as necessary for providing services and functionality
for Your Applications, and then only with express user consent and only if not otherwise
prohibited in this Agreement.
1.4
You will not attempt to gain (or enable others to gain) unauthorized use or access to the
Game Center service (or any part thereof) in any way, including but not limited to obtaining
information from the Game Center service using any method not expressly permitted by Apple.
For example, You may not use packet sniffers to intercept any communications protocols from
systems or networks connected to the Game Center, scrape any data or user information from
the Game Center, or use any third party software to collect information through the Game Center
about players, game data, accounts, or service usage patterns.
2.
Additional Restrictions
2.1
You agree not to harm or interfere with Apple’s networks or servers, or any third party
servers or networks connected to the Game Center service, or otherwise disrupt other
developers' or end-users’ use of the Game Center. You agree that, except for testing and
development purposes, You will not create false accounts through the use of the Game Center
service or otherwise use the Game Center service to misrepresent information about You or Your
Application in a way that would interfere with an end-users’ use of the Game Center service, e.g.,
creating inflated high scores through the use of cheat codes or falsifying the number of user
accounts for Your Application.
2.2
You will not institute, assist, or enable any disruptions of the Game Center, such as
through a denial of service attack, through the use of an automated process or service such as a
spider, script, or bot, or through exploiting any bug in the Game Center service or Apple Software.
You agree not to probe, test or scan for vulnerabilities in the Game Center service. You further
Program Agreement
Page 53
agree not to disable, spoof, hack, undermine or otherwise interfere with any data protection,
security, verification or authentication mechanisms that are incorporated in or used by the Game
Center service, or enable others to do so.
2.3
You will not transmit, store or otherwise make available any material that contains viruses
or any other computer code, files or programs that may harm, disrupt or limit the normal operation
of the Game Center or an iOS Product.
2.4
You agree not to use any portion of the Game Center service for sending any unsolicited,
improper or inappropriate messages to end-users or for the purpose of poaching, phishing or
spamming of Game Center users. You will not reroute (or attempt to reroute) users of the Game
Center to another service using any information You obtain through the use of the Game Center
service.
2.5
You shall not charge any fees to end-users for access to the Game Center service or for
any data or information provided therein.
2.6
To the extent that Apple permits You to manage certain Game Center features and
functionality for Your Application through App Store Connect (e.g., the ability to block fraudulent
users or eliminate suspicious leaderboard scores from Your Application’s leaderboard), You
agree to use such methods only when You have a reasonable belief that such users or scores
are the result of misleading, fraudulent, improper, unlawful or dishonest acts.
3.
Your Acknowledgements. You acknowledge and agree that:
3.1
Apple may at any time, and from time to time, with or without prior notice to You (a)
modify the Game Center service, including changing or removing any feature or functionality, or
(b) modify, deprecate, reissue or republish the Game Center APIs or related APIs. You
understand that any such modifications may require You to change or update Your Applications
at Your own cost. Apple has no express or implied obligation to provide, or continue to provide,
the Game Center service and may suspend or discontinue all or any portion of the Game Center
service at any time. Apple shall not be liable for any losses, damages or costs of any kind
incurred by You or any other party arising out of or related to any such service suspension or
discontinuation or any such modification of the Game Center service or Game Center APIs.
3.2
Apple makes no guarantees to You in relation to the availability or uptime of the Game
Center service and is not obligated to provide any maintenance, technical or other support for
such service. Apple reserves the right to remove Your access to the Game Center service at any
time in its sole discretion. Apple may monitor and collect information (including but not limited to
technical and diagnostic information) about Your usage of the Game Center service to aid Apple
in improving the Game Center and other Apple products or services and to verify Your
compliance with this Agreement.
4.
Additional Liability Disclaimer. APPLE SHALL NOT BE LIABLE FOR ANY DAMAGES
OR LOSSES ARISING FROM ANY INTERRUPTIONS TO THE GAME CENTER OR ANY
SYSTEM FAILURES, NETWORK ATTACKS, SCHEDULED OR UNSCHEDULED
MAINTENANCE, OR OTHER INTERRUPTIONS.
Program Agreement
Page 54
Attachment 4
(to the Agreement)
Additional Terms for the use of iCloud
The following terms are in addition to the terms of the Agreement and apply to Your use of the
iCloud service for software development and testing in connection with Your Application, or Web
Software.
1.
Use of iCloud
1.1
Your Applications and/or Web Software may access the iCloud service only if You have
been assigned an entitlement by Apple. You agree not to access the iCloud service, or any
content, data or information contained therein, other than through the iCloud Storage APIs,
CloudKit APIs or via the CloudKit dashboard provided as part of the Program. You agree not to
share Your entitlement with any third party or use it for any purposes not expressly permitted by
Apple. You agree to use the iCloud service, the iCloud Storage APIs, and the CloudKit APIs only
as expressly permitted by this Agreement and the iCloud Documentation, and in accordance with
all applicable laws and regulations. Further, Your Web Software is permitted to access and use
the iCloud service (e.g., to store the same type of data that is retrieved or updated in a Licensed
Application) only so long as Your use of the iCloud service in such Web Software is comparable
to Your use in the corresponding Licensed Application, as determined in Apple’s sole discretion.
In the event Apple Services permit You to use more than Your allotment of storage containers in
iCloud in order to transfer data to another container for any reason, You agree to only use such
additional container(s) for a reasonable limited time to perform such functions and not to increase
storage and transactional allotments.
1.2
You understand that You will not be permitted to access or use the iCloud service for
software development or testing after expiration or termination of Your Agreement; however endusers who have Your Applications or Web Software installed and who have a valid end-user
account with Apple to use iCloud may continue to access their user-generated documents,
private containers and files that You have chosen to store in such end-user’s account via the
iCloud Storage APIs or the CloudKit APIs in accordance with the applicable iCloud terms and
conditions and these terms. You agree not to interfere with an end-user’s ability to access iCloud
(or the end-user’s own user-generated documents, private containers and files) or to otherwise
disrupt their use of iCloud in any way and at any time. With respect to data You store in public
containers through the CloudKit APIs (whether generated by You or the end-user), Apple
reserves the right to suspend access to or delete such data, in whole or in part, upon expiration or
termination of Your Agreement, or as otherwise specified by Apple in the CloudKit dashboard.
1.3
Your Application is permitted to use the iCloud Storage APIs only for the purpose of
storage and retrieval of key value data (e.g., a list of stocks in a finance App, settings for an App)
for Your Applications and Web Software and for purposes of enabling Your end-users to access
user-generated documents and files through the iCloud service. Your Application or Web
Software application is permitted to use the CloudKit APIs for storing, retrieving, and querying of
structured data that You choose to store in public or private containers in accordance with the
iCloud Documentation. You agree not to knowingly store any content or materials via the iCloud
Storage APIs or CloudKit APIs that would cause Your Application to violate any of the iCloud
terms and conditions or the Program Requirements for Your Applications (e.g., Your Application
may not store illegal or infringing materials).
1.4
You may allow a user to access their user-generated documents and files from iCloud
through the use of Your Applications as well as from Web Software. However, You may not
share key value data from Your Application with other Applications or Web Software, unless You
are sharing such data among different versions of the same title, or You have user consent.
Program Agreement
Page 55
1.5
You are responsible for any content and materials that You store in iCloud through the
use of the CloudKit APIs and iCloud Storage APIs and must take reasonable and appropriate
steps to protect information You store through the iCloud service. With respect to third party
claims related to content and materials stored by Your end-users in Your Applications through the
use of the iCloud Storage APIs or CloudKit APIs (e.g., user-generated documents, end-user
posts in public containers), You agree to be responsible for properly handling and promptly
processing any such claims, including but not limited to Your compliance with notices sent
pursuant to the Digital Millennium Copyright Act (DMCA).
1.6
Unless otherwise expressly permitted by Apple in writing, You will not use iCloud, the
iCloud Storage APIs, CloudKit APIs, or any component or function thereof, to create, receive,
maintain or transmit any sensitive, individually-identifiable health information, including “protected
health information” (as such term is defined at 45 C.F.R § 160.103), or use iCloud in any manner
that would make Apple (or any Apple Subsidiary) Your or any third party’s “business associate”
as such term is defined at 45 C.F.R. § 160.103. You agree to be solely responsible for complying
with any reporting requirements under law or contract arising from Your breach of this Section.
2.
Additional Requirements
2.1
You understand there are storage capacity, transmission, and transactional limits for the
iCloud service, both for You as a developer and for Your end-users. If You reach or Your enduser reaches such limits, then You or Your end-user may be unable to use the iCloud service
until You or Your end-user have removed enough data from the service to meet the capacity
limits, increased storage capacity or otherwise modified Your usage of iCloud, and You or Your
end-user may be unable to access or retrieve data from iCloud during this time.
2.2
You may not charge any fees to users for access to or use of the iCloud service through
Your Applications or Web Software, and You agree not to sell access to the iCloud service in any
other way, including but not limited to reselling any part of the service. You will only use the
iCloud service in Your Application or Web Software to provide storage for an end-user who has a
valid end-user iCloud account with Apple and only for use in accordance with the terms of such
user account, except that You may use the CloudKit APIs to store of data in public containers for
access by end-users regardless of whether such users have iCloud accounts. You will not induce
any end-user to violate the terms of their applicable iCloud service agreement with Apple or to
violate any Apple usage policies for data or information stored in the iCloud service.
2.3
You may not excessively use the overall network capacity or bandwidth of the iCloud
service or otherwise burden such service with unreasonable data loads or queries. You agree
not to harm or interfere with Apple’s networks or servers, or any third party servers or networks
connected to the iCloud, or otherwise disrupt other developers' or users’ use of the iCloud
service.
2.4
You will not disable or interfere with any warnings, system settings, notices, or
notifications that are presented to an end-user of the iCloud service by Apple.
3.
Your Acknowledgements
You acknowledge and agree that:
3.1
Apple may at any time, with or without prior notice to You (a) modify the iCloud Storage
APIs or the CloudKit APIs, including changing or removing any feature or functionality, or (b)
modify, deprecate, reissue or republish such APIs. You understand that any such modifications
may require You to change or update Your Applications or Web Software at Your own cost.
Apple has no express or implied obligation to provide, or continue to provide, the iCloud service
and may suspend or discontinue all or any portion of the iCloud service at any time. Apple shall
Program Agreement
Page 56
not be liable for any losses, damages or costs of any kind incurred by You or any other party
arising out of or related to any such service suspension or discontinuation or any such
modification of the iCloud service, iCloud Storage APIs or the CloudKit APIs.
3.2
The iCloud service is not available in all languages or in all countries and Apple makes
no representation that the iCloud service is appropriate or available for use in any particular
location. To the extent You choose to provide access to the iCloud service in Your Applications
or Web Software through the iCloud Storage APIs or CloudKit APIs (e.g., to store data in a public
or private container), You do so at Your own initiative and are responsible for compliance with
any applicable laws or regulations.
3.3
Apple makes no guarantees to You in relation to the availability or uptime of the iCloud
service and is not obligated to provide any maintenance, technical or other support for the iCloud
service. Apple is not responsible for any expenditures, investments, or commitments made by
You in connection with the iCloud service, or for any use of or access to the iCloud service.
3.4
Apple reserves the right to suspend or revoke Your access to the iCloud service or
impose limits on Your use of the iCloud service at any time in Apple’s sole discretion. In addition,
Apple may impose or adjust the limit of transactions Your Applications or Web Software may
send or receive through the iCloud service or the resources or capacity that they may use at any
time in Apple’s sole discretion.
3.5
Apple may monitor and collect information (including but not limited to technical and
diagnostic information) about usage of the iCloud service through the iCloud Storage APIs,
CloudKit APIs, or CloudKit dashboard, in order to aid Apple in improving the iCloud service and
other Apple products or services; provided however that Apple will not access or disclose any
end-user data stored in a private container through CloudKit, any Application data stored in a
public container through CloudKit, or any user-generated documents, files or key value data
stored using the iCloud Storage APIs and iCloud service, unless Apple has a good faith belief that
such access, use, preservation or disclosure is reasonably necessary to comply with a legal or
regulatory process or request, or unless otherwise requested by an end-user with respect to data
stored via the iCloud Storage APIs in that end-user’s iCloud account or in that end-user’s private
container via the CloudKit APIs.
3.6
Further, to the extent that You store any personal information relating to an individual or
any information from which an individual can be identified (collectively, “Personal Data”) in the
iCloud service through the use of the iCloud Storage APIs or CloudKit APIs, You agree that Apple
(and any applicable Apple Subsidiary for purposes of this Section 3.6) will act as Your agent for
the processing, storage and handling of any such Personal Data. Apple agrees to ensure that any
persons authorized to process such Personal Data have agreed to maintain confidentiality
(whether through terms or under an appropriate statutory obligation). Apple shall have no right,
title or interest in such Personal Data solely as a result of Your use of the iCloud service. You
agree that You are solely liable and responsible for ensuring Your compliance with all applicable
laws, including privacy and data protection laws, regarding the use or collection of data and
information through the iCloud service. You are also responsible for all activity related to such
Personal Data, including but not limited to, monitoring such data and activity, preventing and
addressing inappropriate data and activity, and removing and terminating access to data. Further,
You are responsible for safeguarding and limiting access to such Personal Data by Your
personnel and for the actions of Your personnel who are permitted access to use the iCloud
service on Your behalf. Personal Data provided by You and Your users to Apple through the
iCloud service may be used by Apple only as necessary to provide and improve the iCloud
service and to perform the following actions on Your behalf. Apple shall:
(a) use and handle such Personal Data only in accordance with the instructions and permissions
from You set forth herein, as well as applicable laws, regulations, accords, or treaties. In the EEA
Program Agreement
Page 57
and Switzerland, Personal Data will be handled by Apple only in accordance with the instructions
and permissions from You set forth herein unless otherwise required by European Union or
Member State Law, in which case Apple will notify You of such other legal requirement (except in
limited cases where Apple is prohibited by law from doing so);
(b) provide You with reasonable means to manage any user access, deletion, or restriction
requests as defined in applicable law. In the event of an investigation of You arising from Your
good faith use of the iCloud service by a data protection regulator or similar authority regarding
such Personal Data, Apple shall provide You with reasonable assistance and support;
(c) notify You by any reasonable means Apple selects, without undue delay and taking account of
applicable legal requirements applying to You which mandate notification within a specific
timeframe, if Apple becomes aware that Your Personal Data has been altered, deleted or lost as
a result of any unauthorized access to the Service. You are responsible for providing Apple with
Your updated contact information for such notification purposes in accordance with the terms of
this Agreement;
(d) make available to You the information necessary to demonstrate compliance obligations set
forth in Article 28 of Regulation (EU) 2016/679 of the European Parliament and of the Council of
27 April 2016 (GDPR) and to allow for and contribute to audits required under these provisions;
provided however that You agree that Apple’s ISO 27001 and 27018 certifications shall be
considered sufficient for such required audit purposes;
(e) assist You, by any reasonable means Apple selects, in ensuring compliance with its
obligations pursuant to Articles 33 to 36 of the GDPR. If Apple receives a third party request for
information You have stored in the iCloud service, then unless otherwise required by law or the
terms of such request, Apple will notify You of its receipt of the request and notify the requester of
the requirement to address such request to You. Unless otherwise required by law or the request,
You will be responsible for responding to the request;
(f) use industry-standard measures to safeguard Personal Data during the transfer, processing
and storage of Personal Data. Encrypted Personal Data may be stored at Apple’s geographic
discretion; and
(g) ensure that where Personal Data, arising in the context of this Agreement, is transferred from
the EEA or Switzerland it is only to a third country that ensures an adequate level of protection or
using the Model Contract Clauses/Swiss Transborder Data Flow Agreement which will be
provided to You upon request if you believe that Personal Data is being transferred.
4.
Additional Liability Disclaimer. NEITHER APPLE NOR ITS SERVICE PROVIDERS
SHALL BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM ANY USE, MISUSE,
RELIANCE ON, INABILITY TO USE, INTERRUPTION, SUSPENSION OR TERMINATION OF
iCLOUD, iCLOUD STORAGE APIS, OR CLOUDKIT APIS, OR FOR ANY UNAUTHORIZED
ACCESS TO, ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, LOSS OR
FAILURE TO STORE ANY OF YOUR DATA OR ANY END-USER DATA OR ANY CLAIMS
ARISING FROM ANY USE OF THE FOREGOING BY YOUR END-USERS, INCLUDING ANY
CLAIMS REGARDING DATA PROCESSING OR INAPPROPRIATE OR UNAUTHORIZED DATA
STORAGE OR HANDLING BY YOU IN VIOLATION OF THIS AGREEMENT.
Program Agreement
Page 58
Attachment 5
(to the Agreement)
Additional Terms for Passes
The following terms are in addition to the terms of the Agreement and apply to Your development
and distribution of Passes:
1.
Pass Type ID Usage and Restrictions
You may use the Pass Type ID only for purposes of digitally signing Your Pass for use with
Wallet and/or for purposes of using the APN service with Your Pass. You may distribute Your
Pass Type ID as incorporated into Your Pass in accordance with Section 2 below only so long as
such distribution is under Your own trademark or brand. To the extent that You reference a third
party’s trademark or brand within Your Pass (e.g., a store coupon for a particular good), You
represent and warrant that You have any necessary rights. You agree not to share, provide or
transfer Your Pass Type ID to any third party (except for a Service Provider and only to the
limited extent permitted herein), nor use Your Pass Type ID to sign a third party's pass.
2.
Pass Distribution; Marketing Permissions
2.1
Subject to the terms of this Agreement, You may distribute Your Passes to end-users by
the web, email, or an Application. You understand that Passes must be accepted by such users
before they will be loaded into Wallet and that Passes can be removed or transferred by such
users at any time.
2.2
By distributing Your Passes in this manner, You represent and warrant to Apple that Your
Passes comply with the Documentation and Program Requirements then in effect and the terms
of this Attachment 5. Apple shall not be responsible for any costs, expenses, damages, losses
(including without limitation lost business opportunities or lost profits) or other liabilities You may
incur as a result of distributing Your Passes in this manner.
2.3
You agree to state on the Pass Your name and address, and the contact information
(telephone number; email address) to which any end-user questions, complaints, or claims with
respect to Your Pass should be directed. You will be responsible for attaching or otherwise
including, at Your discretion, any relevant end-user usage terms with Your Pass. Apple will not
be responsible for any violations of Your end-user usage terms. You will be solely responsible for
all user assistance, warranty and support of Your Pass. You may not charge any fees to endusers in order to use Wallet to access Your Pass.
2.4
By distributing Your Passes as permitted in this Agreement, You hereby permit Apple to
use (i) screen shots of Your Pass; (ii) trademarks and logos associated with Your Pass; and (iii)
Pass Information, for promotional purposes in marketing materials and gift cards, excluding those
portions which You do not have the right to use for promotional purposes and which You identify
in writing to Apple. You also permit Apple to use images and other materials that You may
provide to Apple, at Apple’s reasonable request, for promotional purposes in marketing materials
and gift cards.
3.
Additional Pass Requirements
3.1
Apple may provide You with templates to use in creating Your Passes, and You agree to
choose the relevant template for Your applicable use (e.g., You will not use the boarding pass
template for a movie ticket).
3.2
Passes may only operate and be displayed in Wallet, which is Apple's designated
container area for the Pass, through Wallet on the lock screen of a compatible Apple-branded
product in accordance with the Documentation.
Program Agreement
Page 59
3.3.
Notwithstanding anything else in Section 3.3.9 of the Agreement, with prior user consent,
You and Your Pass may share user and/or device data with Your Application so long as such
sharing is for the purpose of providing a service or function that is directly relevant to the use of
the Pass and/or Application, or to serve advertising in accordance with Sections 3.3.12 of the
Agreement.
3.4
If You would like to use embedded Near Field Communication (NFC) technology with
Your Pass, then You may request an Apple Certificate for the use of NFC with a Pass from the
Developer web portal. Apple will review Your request and may provide You with a separate
agreement for the use of such Apple Certificate. Apple reserves the right to not provide You with
such Apple Certificate.
4.
Apple’s Right to Review Your Pass; Revocation. You understand and agree that
Apple reserves the right to review and approve or reject any Pass that You would like to distribute
for use by Your end-users, or that is already in use by Your end-users, at any time during the
Term of this Agreement. If requested by Apple, You agree to promptly provide such Pass to
Apple. You agree not to attempt to hide, misrepresent, mislead, or obscure any features, content,
services or functionality in Your Pass from Apple's review or otherwise hinder Apple from being
able to fully review such Pass, and, You agree to cooperate with Apple and answer questions and
provide information and materials reasonably requested by Apple regarding such Pass. If You
make any changes to Your Pass after submission to Apple, You agree to notify Apple and, if
requested by Apple, resubmit Your Pass prior to any distribution of the modified Pass to Your
end-users. Apple reserves the right to revoke Your Pass Type ID and reject Your Pass for
distribution to Your end-users for any reason and at any time in its sole discretion, even if Your
Pass meets the Documentation and Program Requirements and terms of this Attachment 5; and,
in that event, You agree that You may not distribute such Pass to Your end-users.
5.
Additional Liability Disclaimer. APPLE SHALL NOT BE LIABLE FOR ANY DAMAGES
OR LOSSES ARISING FROM ANY USE, DISTRIBUTION, MISUSE, RELIANCE ON, INABILITY
TO USE, INTERRUPTION, SUSPENSION, OR TERMINATION OF WALLET, YOUR PASS
TYPE ID, YOUR PASSES, OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH,
INCLUDING BUT NOT LIMITED TO ANY LOSS OR FAILURE TO DISPLAY YOUR PASS IN
WALLET OR ANY END-USER CLAIMS ARISING FROM ANY USE OF THE FOREGOING BY
YOUR END-USERS.
Program Agreement
Page 60
Attachment 6
(to the Agreement)
Additional Terms for the use of the Apple Maps Service
The following terms are in addition to the terms of the Agreement and apply to any use of the
Apple Maps Service in Your Application, website, or web application.
1.
Use of the Maps Service
1.1
Your Application may access the Apple Maps Service only via the MapKit API or through
MapKit JS, and Your website or web application may access the Apple Maps Service only via
MapKit JS. You agree not to access the Apple Maps Service or the Map Data other than through
the MapKit API or MapKit JS, as applicable, and You agree that Your use of the Apple Maps
Service in Your Applications, websites, or web applications must comply with the Program
Requirements.
1.2
You will use the Apple Maps Service and Map Data only as necessary for providing
services and functionality for Your Application, website, or web application. You agree to use the
Apple Maps Service, MapKit API and MapKit JS only as expressly permitted by this Agreement
(including but not limited to this Attachment 6) and the MapKit and MapKit JS Documentation,
and in accordance with all applicable laws and regulations. MapKit JS may not be used in Your
website and/or application running on non-Apple hardware for the following commercial purposes:
fleet management (including dispatch), asset tracking, enterprise route optimization, or where the
primary purpose of such website and/or application is to assess vehicle insurance risk.
1.3
You acknowledge and agree that results You receive from the Apple Maps Service may
vary from actual conditions due to variable factors that can affect the accuracy of the Map Data,
such as weather, road and traffic conditions, and geopolitical events.
2.
Additional Restrictions
2.1
Neither You nor Your Application, website or web application may remove, obscure or
alter Apple’s or its licensors’ copyright notices, trademarks, logos, or any other proprietary rights
or legal notices, documents or hyperlinks that may appear in or be provided through the Apple
Maps Service.
2.2
You will not use the Apple Maps Service in any manner that enables or permits bulk
downloads or feeds of the Map Data, or any portion thereof, or that in any way attempts to
extract, scrape or reutilize any portions of the Map Data. For example, neither You nor Your
Application may use or make available the Map Data, or any portion thereof, as part of any
secondary or derived database.
2.3
Except to the extent expressly permitted herein, You agree not to copy, modify, translate,
create a derivative work of, publish or publicly display the Map Data in any way. Further, You
may not use or compare the data provided by the Apple Maps Service for the purpose of
improving or creating another mapping service. You agree not to create or attempt to create a
substitute or similar service through use of or access to the Apple Maps Service.
2.4
Your Application, website, or web application may display the Map Data only as permitted
herein, and when displaying it on a map, You agree that it will be displayed only on an Apple map
provided through the Apple Maps Service. Further, You may not surface Map Data within Your
Application, website, or web application without displaying the corresponding Apple map (e.g., if
You surface an address result through the Apple Maps Service, You must display the
corresponding map with the address result).
2.5
Unless otherwise expressly permitted in the MapKit Documentation or MapKit JS
Program Agreement
Page 61
Documentation, Map Data may not be cached, pre-fetched, or stored by You or Your Application,
website, or web application other than on a temporary and limited basis solely to improve the
performance of the Apple Maps Service with Your Application, website, or web application.
2.6
You may not charge any fees to end-users solely for access to or use of the Apple Maps
Service through Your Application, website, or web application, and You agree not to sell access
to the Apple Maps Service in any other way.
2.7
You acknowledge and agree that Apple may impose restrictions on Your usage of the
Apple Maps Service (e.g., limiting the number of transactions Your Application can make through
the MapKit API) or may revoke or remove Your access to the Apple Maps Service (or any part
thereof) at any time in its sole discretion. Further, You acknowledge and agree that results You
may receive from the Apple Maps Service may vary from actual conditions due to variable factors
that can affect the accuracy of Map Data, such as road or weather conditions.
3.
Your Acknowledgements. You acknowledge and agree that:
3.1
Apple may at any time, with or without prior notice to You (a) modify the Apple Maps
Service and/or the MapKit API or MapKit JS, including changing or removing any feature or
functionality, or (b) modify, deprecate, reissue or republish the MapKit API or MapKit JS. You
understand that any such modifications may require You to change or update Your Applications,
website, or web applications at Your own cost. Apple has no express or implied obligation to
provide, or continue to provide, the Apple Maps Service and may suspend or discontinue all or
any portion of the Apple Maps Service at any time. Apple shall not be liable for any losses,
damages or costs of any kind incurred by You or any other party arising out of or related to any
such service suspension or discontinuation or any such modification of the Apple Maps Service,
MapKit API, or MapKit JS.
3.2
The Apple Maps Service may not be available in all countries or languages, and Apple
makes no representation that the Apple Maps Service is appropriate or available for use in any
particular location. To the extent You choose to provide access to the Apple Maps Service in
Your Applications, website, or web applications or through the MapKit API or MapKit JS, You do
so at Your own initiative and are responsible for compliance with any applicable laws.
4.
Apple’s Right to Review Your MapKit JS Implementation. You understand and agree
that Apple reserves the right to review and approve or reject Your implementation of MapKit JS in
Your Application, website, or web applications, at any time during the Term of this Agreement. If
requested by Apple, You agree to promptly provide information regarding Your implementation of
MapKit JS to Apple. You agree to cooperate with Apple and answer questions and provide
information and materials reasonably requested by Apple regarding such implementation. Apple
reserves the right to revoke Your MapKit JS keys and similar credentials at any time in its sole
discretion, even if Your use of MapKit JS meets the Documentation and Program Requirements
and terms of this Attachment. By way of example only, Apple may do so if Your MapKit JS
implementation places an excessive and undue burden on the Apple Maps Service, obscures or
removes the Apple Maps logo or embedded links when displaying a map, or uses the Apple Maps
Service with corresponding offensive or illegal map content.
5.
Additional Liability Disclaimer. NEITHER APPLE NOR ITS LICENSORS OR
SERVICE PROVIDERS SHALL BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM
ANY USE, MISUSE, RELIANCE ON, INABILITY TO USE, INTERRUPTION, SUSPENSION OR
TERMINATION OF THE APPLE MAPS SERVICE, INCLUDING ANY INTERRUPTIONS DUE TO
SYSTEM FAILURES, NETWORK ATTACKS, OR SCHEDULED OR UNSCHEDULED
MAINTENANCE.
Program Agreement
Page 62
Attachment 7
(to the Agreement)
Additional Terms for Safari Extensions
The following terms are in addition to the terms of the Agreement and apply to Safari Extensions
signed with an Apple Certificate:
1.1
Safari Extension Requirements
If You would like to distribute Your Safari Extension signed with an Apple Certificate, then You
agree to abide by the following requirements for such Safari Extensions, as they may be modified
by Apple from time to time:
- Your Safari Extension must not contain any malware, malicious or harmful code, or other
internal component (e.g. computer viruses, trojan horses, “backdoors”), which could damage,
destroy, or adversely affect Apple hardware, software or services, or other third party software,
firmware, hardware, data, systems, services, or networks;
- Your Safari Extensions must not be designed or marketed for the purpose of harassing,
abusing, stalking, spamming, misleading, defrauding, threatening or otherwise violating the legal
rights (such as the rights of privacy and publicity) of others. Further, You may not create a Safari
Extension that tracks the behavior of a user (e.g., their browsing sites) without their express
consent;
- Your Safari Extension must only operate in the designated container area for the Safari
Extension, and must not disable, override or otherwise interfere with any Apple-implemented
system alerts, warnings, display panels, consent panels and the like;
- Your Safari Extension must have a single purpose and updates must not change the single
purpose of Your Safari Extension. You agree to accurately represent the features and
functionality of Your Safari Extension to the user and to act in accordance with such
representations. For example, You must not redirect user searches to a different search provider
than the one previously selected by the user in Safari without their express consent. In addition,
Your Safari Extension may not redirect a link (or any affiliate link) on a website unless that
behavior is disclosed to the user. You agree not to conceal the features or functionality of Your
Safari Extension (e.g., containing obfuscated code);
- Your Safari Extension must not be bundled with an app that has a different purpose than the
Safari Extension. Your Safari Extension must not inject ads into a website and may not display
pop up ads. You must not script or automate turning on Your Safari Extension or enable others
to do so; and
- Safari Extensions must not interfere with security, user interface, user experience, features or
functionality of Safari, macOS, iOS, or other Apple-branded products.
1.2
Compliance; Certificates. Your Safari Extensions must comply with the Documentation
and all applicable laws and regulations, including those in any jurisdictions in which such Safari
Extensions may be offered or made available. You understand that Apple may revoke the Apple
Certificates used to sign Your Safari Extensions at any time, in its sole discretion. Further, You
acknowledge and agree that Apple may block Your Safari Extension (such that it may be
unavailable or inaccessible to Safari users) if it does not comply with the requirements set forth
above in this Section 1.1 or otherwise adversely affects users of Safari or Apple-branded
products.
Program Agreement
Page 63
Schedule 1
1.
Appointment of Agent
1.1
You hereby appoint Apple and Apple Subsidiaries (collectively “Apple”) as: (i) Your agent
for the marketing and delivery of the Licensed Applications to end-users located in those
countries listed on Exhibit A, Section 1 to this Schedule 1, subject to change; and (ii) Your
commissionaire for the marketing and delivery of the Licensed Applications to end-users located
in those countries listed on Exhibit A, Section 2 to this Schedule 1, subject to change, during the
Delivery Period. The most current list of App Store countries among which You may select shall
be set forth in the App Store Connect tool and the Custom App Distribution Site and may be
updated by Apple from time to time. You hereby acknowledge that Apple will market and make
the Licensed Applications available for download by end-users, through one or more App Stores
or the Custom App Distribution Site, for You and on Your behalf. For purposes of this Schedule 1,
the following terms apply:
“Custom App” or “Custom Application” means a Licensed Application custom developed by You
for use by specific organizations or third-party business customers, including proprietary Licensed
Applications developed for Your organization’s internal use.
(a) “You” shall include App Store Connect users authorized by You to submit Licensed
Applications and associated metadata on Your behalf; and
(b) “end-user” includes individual purchasers as well as eligible users associated with their
account via Family Sharing. For institutional customers, “end-user” shall mean the individual
authorized to use the Licensed Application, the institutional administrator responsible for
management of installations on shared devices, as well as authorized institutional purchasers
themselves, including educational institutions approved by Apple, which may acquire the
Licensed Applications for use by their employees, agents, and affiliates.
(c) For the purposes of this Schedule 1, the term “Licensed Application” shall include any content,
functionality, extensions, stickers, or services offered in the software application.
“Volume Content Service” means an Apple service that offers the ability to obtain Custom
Applications and make purchases of Licensed Applications in bulk subject to the Volume Content
Terms, conditions, and requirements.
1.2
In furtherance of Apple’s appointment under Section 1.1 of this Schedule 1, You hereby
authorize and instruct Apple to:
(a) market, solicit and obtain orders on Your behalf for Licensed Applications from end-users
located in the countries identified by You in the App Store Connect tool;
(b) provide hosting services to You subject to the terms of the Agreement, in order to allow for the
storage of, and end-user access to, the Licensed Applications and to enable third party hosting of
such Licensed Applications solely as otherwise licensed or authorized by Apple;
(c) make copies of, format, and otherwise prepare Licensed Applications for acquisition and
download by end-users, including adding the Security Solution and other optimizations identified
in the Agreement;
(d) allow or, in the case of cross-border assignments of certain purchases, arrange for end-users
to access and re-access copies of the Licensed Applications, so that end-users may acquire from
You and electronically download those Licensed Applications, Licensed Application Information,
Program Agreement
Page 64
and associated metadata through one or more App Stores or the Custom App Distribution Site,
and You hereby authorize distribution of Your Licensed Applications under this Schedule 1 to
end-users with accounts associated with another end-user’s via Family Sharing. You also hereby
authorize distribution of Your Licensed Applications under this Schedule 1 for use by multiple end
users under a single Apple ID when the Licensed Application is provided to such end-users
through Apple Configurator in accordance with the Apple Configurator software license
agreement or requested by a single institutional customer via Custom App Distribution for use by
its end-users and/or for installation on devices with no associated iTunes Account that are owned
or controlled by that institutional customer in accordance with the Volume Content Terms,
conditions, and program requirements;
(e) use (i) screen shots, previews, and/or up to 30 second excerpts of the Licensed Applications;
(ii) trademarks and logos associated with the Licensed Applications; and (iii) Licensed Application
Information, for promotional purposes in marketing materials and gift cards and in connection with
vehicle displays, excluding those portions of the Licensed Applications, trademarks or logos, or
Licensed Application Information which You do not have the right to use for promotional
purposes, and which You identify in writing at the time that the Licensed Applications are
delivered by You to Apple under Section 2.1 of this Schedule 1, and use images and other
materials that You may provide to Apple, at Apple’s reasonable request, for promotional purposes
in marketing materials and gift cards and in connection with vehicle displays. In addition, and
subject to the limitation set forth above, You agree that Apple may use screen shots, icons, and
up to 30 second excerpts of Your Licensed Applications for use at Apple Developer events (e.g.,
WWDC, Tech Talks) and in developer documentation;
(f) otherwise use Licensed Applications, Licensed Application Information and associated
metadata as may be reasonably necessary in the marketing and delivery of the Licensed
Applications in accordance with this Schedule 1. You agree that no royalty or other compensation
is payable for the rights described above in Section 1.2 of this Schedule 1; and
(g) facilitate distribution of pre-release versions of Your Licensed Applications (“Beta Testing”) to
end-users designated by You in accordance with the Agreement, availability, and other program
requirements as updated from time to time in the App Store Connect tool. For the purposes of
such Beta Testing, You hereby waive any right to collect any purchase price, proceeds or other
remuneration for the distribution and download of such pre-release versions of Your Licensed
Application. You further agree that You shall remain responsible for the payment of any royalties
or other payments to third parties relating to the distribution and user of Your pre-release
Licensed Applications, as well as compliance with any and all laws for territories in which such
Beta Testing takes place. For the sake of clarity, no commission shall be owed to Apple with
respect to such distribution.
1.3
The parties acknowledge and agree that their relationship under this Schedule 1 is, and
shall be, that of principal and agent, or principal and commissionaire, as the case may be, as
described in Exhibit A, Section 1 and Exhibit A, Section 2 respectively, and that You, as principal,
are, and shall be, solely responsible for any and all claims and liabilities involving or relating to,
the Licensed Applications, as provided in this Schedule 1. The parties acknowledge and agree
that Your appointment of Apple as Your agent or commissionaire, as the case may be, under this
Schedule 1 is non-exclusive. You hereby represent and warrant that You own or control the
necessary rights in order to appoint Apple and Apple Subsidiaries as Your worldwide agent
and/or commissionaire for the delivery of Your Licensed Applications, and that the fulfillment of
such appointment by Apple and Apple Subsidiaries shall not violate or infringe the rights of any
third party.
1.4
For purposes of this Schedule 1, the “Delivery Period” shall mean the period beginning
on the Effective Date of the Agreement, and expiring on the last day of the Agreement or any
renewal thereof; provided, however, that Apple’s appointment as Your agent shall survive
expiration of the Agreement for a reasonable phase-out period not to exceed thirty (30) days and
Program Agreement
Page 65
further provided that, solely with respect to Your end-users, subsections 1.2(b), (c), and (d) of this
Schedule 1 shall survive termination or expiration of the Agreement unless You indicate
otherwise pursuant to sections 4.1 and 6.2 of this Schedule 1.
1.5
All of the Licensed Applications delivered by You to Apple under Section 2.1 of this
Schedule 1 shall be made available by Apple for download by end-users at no charge. Apple
shall have no duty to collect any fees for the Licensed Applications for any end-user and shall
have no payment obligation to You with respect to any of those Licensed Applications under this
Schedule 1. In the event that You intend to charge end-users a fee for any Licensed Application
or In-App Purchase, You must enter (or have previously entered) into a separate extension of this
agreement (Schedule 2) with Apple with respect to that Licensed Application. In the event that
You intend to charge end-users a fee for any Custom Apps, You must enter (or have previously
entered) into a separate extension of this agreement (Schedule 3) with Apple with respect to that
Custom App.
2.
Delivery of the Licensed Applications to Apple
2.1
You will deliver to Apple, at Your sole expense, using the App Store Connect tool or other
mechanism provided by Apple, the Licensed Applications, Licensed Application Information and
associated metadata, in a format and manner prescribed by Apple, as required for the delivery of
the Licensed Applications to end-users in accordance with this Schedule 1. Metadata You deliver
to Apple under this Schedule 1 will include: (i) the title and version number of each of the
Licensed Applications; (ii) the countries You designate, in which You wish Apple to allow endusers to download those Licensed Applications; (iii) the end-users You designate as authorized
downloaders of the Custom App; (iv) any copyright or other intellectual property rights notices; (v)
Your privacy policy; (vi) Your end-user license agreement (“EULA”), if any, in accordance with
Section 3.2 of this Schedule 1; and (vii) any additional metadata set forth in the Documentation
and/or the App Store Connect Tool as may be updated from time to time, including metadata
designed to enhance search and discovery for content on Apple-branded hardware.
2.2
All Licensed Applications will be delivered by You to Apple using software tools, a secure
FTP site address and/or such other delivery methods as prescribed by Apple.
2.3
You hereby certify that all of the Licensed Applications You deliver to Apple under this
Schedule 1 are authorized for export from the United States to each of the countries designated
by You under Section 2.1 hereof, in accordance with the requirements of all applicable laws,
including but not limited to the United States Export Administration Regulations, 15 C.F.R. Parts
730-774 and the International Traffic in Arms Regulations 22 C.F.R. Parts 120-130. Without
limiting the generality of this Section 2.3, You certify that (i) none of the Licensed Applications
contains, uses or supports any data encryption or cryptographic functions; or (ii) in the event that
any Licensed Application contains, uses or supports any such data encryption or cryptographic
functionality, You certify that You have complied with the United States Export Administration
Regulations, and are in possession of, and will, upon request, provide Apple with a PDF copy of
Your Encryption Registration Number (ERN), or export classification ruling (CCATS) issued by
the United States Commerce Department, Bureau of Industry and Security and PDF copies of
appropriate authorizations from other countries that mandate import authorizations for that
Licensed Application, as required. You acknowledge that Apple is relying upon Your certification
in this Section 2.3 in allowing end-users to access and download the Licensed Applications under
this Schedule 1. Except as provided in this Section 2.3, Apple will be responsible for compliance
with the requirements of the Export Administration Regulations in allowing end-users to access
and download the Licensed Applications under this Schedule 1.
2.4
You shall be responsible for determining and implementing any age ratings or parental
advisory warnings required by the applicable government regulations, ratings board(s), service(s),
or other organizations (each a “Ratings Board”) for any video, television, gaming or other content
Program Agreement
Page 66
offered in Your Licensed Application for each locality in the Territory. Where applicable, you shall
also be responsible for providing any content restriction tools or age verification functionality
before enabling end-users to access mature or otherwise regulated content within Your Licensed
Application.
3.
Ownership and End-User Licensing and Delivery of the Licensed Applications to
End Users
3.1
You acknowledge and agree that Apple, in the course of acting as agent and/or
commissionaire for You, is hosting, or pursuant to Section 1.2(b) of this Schedule 1 may enable
authorized third parties to host, the Licensed Application(s), and is allowing the download of those
Licensed Application(s) by end-users, on Your behalf. However, You are responsible for hosting
and delivering content or services sold or delivered by You using the In-App Purchase API,
except for content that is included within the Licensed Application itself (i.e., the In-App Purchase
simply unlocks the content) or content hosted by Apple pursuant to Section 3.3 of Attachment 2 of
the Agreement. The parties acknowledge and agree that Apple shall not acquire any ownership
interest in or to any of the Licensed Applications or Licensed Applications Information, and title,
risk of loss, responsibility for, and control over the Licensed Applications shall, at all times, remain
with You. Apple may not use any of the Licensed Applications or Licensed Application
Information for any purpose, or in any manner, except as specifically authorized in the Agreement
or this Schedule 1.
3.2
You may deliver to Apple Your own EULA for any Licensed Application at the time that
You deliver that Licensed Application to Apple, in accordance with Section 2.1 of this Schedule 1;
provided, however, that Your EULA must include and may not be inconsistent with the minimum
terms and conditions specified on Exhibit B to this Schedule 1 and must comply with all
applicable laws in all countries where You wish Apple to allow end-users to download that
Licensed Application. Apple shall enable each end-user to review Your EULA (if any) at the time
that Apple delivers that Licensed Application to that end-user, and Apple shall notify each enduser that the end-user’s use of that Licensed Application is subject to the terms and conditions of
Your EULA (if any). In the event that You do not furnish Your own EULA for any Licensed
Application to Apple, You acknowledge and agree that each end-user’s use of that Licensed
Application shall be subject to Apple’s standard EULA (which is part of the App Store Terms of
Service).
3.3
You hereby acknowledge that the EULA for each of the Licensed Applications is solely
between You and the end-user and conforms to applicable law, and Apple shall not be
responsible for, and shall not have any liability whatsoever under, any EULA or any breach by
You or any end-user of any of the terms and conditions of any EULA.
3.4
A Licensed Application may read or play content (magazines, newspapers, books, audio,
music, video) that is offered outside of the Licensed Application (such as, by way of example,
through Your website) provided that You do not link to or market external offers for such content
within the Licensed Application. You are responsible for authentication access to content
acquired outside of the Licensed Application.
3.5
To the extent You promote and offer in-app subscriptions, You must do so in compliance
with all legal and regulatory requirements.
3.6
If Your Licensed Application is periodical content-based (e.g., magazines and
newspapers), Apple may provide You with the name, email address, and zip code associated
with an end-user’s account when they request an auto-renewing subscription via the In-App
Purchase API, provided that such user consents to the provision of data to You, and further
provided that You may only use such data to promote Your own products and do so in strict
compliance with Your publicly posted Privacy Policy, a copy of which must be readily viewed and
Program Agreement
Page 67
is consented to in Your Licensed Application.
4.
Content Restrictions and Software Rating
4.1
You represent and warrant that: (a) You have the right to enter into this Agreement, to
reproduce and distribute each of the Licensed Applications, and to authorize Apple to permit endusers to download and use each of the Licensed Applications through one or more App Stores or
the Custom App Distribution Site; (b) none of the Licensed Applications, or Apple’s or end-users’
permitted uses of those Licensed Applications, violate or infringe any patent, copyright,
trademark, trade secret or other intellectual property or contractual rights of any other person,
firm, corporation or other entity and that You are not submitting the Licensed Applications to
Apple on behalf of one or more third parties; (c) none of the Custom Apps, or Apple’s or endusers’ permitted uses of those Custom Apps, violate or infringe any patent, copyright, trademark,
trade secret or other intellectual property or contractual rights of any other person, firm,
corporation or other entity and that You are not submitting the Custom Apps to Apple on behalf of
one or more third parties other than under license grant from one or more third parties subject to
Apple’s Volume Content Terms and/or Custom App Distribution; (d) each of the Licensed
Applications is authorized for distribution, sale and use in, export to, and import into each of the
countries designated by You under Section 2.1 of this Schedule 1, in accordance with the laws
and regulations of those countries and all applicable export/import regulations; (e) none of the
Licensed Applications contains any obscene, offensive or other materials that are prohibited or
restricted under the laws or regulations of any of the countries You designate under Section 2.1
of this Schedule 1; (f) all information You provide using the App Store Connect tool, including any
information relating to the Licensed Applications, is accurate and that, if any such information
ceases to be accurate, You will promptly update it to be accurate using the App Store Connect
tool; and (g) in the event a dispute arises over the content of Your Licensed Applications or use of
Your intellectual property on the App Store or the Custom App Distribution Site, You agree to
permit Apple to share Your contact information with the party filing such dispute and to follow
Apple’s app dispute process on a non-exclusive basis and without any party waiving its legal
rights.
4.2
You shall use the software rating tool set forth on App Store Connect to supply
information regarding each of the Licensed Applications delivered by You for marketing and
fulfillment by Apple through the App Store or the Custom App Distribution Site under this
Schedule 1 in order to assign a rating to each such Licensed Application. For purposes of
assigning a rating to each of the Licensed Applications, You shall use Your best efforts to provide
correct and complete information about the content of that Licensed Application with the software
rating tool. You acknowledge and agree that Apple is relying on: (i) Your good faith and
diligence in accurately and completely providing the requested information for each Licensed
Application; and (ii) Your representations and warranties in Section 4.1 hereof, in making that
Licensed Application available for download by end-users in each of the countries You designate
hereunder. Furthermore, You authorize Apple to correct the rating of any Licensed Application of
Yours that has been assigned an incorrect rating; and You agree to any such corrected rating.
4.3
In the event that any country You designate hereunder requires the approval of, or rating
of, any Licensed Application by any government or industry regulatory agency as a condition for
the distribution and/or use of that Licensed Application, You acknowledge and agree that Apple
may elect not to make that Licensed Application available for download by end-users in that
country from any App Stores or the Custom App Distribution Site.
5.
Responsibility and Liability
5.1
Apple shall have no responsibility for the installation and/or use of any of the Licensed
Applications by any end-user. You shall be solely responsible for any and all product warranties,
end-user assistance and product support with respect to each of the Licensed Applications.
Program Agreement
Page 68
5.2
You shall be solely responsible for, and Apple shall have no responsibility or liability
whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and
expenses arising from, or attributable to, the Licensed Applications and/or the use of those
Licensed Applications by any end-user, including, but not limited to: (i) claims of breach of
warranty, whether specified in the EULA or established under applicable law; (ii) product liability
claims; and (iii) claims that any of the Licensed Applications and/or the end-user’s possession or
use of those Licensed Applications infringes the copyright or other intellectual property rights of
any third party.
6.
Termination
6.1
This Schedule 1, and all of Apple’s obligations hereunder, shall terminate upon the
expiration or termination of the Agreement.
6.2
In the event that You no longer have the legal right to distribute the Licensed
Applications, or to authorize Apple to allow access to those Licensed Applications by end-users,
in accordance with this Schedule 1, You shall promptly notify Apple and withdraw those Licensed
Applications from the App Store or the Custom App Distribution Site using the tools provided on
the App Store Connect site; provided, however, that such withdrawal by You under this Section
6.2 shall not relieve You of any of Your obligations to Apple under this Schedule 1, or any liability
to Apple and/or any end-user with respect to those Licensed Applications.
6.3
Apple reserves the right to cease marketing, offering, and allowing download by endusers of the Licensed Applications at any time, with or without cause, by providing notice of
termination to You. Without limiting the generality of this Section 6.3, You acknowledge that
Apple may cease allowing download by end-users of some or all of the Licensed Applications, or
take other interim measures in Apple’s sole discretion, if Apple reasonably believes that: (i) those
Licensed Applications are not authorized for export to one or more of the countries designated by
You under Section 2.1 hereof, in accordance with the Export Administration Regulations; (ii)
those Licensed Applications and/or any end-user’s possession and/or use of those Licensed
Applications, infringe patent, copyright, trademark, trade secret or other intellectual property rights
of any third party; (iii) the distribution and/or use of those Licensed Applications violates any
applicable law in any country You designate under Section 2.1 of this Schedule 1; or (iv) You
have violated the terms of the Agreement, this Schedule 1, or other documentation including
without limitation the App Store Review Guidelines. An election by Apple to cease allowing
download of any Licensed Applications, pursuant to this Section 6.3, shall not relieve You of Your
obligations under this Schedule 1.
6.4
You may withdraw any or all of the Licensed Applications from the App Store or the
Custom App Distribution Site, at any time, and for any reason, by using the tools provided on the
App Store Connect site, except that, with respect to Your end-users, You hereby authorize and
instruct Apple to fulfill sections 1.2(b), (c), and (d) of this Schedule 1, which shall survive
termination or expiration of the Agreement unless You indicate otherwise pursuant to sections 4.1
and 6.2 of this Schedule 1.
7.
Legal Consequences
The relationship between You and Apple established by this Schedule 1 may have important
legal consequences for You. You acknowledge and agree that it is Your responsibility to consult
with Your legal advisors with respect to Your legal obligations hereunder.
Program Agreement
Page 69
EXHIBIT A
(to Schedule 1)
1.
Apple as Agent
You appoint Apple Canada, Inc. (“Apple Canada”) as Your agent for the marketing and end-user
download of the Licensed Applications by end-users located in the following country:
Canada
You appoint Apple Pty Limited (“APL”) as Your agent for the marketing and end-user download of
the Licensed Applications by end-users located in the following countries:
Australia
New Zealand
You appoint Apple Inc. as Your agent pursuant to California Civil Code §§ 2295 et seq. for the
marketing and end-user download of the Licensed Applications by end-users located in the
following countries, as updated from time to time via the App Store Connect site:*
Argentina
Anguilla
Antigua & Barbuda
Cayman Islands
Chile
Colombia
Guatemala
Honduras
Jamaica
Bahamas
Barbados
Costa Rica
Dominica
Mexico
Montserrat
St. Kitts & Nevis
St. Lucia
St. Vincent & The
Grenadines
Suriname
Trinidad & Tobago
Belize
Bermuda
Bolivia
Brazil
British Virgin Islands
Dominican Republic
Ecuador
El Salvador
Grenada
Guyana
Nicaragua
Panama
Paraguay
Peru
Turks & Caicos
Uruguay
Venezuela
United States
* Upon notice to You of the effective date by Apple, You shall appoint Apple Services LATAM
LLC as Your agent pursuant to California Civil Code §§ 2295 et seq. for the marketing and EndUser download of the Licensed Applications by End-Users located in the countries identified
above, except the United States, as updated from time to time via the App Store Connect site.
You appoint iTunes KK as Your agent pursuant to Article 643 of the Japanese Civil Code for the
marketing and end-user download of the Licensed Applications by end-users located in the
following country:
Japan
2.
Apple as Commissionaire
You appoint Apple Distribution International Ltd. as Your commissionaire for the marketing and
end-user download of the Licensed Applications by end-users located in the following countries,
as updated from time to time via the App Store Connect site. For the purposes of this Agreement,
“commissionaire” means an agent who purports to act on his own behalf and concludes
agreements in his own name but acts on behalf of other persons, as generally recognized in
many Civil Law legal systems
Afghanistan
Gabon
Malawi
Saudi Arabia
Program Agreement
Page 70
Albania
Algeria
Angola
Armenia
Austria
Azerbaijan
Bahrain
Belarus
Belgium
Benin
Bhutan
Bosnia and
Herzegovina
Botswana
Brunei
Bulgaria
Burkina-Faso
Cambodia
Cameroon
Cape Verde
Chad
China
Congo (Democratic
Republic of)
Congo (Republic of)
Cote d’Ivoire
Croatia
Cyprus
Czech Republic
Denmark
Egypt
Estonia
Fiji
Finland
France
Gambia
Georgia
Germany
Ghana
Greece
Guinea-Bissau
Hong Kong
Hungary
Iceland
India
Indonesia
Iraq
Malaysia
Maldives
Mali
Malta, Republic of
Mauritania
Mauritius
Micronesia, Fed States of
Moldova
Mongolia
Montenegro
Morocco
Mozambique
Senegal
Serbia
Seychelles
Sierra Leone
Singapore
Slovakia
Slovenia
Solomon Islands
South Africa
Spain
Sri Lanka
Swaziland
Ireland
Israel
Italy
Jordan
Kazakhstan
Kenya
Korea
Kosovo
Kuwait
Kyrgyzstan
Myanmar
Namibia
Nauru
Nepal
Netherlands
Niger
Nigeria
Norway
Oman
Pakistan
Sweden
Switzerland
Taiwan
Tajikistan
Tanzania
Thailand
Tonga
Tunisia
Turkey
Turkmenistan
Laos
Latvia
Lebanon
Liberia
Libya
Lithuania
Luxembourg
Macau
Macedonia
Madagascar
Palau
Papua New Guinea
Philippines
Poland
Portugal
Qatar
Romania
Russia
Rwanda
Sao Tome e Principe
UAE
Uganda
Ukraine
United Kingdom
Uzbekistan
Vanuatu
Vietnam
Yemen
Zambia
Zimbabwe
Program Agreement
Page 71
EXHIBIT B
(to Schedule 1)
Instructions for Minimum Terms of Developer’s
End-User License Agreement
1.
Acknowledgement: You and the end-user must acknowledge that the EULA is
concluded between You and the end-user only, and not with Apple, and You, not Apple, are
solely responsible for the Licensed Application and the content thereof. The EULA may not
provide for usage rules for Licensed Applications that are in conflict with, the App Store Terms of
Service as of the Effective Date (which You acknowledge You have had the opportunity to
review).
2.
Scope of License: The license granted to the end-user for the Licensed Application
must be limited to a non-transferable license to use the Licensed Application on any Applebranded Products that the end-user owns or controls and as permitted by the Usage Rules set
forth in the App Store Terms of Service, except that such Licensed Application may be accessed,
acquired, and used by other accounts associated with the purchaser via Family Sharing or
volume purchasing.
3.
Maintenance and Support: You must be solely responsible for providing any
maintenance and support services with respect to the Licensed Application, as specified in the
EULA, or as required under applicable law. You and the end-user must acknowledge that Apple
has no obligation whatsoever to furnish any maintenance and support services with respect to the
Licensed Application.
4.
Warranty: You must be solely responsible for any product warranties, whether express
or implied by law, to the extent not effectively disclaimed. The EULA must provide that, in the
event of any failure of the Licensed Application to conform to any applicable warranty, the enduser may notify Apple, and Apple will refund the purchase price for the Licensed Application to
that end-user; and that, to the maximum extent permitted by applicable law, Apple will have no
other warranty obligation whatsoever with respect to the Licensed Application, and any other
claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any
warranty will be Your sole responsibility.
5.
Product Claims: You and the end-user must acknowledge that You, not Apple, are
responsible for addressing any claims of the end-user or any third party relating to the Licensed
Application or the end-user’s possession and/or use of that Licensed Application, including, but
not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to
conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer
protection or similar legislation. The EULA may not limit Your liability to the end-user beyond what
is permitted by applicable law.
6.
Intellectual Property Rights: You and the end-user must acknowledge that, in the
event of any third party claim that the Licensed Application or the end-user’s possession and use
of that Licensed Application infringes that third party’s intellectual property rights, You, not Apple,
will be solely responsible for the investigation, defense, settlement and discharge of any such
intellectual property infringement claim.
7.
Legal Compliance: The end-user must represent and warrant that (i) he/she is not
located in a country that is subject to a U.S. Government embargo, or that is on Title 15, Part 740
Supplement 1 Country Group E of the U.S. Code of Federal Regulations; and (ii) he/she is not
listed on any U.S. Government list of prohibited or restricted parties.
8.
Developer Name and Address: You must state in the EULA Your name and address,
and the contact information (telephone number; E-mail address) to which any end-user questions,
Program Agreement
Page 72
complaints or claims with respect to the Licensed Application should be directed.
9.
Third Party Terms of Agreement: You must state in the EULA that the end-user must
comply with applicable third party terms of agreement when using Your Application, e.g., if You
have a VoIP application, then the end-user must not be in violation of their wireless data service
agreement when using Your Application.
10.
Third Party Beneficiary: You and the end-user must acknowledge and agree that
Apple, and Apple’s subsidiaries, are third party beneficiaries of the EULA, and that, upon the enduser’s acceptance of the terms and conditions of the EULA, Apple will have the right (and will be
deemed to have accepted the right) to enforce the EULA against the end-user as a third party
beneficiary thereof.
Program Agreement
Page 73
EXHIBIT C
(to Schedule 1)
App Store Promo Code Terms
Notwithstanding any other provisions of the Agreement or this Schedule 1, You hereby agree that
the following terms shall apply to all promotional Custom Codes requested by You via the App
Store Connect tool. For the purposes of this Exhibit C, “You” shall include additional members of
Your App Store Connect team (e.g. individuals in the marketing and technical roles).
Except as otherwise expressed in writing herein, nothing in this Exhibit C shall be construed to
modify the Agreement or this Schedule 1 in any way, and all capitalized terms not defined below
shall have the meanings set forth in the Program Agreement.
1.
DEFINITIONS:
“Holder” means an individual located in a Territory to whom You provide one or more Custom
Codes;
“Custom Code” means a unique alphanumeric code generated and provided to You by Apple
pursuant to this Exhibit C which allows a Holder who is an App Store customer to download or
access for free from the App Store the Licensed Application for which You have requested such
code via the App Store Connect tool, whether offered for free or for a fee on the App Store (the
“Promo Content”); and
“Effective Period” means the period between the Custom Code Activation Date and the Custom
Code Expiration Date.
2.
AUTHORIZATION AND OBLIGATIONS: You hereby authorize and instruct Apple to
provide You with Custom Codes upon request, pursuant to the terms of this Exhibit C, and You
take full responsibility for ensuring that any team member that requests such codes shall abide by
the terms of this Exhibit C. You shall be responsible for securing all necessary licenses and
permissions relating to use of the Custom Codes and the Licensed Application, including any
uses by You of the name(s) or other indicia of the Licensed Application, or name(s) or likenesses
of the person(s) performing or otherwise featured in the Licensed Application, in any advertising,
marketing, or other promotional materials, in any and all media. Apple reserves the right to
request and receive copies of such licenses and permissions from You, at any time, during the
Effective Period.
3.
NO PAYMENT: Except for Your obligations set forth in Section 10 of this Exhibit C, You
are not obligated to pay Apple any commission for the Custom Codes.
4.
DELIVERY: Upon request by You via the App Store Connect tool, Apple shall provide the
Custom Codes electronically to You via App Store Connect, email, or other method as may be
indicated by Apple.
5.
CUSTOM CODE ACTIVATION DATE: Custom Codes will become active for use by
Holders upon delivery to You.
6.
CUSTOM CODE EXPIRATION DATE: All unused Custom Codes, whether or not applied
to an Apple ID, expire at midnight 11:59 PT on the earlier of: (a) the date that is twenty-eight (28)
days after the delivery of the Custom Codes; or (b) the termination of the Agreement.
7.
PERMITTED USE: You may distribute the Custom Codes until that date which is ten (10)
calendar days prior to the Custom Code Expiration Date solely for the purpose of offering
instances of the app for media review or promotional purposes. You may not distribute the
Program Agreement
Page 74
Custom Codes to Holders in any Territory in which You are not permitted to sell or distribute Your
Licensed Application.
8.
ADDITIONAL MATERIALS: Apple shall not be responsible for developing and
producing any materials in relation to the Custom Codes other than the Custom Codes
themselves.
9.
REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION: You represent and
warrant that: (i) You own or control all rights necessary to make the grant of rights, licenses, and
permissions listed in Section 2, and that the exercise of such rights, licenses, and permissions
shall not violate or infringe the rights of any third party, and (ii) any use of the Custom Codes shall
be in accordance with the terms of this Exhibit C and shall not infringe any third party rights or
violate any applicable laws, directives, rules, and regulations of any governmental authority in the
Territory or anywhere else in the world. You agree to indemnify and hold Apple, its subsidiaries
and affiliates (and their respective directors, officers, and employees) harmless from all losses,
liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) resulting from
any claims, demands, actions, or other proceedings arising from a breach of the representations
and warranties set for h in this Section, or a breach of any other term of the Agreement and this
Schedule 1.
10.
PAYMENT WAIVER: You hereby waive any right to collect any royalties, proceeds, or
remuneration for the distribution and download of the Licensed Application via the Custom
Codes, regardless of whether any remuneration would otherwise be payable under the
Agreement, including Schedule 1 thereto, if applicable. The parties acknowledge that, as
between Apple and You, the parties’ respective responsibilities for the payment of any royalties or
other similar payments to third parties with respect to distribution and download of the Licensed
Application via the Custom Codes shall be as set forth in the Agreement.
11.
TERMS AND CONDITIONS: You further agree to the following terms:
(a) You shall not sell the Custom Codes or accept any form of payment, trade-in-kind, or other
compensation in connection with the distribution of the Custom Codes and You shall prohibit third
parties from doing so.
(b) Nothing in this Exhibit C shall cause the parties to become partners, joint venturers or coowners, nor shall either party constitute an agent, employee, or representative of the other, or
empower the other party to act for, bind, or otherwise create or assume any obligation on its
behalf, in connection with any transaction under this Exhibit C; provided, however, that nothing in
this Section 11(b) shall affect, impair, or modify either of the Parties’ respective rights and
obligations, including the agency or commissionaire relationship between them under Schedules
1, 2, and 3 of the Agreement.
(c) You shall prominently disclose any content age restrictions or warnings legally required in the
Territories and ensure that Custom Codes are distributed only to persons of an age appropriate
and consistent with the App Store rating for the associated Licensed Application.
(d) You shall conduct Yourself in an honest and ethical manner and shall not make any
statement, orally or in writing, or do any act or engage in any activity that is obscene, unlawful, or
encourages unlawful or dangerous conduct, or that may disparage, denigrate, or be detrimental
to Apple or its business.
(e) Apple shall not be responsible for providing any technical or customer support to You or
Holders above what Apple provides to standard or ordinary App Store users.
(f) You agree to the additional Custom Code Terms and Conditions attached hereto as
Attachment 1.
Program Agreement
Page 75
(g) YOU SHALL INCLUDE THE COUNTRY SPECIFIC CODE USER TERMS AS WELL AS THE
EXPIRATION DATE OF THE CUSTOM CODE ON ANY INSTRUMENT USED TO DISTRIBUTE
THE CUSTOM CODE TO HOLDERS (E.G. CERTIFICATE, CARD, EMAIL, ETC). YOU SHALL
RECEIVE AN EMAIL WITH THIS INFORMATION LOCALIZED FOR EACH TERRITORY UPON
REQUESTING THE CUSTOM CODES IN THE APP STORE CONNECT TOOL.
Code expires on [date] and is redeemable only on the App Store for [territory]. Requires an
iTunes account, subject to prior acceptance of license and usage terms. Compatible software
and hardware, and internet access (fees may apply) required. Not for resale. Full terms apply;
see [www.apple.com/legal/internet-services/us/terms.html]. For more information, see
www.apple.com/support/ In-app purchases sold separately. This app is provided to You by
[Developer’s name].
(h) You shall be solely responsible for Your use of the Custom Codes, including any use by other
members of Your App Store Connect team, and for any loss or liability to You or Apple therefrom.
(i) In the event Your Licensed Application is removed from the App Store for any reason, You
agree to cease distribution of the Custom Codes and that Apple may deactivate such Custom
Codes.
(j) You agree that Apple shall have the right to deactivate the Custom Codes, even if already
delivered to Holders, in the event You violate any of the terms of this Exhibit C, the Agreement, or
Schedules 1, 2, or 3 thereto.
(k) You may distribute the Custom Codes within the Territories, but agree that You shall not
export any Custom Code for use outside the Territories nor represent that You have the right or
ability to do so. Risk of loss and transfer of title for the Custom Codes pass to You upon delivery
to You within App Store Connect, via email, or other method provided by Apple.
12.
APPLE TRADEMARKS: Your use of Apple trademarks in connection with the Custom
Codes is limited only to “iTunes” and “App Store” (the “Marks”) subject to the following and any
additional guidelines Apple may issue from time to time:
(a) You may use the Marks only during the Effective Period
(b) You shall submit any advertising, marketing, promotional or other materials, in any and all
media now known or hereinafter invented, incorporating the Marks to Apple prior to use for written
approval. Any such materials not expressly approved in writing by Apple shall be deemed
disapproved by Apple.
(c) You may only use the Marks in a referential manner and may not use the Marks as the most
prominent visual element in any materials. Your company name, trademark(s), or service
mark(s) should be significantly larger than any reverence to the Marks.
(d) You may not directly or indirectly suggest Apple’s sponsorship, affiliation, or endorsement of
You, Your Licensed Applications, or any promotional activities for which You are requesting the
Custom Codes.
(e) You acknowledge that the Marks are the exclusive property of Apple and agree not to claim
any right, title, or interest in or to the Marks or at any time challenge or attack Apple’s rights in the
Marks. Any goodwill resulting from Your use of the Marks shall inure solely to the benefit of
Apple and shall not create any right, title, or interest for You in the Marks.
13.
GOVERNING LAW: Any litigation or other dispute resolution between You and Apple
arising out of or relating to this Exhibit C or facts relating thereto shall be governed by Section
14.10 of the Agreement.
Program Agreement
Page 76
Attachment 1
(to Exhibit C of Schedule 1)
Custom Code Terms and Conditions
1.
All Custom Codes delivered pursuant to this Exhibit C, whether or not applied to an App
Store account, expire as indicated in this Exhibit C.
2.
Custom Codes, and unused balances, are not redeemable for cash and cannot be
returned for a cash refund, exchanged, or used to purchase any other merchandise, or provide
allowances or iTunes Gifts by either You or Holder. This includes Custom Codes that have
expired unused.
3.
Custom Codes may only be redeemed through the App Store in the Territory, open only
to persons in the Territory with a valid Apple ID. Not all App Store products may be available in all
Territories. Internet access (fees may apply), the latest version of iTunes software, and other
compatible software and hardware are required.
4.
Access to, redemption of Custom Codes on, or purchases from, and use of products
purchased on, the App Store, are subject to acceptance of its Terms of Service presented at the
time of redemption or purchase, and found at http://www.apple.com/legal/itunes/ww/.
5.
Latest version of iTunes software required to access the App Store, and can be
downloaded at no charge at www.apple.com/itunes/download/. Use of iTunes software is subject
to acceptance of its software license agreement presented at the time of installation. The
minimum system requirements for running the software are available at
www.apple.com/itunes/download/.
6.
Custom Codes will be placed in the Holder’s applicable iTunes account and are not
transferable.
7.
If a Holder’s order exceeds the amount available on the Custom Codes, Holder must
establish an iTunes Store Purchaser account and pay for the balance with a credit card.
8.
Except as stated otherwise, data collection and use are subject to Apple’s Privacy Policy,
which can be found at http://www.apple.com/legal/privacy.
9.
Apple is not responsible for lost or stolen Custom Codes. If Holders have any questions,
they may visit Apple’s iTunes Store Purchaser Service at www.apple.com/support/itunes/.
10.
Apple reserves the right to close Holder accounts and request alternative forms of
payment if Custom Codes are fraudulently obtained or used on the App Store.
11.
APPLE AND ITS LICENSEES, AFFILIATES, AND LICENSORS MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO CUSTOM CODES OR THE APP
STORE, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT A
CUSTOM CODE IS NON-FUNCTIONAL, HOLDER’S OR COMPANY’S SOLE REMEDY, AND
APPLE’S SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH CUSTOM CODE.
THESE LIMITATIONS MAY NOT APPLY. CERTAIN LOCAL AND TERRITORY LAWS DO NOT
ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF
CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE
DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU OR HOLDER
MAY ALSO HAVE ADDITIONAL RIGHTS.
12.
Apple reserves the right to change any of the terms and conditions set forth in this
Attachment 1 from time to time without notice.
13.
Any part of these terms and conditions may be void where prohibited or restricted by law.
Program Agreement
Page 77
EXHIBIT D
(to Schedule 1)
Additional App Store Terms
1.
Discoverability on the App Store: The discoverability of Your Licensed Application in
the App Store depends on several factors, and Apple is under no obligation to display, feature, or
rank Your Licensed Application in any particular manner or order in the App Store.
(a) The main parameters used for app ranking and discoverability are text relevance, such as
using an accurate title, adding relevant keywords/metadata, and selecting descriptive categories
in the Licensed Application; customer behavior relating to the number and quality of ratings and
reviews and application downloads; date of launch in the App Store may also be considered for
relevant searches; and whether You have violated any rules promulgated by Apple. These main
parameters deliver the most relevant results to customer search queries.
(b) When considering apps to feature in the App Store, our editors look for high-quality apps
across all categories, with a particular focus on new apps and apps with significant updates. The
main parameters that our editors consider are UI design, user experience, innovation and
uniqueness, localizations, accessibility, App Store product page screenshots, app previews, and
descriptions; and additionally for games, gameplay, graphics and performance, audio, narrative
and story depth, ability to replay, and gameplay controls. These main parameters showcase
high-quality, well-designed, and innovative apps.
(c) If You use an Apple service for paid promotion of Your app on the App Store, Your app may
be presented in a promotional placement on the Search results page and designated as
advertising content.
To learn more about app discoverability, visit https://developer.apple.com/appstore/discoverability/.
2.
Access to App Store Data
You can access data concerning your Licensed Application’s financial performance and user
engagement in App Store Connect by using App Analytics, Sales and Trends, and Payments and
Financial Reports. Specifically, You can obtain all of Your Licensed Application’s financial results
for individual app sales and in-app purchases (including subscriptions) in Sales and Trends, or
download the data from Financial Reports; and You can view App Analytics for non-personally
identifiable data that allows You to understand how consumers engage with your Licensed
Applications. More information can be found at https://developer.apple.com/app-store/measuringapp-performance/. App Analytics data is provided only with the consent of our customers. For
more information, see https://developer.apple.com/app-store-connect/analytics/. Apple does not
provide You with access to personal or other data provided by or generated through use of the
App Store by other developers; nor does Apple provide other developers with access to personal
or other data provided by or generated through Your use of the App Store. Such data sharing
would conflict with Apple’s Privacy Policy, and with our customers’ expectations about how Apple
treats their data. You can seek to collect information from customers directly, so long as such
information is collected in a lawful manner, and You follow the App Store Review Guidelines.
Apple handles personal and non-personal information as outlined in Apple’s Privacy Policy.
Information about Apple’s access to and practices concerning developer and customer data can
be found in “App Store & Privacy,” accessible at https://support.apple.com/en-us/HT210584.
Apple may provide some non-personal information to strategic partners that work with Apple to
provide our products and services, help Apple market to customers, and sell ads on Apple’s
behalf to display in the App Store and Apple News and Stocks. Such partners are obligated to
protect that information and may be located wherever Apple operates.
Program Agreement
Page 78
3.
P2B Regulation Complaints and Mediation for EU
These provisions become effective 12 July 2020.
Developers established in, and which offer goods or services to customer located in, the
European Union may submit complaints pursuant to the Regulation of the European Parliament
and of the Council on promoting fairness and transparency for business users of online
intermediation services (“P2B Regulation”) related to the following issues at
developer.apple.com/contact: (a) Apple’s alleged non-compliance with any obligations set forth in
the P2B Regulation which affect You in the European Union; (b) technological issues relating
directly to distribution of Your Licensed Application on the App Store in the European Union that
affect You; or (c) measures taken by or behavior of Apple relating directly to distribution of Your
Licensed Application on the App Store in the European Union that affect You. Apple will consider
and process such complaints and communicate the outcome to You.
Pursuant to the P2B Regulation, Apple identifies the following panel of mediators with which
Apple is willing to engage to attempt to reach an agreement with developers established in, and
which offer goods or services to customer located in, the European Union on the settlement, out
of court, of any disputes between Apple and You arising in relation to the provision of the App
Store services concerned, including complaints that could not be resolved by means of our
complaint-handling system:
Centre for Effective Dispute Resolution
P2B Panel of Mediators
70 Fleet Street
London
EC4Y 1EU
United Kingdom
https://www.cedr.com/p2bmediation/
EP5613
6/22/2020
Program Agreement
Page 79
Exhibit B
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
ÿ
^_ ÿ#$ÿb)eÿ'& gb
_a%bc db f )b) h
"
ij kmop msr ÿ ovwxzrtqr ÿo jokxozr ÿr}tsy |xj nÿ~ÿw ÿ
jÿnÿq r tsu ÿ n ÿ n tsj w x{ÿ|kÿ yo m x ÿoow okxou
q yo p
t m
r
t w
tr |uÿ~ÿooÿowoÿ ÿÿkxÿ oij ÿ woq ksw ÿuÿropu smy|}mu
r wmoxor |n n mn uu ÿ junÿmÿnvrtwmÿtr ÿr ÿtnr
t
} ik o zq
r
t
w
tt y
q x
q
t
owu
ÿn xw kwÿoow okmy
woumÿÿttrokÿ oq nw ÿnÿÿnu
pkko ÿ xrÿ |xj nÿr ÿ nÿ rm}xw ÿkn uoÿ momk
w mm o o o
vo
oq
u ÿoow oÿnÿnoum wÿotro ÿnsm nz ÿnÿtyumÿw ÿn
t y |xj n ÿxs ÿ
ÿ j n pyjw n
okÿ moopu ÿ u mo
o
pou sm jÿnq ÿ junÿr ÿ rÿÿoj y nur ÿÿy xoÿwpr
nmt ÿj k ÿ oij ÿ womyvmuwq xÿw ÿr okmyw n tot kkÿw ÿm
r wu
u
s r
} ÿw o uw nj ÿ xs uqw s ÿ on|o jwok t~
oprt rÿ ÿ jvtÿoÿ n qu ÿ tvÿnpkÿpx
y m x u qo
!#% ' # "
"$& ()
%
*+ ÿ/12 ÿ4 53,7ÿ+ ÿ 3;94ÿÿ0 6ÿÿ ÿ 2ÿ ÿ4A1 ÿÿ@,,3 4 2 ,84/ ,<
,. 00.30 06ÿ89,:3 ÿ 7,0<=3,>?,?@ 99 37 0,@<8ÿB ,0 5 ÿ ÿ<4
2
<
7
, 7
9ÿ,ÿ3 <@ 1@., 97 3 4/ 0 ÿ 4@6 ,,7 ,<9ÿ,< 5 ,
%'#3
;" ÿ %#'ÿ* ÿ 6 * -1'ÿ5 4%'* 41 * &-ÿ2+,'4ÿ''" '(/%ÿ'".&8
/'. 4&(% 84 5 "" +(4%ÿ&ÿ"ÿ' '%-%%- -ÿ 8 2-) &ÿ 3, ÿ.''
'
'
3 % "
%ÿ*' 4-/' 4.&- 48# '6 ((ÿ"ÿ@/)'ÿ ÿ.'ÿ*+' *(.&A%B-3D# +9
(% ÿ*+' *ÿ ÿ/+ ÿ(ÿ%'> &'% -9 ".&' 4-/' 4ÿ ÿ & %ÿ 8"
4 "+ '
?
7'
4
"
E3 'F+"9 * ÿ ++1 8?-ÿ '%+* > 2' " &8 6 /' 44 *"
) & ( &% 8B& - ' ÿ+ G) &4 (ÿ +7ÿ#ÿ" # *%+ ÿ*
ÿ 2' '
" H'
"
4
8 2-) & ) ->" 4ÿ%*/"'% " 4' 4-/' 4>
''" '> )'6 /ÿ - &ÿ &ÿ, #ÿ*+' *(
%
"'
I'5 ) ÿ5 (ÿ#8 -'ÿ')3 #(+4 54'D) ÿ 2' )" '(ÿ* ÿ5 4% )"%(% 8
ÿ" '4''1 +'+ (5 -ÿ" ÿ%-5" 1 ÿ5 ÿ )H'+7ÿ&6 (9 84%ÿ) &2-ÿ*
*
ÿ
%
&J6+* ÿ' +ÿ" ((' 4% &(ÿ5 ÿ" &> +ÿÿÿ2* ÿ" # *L ' % ) ÿ&(*+1
'' 4 (&/%*6 * +4*ÿ6" (4', %8ÿ (+%-+18 6 /' 4ÿ 7ÿ) ()'' 4
"
K5 ( +
*
*
* 7ÿ# (+* ÿ 3&( -+ÿ' &-(%ÿ* ÿ+ > '5 ) ÿ" &% )7+ÿ& 1 &4+> ÿ2
' M '4 (/%ÿ'#4** 7ÿ#'ÿ4% 34 ÿ &% (3 #ÿ) ÿ -4+ 'ÿ5(ÿ - '
"
ÿ
/' B
-1
I'"
4+ÿ4.ÿ "ÿ* ÿ" "ÿ %ÿ" ÿ"ÿ N'&%-ÿ&+1" &, (ÿ ÿ&%'4', (ÿ-4"/ÿ
5((#." 9 85 * &75 43 #8 > &ÿ' - 43* ÿ#ÿ'44 6' 4ÿ5 ÿ'4)%.& +
4 %
I' 3
"
*
4'7"-ÿ &3 #4ÿ@ &(ÿ" &4-*(% 8/%'%-+1ÿ "
5 ÿ & . ÿ" ÿ ')'(3 #ÿ%' 4ÿ* ÿ 0ÿÿ2* 9" >
8" "
+ 4
OPRPU VWV YZ
QSÿR ÿ X [
K ÿ')3 #ÿ) ÿ) &2- "%ÿ/" 4-ÿ() (+-9'+7ÿ5 ÿ" */+(' (-48
"5 -ÿ" &% )% )"%ÿ ÿ(( "53%ÿ" (,'ÿ 2' 4'6 //" ÿ (4) ÿ('
1
&
+
, -7ÿ5 46 *(" 8 7*4'&2' )" '("ÿ& 1 &%&J6+*ÿ +ÿ" ( Nÿ' -6 ÿ5
'" 4%ÿ% ÿ-7ÿ" ÿ5 ÿ'+7ÿ&6 (ÿ&4+ 'ÿÿ'' 4 > (8 '*4&)% '4'
1
" K5
1 +'+'ÿ&1 %% 4'% )"%9 #ÿ 0* ÿ#'3 #6 *6 ' 0''3+ /ÿ*4'-4+ÿÿ" 8
#8 - ("ÿ# &*' ÿ) &2-, 4/%+1( &ÿ" ÿ% ÿ5 6ÿ2&ÿ' " ÿ5 ÿ(ÿ %1 "
*
ÿ
4
+(
(%4ÿÿ" &% )* ÿ* 'ÿ# 6+* ÿ(+4* ' ÿ&3 #&ÿ"-* 'ÿ6+'3( ) "4 1+ÿÿ 4&>. #ÿ) ÿ"- 1 &.* 4 (%ÿ ' 8 8"ÿ" N'* ÿ 1 &% 4 -ÿ# ) &+ ÿ947+
\3
"
" *
"
2
* 4+ , ÿ' 28." 4'D) ÿ "'ÿ' &ÿ &ÿ, #ÿ );4&ÿ &2/' 4>
'&/"' ÿ /ÿ5 ÿ );4&> %*/"'% " 4D) ÿ "'\ "' *(
&
]
/)
^%'( &ÿ" _
0ÿ#'3 #
K (ÿ" &% ).&6%5 (% 8, 1
'43 #ÿ) ÿ ÿ&( 'ÿ* ÿ# (
"
` ( &ÿ5 4%-) ÿ.& 4 *% 8/'% %%+ÿ" -4ÿ* ÿ6 #%'
* #'4%ÿ-% )+ "/%+ ÿ* ÿ 48 4ÿ 6 /)''% 8% 6 &4
ÿ * "
(
a) %'3 #ÿ" 46ÿ.& 4 *+ÿ%'D) ÿ 2' * ' (4ÿ' 6 ÿ"
8 4ÿ" &6 *% 4+ "/%+ ÿ 6 (ÿ )H'+7ÿ' 8 ÿ &% 53 #
* "*
"
B&28 ÿ*% 4 '8 /"% 6 # 4% 8-1*+.& 4 *ÿ-(% 3"5 &5 &7%'"ÿ'" &'
" +'% ÿ6+ ÿ' ÿ6 " *ÿ* ÿ +ÿ "/%+ 9 # ÿ* ÿ4'ÿ%8 &ÿ&&( #6 (
2
" * ")
4%ÿ 1 4, ÿ' 8 84ÿ'+7ÿ" &% )b>>" +ÿ&8 *+-ÿ&%(/)'cHÿ" '
5 4/+5ÿ'* ' ' ÿ &2' 3 #ÿ) ÿ'1ÿ1*6' ' 4 ("ÿÿ% -ÿ 6 8 d
"
%
` % -ÿ% 0* ÿ'26 (( ÿ5 44' N'-'% 8% 6 (+-ÿ#+1&2'
* ,', 6' 8(&+'ÿ"4%ÿ5 3&ÿ2ÿ* ÿ6 '(,'8 & ÿ'+7
+
*
\6# '8 4+8')% %+* ÿ. " :, +# ÿ %#'ÿ* ÿ:) ÿ#6 %'ÿÿ5 ÿ )
* -8 ÿ'%- ÿ@ -* 4 ("ÿ *" 2" (. 4&(% 8+ % )) &5 ((+4'D)
'
" *
'
*
*
H'+7ÿ"'9* -8* ÿ# ) &+18 6 /' 44 *75 &ÿ) &)+4>
2' * 4(ÿ6# +1( ) "4 ÿ" # *%+ ÿ ''% )" & '
+
*
"
%
A5 6ÿ '5 &3 #ÿ) ÿ -7(1 +% 6 ÿÿ4'ÿ" # *%+*ÿ# 5%_
' 075 4'ÿ" &% ). - ÿ#8 * '+"5 &8 6 /' 44 9 6 ÿ(
""
*
"(
ef fi lÿ q h f
g hjkf moprfq s
l
a\ 4
=+
D) =+
)4
I%6 =+
45 4
D) ÿ@' (" ÿ " &//+1t#8
)` 4* +*B&1% * ÿ +'
+ <%%;4&1 ÿ +'+'
G;ÿ 4ÿ "% 't#8 - (
*
/% G;ÿ+ÿ (' <" # *%+*
6 ?-;34/ÿ 6 /' 44
'
"
;%%+ )` 4* +*
.&D) ÿ@' (" (
ÿ
D) ÿ "'A" * 6ÿ );4&ÿ * ' 4E')
ef q ÿ q h f
suloprfq s
l
E# *\4&% 't#8 -'
/% ÿ '.6 ÿ +'+ (
*
*
vwl x rÿ wfquÿ q h f
x rÿl yxz ml oprfq s
l
91
6
6
1
9 6 616 911
61
33
1
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
"#%' *,&. $&ÿ) ÿ & '34/1 5&
$&( ÿ - /0 -# 12 )( ÿ (&( )
1 '
)
67 5ÿ#ÿ & '34/1 5&
7&8 32 )( ÿ (&( 1 '
)
61 ÿ ÿ 7&9#5'4/1 5&
1' 67 5ÿ 5 ÿ (&( .
&
)
(&( -: ÿ (*67 5ÿ$1 =#%ÿ) ÿ 7 $ '
) .
*
4/1 5&ÿ $;-) ÿ 7&<# & $-# 1>. 3(?-
@ÿ EG
A FH
CD
9? )7 . 5ÿ-#5)# 7:. '&67 ÿ .&ÿ? 3K# ''ÿ &ÿ. : & ''#ÿLÿ#&'ÿ.& ÿ& 7&( '5# ÿ7 ÿ =ÿ? ÿ 7I'$J & ÿ )ÿ : 5 )( )ÿ? '(--:ÿ 1 ÿ.
) ÿ $
'
.& 0 1
' .
M'#ÿ? ÿ7 ÿ. - Lÿ. '(ÿ7 &' *.ÿ:& -Nÿ. ')J )'1 =# &'&$1 N0 J )
? '' 71 &)'0 )#)/ -'( ÿ$.:) (&0 )& 'ÿ Lÿ# * ÿ? ( &(&ÿ 1
)
K.
ÿ #
()'5&3'ÿ# -ÿ?-0 5 #=ÿ$=ÿ-/ &ÿ L&. ') 1'&=#.ÿ(#5ÿ&. ÿ/ÿ
- Lÿ%5ÿ 0 / &7 3(#ÿ $ :. (ÿ-O Nÿ/5& ÿ? ÿ P$7' 5 Q 5KJ '(
( .
?
' 9& (
:- Q :
3 /$ÿ. (*'ÿ? 0ÿ) ÿ:& 17 . 5J? ÿ 7I'$ÿ)''&$ ?ÿ50 ÿ $3 /ÿ7 O
. L&5 %) ÿ - . %# 1.:) ÿ& 7&ÿ &67 ÿ .&( Lÿ? ÿ( '7# &: ÿ. $# 7
. .
'
*
.
RRUVWY[] V_ÿ ]X Z
Sÿ X Z\ ^ X`\ Z]
.
67 -- . 5ÿ.ÿ0/ &0 )& ''#ÿÿ:& -NJ) & -' &ÿ7 &' *ÿ') & ÿ ÿ(* -J
7 ÿ? /1) '( 51 ÿ. ')ÿ? '(.:) (&ÿ-) (NJ -'( J)& 1 1' 1- /'
)
( ( / )(
(ÿa& ' ) 5ÿ. $'-&ÿ$P-ÿ5(ÿ$& 3ÿa=7&ÿ: / ?0 )& '(0/ &
)&0 7( #57 .ÿ#'J ÿ '7#)0& 7O # 5-.ÿ 0 ÿ. ')ÿ 51 c
. 3
./
b
)
RRRd '$J (0( ) '$J $=& )- ('10 )& 'ÿ0/ (*$:$) &ÿ$
SSÿ :=#.3ÿ -$ #.3ÿ ÿ # e7$& ÿ. ')J) 51) ÿ&&& 0 -.
1 =( .
(
(
0 ==& '$ÿQ /ÿ&(()ÿ# &ÿ&/ 5$ )#()ÿ& 1 $) ' ) 5 ')0.((J $.? $
. )#3# . '$5 . J 0 J a #ÿ ( '' J ) &J #( #f ? (ÿ$ )ÿ ÿ'&
* $ - .& . * ÿ . &
* .
'$&& ÿ$/ -ÿ#' /#5ÿÿ? ÿ7 ÿÿ%5ÿ ÿ/ 5'J)( 1 'J $? $ #'$&&
#* '1*. 7 J $( 5$ (' 7(5&3' ? =(#&ÿ' #&ÿ ÿ#=ÿÿ#* '1
7 0 3:
-( . ( ( =( .
(1N1 #ÿ$*. 7ÿ .&-. #ÿ.(0 5#(--# 1? =.('ÿ$ÿ& ÿa=7ÿ.
) ((/ 5 ÿ$/ O :-() 5 5(#ÿ '('ÿ) ÿ/ $ -#&* ) $5 && ': =
.
8$
7' -$
3
$
'(ÿ& /$=& '
?-$g ( )O
&
.
RRhÿ #(' ÿ.'##-.ÿ& 7&.ÿ)=#-Q (*%51ÿ ( 1ÿ $/& J $# / & J $
SS ,& 5 (7 $$35ÿ: . 5ÿ$# ( 5ÿ&) ÿ(& J =& J.'$1ÿ ÿQ -1ÿ
-0
7
5 =# '
.
0 )& ''#ÿ) . $* -N.& 0 Ob & &jK( (ÿ? ÿ. 'aÿ: ÿ# ÿ# ) '- 55
. ')ÿ? '& 0 /# &ÿ(5) &ÿ ) =(-ÿ ' )'&0 )&'.ÿ* =&0 ) .ÿ.&3
i
?
#
'$&ÿÿ7 0: ÿ# &ÿ/'$J& 5 .&) )J .7 $' )ÿ$# 3.? $$#ÿ)(O
#* '#- & (0$0 J 5 &ÿ #ÿ N$=& 'ÿ $.#( J ÿ) ÿ'&ÿ& 5 '3
( 0/ $ *
0
..
&'
RRkÿ 70() ÿ? '& 0 /# &(& #ÿ$$05-ÿ-ÿ:K& 7 ) ÿ) ÿ# * $/ ÿQ& 'J
SS d& (' -'#ÿ) . $* ÿ5* 5 ÿ& %&-/ &.ÿ # . -# 11 ) &. -. P0.
5 .
.ÿ 05#&'&7 $? -ÿ:( #=-.ÿ==/ (. O
$: (''ÿ? ÿ/0 #&.ÿ$ $ ÿ$# )' )
#(
:&
(
.
0
RRlÿ &' ÿ&/ 5$7 $. $7 (ÿ '$ 51 : & ÿ39& -&Lÿ 0() $ÿ-na 5(
SS mN$5-a #ÿ ÿ.) *# ?0=#&(J &( 1Q ÿ Q '$-d(' #3#ÿ&7('
3 .
#ÿ )
1 -$ ' ) ÿ$1- 53ÿ: &/ 5$# -.ÿ0((&ÿ') & ÿ ÿ' 5'ÿ$' ÿ#? $
&0( ( -.ÿ(7#-.ÿ a #ÿ * ) ÿ$# ' ' -( & 1 1' -( #&&.($'&
7.
- .
N( )
. =/
0
'# ÿ&'&(ÿ$& ' ) 5& 5* O
? )# -? ' .ÿ=.( #ÿ &( -n
0
. : )
.
RRoÿ : ==#.3$5(/ ÿ. )#3.ÿ# 0 $'ÿ$=(5# (*g .#() ÿ:
SS 2 5 '$ÿ&(. -0 ==& '$ÿ$( 0 /#&.ÿ -& 1) ÿ/ '' -.
)#
*
)
$5(/ ÿ a&(. -' 'O
* &
RRpÿ#-ÿ:$ ' )# 1:#/&J) 51) ÿ# 0 $'ÿ&(&1 'ÿ$'(%P%
SS q5&( .=#( ÿ) ÿ '$-ÿ0/ (*( 0 /#&1 N0 ÿ##.ÿ$ f &
) . & (
)
0.
:) ' ) 53ÿ/ ?#ÿ %ÿ0 ' )'# %$O #(*'#ÿ? ÿ7 ÿÿ:$& '$#) )
/ 0( #(J 0 ÿ-: &5 #( ÿ$0&-ÿ ' ÿ? '' 7(i.ÿ)&'(=& '
. '# . .
I' )
7 $. &jK. LÿN$. ÿ?-* (&(&ÿ 7 ÿ? '& # 5ÿ) ) =. -.ÿ$) ÿ? )
/7 --ÿ )'.&0 =&'(ÿ/1 5 O -'#ÿ) Q . 3 / ÿ$7# %7 . &
) 67
0 5ÿ$I"If =&-*) ÿ 5Q ÿ&& '1
#5.ÿ ""Iÿ -# (*K(ÿ&$P0& O
5
Rhÿ Xÿ ] tZvÿ ]X Z
S rs tuX X^X `\ Z]
0
& $
$ ) &
67 -K( ÿ-$* ) $'10 )& '7&& '7 $(/#ÿ? 5) &J# *) ÿ. ('50/ 5
7 ÿ ' / &e& & ÿ. ')ÿ$-)ÿ#' 5$0 #5 * -ÿ ) (*: =ÿ &5 '#
?
7. &'ÿ:(* =& ''ÿ) ) =. -Q 5(*ÿ.7&& '# / &ÿ7 -K( ÿ-$* ) $'1
$7 $3( $ & )ÿ # . 3 / ÿ/5) O ÿ$N)ÿQ -J 7 ÿ ' / &e& &
))
.
3 <
# ?
0 )& '.ÿ. (5&K.%) ÿ&N0 -=/'(0/ &
. ')ÿ$- 0#ÿ ' $(*-$(&ÿ -ÿ 51 c
)
)
6ÿ '. ÿ $:'$ *. P0() Q&=#&(5$=ÿ&) ÿ. '1'ÿ? ÿ7
=&? 1: ÿ5 ( ÿQ& ' # 5ÿ '$ ÿ. Q (*7 -& ÿ ' 7
. (& )
.
#:
.
6ÿ 0 # (=ÿ ÿ& .'.:) (&0 )& '# 1' 5ÿ&7 ) &ÿ ÿ. 0 $=& ? )- ' $7 $ÿ:& -Nÿ. ')ÿ) ÿ( 3$- . --' 0 ) &)
.
=&
.
ÿQ53'ÿ50ÿQ -Nÿ-$ÿ$=ÿ? ÿ&N0
('ÿ Q. %# / (&/ &-:. '&-$(&
(.
8/ 5? 10 )# '(:$ ' )- ÿ-$ÿ# ÿ#(ÿ& 0 ÿ.
Q( & ÿ. '0ÿ .=#( ÿ./ &-0 )& -5$# ?3 /
) .
3
91
6
6
1
9 6 616 911
61
1!
3
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
!" #%& ÿ#+- . +'01 .* '2ÿ*31 #'/ÿ. ÿ"4 &-) * ÿ+ +78+
" ÿ ' ) *,* */* ÿ2 '.ÿ+#+&*ÿ( '* 0) ÿ*. ÿ#0"& &ÿ
(
5/ 6 2
:(
* 2 8 2 + "
" +2 +" &ÿ2 '.9 /+)*','6ÿ; *&. *9 4* '&/&.2ÿ* 6 * "*=>>
2. -/ (11 .* 'ÿ '2 6'*#7**" + 1 #ÿ <1&1 ' ÿ8 /ÿ 2 6ÿ*' 2 7
?2,+. 'ÿ2&-9 B. ÿ(#1 6(* '9 +4 6&-0 ÿ2ÿ*2 -2 ÿ( ÿ "C'+ÿ.
( '2,2@3 ' Aÿ &-" 7&/ÿ +/#ÿ ÿ)6. ÿ2. '4 6. ÿ.'*!" ÿ 2*/ 0
. 5/
+
5/ÿ*+52* ÿ '2 '. ' *ÿÿ2 +/ "&1) *ÿ#+- . +'01 .* '82 /%* ,
74 ÿ* 30%& )ÿ2& >8 )ÿ" ÿ 60 #) *,* */* ÿ2 '.ÿ 5ÿÿ 4
( 1 D7
.
4 #0#+&*ÿÿ 70# 67&10 ./ÿ '+ÿECF ÿ2 '.9 +30 0'/ÿ( ÿ2 '.ÿ
/* ÿ*31 9'5/ÿ&"/ÿ &* '6 )*? G@1 .* 'ÿ 2 &* ÿ( ''*1 .* '&
&
.
5/
"
#
(0 * ÿ70 8)'/ 02 6ÿ&"/* ÿ * ÿ( ÿ#+'+#&2 ÿ&ÿ2 +%* #'>
&0 .4 ÿ*/ 6 . ÿ.70# 670%( .'*) *ÿ). ÿÿ.3/7 )ÿ 4 &
ÿ
'
*
HJÿ NOPQS V
I LM ÿ RTUW
#
2
2 7&
2 0
X( ÿ 0 ÿ '- +ÿÿÿ+/ÿ 78+" 2 6ÿ ÿ/&ÿ. ÿ" #'/ÿ+ÿ*&. 08+1 &+.
*Y:/* 27&/-* '%/ÿ ÿ* "*' * #68 0/ " ÿ( '/*0 #- * ÿ ÿ(6 * >
D7 )%/ ''ÿ/' &/*&ÿ( ÿ 0 ÿ '- +92 ÿ( )081 #2 ÿ+/&-/-* '
8 2 ÿ .ÿ " +&" 'ÿ '*Y:/* 27ÿ )# 2 6ÿ ) ÿ.1* ' ÿÿ+/
ÿ
2 1 .
7
2
.
*" + . *# * &1 6ÿ +7 ) - +) *#ÿ **/ " ÿ #ÿ2ÿ1) *6Bÿ)ÿ8'*/ "
; *& 1 ÿ" 18 /68 ÿ2 . *ÿ#+> #ÿ" #5)'. '& 60 ÿ. #2 '2ÿ( ÿ" 9
*
& 72
X(
. &
" +( #. ÿ" 2'.' #ÿ+2( +0#+1&. ÿ ÿ) 6#ÿ**308+/0 #- /* ÿ+/
)1 /&-2 " +) &*9 ÿ'*ÿ&'/ ' #' B0 ÿ.*#+#+* ÿ ÿÿ*&. '0/*
& 2
2 2
2
4 (. ÿÿ/* '6 /*ÿ* "&ÿ . ÿ( '2 1 ÿ)'5*#*" 1ÿ2 +/ "'ÿ 6%ÿ( ÿ 0
* &0/" +./ÿ '> * ÿ 5&0'/ÿ. *1 #2 +ÿ; * '7 )ÿ" ÿ 8 6 '*Y
- Y .
2 22
:/* 27+Z & 5* '9'%&ÿ* 0'ÿ2 ' ) ÿ ÿ *ÿ( #ÿ)0 6*ÿÿ) #Z * '
'- +ÿ* )+ .#ÿÿ 6. * ÿ 1 .& *' 5* ''**- &*& # 4 * ) .
* & 6 2 . 2
. .
) 0 '#ÿ3.&7 )0 10 ÿ ÿ*** ''*1 '- +>* +ÿ +ÿ4 )ÿ/* '6 /*>
" /*9 * ÿÿ2 ÿ* &*' 0 #61ÿ( ÿ/* 27ÿ /.52*/ 2 '" +./ÿ '#
* 8
2
[
\ )5)'1 5"7%& ÿ" 6/ 6ÿ+ / 76%#/2 . ÿ( ÿ + ÿ*/&-'ÿ( ÿ261&.2
2 ÿ #ÿ2 6ÿ ' / "& 4*"& 1ÿ ÿ+) 0'*%26 +6' ÿ '*1 6 ' ÿ8
( 1 3 /
0 .2
*2
0 'ÿ2 1 &+.2 6*ÿ ÿ)*'ÿ*&%ÿ( ÿ &/ 7#1&.2ÿ( #ÿ)0 6*ÿ +52*
//8 5ÿ(6 * ÿ.& > # +ÿ +3* '*^+ 1ÿ* ' ÿ8 **- &*& #8 ÿ +
+ 0 . ]* 2
3
2 '
. 2
&8+ ' .ÿ ÿ0 &2 9 0 ÿ '- +ÿ" #5/ÿ2ÿ* 0" +2 /6ÿ * '&4*&8+ ' .
.25/& >./ 0' .ÿ #:/* 27/ " ÿ 7. '#. ÿ*# . 6 & .&/ 6ÿ 25/&
2 D & Y&
70 8 . 2
2ÿ*&*&8+ ' .'ÿ(+ÿ/' #ÿ " ÿÿ( ÿ 0 ÿ '- +ÿ( )0. '&1) *'& ,
+0 31 ÿ 25/& ÿ '& " +& > #&'*Y:/* 27# 2 6ÿ2ÿ 60 ÿ(+
. 2 2 0 * !" .
.
0
" +7/ /7ÿ(+,/'ÿ0 *' &-ÿ &ÿ+30 #/#8+*" + . *8+B0 >.6 '0
/'ÿ. 6' ÿ+'& " +7/ 3+&. > #"2 &*ÿÿ/*ÿ; *& 1 ÿ ÿÿ ÿ5&
1 0
# X(
* 2 D& *
1 ##ÿ(+,/'ÿ. 6' #5/ÿ*" + '* ÿ+30 0'/ÿ( ÿ*31 #0 ÿ2ÿ261ÿ+
/*9 & " +7/ /7& ÿ 74 ÿ*5& 0"2 &* ÿ( ''*#+&*ÿ2. '1 6 '2
'0
1
'
*
'/ # ''*D !ÿ+/ 7&* '&4*&8+ ' ./ 2 '1 &+.=) (/ÿ/ 9 /*2ÿ&'9
+. 5& ( ÿ 2ÿ. ÿ .&/ 6ÿ 25/& ÿ4 )ÿ(6 * ÿ# 1 ÿ#. 5*ÿ 'ÿ84+(
ÿ _F
0 8 . 2
0
0
* &/ 0*#9( &61 ' .ÿ+'*+0 31 #ÿ &ÿ1) *ÿ. ÿ*&*ÿ*%2Bÿ+2( +
5/60 +#Aÿ *+2 /& 9 ÿ( & *&*> #& 60 #/ 70 31 9 ' +9 ÿ'*
ÿ
' ÿ 22 ÿ
X( .
.
2
&8+ ' .'/ÿ2 6ÿ*) * ÿ& 16ÿ+1 54. 0%& ÿ'*ÿ8+ ' .'ÿ * '7) *#
.25/& ÿ( '1 )04 ÿ#00+ ' 2ÿ2 &* ÿ ' 2( +& 25/& ÿ & .& ÿ#+
2
*7
( . 2 20 8
/ 0'*+0 31 #ÿ & ,/'ÿ2 ';) 60 *' &-5/ÿ624 ÿ*5&* ÿÿ5& 01 ##
. ÿ( & *&*> + " +71 .*'/ÿ 3+&. ÿ 7/# ÿ*" + ' 0&6 ' ÿ/*
ÿ
X( 0
/ #
' .& *
"2 &* ÿ( ''*#+&*ÿ/*" 4&6ÿ2 ) .* ÿ+1&*ÿ. ÿ2&+Y:/* 27
+30 0'/ÿ( ÿ*31 #( 3ÿ) 6 70 1 5* '0"/ ' #/ 0" 6 *ÿ ÿ 0 ÿ '- +
1
1
1 2
/ " ÿ( '&1) *( 5/ ÿ*&%ÿ8 01* ' *ÿ +/ */ "2 + '. #>
" #'/ÿ 60 ÿ) .+3* 2ÿ ÿ+/& #8 ÿ- ÿ" +"& * *#
.
/ 3 2
/
H`ÿ W MQÿ V
I ab Oc d f
eQ
.
#
( %*
'F
D7 )ÿ" ÿ* /*ÿÿÿ 7'/ÿ&Bÿ(#1 6 /59 ÿ 7+<1ÿ> 2ÿ;5"*
8 2 +/ "4 ( 3#&/%/ÿ( '+ #" 7&/ÿ + ÿ 5/ÿ** '&ÿ +*/ 6g
ÿ
H`Iÿ 01 6" #'/ÿ2 6ÿ+30 ÿ/ 1 +'ÿ//2ÿ8+ ' .ÿ+'/ÿ2 6ÿ*) *
I Hh* &/ÿ " ÿ( '1 )0"2 &*& 1 )/*0 'ÿ+& 25/& 9 ÿ( '1 )04 ÿ#0
/
.
. 22
8+0/ . #. ÿ+'* ' -" ' .#5/ÿ*+3* 0%& ÿ+/*ÿ1)&7
2ÿ&- 2 &-2ÿ+/& ÿ/& 'ÿ 74 ÿ*&%* ÿ ' -* '+#+' >
. *
(
.
!" #5)'1* + ÿ&12 *0 'ÿ. ÿ '2 22 7'ÿ) " +ÿ1 )/ 71/5#+6' -'
" ÿ #ÿ6/60#6#ÿ/// 05*( 0 6- ÿ # " 2'/ 1 +1ÿ6& ÿ*/& ÿ
7
2
.2
( /'ÿ /)* .#ÿ. ÿÿ( ÿ368/ 1 +1ÿ+5*( 0 6- ÿ/ . '4 ÿ/&/* 9
* 6 5* # +5* '9 0&'*6 *ÿ ÿ1 )/ 72ÿ '2 22 71 . 2ÿ*36 '0
(
/ 8 * 2
0
%*%&ÿ** '7 )ÿ" > 2ÿ;5"*ÿ" #'/ÿ6& 'ÿ/*;+79 /)*42 0
ÿ 6+<1ÿ2 +/ "ÿ +*/ 69 " ÿ( '1/5ÿ 'Bÿ,/#ÿ # +ÿ62
6
F
/
2
5*
"*# +9 2 7'5" +'+9 62 ÿ61 #ÿ369 +42 027 * ÿ36ÿ#. ÿ.7'*
+#)*ÿ 0 ÿ */)*ÿ 2 0-) 2 *6 *#ÿ ÿ62 ÿ;- .6 *#) &-2 6ÿ(
4 *
4
* 2
*
#. 2#2 ÿ( ÿ*&*/*. '" + '* >
* # +ÿ.'*0 31 ÿ+ÿ2ÿ*5& 0
'
!" ## 2 6ÿ* . ÿ#+ÿ ÿ( 1ÿ 'ÿÿ2 '+&ÿ0 &2 ÿ ÿ#. ÿ( ÿ" ÿ. ÿ*2*
" ÿ( )0+5&0) *#' 1 * B%& /0 12ÿ / 0' .' ) &-'*/ "/ 04 8+
2
(
. & 2
5/&-5* &/ÿ* &&. >
B. ÿ 01 6 1#2 #
0
D7 )ÿ 01 6" ÿ/ÿ* *30+- 6'+ÿ6// 1 9 6/*# 4 '/6B'ÿ( '
8 2 +5* &/ÿ "( #+1 &* ÿ* )/271* +. *ÿ * #ÿ) 5& ÿ. ÿ '/
ÿ
/
"
ÿ& 2
0 1 5* '' .%& ÿ2 +/ "
2 ) ./& ÿ ' 7 )ÿ" >
2 (
H`I _+-0 #- ÿ/1 6'+ÿ #ÿ2 ÿ2 '*0) ÿ . 81)*9 ÿ2 "'6
I iÿ ) ÿ2 / *1 6)/2#5)'1 5*8 5ÿ( ÿ+-5/ )/ '++/( # & 9
+
ÿ /
) &*#'9 * 6 ÿ# +. *1 5" .9 ( + 1ÿ+2( +/ "2* ÿ.&9 ++1 &*
.3+& ÿ /' & )/ 1 ÿ2 / 7ÿ /5/ 72ÿ'*ÿ" +30* '7ÿ ÿ* *3
7( (.
"
'2
/ "2/ÿ7'*F 2ÿ. ÿ8'ÿ'+/&. 62 .*" +#ÿ 3.'*" '.&6 /5ÿ
" +36 ÿ( ÿ_!ÿ+2 *2ÿ#& *. ' /ÿ ) '+/'> * ÿ( ÿ2* ' ÿ + '
4
&. 2 1
j&
/( 2
" ' .#ÿ ÿ* 0'ÿ*# +ÿ( ''*/ "%&ÿ*# " 2'0/ 0) 0 '02*ÿ( ÿ.
/& '9 . * ÿ 4 ÿ)*'/ÿ( ÿ" ÿ 64 ÿ) " +* ÿ. ÿ" /* ÿ3+'*6 * %* 2
6
2
'+
*5>
H`I !" #'/ÿ. 2 +- ÿ2 # 5"&.2ÿ 4 1 2/ 03" ÿ+0 1#ÿ6- 6 +- 9 +
I Jÿ " ÿ( '* 1 )/ *1 . ) ' ÿ82 / 1 ÿ. ÿ/ *"2 ) '96 /ÿ ) #ÿ
2 '
&* 0 2
*1 #&*/ ) 'ÿ8 62 2ÿ+ÿ2ÿ*5&* ÿ.'*!" ÿ 2*ÿ " ÿ( '* 1 )/ *
;*#3ÿ52 .#2ÿ1 ( 6 *. '" + ' 02 ÿ( ÿ "C'+> #'/ÿ. 2 +/ /
'
!"
5&2#'ÿ2 # 5*/ 72ÿ( #ÿ) #/ 1 #%&ÿ*+<1* >/ &'' -'*#6ÿ8
. +ÿ 1 . ) ÿ. ÿ8 **# 4 '. *ÿ 64 ÿ** '0ÿ 16/& ÿ( ÿ/*2
2
'
6
F &.
2&
#
5/&/ /ÿ 4 1 2ÿ+1 .+60# 4 '. *ÿ*1 "ÿ +6* #0" /5/ ÿ.'
+) . 92 / 1 9 ÿ2 '26 ÿ) #/ 1 #=;* '8 ÿ1 . * ÿ( + 1*A& k
< '
2
*
/6%* >
6 0
2
91
6
6
1
9 6 616 911
61
1
3
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
"$# &' ()*ÿ-+/( .+1235 4' 08ÿ5 8*6' ;05 /; ÿ<ÿ-,4 )6 8
# $ÿ ' ÿ +, .ÿ0'*ÿ ÿ 6 7 ,-(8*ÿ9ÿ: . 6 ÿ+. 6 =96 4
(
*
@
* 6 46? - ÿ5 :/- @96 4 :* 6/: 7/00>,ÿ86ÿ6 76(; 5 @,ÿ: 5*
> - 0(ÿ /( , .ÿ66ÿ- , 9> ÿ9- ÿ9 - ÿ9,5 994.(ÿ6 *09( 4 ÿ(
*
64 (06( 6 /
A6(@ÿ' 6 B
"$# &' (( , .ÿ,ÿ964 (, 9ÿ ÿ*8 0*60ÿ4006ÿ.6; 8? 5 .- 6?
# Cÿ ' ÿ5 :/- 8:> ÿ:8)6(8 ' 90' 8ÿ * 8 8 (D7ÿ6(ÿ *. > (
, 4 - @0 0
4 6
64E,ÿ(ÿ5 0/ @4 (0ÿÿ +8*ÿ07ÿ5(4 . *)ÿ ÿ5 )(.6ÿ9,5 9B
8Bÿ9: 6869 606ÿ *<*ÿ5 89 (' +0*ÿ 9 8 86 6@(,ÿ86(
ÿ
(
5 ,
"Cÿ I JLHÿ PM SK
# GH HK MN KQRTO
O
U , .ÿ6 /8ÿ- <ÿ, 8ÿ6 4 ÿ, ÿ 8ÿ: (0- ÿ- ÿ: ' 9ÿ( 6B 7ÿ:6+ :
6 '6- 6 ÿ 7 , 5 <ÿ 9* 5+ :<0 V 68 (* /( ' ,80 : (ÿ 6( 9ÿ, 9
,
,
5 ,
( W*
* '* /0ÿ ' ,82YZ04: 6* ÿ*+<*ÿ ÿ, 84ÿ, [5(0ÿ*8 :*.ÿ ,8-ÿ 9
' ÿ- ÿ(X: ' 9ÿ ÿ ./ ÿ-6 (ÿ +8 4 -* 8+ :ÿ 0ÿ ' 90 .9 0 9* 8=
8
,
8 ( 4 +)' ,
* ' ÿ5 8)*ÿ6: 6 ÿÿ5 ÿ.(9, ÿ*.9ÿ ÿ4: 6* 4 98ÿ- ÿ'8]*64 -* 8
' (8*ÿ +; ÿ(/0864*(, )B 0 68 0 ./ ÿ4 :*6* /: ],/ 8ÿ, 84
\ : ,0=9 8 -- 8, .ÿ:8*6ÿ:8)6(ÿ:ÿ +@,*686.<ÿÿ, ÿ, -9 (ÿ (
-,)*0 ÿ,ÿ-+= (98(4 (, 9? 8)*ÿ0.8ÿ5 ÿ 0( )64 : 80 B ,
,
9
;
*6 &.
6 ( 9ÿ5 8^*.8' (6ÿ4: 6@.ÿ, 84ÿ=9 8 -=, 860( 6ÿ- ÿ9ÿ0- /
- :68*ÿ . ÿ*((0 ./ ÿ*0 4 -* 80 ,)*0 ÿ )ÿ5 ÿ : 9* /*6(> 6
6
/
- ,9 (
<0 ÿÿ6 0*6 ÿ680*6*(> 6 ÿ ÿ5 ÿ9- ÿ98* 6 9ÿ<- 9,ÿ5 ÿ*(
8 */ /4 8/4 904 8ÿ(0- /8 86;* /,ÿ9/ )*7, 6ÿ= 6' (B
5
=
,
8
"_ÿ Sÿ a MS
# GRR`H bTc
&' (( , .ÿ .)6 8* ', 9 8ÿ6 :0 ÿ *:6ÿ ÿ- :6', 6ÿ* /0>,ÿ(9
' ÿ5 :/0 6 -ÿ' 9'0 6(4 9+)6 ( 9(8 6 ( 9ÿ9' 95 - . ÿ= 6
)'
*
8
,
- :
0=9 8 -4 .46 ÿ:( * 88ÿ5 ÿ '6166, 6ÿ , 9)ÿ06 (ÿ 96 -ÿ-,)*0 ÿ,. 8/' 9: -ÿ 86&' .ÿ @.' 9U9>* Z4 - 6&>6 )6 8* /
, 6
,
866d:/ .6ÿ(6d:/ .6ef=9),60=9 8 -ÿ- ÿ9@-ÿ(: * 8,06 ÿ(?
5 (ÿ 060 (D6 ÿ 060 ÿBÿ ÿ 9ÿ ,)*0 E* /'66 80ÿ- :5 9 /: 6
- , - ,
8
g
/(.( 9? 9* 4 (ÿ+80 ÿ*8 (
04, :6ÿ ÿ4 6(; ÿ59 ' 90 B
,
/ 6
hÿlnm r l
i mopq s
k
t"uLLÿ QLJSO w
#ÿ vK HH H w
X: )0(, (8ÿ 'Y60- ./- ÿ' (+ :)*6**.;6=9'6,/ 9( , .ÿ6= *
; (0- ÿ &' ÿ @6 ÿ4: 0>* ' ÿ, ÿ 7ÿ@0 .ÿ ÿ9]96?5 :/; ÿ- .
,
0
* ,
ÿ
0
@90- ÿ 8ÿ.- 4 (*+)6* *** /=.ÿ - 8 - . (04: 6 [ .4 5 .6ÿ A?
6(, (<0 *.6 6(9ÿ 8/ 8ÿ- ÿ .= 40 *ÿ ÿ ./ /ÿ * 6 ,/ 98 8
5 ÿ
:+ : , 2YZ '
6
6 8ÿ ; 0 (ÿ- ÿ86ÿ )' 99ÿ, 8-ÿ5 :/; ÿ4: ; /; =9ÿ: )0(, B 7
)'+<6 (8 ? /,5 98 ,*+4 -6 8( , .ÿ6(9; 6 ÿ6,6( ; (0-ÿ 6
6*
6
W*
( 9ÿ, 9* '5 (; 6 ÿ (6 ÿ-/ @4 ÿ 9; > ÿ- ÿ8;.+; =9ÿ, ÿ: )00ÿ:6+ :ÿ' ÿ*ÿ6 -8 8/, ]606= ÿ: (* /(* 08ÿ6,6+ :( ; 88* /
6
,
0
ÿ?
04: 6/ ),* 4 : 80=ÿ* /89ÿ-+ :ÿ* 76 /(906E0+ :ÿ' ÿ4: 6ÿÿ>-ÿ
- ./ ÿ6 ÿ4 , -ÿ ,D- ÿ:-, ÿ, 9; 4]- ÿ6@4 xÿÿ, 9* '0 ./ (*. 0B=
=
, 3
+ :,=90]' ÿ:4 *6ÿÿ, 9* 'ÿ 7ÿ:686 ÿ9ÿ, .8? '8]*6ÿ- ÿ00.
, ÿ=6ÿ * '' 95 ((0+ :ÿ' ? 6( 9ÿ5 +*64 )'66ÿ ],/ 8? /@(;6
)*
:
*
8ÿ5 ÿ60<6? 98*ÿ, ÿA .0ÿ +- 80ÿ, 99@6 - 8(ÿ 6 (ÿ, yÿ9*ÿ '
,869@6 9,ÿ5 8+ :6'*-<5 ÿ,ÿ + :ÿ60<ÿ,6B *6/ -886 8&'
ÿ
U.
Y60<ÿ(*( =<*68(0>(906ÿ ÿ .9z4ÿ4 )'66* '; - .(* /;- 9 (8*
@6 *ÿÿ,8 9ÿ 8 ÿ6@4 B <0ÿ66 80 , .8ÿ' ÿ: /6ÿ- ÿ0*0 ÿ5 8
6^6 . 6
4*5,ÿA 00, @, (84 -4 . 9;6 B
9( ÿ965;8 ; 0: ÿ 5 0*ÿ , .)(
ÿ
6
'
ttÿ SÿH SO
# {HR| wT}
>
16 (ÿ6*? - ÿ9 .6(, (,ÿ, 9* '/ -8; .- ÿ-86&' ÿ ,6~: 6 (\05
), ? 8(ÿ /80ÿ 90- ÿ= :ÿ' ÿ, yÿ6, >, ÿ5 ÿ 'X89ÿÿ(ÿ68. 8
; * *@
+
0(6 /ÿ +* '( ; 86 ÿ 9; 8ÿ080:0-@* (\05ÿ5 :/; ÿ8- 6 ÿ 9' ;0
-8* B ÿ' ÿ: )0 /= ÿ6*/(9 8 ÿ0ÿ68. 8( , .ÿ60 6 / /= ÿ: .
&8 ,
;,
>
, 4
/(9 :0-* /( , .ÿ, .ÿ 8ÿ5 ÿ 'Y60<ÿ 0606B 8? , @98*ÿ' (
080 8 ÿ- ÿ5 :/4 )'+<0 86&' ÿ @6 d:/ . (ÿ 6ÿ <66?5 8* '
;,
5
- , 5
ÿ
: 0> (\05ÿ* - 8; ÿ080:6 ÿ ÿ (6(0ÿA5 - 6=94 )' - *0-,ÿ- ÿ0/
(- ÿ68. 84 - ,ÿ6/(9 8/8 8 89ÿ 64 * > ÿ ÿ, 6 (8 ÿ=* +7- ?
>
; ,6 ,
,
04: 0>*ÿÿ6 9ÿ 94, ], 96 ÿ - 0>ÿ > 04 -ÿ' *6ÿ ÿ, 9; 8ÿ:.
- ./- ÿ(*9<*/= ÿ9( :4 /= /- B -= * 8: / 8(8 + :ÿ6*; 0
,
: X0 0
,
/
( , .ÿ6( ; 86 ÿ ÿ68.5ÿ 'Y60<ÿ6,6; 0>/(9 :6 ÿ ÿ, 98(6(ÿ,
5 :/; ÿ: )0 /8 (\0 8&' ÿ @6 ; =9ÿ6- ÿ080 8/8 + :ÿ 89B
8 , >
; , 6
.*-),6ÿ0086 (\05ÿ 8ÿ68 >
6 9ÿ 9? (85 ÿ68. 86* (0 B
@ ÿ
>
tÿ a MSÿ SRR
# ua bRHHR S
:8)6(( , .ÿ- <ÿ *ÿ5 +9ÿ68 ><5 -86 ÿ, .* ÿ9; ++ :ÿ' ?,)*6
(, 9ÿ5 :/7 , <5 886 y6> 80 ÿ 6 ÿ5 +/ <-, /,ÿ: ÿ, 9* 'ÿ ÿ 7
(
( 9ÿ, 9* '/ (9 8 -ÿ46 - 5 8? - ÿ9@6 ÿ4 :*6+9= 4ÿ5 ÿ' yÿ,6
:6+ :ÿ' ÿ640 0 ? 96 ( ,(ÿ /'60<(* 4 98.ÿ6. 886* '(4 9
', (
*
6
6' 9 - 6* /9)6 6ÿ ÿ6 '86 : ],/ 8ÿ 8ÿ6 @90- B
A 60 4 ÿ- ÿ6 ); 98 76 ÿ5 )ÿ'8]*6<0 - <ÿ6(, (
6
,
5
t"1, yÿ4: 6* +5/ 6 ÿ9: / 4 )6 8/=*:6ÿÿ, 9* 'ÿ, 9* '(
##ÿ -80 ./ ÿ- ÿ0/ -,ÿ- , : -6 ÿ 89(0+ :ÿ' [ :ÿ' y
6 +
,
X0 * ++
=- 8 - .+( , .ÿ646 98ÿ- ](9ÿ- ÿ 'Y604 -6 8,ÿ6@4 (8*ÿÿ, (
96ÿ, 9* ', ÿ5 ÿ 'X89ÿ9,=- ÿ(0 ./- ÿ, 8-ÿ9(906ÿ5 80/ 6
0 8
- 8* 8*.ÿ=6ÿ6>ÿ ; (/@9(* /)*<*6(* - 9Eÿ>6 0: ÿ99' *6
,ÿ4: . ,=9DBBX]*6 ÿ0 ÿ- ÿ . 9ÿ4 - 6(B 9>, (,ÿ6 6 8/
+
0
:
91
6
6
1
9 6 616 911
61
1!
3
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
" $ &(ÿÿ)- / ÿ ))1(%ÿ( 3#4##( #ÿ ( )17 ÿ )ÿ%/3ÿ :ÿ$ ÿ
# %')',( . +0 ÿ# &2)1ÿ$ ÿ &25 )6),% ÿ 9(:$ )ÿ 1%#3#
+
(
0
8#
(
( (( @0
;5 ÿ (#%3-3 )$ ÿ> ++# % /#5 >ÿ-ÿ5 ÿ##( #+3ÿ 29ÿ-3ÿÿ( A#
5<3)ÿÿ)+9(3=# (=31ÿ. ÿ? # 3( )% 5/ &25 )ÿ 0 2 + ' '= -)
$
/+ ( #3ÿ ÿ( Aÿ .ÿ ÿ(" +. +ÿ 3ÿ( 7
'$ . +B / .39% 33 / ÿ- '#+9' = 9#
(
CECÿÿ( )% 5'>- #ÿG5 ÿ-> %#B :ÿ-#= -ÿ5 ÿ#>'3 .ÿ># . $ 3B
DD F= -ÿ5 ÿ 2/ +' % 55 )$ ++ÿ #+ )ÿ( )% 5/ +) ' B )# + (+
0
.
.
1%
5( +
% /5#'9+># ) ÿ/> 3ÿ #$ )% =0%-# ÿ# B##+ÿ- +) 3 . B 37# -)
. ÿ) ÿ2%2' '%#9$ 3#ÿ. ÿ 3)/' 1+ÿ&2B " >' ' +ÿ >ÿ H '
=.
# 3 2 + 5( # ) #
% /3 . 2 -> %#70= -/ >/ ÿ ÿ)1(#'G5 ÿ-> %#ÿ.3#;5 ÿ (#ÿ. -#
/ '( %ÿ )$ ++ÿÿ( ÿ# '#3 5( 3ÿ % 55 )$ ++( ÿ$ ÿ 5<3)B + )
' 5
F
(
.
#
3%ÿ$ ÿG5 ÿ-> %#4'5%ÿ 1#ÿ )# + (ÿ. ÿ +) 3 .%#% 5( ) 3ÿ )%
$ 33#' % 55 )$ +ÿ + 2=I% B # . $ 3% /4#>' ' ÿ)ÿ5 )5' #0 ÿ
.
<>
5(
% (
5 "'ÿ- '. #ÿ$ 3= -029ÿ$ ÿ-/ . #0- /'ÿ ( 3 ,J -ÿ G 56-> %# B
- 2 % /# > B %ÿ( ÿ 2 3#, '% > ÿ . ÿ 6)1(' ÿ( )F ;5 ÿ )$ ++
>
3
((
( .
. .
% /3%ÿ( )% 55( #2ÿ% /#ÿ$ ÿ %1# 3). % 3 . +)#ÿ 3( ÿ(3%
. ÿ$ 3= -ÿ5 ÿ)5 ) $ . 2+3#' M" #&)1#$ /+ ÿ$ 3
=
(
> +( )ÿ% ÿ# 12+2ÿ( 23ÿ$ ÿ-> %#9$ .= -ÿ5 ÿ- > #7
-31#+> .+% #+=> 15##3#5 )$ +ÿ # ÿ( )% 52 . $ +
%
. %
3 2
(
CEEÿ )# + (++ ( 2ÿ$ 9ÿ$ ÿ5 ÿÿ+B . ÿ(ÿ )2ÿ$ ÿ'#%3ÿ,'ÿ% #ÿ)
DD <># . $ 3ÿ$ -/+ ( 3#% 5'- #ÿ /. 31##=3#32ÿ)B( G.5 , B
+ 2+ ÿ># .ÿ # ÿ =%+ ÿ>- #3?ÿ. ÿ , ÿ&) =ÿ#,ÿ ÿ# .3%#'5 3
5%$+)# 7 =1%ÿ2(' 2/ ÿ 3% /' #(#2 +N77(/ 1( +)3ÿ L$
. # 1%
%
3
.
1# $ .+ B- $%ÿ.% ' 3/3- $5 '3(ÿ 5#6 . 'ÿ. ÿ$ 9ÿ?# / /
> % '1+ÿ > ÿ+% ÿ.1%# ÿ > ÿ(.ÿ);5 2ÿ# >2% /+ ( #3. #
+
(
O
0. 3 . 2=( ÿ#'#ÿ- $%ÿ( > ÿ )
- >' %' ÿ./ &> B > ÿ+L - $P%7
( 3
+
CEQÿ #'9+%#%,# 39%ÿ )> +( )ÿ ÿ# ÿ %ÿ( )% 52( +2#% /9$ 3'
DD 6) ÿ)ÿÿ)%ÿ =0 ÿ-31#+3 +#9$ 3= -ÿ5 ÿ :ÿ:ÿ. ÿ %ÿ
(
(
( '
3
/ #7(# + )ÿ# 5#- / )3. ÿ %ÿ$ =2" ÿ#3 ,9' ÿ( )% 5ÿ) ÿ =
( +ÿ ÿ. -#5 ( 2ÿ. #+% /9$ 33# Aÿ#, 3' ÿ 3 = -ÿ5 B #'9+1%
L
2 . $
5
( 2ÿ+ÿ'# ÿ># .> 5-#ÿ0$ ÿ5 ÿ+2ÿ ':)ÿ. ÿ +% ##3. '. ÿ =
.=- #&/ (+)# ÿ% 3)+(ÿ #% 5'#0<3 #+% /' +, ÿ?# +( +1%
3 3 7>
R#
+ ( 3#- #ÿ? #'. #'ÿ$ ÿ +% #ÿ5 7 ( ÿ% ÿ/ ÿ%)3 .% /&/ ((ÿ ?- 2
$ 9ÿ$ ÿ+)#5 ) > ÿ 3#R#+, +% 5ÿ -> .% /. )%' ÿ. ÿ'# ÿ)3 3%
# .
J
(
#
(#2=ÿ ÿ#5#5%.% =$. ÿ$ 3'.3># )0( 3#&/ (%( #
&) +3 $ 2ÿ? 2'ÿ. 3',3%ÿ Aÿ2%ÿ 1ÿ$ ÿ'# ÿ2. 7
% (
+
)
CESÿ 2>ÿ$ ÿ +ÿ5 )5'3ÿ%# (=0)= -ÿ5 B . ÿ$ >ÿ-ÿ$ ÿ 5<3)
DD <## 33#1( 3% 5( ) #> 3, )ÿ ÿ( )% 5ÿ /> # :( 33#;5 ÿ (#
%
(
%
T%# (=4#''( +'= -. # ÿ#5ÿÿ( A#9%ÿ0ÿ%#ÿ ÿ => % , ÿ$ ÿ%# (=
3, )ÿ 0 3 . ÿÿ( ÿ# /$ 270 -)ÿ =(0 +B 1%ÿ$ . #3#> 3, )
.' 0
F=
" 9#
0)= (ÿ( 7
CEUÿ + )3#% #)3 ,H #3 . ÿÿ 5<3)ÿ . # 3$ . +2ÿ(3%ÿ( )% 5
DD ;.9#ÿ$ ÿ, ÿ%' ÿ- +' +';5 ÿ (#T( . >ÿ( #3 + ÿ$ 3= -ÿ5
.
( .
=
%'. ÿ)5 ) ÿ 3ÿ%# 32( 3(+ÿÿ( )% 5'ÿ +)3/ÿ-31#+1'$ÿ#
2 +5( #29' 5 ).%ÿ .)270= -ÿ5 ÿ 1'G%# B +( )ÿ , 3"
,
= $
>
F
+
>
+ )) # ÿ=9$ 33# ÿ#B )'> -/3', )% ÿH ' ÿ( , &)1# 3), 23)70
-5' /" ÿ %ÿ$ =, 3ÿ ÿÿ( 2ÿ) #ÿ.' -) 0 1ÿ(#. .ÿ# -%(+ÿ
+
(3
, . =)
F
= -ÿ5 ÿ>- #ÿ /%3%ÿ# -)+3#/+ 2=(ÿ( 3.ÿ%', ÿ)9%.. +N77' B
( )% 5' 2/ +1# 'ÿ$ 3)H ' ÿ$ ÿ'5%ÿ0> .# 3)3 +(ÿ )', ÿ#,ÿ2
.
#
.
01+
1- 'B % +ÿ37B( ÿ)ÿ#5 . '2ÿ )> 15=. ÿ 3ÿ> 2# -)1# 3ÿÿ% $
+>ÿ 1#B >Oÿ -%#)+ ( +"#0 ÿ( 2',9' 2 %ÿ H ' .+'# >
, # =
(
$( ) # .
3)' )ÿ ##= -ÿ5 ÿÿ&'"#
#)(=9$ )ÿ( )% 5'%%2 27
3
+ %
"
%
CEVT$ ( #%- '- ÿ5 ÿ% B +'.:= )+3%ÿ> -%#=/ +) #= -ÿ5 B .
DDÿ ( +ÿÿ.H #% 5. 1#ÿ +, ÿ# 9(/ ÿ$ 3% > )32ÿ#>' ÿ( )% 5ÿ /
%
/ .33=3ÿ% :% =(ÿ( )1#% %%9' ÿ)/ 1%:/3) B ( -%ÿ5 ÿ% +ÿ)
( Aÿ)ÿ 5 >ÿ. ÿ0 -ÿ 3/ 3ÿ 3 3% # )# ÿ 1+ÿ 5 2)% 5. 1#B
(
=
$
# 5
(
($ )'##% 35 )++W+ÿ ÿ% ÿ$ ÿ=317 5. 1#ÿ +ÿ#2 3/3ÿ
3#ÿ)2&.ÿ$%#ÿ 33 , 1#3#++# ÿ ÿ% +1-3" ÿ1' ÿ XY
)
- (
;5
'#(
> %% 3)ÿ. ÿ$ -/. 3'>- #5'#B#1+ÿ)/ +) 3 . ÿ$ 3%#. 33#. 1#(
$ )>#+% /+ ( 2ÿ(ÿ 2/ ÿ) +ÿ ) B ÿ#>' ' +3%ÿ)ÿ(ÿ$ ÿ% ÿ0
.
> 3 ( 5(
3#% 5ÿ 5+ "'#ÿ)ÿÿ)%ÿ =3ÿ)&/ ÿ/ '( %ÿ( 3?ÿ )= -ÿ5 @$ =1-3
$ ÿ5 7 ÿ- 32+%#%,# 39%ÿ 5( '#% /3 . 2 .#30 ÿ( )% 5ÿ # ÿ +
;5 3
(
' > (
3
029ÿ-ÿ3. %/1#% %%)2+% /+ ( 2ÿ(ÿ>- #'% 5( ) 3ÿ( 3.B
(2 ( )+% / )ÿ 3/ 3ÿ-#ÿ. ÿ$ -/. 3' 2/ ÿ 5 )5' #> .# 3
(
. .
%
)0). #($ )% 5 B )1%#- &)'"#5( - 3>%1+ÿ 5#1%ÿ /0ÿ% 5( ) 3
### > ÿ3#ÿ5 +ÿ ÿ :ÿ.#'% 2ÿ)/ >ÿ2' 7 2ÿ =1( ' ' 5 )5' #
(
0
;5
=.
%
:= )+%ÿ. ÿ' ÿ)3:ÿ3#ÿ5 )5'3ÿ35 ÿ ÿ)&.ÿ" +7
# 9(/ ÿ3% =3 (ÿ%#($ )% 5( ) #+# +3 5## 3% - #
1#
%
(
% ( ÿ
+
.
CEZÿ 3/ 3ÿ$ -/" ÿ5 )5'3ÿ )%2- '. #B(1%#+ )ÿ( )% 5% /'G5
DD R#% %%+ ( 2ÿ#% 5( ) #0 ÿ2% /# > +ÿ ÿ :ÿ-#= -ÿ5 ÿ. ÿ % 5
5 )$ +ÿ( +ÿ># . $ 3B . ÿ) ÿ/ ##3ÿÿ % #)3 ,## ÿÿ( )% 5'
-> %#' . B )# + (+ÿ /5#'9+% $ )ÿ %[\ÿ, ÿ%' ÿ&.'= -ÿ5 ÿ
> +
%
(
.
0
+
)3/$, #7 (ÿ?15#ÿÿ( )% 5'ÿÿ% ÿ$ 3'>- #ÿ'2. #ÿ## 3' , +3%
%# ÿ'$ )] )#% 2B0= -ÿ5 ÿ %, 1#3%ÿ 2/ +&(# > B 2>ÿ #ÿ$ 3
ÿ
'
+
.
+ 1%
/ .3/ 5>ÿÿ)#( ÿ# 3ÿ)%, .5 '3/%ÿÿ5 >0 ÿ$ )>#7 #(ÿ ) ÿ:
( Aÿ# '3%,- + 1#/ %$(ÿÿ- ÿ(.# ÿ3%+ # '>> %% 3)^+ÿ03 1+2#
'
ÿ # '
_(ÿ / `% /_(ÿ ').ÿÿ5 ÿ 3/ 3ÿÿ##&/0)3#K'+T%# (=
] )K'+ÿ. ÿ] )T$2 # `'% 51#% %%')+)# ÿ ÿ$ ÿ / ÿ 3, )7
/ .
+
(
a# 1" )3ÿ. -#= -ÿ 3/ 3B. 2/. ÿ5 ÿ% ÿ. ÿ( +N1%22)#ÿ 5#
1# #ÿ # + )ÿ( )1#% %%ÿ>- ',% 5. 1#% /' . ÿ+ 2ÿ , B 2
(
'
>
B% ;5
8%> ÿ5 B 2 )%#'( +ÿ37B )ÿ' 2)3ÿ& 'ÿ)%',> .- '.
3$% 5ÿ3 . 3ÿ . B >Oÿ #+1' ÿ %(/># 3 ÿ( 0+( 7
%# > # % % (
.
>
CEbÿ( ÿ)ÿ#5 . '2ÿ )+> ) ,3#) $+3ÿ+ÿ21%#'2ÿÿ( )% 5'( +
DD J -%#)+ ( +"#0 ÿ# -' ÿ$ ÿ' 3ÿ - #%2 3) +'= -ÿ5 ÿ . B
( . , ( ÿ %.
+)# + (+ÿ. ÿ) B . ÿ( ÿ$ -//+ 2=0 3 . 2> ( .ÿ0) 3 .'+# /(
># . $ 3B /5#'9+ÿ /= -+ ( 2ÿ'5%ÿ>' %ÿ > - 3' (1%' ÿ 3% ÿ0
%
%
'( %
. (.
/ 3ÿ( %)%ÿ#+ .
%%0 1ÿÿ# 2 )( 7
)
5
CEc R%#+ )ÿ( )% 5'ÿ > +/( ÿ$ ÿ ÿ >ÿ 5#Leÿ);5 2ÿ 3$
DDdÿ :ÿ-#= -ÿ5 ÿ 0 - # ÿ.3#' R% B 2ÿ (ÿ 5#8%>
+(
M- #. 1#B> . B )' , )ÿ0 3#ÿ "2ÿ23(1+'ÿ( )
? #' > B // .3' 2/ ÿ% +ÿ( +ÿ ÿ #=(ÿ $ )1( ' 5%0) ÿ = # %
.
% 5(ÿ 3/ 3B .#+3##'ÿ5 >0 B 5 )&/'3)>'#0. 3 . 2=ÿ :ÿ-#
5 ÿ)1#% %%ÿ 2+ÿ$ )ÿ + # '>ÿ 5(# ÿ #% 3 ÿ >' %'7 #+ )
+ '%
. & - ( 3 R%
91
6
6
1
9 6 616 911
61
1!
3
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
" $ÿ( ÿ +, +ÿÿ 0 .,# ÿ2 ÿ( ÿ.3' ,-ÿ4 *-1 *ÿ 1+-0$ *-**' +
# %' ()*' ''-/ $ * ÿ1+*' (-*/ 1 ÿ.*( % 0 5 7ÿ 3, ÿ%381
.#
+ ÿ + * 6# 1 %
- * #1 #
-/% + 1ÿ0$ -:; +1 +3 +,+ÿ/% + 1' # +<( 3ÿ%+*, 83( 1
1#)'- 91 3,1 ÿ$ÿ#ÿ)- ÿ - #)'- ÿ; $ÿ (*#ÿ2 ÿ**# )* +
#(# *.
%0 .5
=?@ÿ ( ÿ# ÿ$ )-/%(*#, %# ÿ2 ÿ (B+%ÿ .ÿ*0 )(**' ,, 3*' 3
>>@<( ." $. ; +#ÿ%A%*ÿ1+*<( ÿ #*)$+; ÿ# 3+ÿ1 ÿ*- %;*
ÿ
8
'ÿ$ )-* 5 1 $*+'ÿ2 ÿ( ÿ# ÿ3)'*"%3'*-ÿ#ÿ +% 3ÿ-** +/#
.. ; + ,ÿ . %ÿ2 ++*' (" $$+ +3ÿ** .ÿ 1 +)'*-3,/ %1ÿ )
+ C
.
'" / %
D2 +" $' 8%-*D23ÿ2 ÿ( ÿÿÿÿ%A%*ÿ++5/ # ÿ Fÿ +% 32 1 *ÿ
'ÿ# ÿ, *+ ÿ - +*' (--'(*#, %.'*ÿÿ $)'*)'*-ÿ ' : .+
. *
.1
E"
'0
#
+*' (G55 2 1 *; .1 .ÿ , 3Hÿ# ÿ2 $,%.'+" $ÿ%A%*ÿ'*5
2 ÿ( ÿ*:ÿ ' : ÿ$ -*.)# *.9 $. # 3ÿ*+%ÿ# %(*#, %.3.
0
"
=?@ <( .)$+0* % ÿ*0-*1 Dÿ '$*ÿ1 ÿ%, 0ÿ2 1 *ÿÿ2 -I '7
>>=ÿ ( ÿ .ÿ3'3, .% ÿ* / +%.' ,(# $ +0 ' : .-+*% J2 +
" ; *
1 ÿ .
K* ÿ 45 )(*; :/*9* $- ÿ( '*9 1 ÿ*/% 1 *- %8)* +ÿ "%3ÿ1
DL+ +ÿ 3ÿ$ ÿ4.ÿ 0 %"$ , +.ÿ ,( %#)' 0 ÿ #* 1.)'ÿ*"#
* B- . +
'
)(
': 1 % ÿ*0-+ 1ÿ$ÿ %ÿ-1/ ' +0 ' : .)$+; ÿ.* ÿÿ2 ÿ#*5
ÿ* *-, .% - 9 +)#*.: -0 1ÿ2 1 *ÿ .ÿ*3+,-+*1 +.
0 (# ;
- 1
=Mÿ Q Qÿ WXPZ \]
> OPRSPTUV Y[ZY
Z
_
=M>ÿ#* . %ÿ* (*: ++*)# +# +#ÿ# %' (ÿ # *' ( ÿ2 $,%1# ÿ '
> @^ ÿ1 $*( # 3ÿ*ÿ2 ÿ .ÿ$ÿ/ $ÿ( 9_2 1 ÿ( .. # 3ÿ$ ÿ1- ,
"
D2 1 8%( .-35 ÿ1 # %: ÿ# ÿ ÿ# ., %; --:$ -*.3( .. ÿ$+)*.
* **ÿ# .;*ÿ * 0 $' *" $+ 0 1 -*ÿ$31 ÿ18%'ÿ ( ÿ#0 .# %
J*
#
,
'
0 1$ *+* # ÿ3#ÿ2 -, 80 .ÿ* %ÿ %ÿ; $ÿ -*.3( .
' ÿ.ÿ2 )ÿ1'3/ *% *-*5 '1)#*' # +a18%'ÿ ( 5
ÿ+ ÿ
`
'
0 "
1
.
=M> 6*-1" $ÿ( ÿ ÿ.ÿ# %*/ -13ÿ1 ÿ*$ * ÿÿÿ "+'ÿ# .1 +% F
> =ÿ .: ÿ# %' (+ $ *( D*ÿ/-* + ' ,; ÿ.,-'D'ÿ2 +, *ÿ#ÿ#
, )' *+ÿ2 ÿ*-*ÿ ( ÿ2 $,1 +%(,",'1; +*"ÿ* *'**0 .-*2 '9 %
' : ÿ +*, 80 5 .. # 3ÿ#ÿ' -3ÿ%-ÿ'+%9 1 %+ÿ4*.8ÿ* +ÿ
#
<(
:
#
( +$ 1 0 .'".%-ÿ1, 80 ÿ*# %*5 #ÿ4)(*ÿ( .. # 3ÿ#ÿ1 # %:
$ÿ1 * *.%ÿ+'1# ÿ*-*%. $0 .ÿ %*' 39 ( ÿ2 $,1 +* 0 $' *
b
'
(' -:+*, 80 ÿ1 *ÿÿ +%.ÿ%(3Dÿ -ÿ2 %-:#ÿ*/% *0 .-*D%*
301 ÿ2 ÿ*-*$ , %')'+*.#ÿ-# D230 ':1 ÿ%( %#)ÿ4*.8ÿ 3 *
+
00*ÿ ÿ2 ÿ#-ÿ++ÿ% *ÿ ( 91 3,1 ÿ1 ÿ2%A'+ÿ, *+ * 1.,. 3",
"3.+ +*. 3 .'*,- 5 .ÿ0$ -:' "+- ( %"' 8%- )* +ÿ-('*
#
,
8 <( ,
.
D- -ÿ2 )9 "1 +%1$ %3+,; 0:# 1 ÿ%0 .*9$ 2'ÿ%(# $%1 ")--:
+ 1+* ÿ ÿ#ÿ$ ÿ1*'* ÿ' F %$ ,(# *..ÿ 0 ÿ.0" +0 %* 0ÿ 11 5
2
)'
.
=M> _ # 3ÿ2 $,; ÿ;*+ÿ.ÿ# %<( 3ÿ ' (D- # ++*1 * ÿ %2 %D'*
> ?ÿ* (*. # 3ÿ*' 3ÿ $ *" $ÿ (*^cÿ( ÿ + $ÿ2 ÿ* ,/ ÿ', %
#
2
#
-( +ÿ*# ,+*B-ÿ* +ÿ%+- A'+ÿ' ÿ# +#3%9 $ÿ *ÿ* ÿ ÿ%8,
1 $.; " 1 ÿ2 ÿ %%)#*#ÿ2% ( %": )*0 1%3 .ÿ +/ 3%*+ (# -*
,
* ; */ #
* 2 1 * ÿ 1 + 1 3"D2 1#2 %( % 2 %3ÿ%ÿ# 1 0* 5/ # ÿ* $%ÿÿ'
1 ' 0 ,/ 0- '- ÿ * ÿ+*ÿ*- *'.'*0 1 * +,ÿÿ $%d - ': )*
$ # +
(
E"
*
0 1%3%)'*. %ÿ# ÿ3'3ÿ4 3-ÿ2 +-ÿ# %)*' ''. ÿ$+)*.F # +*
# +#3 9 Fÿ$*" $0* % *('1+'ÿ " $ÿ +, +ÿ#0 .# %ÿ1 Dÿ2 "
*ÿ
"
1
1 * ÿ, -# 'ÿd -)* ++ÿ3"
* ,' ,+ 1 3 $( 1ÿ ('5
- *
#
- # #
=M> <( .. # 3ÿ**ÿ$ : .ÿ%%d - ÿÿ*+%ÿ/2 ÿ*-*#ÿ ,/ '-1 ÿ
> Mÿ ( ÿ2 $,1 8%. : *+#ÿ* $% '%.'+#ÿ *, 80 ÿ%)# -0 + .+
*
+
..* .+-: ÿ1*'* ÿ ÿ2 ÿ#*/1 + 1 3"#ÿ2 ÿ( 3'-1ÿ#ÿ4)(*ÿ# 7
"+)ÿ*+ .$ %3+,+ +*0 %ÿ 0- '- ÿ/ *' (- + 5 %*' 39 1+
1
#
$ # + + 0#b
,
* 0 $' *$ *.+ÿ$1#/ A-,.;*.0 %"/'$*9 +5
1 # %: ÿ.%ÿ +%ÿ/ÿ b9 -' 3ÿ* $- ÿ +%.ÿ 0
#
J- ÿ
+* *
- % * #
=M> <( .,.% $* ÿ-ÿ2 ÿ 0<( ÿ #*2 8ÿ# ÿ, -# 'ÿ* $%)* +ÿ ÿ* (
> eÿ ( ÿ-+- +,8'+*f' ÿ (B+%ÿ'*. )*' ,+ 1 3 d - 1.+ F*
;
-ÿ 1 g
1)-,
hi^2 ")$+; ÿ( %(-+3ÿ' , #* 9 1 ÿ 3Dÿ 0 b3ÿ .*
Zÿ * ÿ .ÿ*' (# % *".1 ; 4,ÿ ,/ 3 )' jBÿ- B"+)
'
' ##
*
'
# "
6# $ 1'-1ÿ * ÿ2 $,'. ÿ1"$ *+*' (# % +ÿ 0 <_Eÿ %)# - -:
0 )* ++ 5 ". # 3ÿ3## 3ÿ.ÿ2 ÿ( %(- *)' jBÿ ./ ÿ ,/ 1
# ^2
$ *ÿ''.#* ÿ"#2 %<( .G55 # F %.ÿ ,*.k# Fÿ%l'* , %* +-.5
.%, +ÿ+%,; ÿ+*ÿ ( ÿ*:ÿ # )'F9 %.ÿ # 9 ÿ 31 'ÿ1% H
;
<,
#
*
hZÿ * ÿ .ÿ*( 0' * ÿ1 ÿ$ )-* ÿ.1 ÿ 0 1 3:*ÿ%8, ,-ÿ # *ÿ#
Z ^2 ")$+; ÿ' F: ,' ,. ; + ,$ -:+ 2 ## -.(# -* ÿ m0 , n
i
+
*
1
1
+- A'+ÿ.'3%ÿ3D* 5 * ÿ .ÿ3#; ÿ*/0 1'1 ,ÿ-:*' (-'-1
2% ( %"- +3 .'3 ,ÿ ")$+'. ÿ*.3 # +-* 9 1 3ÿ( 3 +
, 1 * # ^2
A
.
0#
-.'3+ 1; 1 3.' ,0 1 #ÿ.'3# *#ÿ*# %*ÿÿ2 %,30 + 1 5
1+3 - ÿ$ ,*ÿ1 ÿ' 1 +- +30 , ÿ%%. $0 .-. '* ÿ '- .
'#
1 ÿ
1
# #
0"
#
hZÿ * ÿ "1 +' +A' 1 2#ÿ'*#2 %0 , ÿ$ ÿ$# + '3ÿ+.'+(#ÿ:1
Zi^2 ")'ÿ#ÿ$#3$ 0 ÿ%2 8ÿ+*ÿ# *%1' +)'- 3 'ÿ+%$ ÿ%3 Z
D- # +0 1 * +1 %. ' ÿ%0 .*ÿ2 +0 1-$ ÿ ÿ$ ÿ +# +0 1 * +'+%'$ *
+ $ÿ# .1ÿ#ÿ( D1(# *..+'ÿ# + *+ %1D- $ÿ# .1ÿ/*ÿÿ.%
2
1 # 2
2 .d -+*' (ÿ * ÿ2 $,1 +' +)'-'3ÿ, ÿ2 --# .+ÿ2 ÿ 0ÿ%3'*
'ÿ$+2 ÿ( 5 ". # 3ÿ#ÿ$# + 3 ' ,+*%0 1 ÿ +*6# F#ÿ 8
ÿ
^2
0"
ÿ #
*
. #+0 +ÿ1+*$ *ÿ*F# 5
2 %ÿ$.# ÿ2 ÿ.%, .+(
hoÿ * ÿ "1 +, D1# ,#ÿ.'3+1 '# *' ( 9*+9 , -# 'ÿ# *ÿ%
Zi^2 ")'ÿ#ÿ# 3' ÿ%- +3.' , 31 ÿ( .ÿ 4.ÿ ,+ 1 3 , 9
1 ÿ
F ' - 0 #
%. $0 .+ÿ, ÿ$ 0-1 3"#ÿ-1/ ' + ÿ2 1 *+*' (/# D2 +D*.*, % :
*# %*ÿ ' ,/1 + '- ÿ%.: -0 130 ' : ÿ2 ÿ( ÿ )ÿ 'ÿ ÿ* ÿ$#
# +
- "
%
1
+*%8* (# *.
2 ÿ*-Dÿ%0 .5
hi^2 ")'ÿ#ÿ* $ .ÿ.''-1+ÿ# +(--: .#ÿ.ÿ*$,'+-$*5
oÿ * ÿ "1 +%d *+*0 3+ ÿ %#ÿ% 3 *ÿ%$ *.+-ÿ+% +.
##
8*
;
' % *# )(
hZÿ * ÿ "1 +(** +'3* .ÿ0* 1'ÿ$ 0 9* $%ÿ0 1 *F"9 %- 3)* +
oi^2 ")'ÿ#ÿ%.1ÿÿ0 1 *.%* ÿ+3 1 2ÿ d - 3* .ÿ*.ÿ ÿ * 1
+*%# ÿ# "(#* + 1
2 - D10 ( ÿ%+0- 5
ÿ
#
91
6
6
1
9 6 616 911
61
1!
3
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
!#ÿ ( ÿ ,ÿ,ÿ' ÿ 012 ÿ 4(-ÿ7-7+(+ 6 -,ÿ-(ÿ2 /(*( ' :,
"#&' )*+-+ (-(./ ÿ 23-5ÿ 6,5 -ÿ2 /(9 ' 5+ 6 -ÿ 0 / 7*,
$
4 8
4
/(: -/;<( =
5ÿ4ÿ; 6
4
)
!#$12 ,, 4 ;ÿ+ ÿ:-(0 5( - ÿ'2 7>?3ÿ: ÿ ): -+ (6 2( /( ÿ5
"#ÿ 2 ÿ' +65:4 ÿ' ÿ+5:;, 72: ÿ / 6*/ÿ4ÿ,ÿ( 50 -64
#
A D4
4 - : ;ÿ,/;6-0 : ;>(ÿ(>ÿ//ÿ ,-/
27 /;7 -; ÿ ' 44 7,@== BC (-E
4 ): ( (
!Fÿ 2 ÿ ,ÿ4 -7ÿ;;: + > ÿ: ÿ0 ;/7:, 2 4-7ÿÿ7>(/ 28 : ;=
#$12 ,*+-0 :/:/;/ > / (/ 6; /7 - ÿ+ 2 5ÿ /,: ;ÿ2 ÿ+ 6(
ÿ
4 G4
:
HJÿ NPQSTS #S XY
I LMO Rÿ UVRWS O
]
HJZ12 ,*/ÿ:)+ (2 87ÿ ,/ 6*+-5:4 ÿ' ÿ+5:;ÿ'2 7>?3=( 5
IIÿ 2 ÿ )4 ;ÿ,ÿ+ ; 1[\ÿ: ÿ ,ÿ+ ÿ:-(0 5( - , 72: ÿ ÿ /:
0
)
*4(/ 4 -2 87ÿ ,ÿ( 2) +ÿ2 ,+ _46 -ÿ: ÿ `ÿ+() +2 /(4 -/ )
5ÿ8 +ÿ+ ; 1[\= ( ÿ4 5/ 2 ÿ2-_/(/ 6*/(, 5ÿ4 ÿ' ,ÿ+ÿ:
0 ^
6 2( /( ÿ /+(C5*( 5,4ÿ 0 : ;>(ÿ' -<7ÿ4;: (ÿ(, 2 4-67ÿ -5
( 50 -6a -5,ÿ/ <4`ÿ5- ' 44 7,-/ÿ ;: ÿ > 58 ÿ+ 2 5( ÿ a +(
( a
(
; 4
:+
B57: ÿa :?3= 2 ÿ' +6+ (1[\ÿ: ÿ/ <4`ÿ 5-(57-: ( ÿ+2 ,,/ 6
(,4 ,4ÿ ÿ ÿ ,, 4 ;ÿ,ÿ ,/ 6a *( 5,a ÿ' 7 :( 6 62 54 (ÿ:
/ 12
5
4 ÿ
760 -ÿ' -7->/7:7ÿ' 7/ 26 ,5 - :ÿ4ÿc*2(ÿ' ÿ *( -a/ <4`
: 7/(-/ÿ ( 5- ÿ -(5 2 ÿ(07 7 = 5(/ ;C (d4 ^7 5*( 5
: 4: ÿ
24 b
ÿ
, 4 ;ÿ5B6 ÿ4 ÿ+4 - :,57(9 : ÿ /-^7, 4 ;ÿ(+ ( ÿ 5' /-ÿ:
' +624 7(' *(/ -*/7 ÿ(B0 ,ÿ 6d( ; - ' +68 ÿ,6a ÿ( ; / 6
4
/
'ÿ
4 '
a: ,ÿ+2 ,,/ 67->/(<7 ÿ' ÿ /-ÿ2 =
7 (,2 54 (ÿ: ÿ ( 5-ÿ - -(d( ; / 2
:
'
'
/
HJHÿ 2 ÿ' +68 ÿ(a0 :/: 67ÿ' 78 : ;,ÿ: ÿ ): -5/ ÿ5<5(6 II 12 ,, 4 ;ÿ(,; 4 -7( ÿ -(5 + 6(C 6*/ÿ4ÿ( 64ÿ 7 ÿ//
_
: ÿ
4 -7(-(6 ,> /( ÿ4 -7(ÿ5/ÿ4ÿ )-( ÿ4 ;/ C:-;ÿ5(( +(0 6
+,6 ÿ' ÿ(7: -60 :/: 5/( C 5*/ÿ' )6 <:4 6ÿ,/;4ÿc0 -ÿ4 (
:
7 C
<'0 ÿ-4 + (ÿ50 / > ,a/+(ÿ5a: - : ;)4ÿ' ÿ2 C: ;6: ÿ-(ÿ2 ,
7'7 56 0 ,4ÿ' : (ÿ -5,4ÿ 07 /7 ÿa (/ 2ÿ0+ 7>4' 5/ 2 =
:
(
+ 4 - - 7
e + /7: ;2 ,6 ,> ( ÿ ÿ / 'ÿ((4 C 5/;<ÿ-6 :,-ÿ ,ÿc0 -8(0 6
6 0 - /ÿ 2 ÿ(7: 6- - 0 C B;2ÿ ÿ; ,+ ( -ÿ - -(( +/ ;ÿ4 (
4 /
4( 6
4 4
4(
*/C:; -605+ -: (C 4 ;/ ÿ4 (24 7( ÿ' -, 0 ÿ4 (7ÿ4ÿ,6a5
)ÿÿ*7 ÿ7 *,/ 0 ,ÿ <:4 60 6 ÿ5B6 6-/ÿ+ '0 6 ÿ : -+ ( ÿ
77 ( 0
6
,
4
4' 52 54 (= 0 ÿ2 ,*+-*/(-(, +0 ÿ4 (24 7( ÿ)-(12 ;/7:
-(ÿ+2 ,,ÿ '/ 2 ÿ ,ÿ `ÿ' ÿ4 5(0 6 ÿ5B6 68 ÿ' ÿ 27 3+
04
0 *2(()B( 8(/ 6( 7 8(8 ÿ' ÿ,5
4 ;-;ÿ7 ;ÿ: ÿ6- ;ÿ)-(+ (=
/
HJfÿ 2 ÿ' --/ , -B5,,ÿ7,ÿ4 +(ÿ4 (ÿ524 5*,-/ÿ )' 5 4
II 12 ,-/ÿ5: *7 7 (C ; C *2 -50 6 C ÿ5>/ ÿ' -*/ÿ/*ÿ5
ÿ + a( 0
4
6,+ --(: 5 ;2 5- :4ÿ' ÿ2 5- >,,( / 64ÿ/6 5ÿ /+(C: ;6:
752ÿ' ÿ4*/ÿ (/7 ÿa-(4 (/7 ÿ)-*ÿ: g5' 5(a -5,ÿ0+ 7>
4 4
:
( 7
[+ 'h470 - : ÿ: ÿ *(j( -5<7ÿ(5k0( = >( 7+ ÿ7;- : ÿ: ÿ( ( , ÿ -7/7 ,/ 6i/ ÿ :(C ;8 ÿ(( -6ÿ 5>4 ,B4/7 ,/ 652 /
a 4
ÿ;
e
4
8 ' B4ÿ ;5, ;7ÿ( B;5*ÿ' ÿ B;2 5[5>/
( /75<7ÿ(+-:5*4/ÿ4 -(l((4 (ÿ 4 5*=
; ÿ
a
4 ÿ
HJmÿ ;-,7>/ 2 ÿ )4 ;ÿ,ÿ/ ` 5+ 6,57(ÿ 5-(57-: ( ÿ+2 ,,
II .+-/`: ÿ2 ,*/ÿ:)+ (8 0>4 : ÿ(B0 ,a ÿ' 7 :( 6 62 54 (n
7
o4[ÿ+ 7ÿ;) / `ÿ0 - :ÿ/`0 *2(7:ÿ0 ;470 - : C -=a 4 5/ 2+ (
\C 642/8 0C4 /7 C ,ÿ4 ;- C4 /ÿ -7/7 ,ÿ 0ÿÿ +ÿ2 ÿ,,
/
; 44 ; : a 4 ( \)
;0 - :8 0>4 : ÿ 6 C: ;6 ÿÿ( : (ÿ' -6 7>, ÿ )6/ - /;ÿ( 5/(
4 /7 ÿ/ ` 5+ 6*4 (ÿ0+ (/5*76 5-/ÿ4: ÿ4*/ÿ5*/7 ; 6 0( ,
4
7
0)
8 -();(
/-5ÿa=
7
HJJÿ 2 ÿ ,ÿ(a;ÿ : - : ;:\ p_:): - 5,
II 12 ,*+-8 ÿ ;a 07 /ÿ ÿ 4 ;ÿ(<4`=
+) + 4 4 [B
/
ÿ
HJqÿ 2 ÿ' -84 (-(<( ÿ ,ÿ,ÿ' ÿ2 527-ÿ 8 -a/ <4`/ 6r( ^7
II 12 ,-/ÿ5<,ÿ' ÿ 8*+-+ (-(/ 24 5 (r( ^7 5*( 5ÿ: ÿ 8 AB, 5 //07 =
2
HJso7( ÿ-( *7>0 :( -4(ÿÿ(;;5: - 5ÿ: (ÿ' :t *7+(ÿ ,ÿ,
IIÿ 6 4,5/ : ÿ4 -:ÿB5/0 ; /ÿ(<4`; > 5-/ ÿuÿ : -,*+-+ (
+
4
d&&[ÿ7(3-( *7>/ 670+ (/8 ,;(t ÿ8 ,d&&[ÿ7(,5/
]Bÿ 5/ : ÿ: ÿ ;6 ÿÿ/(7 ÿvw` 2 ÿ ]Bÿ-( *=
:
:
4
7
HJxÿ 2 ÿ' -0( -ÿ; 5/(6 ,-2' *(,5( ÿ: 7 : :,4ÿ7 ;-ÿ ;_2
II 12 ,-/ÿ5/(/- : -ÿ(`4 g4 ÿ0( :( B5 *( -ÿ5,*+/(*+-/ 2
(
<7> -(2 5 : (ÿ ;8 ÿ(( -6
6 (ÿc (7 0 ,<7ÿ(5k0( =
(
;
HJyÿ 2 ÿ' -/-54ÿ7/ ;ÿ' ÿ : - : ÿa,/ 6 5ÿ<7 ' ,ÿ+ '/ÿ' ÿ ;*(
II 12 ,-/ÿ; ÿ56,8(-(a 07 ,4ÿ-: /6, - (C 0 ÿ,-(o4+
(
+ 4
0 ,
z2l4 ÿ: ÿ : g ;:ÿ<7 ' ,ÿ54' 5: - (+ (ÿ-5/ ((( :,4ÿ( /75
g <:/ 6D7>37 -, - (C ÿ-(ÿ/7 ÿ,57 (a0 ÿ;*( -ÿ58 ' B4,
( 0 4
B :
<7ÿ(5k0( = 4ÿc*2(ÿ2 ,, 4 ;ÿ4ÿ;0ÿ: ,4 --ÿ-(ÿ2 ,4ÿ-(
;8 ÿ(( -6ÿ 5(/ ;C 2 ÿ' +6: -84 `;`ÿ+ÿ 4' 5/ 2 ÿ54' 5
;
b
/
7
4
a/+(ÿ' -+ (,<4 ;ÿc ( --ÿ 5ÿÿ(-7ÿ )ÿ( 5ÿ 5ÿ8 +ÿ52 5' : ;>
( -5,-/ÿ,5ÿ +6(2 0ÿ <4`/0 5/:= /:*4(/ 4 -24 (ÿ/ 67
4
]
:
4ÿ: ,
a7`=
;
HJZ 12 ,, 4 ;ÿ4ÿ(, 8 -( ÿ -ÿ*2)/ ÿ/ : 5ÿ5-,ÿ6 (- ( :,
II{ÿ 2 ÿ' +6: -8 ÿ+ *7 6<7 ( -ÿ68 : (,4ÿ -/ B57 *( -=
- '
(
,
HJZÿ 5 -/ 63' 50 IIZ37^7 : ÿ 4-+,
7ÿ
!$12 ,7->/7>37^7/ 63' 50 -ÿ' +64 ;ÿ7:+ ÿ 57-:,-( ÿ/ ÿ/ 6(
#ÿ 2 ÿ ( 5- ÿ 5 - : ÿ 4-+,, 4 ;ÿ:),> ÿ2a ÿ ( -ÿ' )0 :' : ;
: : 7ÿ
4:
/ 7 /
5
<7 4 --(, 2 4-4ÿ:/ 6- : ;2 ÿ: ÿ' -+ (,<4 ;ÿc ( -a4 -(,/(
- +ÿ' ÿ+ 2 5ÿa ÿ6 74 /ÿ 2/ 6-/ÿ,5ÿ +6(2 0ÿ *ÿ' ÿ--6
'
, 2
)
a: - : ;)ÿ4ÿc*2(ÿÿ4 5/ 27ÿÿ /ÿ;: 7>/ 2ÿ4 ÿ' +6: + 07 /7= 5(/ ;Ca) +ÿ2 ÿ /*( ; / :: ÿ2 C +, 4 ;ÿ4
4 -b
7
91
6
6
1
9 6 616 911
61
03
1
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
"$ &%(*( ÿ)#ÿ ÿ)&ÿÿ &% )ÿ1#")*( ', (*ÿ)4("#-" ÿÿ)*,
# %' &)ÿ#" * )) ,()(-%. /0 * ÿÿ3 ÿ' ÿ3 &," * &) ÿ ) (2# ,
# %
* 2
# % 3 "
('
'5
67ÿ# /*)(ÿ3 ÿ% ( /(<( =' &,,"ÿ% &'")' &(# ÿ ÿ% &( '( =)*>"
7 9 , &ÿ3 ))*1 $ : ;&ÿ# ÿ3(*ÿ < /ÿ; ÿ*)",) < /ÿ' ÿ# ÿ3 ÿ &
8
#
,
%
"
#
%ÿ (
* <%
2# ) # ;<%ÿ3 ÿ)#,)*( '3 ,&4,** ÿ &?;,,@/)&;)ÿ" $;ÿ ÿ% &
/ $" (" ÿ2)*" * )ÿ3 ÿ' ÿ(ÿ* ")&=2 5 " *ÿ ,ÿ*(*=& ) ) < /
% )
( '%ÿ% ( <# @*( =, % ;ÿ%ÿ*4 # & ÿ & ÿ&"$/ *)" A()ÿ'
' ÿ&$ @' # ÿ( ÿ# ÿ3 /=# ): ÿ* *") @,%ÿ ;= ÿ3& ' &<( '
$* #
=
# @*ÿ&,&"*5
( ,%ÿ*1$ ,
67ÿ , ;*)*>"ÿ* / ,ÿ&>3 &$ )"ÿ3 ÿ ,ÿ" $ÿ <' ,";ÿ# ÿ%# )
78B*%1ÿ3 ÿ &&C *)%ÿ %)/ÿ )*@% )=& )-(ÿ% ,:*( == ÿ%
7
"
#
*
",&ÿ= ÿ&%3 &@(.) 4: ) * ÿ3 ÿ* / ,ÿ# ÿ,2;; #5 ;ÿ* / ,ÿ
# *)( ,%ÿ)*ÿ &*" ÿ*-* #)*&C *)( ="ÿ/2; )ÿ <&C *)(
#
) "@* D#
=,@:4 ("#-3 #&C " =)ÿ% ;)ÿ3 ÿ(.E55 ,"4)*/ *ÿ ÿ' $2ÿ
"( "/ ) ÿ * ÿ* /& ÿ $ @'**)*),ÿ*4ÿ .# ÿ3 ÿ,&) , * " (
%
*%
(
% <
' &"/(ÿ< *%ÿ &% )5
() ;&)' ÿ2 . /F
$
-%
GIJ ?' ,/ "4K(; )%ÿ$/ "4( ÿ N( =9 )# "#, % ;ÿ#<:% .' % *
HHGÿ ' ÿ,# ÿ ; ÿ&" ;=# ÿ#>M>ÿ&/ ÿO* ,% ÿ3 /=% ;ÿ;$ÿ3 #
L" #
# @: &ÿ3 )(*$ #" =, ( ÿ ' ÿ3 )"$/ *$ ;0 0 # ÿ ÿ;$"4
/ *,)(ÿ&ÿ% 2@* ÿ' @5 ,)(ÿ ;= ÿ(;ÿ ÿ =MM>A:% .#
&
?'
#
A>M>A(
2# ) # ;<%ÿ' @ÿ * )"("#@/)$* & ÿ * )<)**2(/*ÿÿ3 "@(.) 4
/ $" (" ÿ&, ( " #"$ ) ÿ ,ÿ;(;" #" ÿ3 ,ÿ )&,")*& &*"
% )
= 2 %
<= 2
* # ÿ #
)Oÿ# ÿO ;"ÿ3 ÿ&*"ÿ &)*&:% .=( =, ( ;)5 % ÿ <# )/ *)*= )
*)( =*'(#)*$" & 2 ÿ3 " ;$* ÿ# ÿ' @ÿ,,ÿ /@(ÿ%ÿ,ÿ3 ÿ((
) (% ÿ
" P
( $ ,* ÿ"ÿ3 ,ÿ %,2&( <' &% *# )=&$;ÿ*(* ÿ ÿ' &) 4%ÿ &1#
$ *,=1()**) ;ÿ ÿ# ÿ/' ,ÿ%ÿ" ) &;)=) % *(" ÿ&" % "4
% %
*<
% # @'
< /ÿ' ÿ&*)# "#E55% ÿ <# )/ *ÿ3 &0 &,;"2&)( .# ÿ/' ,,ÿ&("4
% &( '%ÿO* ,% ÿ*4ÿ /@(ÿ%ÿ,0 (*ÿ ÿ*;)%ÿ&$"4' &% *0 * )
<
, % ÿÿ
$ #
/ *ÿ&2*0 )55
,&'%",ÿ $F
; *
GIJ ?' ,/ "42$(ÿ* % #) #2&( $ / )( )* ) ("#@/)/ *
HHQÿ ' ÿ,# ÿ "; $ 4 "% ÿ ÿ$ % #ÿ/3 #" ) ÿ ,ÿ,
( & " %
$%
$%
ÿ
( & " *
R $ ; )* ) ("#E# ÿ%ÿ )%ÿ)*ÿ $(ÿ* % #) #)$ # ;4 F-3 &ÿ% ,:*
% (?/3 #" ) ÿ( =# )?BL" &%3 &2 "; $ 4 "% ÿ 3 %% <ÿ **' ,";0
( =@/)/ *( ÿ; &(*( )* ) ("#@*3 =2&/ *,/ = &S <(,%=
# ÿ ,ÿ,ÿ#() # )ÿ/3 #" ) ÿ )% ÿ ÿ,&ÿ# *ÿTÿ* &ÿ;5
*
$%
%
GIJ ?' ,@/)&C *)*'""/ *ÿ% ,#ÿ# ÿ&1= ÿÿ;(ÿ"/ ;# V&( =:*
HHUÿ ' ÿ ,ÿ* / ,ÿO ; ) ,&$ # * )( ='% "*($* &1, (ÿ =%ÿ/ ";
$ÿ
(
"=$ ) #-3 #&$ &"4ÿ4 "4ÿ&%3 & ,ÿ .# ÿÿ* %=%ÿ,&( ) "5 "
# "(" ÿ * ÿ* %=# 0% 4# 0 ÿ)*-"*@("4(&$ &ÿ2 *ÿ$") ÿ ,
%
; %
/ 1 )&52 /ÿ/ "*,@% *ÿ#)
% b
c<
"
% 1% ,ÿ .ÿ/*)ÿO ;"ÿÿ,@*( ((( =?' ÿ 1* # ),ÿÿ ÿ( Xÿ# *,( =3 : "/ 0 *, &ÿ *'(#""ÿ )= )ÿ# ÿ 'B*"-ÿ%*52-*$ #)/ = &)# ÿ%
@(
%
#)
c
< /ÿ' ÿ &,%ÿ% &"A' ÿ/$ (*ÿ)" =(*<% 1% ,ÿÿ ;= ;<< /ÿ*"% &( '-%.ÿ&< /ÿ ( '' &3 ,,(* Xÿ ");ÿ: "/ 0)-"ÿ*(ÿ% &&1*
#
@@*
" ;
( =@(ÿ& 4 &(&d$"#ÿ =-3;ÿ& "4"ÿ')ÿ% 0 ÿ #)=,& /*( ' ÿ# ÿA'
# ÿ <)" *ÿÿ** ) 5 ÿ " '"# ÿ / ÿ < /ÿ -% Xÿ")" )ÿ' ,( =" ( '
4
% ?# * $ , % -*
:
#
' &3 ,ÿ* ÿ3 )(*$* && A2,ÿ Xÿ** )*' # "*( ' ÿ3 ))<)ÿ3 (ÿ,&ÿ )
/$ (*" @,)(ÿ&ÿ;(ÿ" %25 ;&d$ÿO * ,1ÿ' ,)(ÿ&ÿ $ * )/ *,-"
)
' e*;
%
3
"("# ;ÿ"3'"*5
& ) (;34 ÿ& ,
&% <
$
c-*2 =)(ÿ% ÿ(*()@'* ÿ ÿ #' ;)ÿ*"-,ÿ2 )ÿ% &$ () "4 ÿ )ÿ(=
2 ÿ" ÿ3 )< /3 1ÿ)* )=) @( "/(*&1* 0#; *< /ÿ3 &ÿ( .# ,-" ' "0
ÿ #
%
"(
3
"$ #""* 0"** 0 &2.ÿ * : $0 &* 4 4 ÿ )ÿ3&A()ÿ*1$ ,)ÿ%, ÿ#< /
# * ) b=ÿ; &=ÿ ÿ *2 = ( .ÿ ÿ# ( *-" )" ' &<,&"*ÿ = ÿ%% ÿ% &
1 2) % ( *
%
3 =
%
: 3 ;ÿ ÿ ;).ÿ)' ÿ ÿ&,&*)*")4" ÿ23 ÿ '>)&0 "3@(ÿ$/ **' ;#
* (2-*-"ÿ(*,* ,) '**1ÿ3 ÿ * &<%ÿ *?' ÿ %*ÿ $ ÿ <" ;= ÿO *;4
0 ;
%
# ) )
-3
#
"
< /2% )*f**% *ÿ % &@5
% ÿ&@ÿ3 ÿ 1;' &g&4(
QJij lm o
Hÿ k np
QJJqr iuw p y
HHÿ sttÿ vxj m
n
c< /-( ))ÿ#% .2(/*ÿ&2# ) # ;<-" "ÿ% &( 'ÿ: ÿ <%ÿO@'*
2 % ÿ #ÿ / ;$ÿ )&,%ÿ $" (" ÿ ) #< /ÿ' 0 <-(ÿ2 ( ;z
ÿ
%
*
/ % ) 3
E
*
, : $") # 0#4 @*$ &* $*0 ( ÿ1;0 $ *,)ÿ&@"@ÿ% )#0 &
/ ,& " ,ÿA( ÿ/ ",ÿ @*; *,ÿ $ ,ÿ '* / $ #* )ÿ
'% "
4 * ( %
%
?'
ÿ
/ ;$"4(2;1&"#0% ÿ ,ÿ,ÿA' ÿ/$ (*ÿ ' ÿ <# )/ *)*&%
#% .# ÿÿ ;*,% Fÿ /@/)/ *" ( '' &3 ,5 ,@(ÿ%ÿ,ÿ3 " -#
/ÿ
<
#
91
6
6
1
9 6 616 911
61
1!
3
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
!" $ &( ÿ ÿ&+ .# &" *+ÿ, #'& -1ÿ, $%ÿ# & ".12 , !" *4/%'
# % '!(* , -#ÿ+ *&ÿ/0& * %'2 # ÿ(-" (ÿ"(ÿ 3 &" ÿ" -1
+
+ *( '
%
*
ÿ
&
"
!%./2 # 4 (ÿ*7 9 ÿ& ÿ$ '!"% %%!%ÿ+ÿ#, ": *+ (ÿ;"& /"(ÿ + "2 #ÿ (% 4*"/ *4 *ÿ 1& *' -4 ÿ,*& 2 */%
56ÿ " 89
+
-.2 /+$ /# -ÿ ÿ#'&*%ÿ' #ÿ,*!"(*ÿ,# %'3!" $ &( ÿ*"
' (ÿ ÿ*"ÿ%-* % * ÿ$ *4/ *# (+ /ÿ 9 /$ (& ÿ # % '!(+$ /
& +
(+ +
"
*% ÿ<9 ÿ,# %"
$ &' % 99 /$ (7
&
89 (!%ÿ(ÿ<9 ÿ,# %"# /" #"ÿ ÿ& :"# (+ /ÿ ÿ* >43*-+ *&
9 ÿ 1, "' % 99 /$ (ÿ,/& '(* " % -ÿ,*!"(* =' ÿ'' ÿ &" *
&
+
+ 9 %#
9+ '"('ÿ$ ÿ9 7
/?4 /ÿ *"% 9
&
8& ÿ/4*ÿ/'<% ÿ,/& '(9 /$ (4?%'<9 ÿ,# %"!%ÿ+ÿ; ' 2 &
1#" ' +ÿ 3 !"# /" #"ÿ,# %" ÿ'ÿ % 99 /$ (ÿ 1& *"9/ ÿ 4
( &
&
"%
1 ,( + -ÿ .ÿ,"1 ,$ ?ÿÿ"*/ÿ # % '!ÿ /% 1/(+% -ÿ<9
+ ÿ$ ,4!%"( /ÿ+ ÿ%"%/(+"!" $ &( 0 ÿ& ÿ"*/:"' % 9
+
&
9 /$ ((
,# %"7
6" !: /*ÿ('&*"# /" *9 /$ (:-1*9 ÿ/1 ,ÿ9 ÿ -: ÿ"" *4
!" "ÿ %(3 ÿ$ ÿ+/#ÿ,# %% '*ÿ1 "+ÿ+ /% 9@'ÿ"/A#" 7
+
'
89 (!%ÿ& :"30'3+ÿ" ÿ$ *%""''-ÿ /'<9 ÿ,# %"*ÿ*"(ÿ #
9 ÿ 1" % -ÿ' & ÿ0*!(*%ÿ/ÿ- :"0 ÿ % 99 /$ (ÿ +$ /7 $
* '
3 +&
+
B,
30(!%ÿ&1: ÿ", 4 4*ÿ$ ÿ/ '%ÿ,# %"ÿ& ÿ 1& *: ÿ;$ & " 7
' ÿ 1+ -ÿ"/0& " ÿ *"+'& - /$ (/% 4!%ÿ+ÿ""# % 3 4
*
+ 3 9
89 (4(/ ," ÿ'ÿ$ ÿ #89 ÿ +"!%ÿ+ *9, <& ÿ/"*& '& ÿ$ *%"
9 ÿ'*' *4?%*"C% ÿ 9B*/ÿ 1$ (ÿ-3'(+ÿ;" (+ (*%ÿ/
:
" % -4@' ÿ # % '!(+$ /*% ÿ$ ÿ 9B*/7
& :" ÿ * !" $ &( ÿ*"ÿ$ &*"89 ÿ +"
$
89 (+0/ 3=+ *: ;(ÿ/+$ /!" $ &( ÿ$ *9+ '"/& + D4?/, -*!(
9 ÿ0"' ÿ-+ÿ+">+ÿ*"ÿ # % '!(*%ÿ/?4 ÿ% 4 !'" ÿ'*%ÿ"
&
'
0/9 /$ (ÿ (ÿ'#+ "*"+ 4 ÿ0" "?& ÿ% $*9 ÿ0' !ÿ ÿ,*!"(9'/*
+ÿ,# %"!,*4(-(ÿ$ ÿ4 (+ÿ # ''3" # ÿ1 "+ÿ" * # (+ /ÿ/ ÿ
/
* +
++
9 /$ (7
,# %"
E+ <, (/ * &% 9 ÿ 1+0/%0" ÿ' <%" ÿ/ - "'4: 0/ÿ/(&'3%0&( : #' ' ÿ9 (!%ÿ0"ÿÿ/"* : (4*'ÿ / ÿ"+"9"" * ÿÿ 9+
!"
%9 +
& ,
, -#ÿ9'&: ÿ"* 3, ÿÿ &F+ ( !% -ÿ ' !ÿ*H/ "I'/Jÿ$ *0-@(*"
&+ .+ * ÿ1(*' ÿ9%E+ < & , :"G * %ÿ ' ÿ "ÿ *%ÿ - ÿ$
+
&
8Hÿ" #
++
& !'3# &" * &ÿLL4 1I'-ÿ '/*ÿ$ ÿ*/ÿ0$ ÿ/ -1 ,ÿ9 ÿ (ÿ-%% & ÿ+ ?&' K <%ÿ/ 7H/ ÿ *"(%*+ÿ "*'2+ /% 9!,*#" /
+=
%> + +
* %ÿ
1
'" *1'ÿ,%'&ÿ$ ÿ+ *&ÿ/(/'"ÿ$ *@'ÿ+-& "ÿ"% # ('-ÿ " ÿ$
4 &' ÿ(4 /* 2 "# &" *+ÿ"?# (*%ÿ -& ÿ 3 /: ÿ# "(:"@$ &*"
0* + *
- +
*'-& (ÿ& ÿ& ÿ+ (/% # %3 (*", "ÿ ,4& " ÿ ÿ%ÿ /0-0& * & -1
/ ÿ 4 2 4% 14 @&*" !ÿ$ /"ÿ$ ÿ(/@+ -ÿ" 4* 9 10 ÿ -, #' %'7
%" %
+ + ,ÿ + *
M %&!+"% + *!% % '3# &" *% # (ÿ& ÿ$ ÿ,%'&+ÿ$ ÿ/ - "'4, '3
" /ÿ /ÿ: ,ÿ & 3& ÿ+ *&ÿ# "(% 4*"4 /* ÿ0 "*'ÿ / ÿ(&
+ * %9 +
6" "9(% 4N"'"F$ #7
# '*ÿ& ÿ ?# ÿ " .
OQRÿ VW Y[\] Wÿ 9 ÿ 1+0/% *<" " & ÿ<9 ÿ,# %"( : #'* & 2
PP TU XZ Z^ _ (!%ÿ0"ÿ,+/& @'3' % 99 /$ (ÿ, (/ ' (
89
&
9+
/3 /-(ÿ0 %" +1+ ÿ$ ÿ 9B*/7 " ÿ# /+%'3% *<" " :"
" %4"(+ÿ *3 /ÿ&*"89 ÿ +"ÿ &' +9 /* ÿ,+/& @% #
`$ &
&
: + ++
&
( : #'* & ÿ*ÿ+ /% 9ÿ"( /ÿ ÿ -@ÿ$ ÿ,4 -"ÿ"+
, (/ ' (' +1 ,ÿ9 2 ÿ,"* 0 - *"3 '"' (: -@7
9+ &
9+ 1
OQRacdefZWVgÿW Wÿÿ+ ÿ0"ÿ&% *<" " & ÿ, (/ * &ÿ+ ÿ (ÿ/?4
PP bÿ Y WZ eU e _0 ,+0/% ÿ,+/& @'3( : #' ' 2 ,!,*9+ '"
G1
+ 3 '3?-"*ÿ$ ÿ,*!"2 & ÿ$ ÿ, (/ * &9 / 4!,*-(ÿ*-%*(?&4 1
& +& ÿ%, ÿ *"# (+ /% 4*"( : #' ' ÿ"' ÿ (ÿ *%ÿ (ÿ"" ÿ%(
+
ÿ
9+ +
% "
% 4: ÿ?':"% /(ÿ-+ÿ$ ÿ(/(4 ?# (ÿ 'ÿ$ ÿ -@'3-*'ÿ+ÿ; % ('"
& ÿ"%%- -ÿ#+ (%-0 ", "hÿ"'"7 -*"0 - & ÿ(ÿ & *"$ ,* 2
%
ÿ*
`$" ++ ' (
?
"% -(+ÿ9 /9'*ÿ, (/ * & ÿ#, "ÿ" 3 !"-?-i 9( 4## &" *
;!9"ÿ0 9+ / "( : #' ' (' -4 K @ÿ% ÿ "(ÿ '+ 'ÿ+ *&i
% %
9+ & &
" "
!,* -1/( 9 +*ÿ9 (*%ÿ0"ÿ+ ((" *ÿ, (% * ", 4 *(ÿ# "(*ÿ/"
-9%"ÿ, 9 /i 9 ÿ$ *+0/# & '*&2 : *&' ÿ9 %"i # (ÿ - 3
'
%
(
?
% +%
# -#'& ÿ0+ÿ+ * , -ÿ9 %" 2 4%# &" *ÿ+* /ÿ(%(/'"jB88B>i &
+- * (+2 /# &' %-, 4 *4ÿ 'ÿ+ *&i 0@%"%ÿÿ"?# ÿ= kÿ 4
"+ ÿ & 1
!"
(
%
#+ 4( 9 +*ÿ ÿ4 '+ K
-, ÿ, 9 /7&% 4* &
G '
B, (/ * & ÿ 1: ÿ0"" ÿ-& (4 ÿÿÿ%*ÿ0"'3 ÿ"3ÿ+ ÿ 1+0/%
: #' ' (!%ÿ"+0/4%+ 3 '"%-# /"+0/ (j77 ,!%ÿ0"ÿ
9+
%
&
1
( : #'* &*ÿ&" *"-//ÿ0' ÿ(@"-$ ÿ,# %"+ÿ" *-0 ÿ'3"!+ 'k
, (/ ' ÿ % ÿ&' ÿ:%1+ÿ- %ÿ -*"9 /$ (ÿ//&%ÿ ÿ(& -ÿ ?"7
9+ + / '
0!( ÿ
+%
l ,!%ÿ0"ÿÿ'3"( : #'* &*%ÿÿ$ /4% /(ÿ+ /+ ÿ9 (% 4(/'"2
+ ÿ 1+0/%(& -ÿ, (/ ' ÿ$ *'( %" ÿ#+ (1 ,ÿ@&% 9 ÿ& ÿ"?# (
9+ (
: **""( : #'* & ÿ 1& *"*& ÿ ÿ$/<%*ÿ9 (+ÿ"?# (ÿ !"ÿ0""
,ÿ$ (ÿ, (/ ' (!%ÿ+ÿ;" 4* *' 9 /1% 9 ÿ/(/'"7 (+0/4
9+
+ 4
m%
'ÿÿ% ÿ, (/ * &!,*: ÿ@& 4+ÿ;-(?-ÿ# & " ÿ1*"4 ?-9 /j77 +
&%3 !"( : #' ' ÿ (ÿ"+ " ÿ/"#, '"1-" (4: ÿ$ ÿ""+ "ÿ"3ÿ *
9+
'
&
9 /ÿ0 ÿ% ÿ, -$& ÿ-*+!kÿ% $3 !"!,*: ÿ+ -% " ÿ' #-ÿ/!ÿ$ ÿ
%*+ÿ3 !"9 :' '39%0/ 7 # ÿ% ÿ (ÿ"4 @&+ 4 44/ * 0+ *"
%
(
n
"1
89 ÿ +"ÿ (ÿ"4 (3 " ÿ ÿ? 'ÿ, -%"9 1 &ÿ1%( : #'"2 & ÿ$ ,4
9B*/2 *: ÿ"'& 4* %+44 9' *ÿ%!" *: ÿÿ, (/ /% 4( + !,
+
#
:ÿ
& *4(4 % *3 ÿ+ <, (/ "ÿ,*!"(
+ÿ'% ?&% "& &( : #' /# (+ /7
:
B, (/ * & ÿ (ÿ /ÿ&%-0$ ÿ(/(4 ?# (@$ /ÿ$ ÿ9 ÿÿ?':"ÿ" /
: #' ' (!,*@+.+ ÿ-+ÿ ", "hÿ"'"ÿ ""*"% 9'%%- -7 %&
9+
ÿ*
( % M
!+"% + *( %'3%( : #'* &% /(ÿ+ /% 9 7
/ÿ: ,ÿ$ / ÿÿ, (/ ' ÿ#+ (1 ,ÿ9 (
&
9+
89 (!,*& *0/", "(*ÿ%"*"% 9ÿ"'@ÿ$ ÿ9 2 + -% ÿ*"ÿ9 (ÿ/
9 ÿ (ÿ+ÿ # ÿ(/ÿ /*ÿ$ ÿ9 2 ?" *"% 9ÿ @&+ 4+$ /% 9 2
+
+
/
4
+
, + *# +
+$ /(!'/% * & ÿÿ/"ÿ ÿ# "(0& * & -1ÿ+ *&2 /, "+ÿ$ ÿ9 7
*"ÿ' - ÿ#' ('+4 /* % # (ÿ #' %'2 &" *ÿ ÿ(ÿ0*"% 9
% + & +
91
6
6
1
9 6 616 911
61
21
43
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
!"$% ÿ)( * +' "ÿ.-%1" 3 4%& 0 ÿ' 25()$ÿÿ"/&ÿ-ÿ (ÿ' 68
ÿ & ()* "ÿ , -,./ ÿ2 "/ % "" , )ÿ) (2 -ÿ 1 &$' &&- 7' ÿ &
0
*,
,
,
% & "
0
9- 2
* %ÿ /$% , &* /,9%1( 5& 0 )(:+2 '(ÿ, & 1, ÿ, %) 5(ÿ*, 50
(5. ÿ & 2ÿ-./ 0 ÿ5 %, (ÿ ""ÿ 4 ÿ"* "% ÿ0" 4(ÿ %+ )( %1
, '
& 4 0( &+ ' 4%1%ÿ ÿ' ÿ* ÿÿ-&%ÿ2 -ÿ.% "ÿ&;
, &4"ÿ - :0 ÿ & &-( *(4 /(00 93 /,ÿ9-+ 4
4
0,
<2 "/ & 0 ÿ 6%42 -4 0 2 3-4- %+ - +01 9-4 /- 4-+ &;( 56 2
3 4% % "9(ÿ )5 ÿ, " 9( )ÿ/5& ÿ 9"ÿ=( ÿ2/0 %"ÿ 4+ 0 ÿ,
*,
0
"1 %
- ÿ
9(ÿ.-ÿ2 "/ & 0 ÿ' &%42 -( 4 "ÿ ÿ%4 2 &54 0 2 3-1 , ">;;
6,./" 3 4% % "&(ÿ )5 ÿ4 -"& 5", 0- ÿ, " 9( )ÿ, 5 ÿ-1ÿ
*,
0
,
(
*(%2 9- -" %ÿ' &-* ""1 9=( :ÿ /(/5 4 5*%-;
)& 9ÿ 93 /'*&(ÿ? , -ÿ- * 4". ÿÿ- 2 - ÿ/ @
0
,
4
A6 2(-4 ( 10 ÿ, /-%& 1( *&ÿÿ2 "/ & 03 "53 "0 "ÿ 5 )6 2
. , ÿ/ÿ' 0 %16 2ÿ?"% ÿ* ÿ (" 3 4% % =(- ÿ2 %-"9, -+,
ÿ
0 ,
*,
ÿ
" , )ÿ,ÿ(-( 6&-*% /ÿ 0 & 0 )6-%& 12 -"' 8ÿ) ( 6* %ÿ /B /
' 250 &&:ÿ$(ÿ' ÿ/ 6. 4% (% ÿ?"% ÿ"/ÿ(-(/ 5 ÿ(5. ; ,
9( 2 , & 0
,ÿ
-( )+-ÿ2&9-"$' ÿ(-(/( 6* /' "5(C2) ( ÿ0, :ÿ, & 2 ÿ
?9*-ÿ&4 ", /ÿ ,' 8ÿ) 5 ÿ24 (- ÿÿ.)1 9-2 )4D4 0% -&
)
ÿ
0 ,
( 4 "ÿ' ÿ )1 9-(&/6 2%&, 2 -(" 3 4%& 09, -ÿ /0 $ÿ2&9-"
4 -"&-. ) ( ÿ.-ÿ, ÿ /5 4 ÿÿ2 "/ % ÿ 5 ),ÿ- 4 ", /;
2ÿ
0
*,
.
!2,/0 $%1" 3 4%& 0( * ÿ 6,./(.- ÿ/ ) -%5&ÿ2&9-"3 ÿ/850
&=- - 0 ÿ2 "/ % ÿ* "9(ÿ.-ÿÿ -&%ÿ / ÿ 4 ", /ÿ6*, %%1
*,
/ (* , ,
&-/)80ÿ./ & 0"&./'%ÿ *<&/ÿ 0 - &
' ÿ--( &% ,9(% ÿ-ÿ &ÿ !* ÿ ,-E, 0 4;
0 , , 0
!* "&(ÿ&- &&ÿ4 9ÿ"/ÿ )3 ÿ- 85., &-!* ÿ ,-ÿ %ÿ42 * ÿ' &(&9*ÿ "( 2 -"$%ÿ-/9,- ÿ/9ÿ' ÿ *<&/; "% )5 "
,
)
F' 0
( * ÿ' &(&9*ÿ ÿ/ :2 -"%&ÿ24 (%1(" 3 4%& 02 5 /.)-*-- "",
* "&(ÿ&- && &% ÿ"/ÿ ,* /' "0 ÿÿ2 "/ % ÿ0 -ÿ "ÿ/&0 -ÿ/
,4
0
*,
(
- 1 1 ÿÿ(&( 5" &'( 5"( *( & -ÿ )3 ÿ- 85., &-!* ÿ ,-( 5
0 ( -%3 % 0 =$% ÿ0 ÿ4 9ÿ/4% "$%ÿ-/9,- ÿ 9ÿ' ÿ *<&/ÿ0
0 =
4
4 )
/
6 29(ÿ-/9,- ÿ, &-!* )ÿ 8)* /H/1( ÿ- /ÿ /ÿ3 2ÿ 3 4%& 0
, ÿ 63 ÿ- 85. 9ÿ' ÿ *-G--, -ÿ , /9; (09,-( , &<2 "/ %
/
I
*,
B- ÿ/ );
/-F%"
(
JLMN ÿ V YV Wÿ ]Z V Yÿ -"" , )ÿ(-("( -"2 1( -5 $0 /5
KK OPRSTUWX ÿZ [\ TUWX ^ /ÿ' 25' 8ÿÿ- 9)"ÿ* /5 `, 1( _"
-* / 0 -( 5" , )ÿ,ÿ-( )ÿ ÿ( 8/- & ÿ2 "/ -&ÿ )*-8/ & 0 ÿ.'
? -% 4 ÿ0 ÿ' 250 &3 ÿ3-& % 5 -&0)" 3 4% ÿ 92& )ÿ(% % ",ÿ ,0
6
3 , % (, &
"9-&%1ÿ 8- 3 "ÿ/4%-ÿ09( ( %16 2ÿ2 "/ & 02 1( -( 55 $0 /5
( ÿ'0 ; %$ÿ-&*( & ", ÿ 0 10 ÿ, /" 3 4% % ÿ* /5 ÿ0 ÿ, 1( a4
*,
, & 0;
*% "
,
JLMNPcd be eZghU f\ ^ ./ÿ"%1(4 ", /&ÿ2 "/ -ÿ, ÿ' 25
KK bÿ OY USf\ ÿ \iVeZÿ ,-(:0 ÿÿ2&9-ÿ " 3 4% + 2" , )
Z
j,
36
4- / ÿ-4%-$' &&-2 -ÿ )1 &./&-*%-ÿ $ÿ 0 ÿ" -ÿ-ÿ 0' ÿ $
)()5 "/ ÿ (ÿ' ÿ"/$%ÿ-ÿ ÿ' ÿ/ ; 9( 6% 2 "* /9, &lk,
6 3
) ,
4 k,
"
92 '4, 5",( -ÿ (ÿ%5,ÿ4 -"&ÿ, /"/%-ÿ0 2-6 24- /
4 ÿ)2 ÿ&/1 lm' &:0 ÿ. 4 "ÿ 6 2ÿ-84 ln " /ÿ, ÿ)()
( ,
6
3 0
&
4 992 %(-&-/o % 9- &ÿ-4%- ÿÿ ' 5 )ÿÿ.' ÿ *-G--, -ÿ , /9
, 04 &ÿ' ÿ- 2/ 0"5 "/ 5%<4 - 2-p,ÿ -!* )ÿ 8)* /H/1(
I4 0 -!1- 9- &ÿ 2 5%ÿ /- 0"ÿ(+ 0 ÿ 0 %1
%- "ÿ /- 0+, 0 ÿ !1- 9- &+ ?ÿ 5j( :0 ;
. 0
F (
JLJNPq V Uÿ ^ * ÿ 6()$ÿÿ"/&ÿ4 -"*-%2 )ÿ24 (- ÿ, &0ÿ/
KK VÿrX WXstSSYÿ "9(ÿ) (2 -ÿ ( 4 "ÿ/8, "6* /' "54 0- &,
!*
,
,
4 0- &" 3 4%& 0 ÿ" - %4 )u 1 v0 "ÿ- * * /+ , :+ 2 %+ "4ÿ%- +
, &0ÿ2 "/ % ">* 4. ()ÿ (%-+ $" ( -"ÿ , "ÿ 5,ÿ %+ 5 ,
*,
% 69(
0
3 ( 92 8
( 4 "ÿ ÿ/."%0 ) (( (-+ A+ )2 ÿ&/1 + 0 ÿ* /85"/%-ÿ2 '(
4 -"& *,-", (ÿ &3 ""ÿ Hÿ, 5",( -ÿ 5( *,- ÿ-84 "" 4 ÿ"
,
5
w, 4
(
4(", 9ÿ 0 1 9- &( * @ÿ/85 5&(ÿ, ÿ1- ÿ,ÿ ÿ% 4)ÿ/%5/4)ÿ(1 &
)"/, 9( ( - 0ÿ* "+ , %- ÿ' &6 2( /-0 && 5/ & ,ÿ % & &/*
, -6 0-6
% 2 -"&ÿ"ÿÿ24 (%19-' 5,' /&( ÿ=* ÿ24 (-ÿ0 ÿ, /1 0 /)
x<ÿ"/ÿ 2 -(* /' "0 ÿ &, ÿ&-ÿ' 0% ( ** /' "+ 56 2ÿ- -(
,
0
(
4 992 %(%0 ÿ3 2ÿ&-ÿ24 (%19-' 5 ÿ/ÿ,ÿ-%0 5&ÿ%4 2( -2 -,
, 04 & "( , &,' /* /' "0 ÿ &, "(-0 &5 "1 - ÿ 5", /1 ÿ"ÿ.
,
,
%=* ÿ24 (0( ** /' ";
,
JLJN ÿ ze VhU cX{b Yÿ * ÿ' &, -(-( /"ÿ )*-*(./ ÿ 6()$
KK OPydfSzf\iÿ UeX ^ "&(ÿ* /&ÿ4, "92& )ÿ)&,9"9(ÿ)
!*
%
2 -"&ÿ4 -"4 0- &ÿ2 "/ & 0 + /.(2-ÿ' 6' 8ÿ4 2/5%ÿ, /( *, ÿ&"/ÿ ( 4 "ÿ, &0+ 3 4% % "ÿ ÿ &/"&- ÿ(-( o % ÿ 6 2ÿ* ÿ0,' /
,
" *, , -0
*(./ ÿ/6 2ÿ 3"&+0 )50 ÿ, " 9( )ÿ- ÿÿ )*(./ 1 9-+ /85 5
)&,9",ÿ, /$- ÿ% ÿ42 %14 0 2 3-% 9"%92& )&,9ÿ( "ÿ , %-%
& 0 %
*
&, -% 9"(-(" ÿ8%3-(ÿ=* ÿ24 (-ÿ &%ÿ' ÿ* ; , ÿ "ÿ,ÿ% 4)ÿ/
' "ÿ- ÿ/ÿ),(() )ÿ"% ( ** /' ""$% 0&-( *ÿ 292&0 &5/ & ,
&
( 0
'
|
-6
%5/4)ÿ(1 &% 2 -"&ÿ"ÿÿ24 (%19-' 5,' /&( ÿ=* ÿ24 (-ÿ0
0 % & &/-ÿ "/ÿ 2 -(* /' "0 ÿ &, ÿ&-ÿ' 0% ( ** /' "+ 5
- 6 x<ÿ ,
0
(
6 2ÿ- -(ÿ, 04 & 0 ÿ3 2ÿ&-ÿ24 (%19-' 5 ÿ "ÿ,ÿ%4 2( -2 -,
, /1 0 /) 992 %(% "( , &,' /* /' "0 ÿ &, "92&0 &5", /1 ÿ"ÿ.
4
,
%=* ÿ24 (0( ** /' ";
JL}ÿ U U bhb\ fZ^0) &54/2 &0 -+2 '(ÿ - ÿ (2-ÿ/
KK ~VW]VXcSX eeÿ ZX fÿ ÿ9% ÿ% 9"( 4 "ÿ 4 ÿ"$' 0. &/"(A% - 4
"
5 * 0 - &2 , ÿ* 4. ÿ(5 /ÿ ÿ 0 & 0ÿ' ÿ* ÿ 62 )4ÿ' &.0 & 0 )6
- - 5 0ÿ* 0" - %4' /$(-& . 4% + -( *9(ÿ0, :&(ÿ 4% (%
%
,2 , &
2 , &
$% , &2 %1%=* ÿ24 (->;; 0(&, , ÿ* ÿ' &( 5 ÿ (2-ÿ - ÿ6 4 5
& 2ÿ"0 ÿ ( ** /' "ÿ-1ÿ ÿ"/0 96( *&(ÿ5 ". &/"$' 0"0 '
0
(
$% ÿÿ )", -; *.(2-ÿ' &$,:%ÿ, %(%0$% ÿ0( *,- ÿ'"4 )
& (& -4 * @ÿ ÿ &/"&(ÿ /ÿ 4 930 & ÿ & ( ÿ* /85* 6%(
' !* 0
, '
*, 2 &>2 '(ÿÿ 6ÿ0( ÿ
(%ÿ 62 )4ÿ 0 & 0 )6$% , &2 %1%=*
/5 4ÿ" 4 ÿ"(& @, ÿ0 ÿ ""9(ÿ0, :. 4% (% ÿ & 2ÿ"0 ÿ ( *
,
3
2 , & '
0
* /' "+ /85 5&(ÿ0%=* ÿ24 (-, & 0%ÿ8%3-(ÿ )ÿ, ÿ 60 &
24 (-ÿ , %- ÿ' &( ÿ ( ** /' "ÿ*% ÿ (() )ÿ"$-)| 29(ÿ,+
*
0
," (
;
ÿ - ,
0 "
' $--+- 2/ÿ"/ÿ ÿ24 (-2 /)&5*, 2 &ÿ/- 1 1 ÿÿ5 -& %1,
, 8//o % 2 -"& * /' "ÿ0-(- ÿ/5 4",ÿ0 ( -%( 8/%0 ÿ/
2 , &
9(:& 1( & %-ÿ ÿ0, :( *.0 & 0 )6
/-% ÿ4%& "& 2 )4ÿ* ÿ 4% (%;
0 8% ,
91
6
6
1
9 6 616 911
61
21
23
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
!#$%')* +,& +ÿ 02/ ÿ 62 ÿ76/9::;> @ BC DE C HID @ Hÿ ÿAK CE
"" &ÿ * ÿ- ./13 ,45,+/*ÿ8 ÿ ÿÿ AÿD ÿF GEÿE DEJ D BL I
=?
@
H
?
M @ I@ÿEOK IJCÿ HG ÿ@ I RE ÿAIN ÿ>JEC Dÿ@ ÿ IÿIÿAK CE
@ N ÿBIBPEÿL JQPÿEK F A N@ JPE@ÿL ÿD S ARAJA ED BL I
REL N ÿJEÿL FPTD ÿAK CEJÿ@HKÿL IÿCRE JSA LCÿ DEV ?@
J@ I@L BJC ÿ C DD BL Iÿ K H JJ@ ED ? FIÿ K ÿIUD HÿCÿB
F
@ E
I
JC P@ CÿBNJK BÿFBW
BNJ F H E P CNE J?
P K ÿ
!#$% ÿ Z * 50- 2,
"" X'Y0:63 0/ 3/ ;
[ÿ HJ^ D ÿ ?>KHCEOBA HABF ?I@C EÿBON NJE ÿBÿ>EE ÿ?
P]CH Iÿ IRCÿ PJJÿPJCÿ BE KÿJBM S @ PE ÿL ?CE@>BNG
\ E UD
CP
K
D
N OHD BÿF@HNCÿF@M F_J F
EE@ EIE BH ÿIC ÿBC PCP W
E
@
[\`PPMÿ D ÿ ?F JRPE>BK? JK BE KEÿFEIJED@ EIF ÿÿE>B N
Pÿ FF ^ IRCÿ@ÿ F ÿ ÿBD@ ABF PIA HIÿL ÿBK IPMPD B@RE
P
UD
@
I
@> EPE[WW HA TCE ÿ FF \
>ÿ OK ÿEMÿ@ NG INRPPMW
N
K
[PaK C M Iÿ D ÿ ?>KHCEJC IKPF ÿBJC I IPF ÿ> BD@ ABF ?@
P\ bL F E^ IRCÿ PJJÿBF C J I@ÿBF RPI@ I@ÿ ? JK BE KÿF
Pÿ
UD
CP
@
K
C ÿD BONEK C M S BON NJE ÿBÿ>EE ÿ?JEEK C M ÿIH
FC D@E ÿbL F Eÿ @ PE ÿL ?CE@>BNG ÿL ÿbL F EPE>
D
J W
[ \=PCÿ Pÿ >B M ^ D ÿ KHCPM=PCÿ Pÿ >B M ÿecdI\ÿBD@ ABF ?
P ÿ J H Fd>EP Iÿ I> PJJ ÿ J H Fd>EP I[= fS ? JK BE K
O F P c@
F UD C P F F P c@
F
K
>JBIJC PMÿF ÿJEÿBD@IK BPI@ÿA ITE APEÿBNF ÿ Iÿ@ ÿ@
AAEÿBNF S N@L BK? JTE APEÿBg CPIK BPIJC PMRAJK RE> R
C
J
J
B
EJGPL NG F IÿE APEÿB SAAEÿ@ IPFREK C Jÿec`fS B@L B
IC H E ÿC hS K BPI>RIÿ JBIK RRPI@ ÿ BL FI[i \ÿ ÿJE
I
I J P >
@
C D@E ÿF F PHFJAPF ÿF ÿ Iÿ@ Hÿ JÿHC DPC HÿQW
D BON> C KCÿIP J IC NRAJK RD?QP CHD H GEH
P P J@
L ÿ K C
[\cBD@ ABF ?C D ÿ ?F J@>BK BE Kÿ BK RDEPMJIIÿA LC
Oÿ ? JK BE KÿD IRCÿ@ÿ>EÿABF ?> ÿ@ HJ ÿChS K ÿI
@
F
I
N QF@ NF ÿJEÿD IÿF @ BMF ÿJEÿIBÿ ÿ@ HC S @ J MJÿ@ PH
@ HC PM@L BC D S K AC PM@L BA EIJ N QF@ Nÿ IP ÿ I KC
E
@
D F@
F J BIÿJW
EQ@hS K
E
!#jÿ /l& ; D ÿIF ÿ DEV ?RAJD@ PECH JB H AK CEP>B J FJ
"" 9::kÿ Zÿ IA PMUD HÿCÿ IÿBON ÿHRCEPÿ BL Iÿ @RCP ÿ
UD
ÿ CD
F @@
JEA EÿB BJÿCE@ÿF ÿ@ N@ÿEOK ÿF ÿ IÿIÿ DEV ?GC NF ÿF ÿIB
L ÿIBDP ÿ IHÿ> ?M @ ÿBIBPEC NRAJA EUD HÿCÿBF PMC NA E
@@
C
PJBC EEE FIK BE JS IN IB E ÿÿL ÿ DEV ?=E J?mAN HEÿF ÿ RC
FE>K ÿHRE Jÿ@BKHÿ ÿEKP NPJEUD HÿCÿ FP ÿ PEP IC NnA F
?C
G F
N J
F
=JBC EmAN HEW D ÿIF ÿ DEV ?Jÿ>EÿE AB MD ? FIRAJÿJC
FE>K ÿ PEP Iÿ IA PMUD HÿCÿ @>BBK BP ÿCRE Jÿ IS ÿ
F UD
@
F
C
RPP RS PK@ EJE>HQPMP>B J F
FRA ÿ IHIÿL ÿ H F ÿ @RCP ^
N
@@ F @
oL ÿF Jÿ>L ÿE E HERÿF ÿL ÿ KÿL JPQPÿ@ J A ÿFPK F EE
EH ML@ÿ EBF QCÿ B C NJE> JJCÿÿ HK FP EA JÿC K HN
E
J
J
C J H F H
]L JQPÿED@ PE ÿAPME K ÿEPN
Cÿ HG ÿBON NN B ÿC LD B
H
F
@
oL ÿKA HL BEÿL JQPÿEGHNJÿL ÿAJRE
EC JCÿ CM IJCÿ HG ÿPE ÿ JEK I@ B
K
H H @
n@ JÿC K H
Qÿ K F E
@
F
!#p9+1 022q; INI H?NPÿFC DRAJG ÿD BDPJÿ BJEC DIC EBJ M
""ÿ /6,- ÿ ÿPDCE ÿ C ÿD ÿ IÿEC D@ B E> ÿL ÿD rÿM ÿCP S
UN
F
C @
CHQÿL ÿIBJÿE ÿHP>B J FA E ÿ ÿCM JJE >BJCÿN[ J@ JBg PF ÿL
H JEA Eÿ IECHF@RCP ÿINJ JBEÿL Rÿ ÿL JC ÿQP AÿE AB MJE
@
@ ÿ
@
@
@
L
P
A Eÿ ÿCEJEC DS F ÿ ?F JE M M ÿÿCM JN@ÿE CPBHN EJ PMG IN@
IBJ H OÿL ÿD \ÿ NRCÿ@ÿF C EPJBEE ÿBG L O@Cÿ OBPF ÿCE ÿF
@E
C
F
C I
IF POÿIBN JÿA LCÿE H s NK H CC[WWBRÿL ÿ CJtPUV=\ÿK @ HF
E IJ EA EÿCCI K ÿIL CJ RE PCÿ JÿEMÿ@ JEnE H J IS L @ÿ N
P
L
N
>
Lÿ I C
KCI@ RÿCC[WWBRÿ CI JS B>@ hN ÿEMÿBRÿD IPÿL ÿ N ÿ JM B\ÿJW
HIB@ N JÿEMÿ@ cHItP ÿ ÿ RÿPI[WW @ C D ÿ JEtPIcCE @?S K
>
\@ B
>
F
E
=JBJPHN ÿBC IJCÿJBA J@ÿHKÿL ÿIBED B F ERAJKE B ÿNK JÿL J
FEIPCÿ I@ÿN ÿL JP EBDÿBG@ hJEA Eÿb EP K ÿ IÿHCHP PCEJC
JC
F
E
?F
JE ÿBÿFC S Iÿ@ÿ FD HJÿBJPhA EIPJÿC DF ÿJÿL RS F ÿ IÿBON
L ?CEC ÿNÿ JF JRC PACE@ÿB ÿIBÿ @JD PMP @JE ÿ NRAJD@ PE
RA
K
F
F
C
E IHÿK EIGEC NOIGEK@ EIPÿAJF ÿBEE @ M ÿ BD @ Hÿ ÿCPÿPRPI
CP C K IPHÿF ÿPPHÿHIshDG J@ IH M ÿF A L> ÿE DEJ E IHNI I
?
C
@
@ ?
JEC W
L ÿN
!uÿ 8 0v5 2/ ,w* k,5 ,
" 46/ÿ ,- ,ÿ +/ÿ, /
x
oL ÿIIG HQÿBÿ@ÿb C IPEÿF ÿ@ BI G IPFRCÿB M BCK C M ÿBA N Jÿ
EHJÿE@ CEF JEL AJ S N? AÿA RPI@ ÿ ?JP EÿÿL F E@ÿD CEJ
P
OC
M
@
@ BD HPIÿAÿEECEI REC NJ F H @ ÿF ÿ@ r ÿ ÿE DPÿ F ^
Aÿ@PES JL BÿBÿ@ ÿN P@ Cÿ IC NN FJ J hE ÿ RPN
K G
P N
I@ F
!u#93 / & /
""ÿ 3 :6Xk
%'yPDCPM? AÿQFC D ÿ BD BL IÿBD@ J FQP Pÿ@ BC DÿBON NJE
2ÿ I H?F ÿ@ B@ ÿD I> ÿAK CE@ÿBR@P ÿ J F? AÿD S @ PE ÿL
@
@ L
D
C DPÿ@ÿ BHÿÿCC@ ÿ>? AÿD I
D ÿ F JREE?CK JHM@ÿ@ BC D W
I
@
%2ÿ I H?F ÿBBK RRE NF ÿÿ@HKPF@ÿLBTCJÿD IJCÿBÿEPF N>BC
2 yPDCPM@ÿE @ F PMCK H J ÿ> P D B?C D ÿL JCEN IM E ÿ ÿ
'
E @ JN
I E PKC D@E ÿE N[WW E H ÿ F M RE JÿOCPFÿK EIGH?W @ BC D
D K> ÿD BONF E ÿEMÿ CJ RC C E FS PJ S K IPPJ\ÿ AÿD
P
L L
C @C
P z
I @ HÿBON ÿ@ AJE P B H@ JFÿ@JCÿÿ@ I rÿE Rÿhÿÿ BÿJB>@ J
L AND@ PEBG IÿNJ Pÿ FE JI ÿL JPN EFJIE HECREEI@EBFW
@ CK
J
P
91
6
6
1
9 6 616 911
61
21
33
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
"#ÿ (*'-) . (ÿ ÿ2 .3 ÿ2 4564,)ÿ1 0,ÿ/-ÿ+ ://'',21 49(
#$&') + ÿ. /(0 ( / '.) 21/ ÿ/ 0+ ,/ 0788' ÿ +5(1 ÿ4-) :
# ,
1 '
.
39(0
21
/ )ÿ 0
9; ': 1 <=)040/4,)ÿ/'6> (/246ÿ+1> 4' 9() 6(4'/ÿ A, 0
(.ÿ 1 (ÿ3/ÿ> ÿ/ 0+ 4 ÿ)ÿ? ' @ +0/ÿ/ ÿ, ÿ/5. (9)ÿ1
*
/248
?'
/
1
0 ÿ 1
"Bÿ +02 (/ÿ) ÿ/; / ÿ ÿ <ÿ44. '/2 A ,(ÿ4, 9'134: 4134
#$C)+ ÿ)((. ,* ÿ(60 9)/1ÿ/ /5ÿ)9/ 0: ) ( 0 3/(ÿ ÿ3/
/
'/ 0')',7; >)ÿ 5/0 <0: 1 2 , : , ÿ Fÿ46 ,'+=ÿ > 4; /ÿ A
6 ,'. 0 ÿ( . ÿ(91 'ÿ' /(ÿ ; 1 (ÿ 6DE ./ / 0 (8 /ÿ((9)
3 1
. .
)
) G0
4( +'ÿ> ÿ// 0 ,1ÿ> ÿ2 ÿ, ÿ> ÿ/1 )',1ÿ +0./ / 0 +8
/;0,0/4H.' ÿ3 /) 2) 60/45 . 0 ÿ3 + ÿ46 ,'(
ÿ
1 0
1 C)/
)
'/
) ,
* )
"$E( 4, /) 2 ÿ (ÿ/3/ :,+- +. 92', /'ÿ> ÿ/ ', ÿ'0';/ : ,
Bÿ ;) . ÿ2 (9;0* ÿ4/ÿÿ )I1 + . ÿ 0/4-1 (6(4 06ÿ 6
,
. , 1ÿ(ÿI2 ÿ;. )/
) , 0; /' ) 22 4> (8
,
6
"#ÿ 21/ ÿ1 21'ÿ A3, 4'/64.+ÿ 0'ÿ> '1 ÿ2 (1ÿ>4I)0
B$J2 456, , 43(9)ÿ; 6)(ÿ' 0 K' ,0/4 K,) 2 ÿ40' 2 4A
0
/A > ÿ
) 2 : 456 601 /3, 4''-. 92 ', ÿ6 //0ÿ+J2 ÿ 5/ M;6 +/ÿ,
2 (ÿ 1 '/ ÿ> (ÿ 6)(, ÿ) )- () > 4ÿ )+ 2L/'Kÿ '/' () 6
2
;
1 ÿ
,
134J2 +ÿ)ÿ; 2 48 //) 2 ÿ (ÿ'.1 /> Kÿ> ÿ; 6 ÿ +* ÿ(6ÿ*6 ÿA
3/ÿ 2/F A( 2 10ÿ (ÿ2 (9;06(+(ÿ1 0/3, (K'ÿ/; / : '/*
N>
+
)
)+/ ;46+. +, ÿ 6 4+) : , ÿ, ;/) 21 4 0ÿ)ÿ/ /2()/))+*/0
+4O ' ÿ )ÿ 63 /)ÿK(ÿ 6/ ( 4ÿ2 42' /0?4. '0ÿ4ÿ5' +ÿ
ÿ /1 ) / + )
)
) 1
6 , 48 60 , +,19)',( )+ /21 '/ ÿ ÿ 2L/'Kÿ2 ,4O /0ÿ , 43
1 1(ÿ '1 )ÿ34 0 ÿ> +* ÿ456 60 J2 ÿ 5/ ; 1 ÿ/ ; (8 21'
J6 ' ' 1 ÿ
1
P1 0
2)34 ÿ> 0. , / 06 , 4ÿ ÿ0/ÿ1 21'ÿ (ÿ, ;/0)ÿ54ÿ1 21'
+019(0)ÿ1 , .ÿ1 1(0 1> 4, , 43(9;0/ ( 4ÿ> 0//A, , 43
1
0
0
+06'ÿ> ÿ2 ÿ)ÿ+1- , ÿ>1 - ÿ> ÿ1 21') 21)ÿ4. (8/ 4ÿ 4
'/ ÿ 0/) 2> ()( ÿ1 /04; >0/, , 43ÿ2 45+ 1 /(ÿ ),91/
( ,
0
2
Q
) 1 0* . 9'-) ÿ2 456, , 438
* ;ÿ/ 1 , ÿ,) 21/ ÿ1 21'
0
"#ÿ 2 ÿ A/ ) +ÿ656 )ÿ(4ÿ ÿ'/)91 /)A-3ÿ ÿ, 0/ÿ656 )
B#J2 (9)ÿ, */' ''; + /(0 -5ÿÿ , 04ÿ' 0 ) 1> 4' ''; +
$
,
; 1
01
,
K' 1 0; '-'I2 ÿ;. )/ÿ456 60)ÿ)ÿ> ÿ'ÿÿÿ1 +0+ÿ2', +> '/
0 ;ÿ(, ÿ ) 22 4> (: 1 '/ ÿ> 07=0/-3'). 92//A1 0 )ÿ 1.
>
,
2
0(
1 .
* ÿ> ÿ'/: , ÿ*ÿSSTÿ3> ÿ , (- ÿ ÿ> ÿ/ /541ÿ> ÿ'8 K//: ÿ'ÿ> 0
A0/-54) 67=R 1ÿ /3 6 ÿ10 0/4. '/ÿ3 /-3ÿ 54)-30)
ÿ
0 ;
1
0 0U1 ÿ 0
'ÿ1 , ./ ÿ ÿ4)( .)/ ÿ0) A2 '0'ÿ' ÿ 0ÿ/ /5, ÿ'' +1 0,ÿ4
(. , / 060 1ÿ(1 '06)ÿ, ÿ1,ÿ 0 K' 4. ''-6-0 ÿ ,/ 01
1
, 9/ >
).
(4'/ÿ (ÿ(ÿI2 ÿ;. )/
/5. (9;0; /' ) 22 4> (8
,
"#$J2 (; / ÿ 43 ) .)ÿ46, :,/0 -ÿ491 / ÿ , - 9/ 0( 1 +ÿ1
B#ÿ 2 ÿ(63 ÿ, , '+ ) '-ÿ5(' : ÿ , A9) ) / ,ÿ> ;6. 9/
#
1' 0 ' ,1
31 0/3 ) .)ÿ(' 0 ,2 419'-( . ÿ/5. (1ÿ (ÿ(ÿÿ; +ÿ ÿ3//
49ÿ> ÿ, , '+,0;' ÿ/34 , ÿ; >(4'/ÿ49;0; /)2 *'JFE 346
' ' 01
. 1
* ÿ> ÿ(' 0 ,'ÿ1 +, /K' ÿ(N 4 ÿ W1 60 , 8
A0/' 0;' ÿ . 92' . ÿ 0 'ÿ/9(Vÿ , '1 (
, 0 1 , ) >0
'
XZZÿ ^ _ abcd
YY \] _ ` ^ `
1
6
/
1
)
"$W4)'-) ÿ04) /346( +A, ÿ>4I)0ÿ2 (ÿ?/ (1 (ÿ42; I, ÿ' +4
#ÿ / 0 ÿ,' /3. ÿ ÿ'2)'-0' 2 4A) 2 : 0, ', : ÿ+-'((9'
, ,
0ÿ> ÿ 2e04ÿ4)ÿÿ/ /)I,//0. +.',
10/J2 ÿ 1/1ÿ()- , 4+'04(ÿ1+ 0 8
/1
,
(
"#ÿ , 0 '-* 'I,. 2 *+'(21 '/ ÿA0/> 4K)/1ÿ2 40 -((/ ÿ; >
# f1 /', ÿ;+'ÿ) ) '0 ÿ456 6* ÿ> ÿ)6 4ÿ41 /)' ÿA09: .
$ g 0
'/
)ÿ ( ÿ 0')', :> ÿ) 4: 40/- 4(1 /ÿ4J2 +ÿ/5. (ÿ; >)ÿ 2/
(F; >P1'. 0 (ÿ /. 9/)ÿ ÿ> ÿA1 . 2 @ ÿ 2/(4'/: . ÿ(J2 +
3 1 0
1
1
(
f; 'ÿ. /(1ÿ 1 6(1) /
(.) . (ÿ4' ; ÿ04- 8
W+
) ) ÿ
"#ÿ 0''+ÿ./ (, ÿ> ÿ; /ÿ392/(1 (1ÿ+<04; > ÿ3 6 : (K/+(
#$J4'.)+' 4)'-0/, 9* 41ÿ 4(', ÿ4.' I>1 - (1ÿ (ÿ ÿ +)
# 3 A,
'
.
) 2 ÿ> 0)/6 (- / ÿ46 9') 0 ÿ 40/6( +A1ÿ6 8
2 (0)ÿ4ÿ/', 62/ 1 , ,+3 ÿ> ÿ'2)ÿ3 (
A1
)
0
1
"Bÿ +(ÿ1 ÿ4ÿ,) 21/ ÿ1 21'1ÿ0/K'/2 4 0/ ÿ, /ÿ .',ijR
#$h,/(A ;)/) ÿ2 456, , 43ÿ41> 4 (ÿ/9' 6; 6 4e/ 0 ÿ88
0
7') 1/ÿ1+.'-3, (K' 'ÿ> ÿ2 ÿ 4. )'/ÿ, ÿ , 4'/(ÿ 2 ÿ> 0(/
5= * 5: + 0 ÿ 6 ÿ 0 ,0/) 23 ÿ> 4'() 63 6)(48 (0)ÿ/ <
ÿ ./, ; >
1 0
;
J2
0ÿ)(ÿ , A34( . ÿ) ((9;0* ÿ/ ÿ,0/J2 ÿ 1/) 69)ÿ,A. +.
14'/91 / ÿ ÿ; >. ; /ÿ (ÿ/3 /1 ÿ> ÿ 2e04ÿ, ÿ A1 +ÿ1+ 0
1
4
/
3, (1 0'/1ÿ> ÿ2 :; >)ÿ'ÿ 341ÿ
; 6 ÿ;(6 ÿ3 /) 2ÿ . ÿ(5)e))'4efe8
0 (
ÿ
"$J4')'ÿ/0'0 -K> ÿ A; /0/) 2ÿ; >)ÿA+. 0 ,1ÿ)4 4
Bÿ *0 4A4(4 ' ÿ 19)ÿ(ÿ> ÿ2 : . ÿ(* ÿ )' ÿ4. 4' 8
4 + .,
(
1 1
/
'
"#ÿ 2 ÿ> ;6)+Kÿÿ(40ÿ/ÿ )ÿ> A5ÿ)634K' 1 02 419'-) 60 , +
B$J2 (( 1 +ÿ+ ); /ÿ - 0K> 00/ k/2 'ÿ ÿ 0 ;ÿ/34 , ÿ6 '1 )
1
1
1 >
0((ÿ; >)ÿ1 0 -1 ÿ1 '+ 6)ÿ21 6, ÿ1 0.(ÿ> .'-'ÿ ÿ> ÿ2 ÿ
)<: . ÿ(2 (' ÿ,( .)ÿ ': +) '-. ,) 0: / <, ÿ 0 0/) 2)
(
,
9/ ;
.
,1
. 4),, 9* 41ÿ' (ÿ08 2 ÿ> ;6, 04O ' ÿ(4ÿ ÿ)/0/) 2ÿ/'Kÿ>
/0'ÿ; /ÿ30 : .ÿ (( 1 +ÿ1ÿ/ ;4 ; /(0 40ÿ> ÿ2 : 5/ 0/
9/ / J2
/ 1
4
) 2ÿ 0>56 1 : 1 +) ÿ0/ÿ2 (ÿ) ÿ,) 54'/ ,(ÿ40<ÿ0/ÿ' +4
2 : . ÿ'/ (ÿ K,1 61> 4) 2 : 21 ÿ6 /0 9/ 0: ÿ)/1> 4(9'
K)
6
0
(
1
)
) 0 , ÿÿ4/ÿ ÿ. /(3, 0 , +Aÿ1 0,: (ÿ> ÿ2 : 44. '/91 /)A1
.' ('16 40 ) . (ÿ .' )': ,/ 0ÿ /0/) 2ÿ ÿ/ /5ÿ , 04ÿ4
1 , 1
; 1 0. ;
1
1> 4. 92 , )',ÿ.; '-* 0, 0+ 060ÿ'ÿ)6 ÿ, ÿ1 /8
0/ÿ1 / (0 :, +6, ÿ;ÿ1ÿ9' ÿ -3. 4() 6. 6 (
1'
'/1 0
"#ÿ 0''+ÿ ,2 +0 -); /kÿ'''0:00(ÿ44, ÿ,1> 4(4'/ÿ,/(
B#J4'.)+9) ';)' ÿÿ(4(5(*+Aÿ ); : ÿ) <1 ÿ0/ÿ/5. (; +(
$ 3 A
,
'( 1
2 4 0/ ÿA0)ÿ/5. kÿ/9() 6W1 60 , 8
/9' 6* ÿ> 0(4'/(N 4 ÿ, ÿ , '1 (
0
'
0
"#$J2 (0)ÿ .+)/*, 4ÿ2', ÿ46, ÿ4ÿ1ÿ/9'/ ÿ,0/J2 ÿ 1/
B#ÿ 2 ÿ> 03 '00ÿ')A1 0 (0) '-)/, 02 4 0 61 ÿ> ÿ 2e048
#
)'
1
W1 (6 4)K/ ÿ2 ÿ(/ 6ÿ 2 ÿ> 03.+)/0) '-'ÿ1 0) 0ÿ 463// .
, '/ÿÿ *) 2' 0) 8 (0)ÿ '00ÿ46, ÿ . ,4.(3 ÿ' 4, /
, J2
)'
,
1 3
91
6
6
1
9 6 616 911
61
2 1!
3
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
!#$ 'ÿ+*- +/ + 20.ÿ.4ÿ567 ÿ &ÿ.<* .=ÿ? @ . ÿÿ=A+ /?0@
" %&(*ÿ,.ÿ.0 , &!33 8(9:,; ÿ+< + =. &/02=:0 0, &
11
$
>0 @ ÿ & *
& 2
B- +ÿ- ÿ.1? ÿÿ10;.
..,.&+0.022= =3
CEÿ < ÿ &ÿ*ÿ +.: .&,ÿ2.,.2 <ÿ.0Bÿ- ÿ< I * =2 ÿ,.ÿ< &ÿ+
DFG< &9:,@ ,H ? ÿ&+ÿ +,ÿ- ÿ< I 1. ,.2 <ÿ B@* /*- +2 < I
*
*
+
/
*
< +*9ÿ,.ÿ0 =+2 , @ ÿÿ+.ÿ ÿ? .&H@ , @ =>ÿ* ,@I +: .*ÿ- ÿ< 3
.H+ *- +&90 ÿ?0 &0*/ +, 2 ? &ÿ: ?0 20I @. ,ÿ ÿ&ÿH,.2 <
2 * @ *
* ,? *
JK OQ
ÿ PR
MN
G< =ÿ:,9.&<2 .2-4 ÿ2: ÿ@<* : ,ÿ- ,2.&9<.ÿ.0. I@ *20.ÿ@ ÿ2>,
<.? &* +ÿ=? ÿÿ0-1=.* ÿ+/ ?&,2ÿ+ÿ0 =I H /ÿ@ 1, I /. &ÿ
+@ 0 12
*
: .ÿ@ ÿ- , ÿ 2ÿ ÿ @ÿ ÿ. ÿ@,.G< ÿ *.ÿ 904: ÿ ,ÿÿ+2ÿ.0@0ÿ<,
&I /,2SB- ,B.B2 ,, &.* ÿ- ÿ :ÿ:ÿ- ÿ =B042.900 9ÿ,@ 2/ ÿ +2 <*2ÿ ÿ- ÿ :ÿ< ÿ2ÿ. @2 <*. I :& * =ÿ< 2.> :ÿ< ÿ . & +ÿÿ. 0&
>
*
,
H@ , @ =@ ÿ@ 2 04,ÿ. 2 /.0, 4? &* +3 < ÿ- ,&* ÿ +04*ÿH.ÿ
: ?0 2ÿ /. 4 4@ ÿ @ Bÿ@ ÿU&0 ÿ:,9.&ÿ &,2ÿ,; ÿ. 1/H 9ÿ- ÿ ,
.
+
9.
WXÿ ] _ a
Y[\ ^ `b
&
*0 %*
#* ÿ :&? 9.,ÿH3 @,
9.: ÿ , > :ÿB@0 23 V * > :- 1ÿ- 9I ÿ Vÿ* +ÿ* ÿ =.ÿ S
/ c.
&9<>? < ÿ- ÿ,&ÿ* :2ÿ< ÿ@,.G< ÿ *.ÿ+92.& 9.90*ÿ- @ .ÿ ÿ@ ,.
0 =ÿ* >,.= .,< < =+2 <* ÿ- ÿ
< Sÿ2 ÿ+de /< &ÿÿHÿ&> :ÿB@ÿ ÿ/ 0* ÿ + 042 ÿ .= ,2ÿ * .,
2
,
e 0 *&
@ . <
0H04 9. ,?29I,92.ÿ- ÿ :ÿ =
@
0
*
: & 2 ÿ .*
/ 1=< +3
..* .&
WX gDD iÿj _Dh l^
fÿ hij k h a\ `D
a
m :ÿ< ÿ- :/0?: .H2:.I * ,@I @ ÿ ÿ- ,..2.0; > @ ÿÿ. 2 V4 /
* +2 <& * =ÿ =/ ÿ ,+&ÿ @. ,ÿ /de 2ÿ=1,ÿÿ.* /2+< ?2 .
@ . ? 2 ,
,
B. &,3H * +2 <0ÿ*ÿ2, :2=ÿ&H=: 0: I +"< o0.'0/ .@,; =@ ÿ@,.
; 0 ÿÿ :ÿ< ÿ @ ,< +0 =+ : .:I @n .ÿ ÿ2 <= Iÿÿ* & Sÿ.* 4* ÿ- ÿ
. e>
&
? > ÿ *
V ,
G< ÿ *.ÿÿ* +G< ÿ* & Sÿ+1/ ÿ* ÿ*,*ÿ&04. ,+2@ @ÿ2: I,92ÿ*ÿ.
@ ,;
e>
= @
0
2 ? <. 3 < ÿ- ,2.&9<>2& @ ÿ+9* 0ÿ- :/; ÿ: 90. ÿ ÿ- ÿ: .ÿ *.
? . ,/ÿ &,2ÿ+ÿ0 =ÿÿ* 4*ÿ 1.& * =ÿ.& ; , /, ,.0 @ &T,+3
G<
, * p
G< &,2ÿ+ÿ0 =ÿÿ* V*ÿ2 ÿ:/ ÿ- :/; ÿ: 90. ÿ ÿ- ÿ <.q* Vÿ *.
< ÿ- ,2.&9<>2; * ÿ+4 9.4 0.& * =ÿ.& ; , /, ,.G< =ÿ * &T,+3
, *
WXXÿ < ÿ&@ ÿ ,& * =ÿ+1/ ÿ0-2 /0,42. ÿ: 9. ,/+20 ÿU .0@ .s
fYG< &: 04G6r0 - :/<* 0.+ ÿ@ ÿ . +,/2 4 @. ÿ. =>.< + ? &
ÿ
? @
, .
9..>/* <@ ÿÿ / =@*2 ÿ 1. *ÿ. =>@ ÿ@920@0ÿ*ÿ@ : +=ÿ+< 0429* .ÿ,ÿ@G6ÿ0Bÿ++<2042 0 , ÿ @ ,. * 4 3
0
*&
92 =
@
2
WXX 5,.ÿ- @? ,=4 I < && * =@,<0 +>; ÿ +.0492.0=I
ffÿ - +,2 ÿ22* &ÿ < ÿ- :/ Sÿ+ 0ÿ.92V, ÿ ,+ &
2
2 1+0. @&ÿ ;?0<@ &ÿ* ,@ÿ4 +4 ,+I +2? =?0@*ÿ@ &
/ ., 9. ,I ÿ= 04 I @. ,2 4. 2*&ÿ ÿÿ*= , ÿH0V3
&
B. < ?
* .* =
WXX
ft
!ÿ* +2 <& * =ÿ +ÿ@0ÿB@B0 * ,+n 0@ ÿ&2=, @*ÿ@ ,.ÿ< ÿ
0m :ÿ< ÿ- :/B*V* ÿ&* ÿ , :ÿ. :+ 40 ,= 0 ÿH *- +2 <,
(
,
0 @ 2* 2
*
H@ , @
: ?0 3
*
!(u2.& +ÿ* ÿ?: .& H00@ÿ* ,@ÿÿ- ÿ02>H+,.2 <,ÿ @ , @2
0ÿ Vÿ:.> :0 =/ ÿ:H . ,? @. ,0,.;@ +ÿ ÿ- ÿ< ÿ H ?0 ÿ,
0
@
?
@
*
*: *
=: ? 3
2@!0e> :ÿ< ÿ. / ÿ ÿ* =2 ÿ/ 0* 2ÿ.* +.I 0?* .,.&vÿH0(H * +2 <@ . &, / B@* /2 /, @ = & :? &ÿ &=&ÿ- ÿ0.*ÿ .
0ÿÿ
*
0 +
/
,
/ B@* /2 /<* ,: .&; H+ÿ*@ ÿ*
* =2 ÿ@ ÿ+9<ÿ&+ÿ.*./ 04& 3
WXX G< =ÿ ,-2 < ÿ- ,2 < 2ÿ ÿ.2B2? ÿ ? ÿ+ÿ* H&@ I . 2 &ÿ. <.B0
fWÿ <.c2? ÿ< &,2ÿ< . +, ; ÿÿ ,-H .2.? @: 04ÿ ? : .< * =ÿ =
*
2
;
=
.< ?ÿ- 9ÿ ÿ +ÿ ,ÿ.0.H2:.ÿ: -2ÿB0.I *0? , @ I @ ÿ-+o2,
U . ,,. , B*VB0 / 1? ÿ ,+&& ? ÿ&& < &ÿ ,020 &ÿ /,0 < +>
*
.
@H * 2 /
? 9<020@ 3 . , .B2&*ÿU +&04, ÿ&2 ÿ< ÿ,+2 .0ÿ+2ÿ&>ÿÿ0.
* = , &ÿ 20 ÿ >ÿH.<.&@ ÿ0 2ÿ@2 <0 .H? ÿ 4. ,!2I ,
? * #+ 1
9.
@
&
2/
?* VH+& +.&I :ÿÿ* +2 9.ÿ *?* .,ÿ.. =42B2? ÿ ? I ÿ =
=?ÿ ÿ:H+(ÿ ,0> :ÿ< ÿ* &, ÿ=&ÿ +&9;0 ÿÿ ,-H .ÿ B0
*
; H
*
*
@
2 B. =
+A?ÿ3
.. ,0
,
WXX G< &,2ÿ+ÿ+ +>0 * /2 /0 * /%+ .H.92 2 .&@ . ÿ ÿ?: .
fwÿ < ÿ- ,2.<0 0ÿ : ÿ@ ÿ : ÿ 0 ÿ=ÿ @ 4 +ÿ. /, 0 =/
92 = #=
#= 1 0
*@
2 /, @ =< ÿ: ?0@ =>,ÿ.2 <*. 3
/ 0* 2ÿ
.
A=
+;*, ÿ7,)., ÿ+ÿ< 23, ÿ3 *4ÿ>.,(1 3,ÿ0= ÿ( ?ÿ1 .7@ ,,
,, ./< 4)ÿ= >-,) : . //+ . : ÿ= ÿ+8/ +1ÿ ,- ()* 7, .ÿ )
ÿ . ÿ,
1
,
)+3,ÿ= 7 .) : .- ( ÿ7: = 41ÿ= 3*37)- /) 1 4ÿ0,ÿ 1).-ÿ.
,8* )) 1 4ÿ1ÿ< 23 ( )1 ÿ, -0 0 ,+ 4 .ÿ7 ÿ= 10+. 4ÿ= .4
ÿ
,
.,+*37)*, .ÿ<.23, B7 1-3,- ( ÿ= .(1 3,< 3< ÿ<.2,ÿD ,37 ,@
= 3 4 .ÿ+-,* )1 5/ÿ7 8. ÿ( ).-ÿ+8/ ÿ7C ,* )1 +,( + * )
ÿ,
3 8
'7 .,ÿ* , .:,1 . 70+.2(-,(1 3,)3ÿ ÿ+-,-)7 4ÿ3->.ÿ1 .-4
1= +- * (- 4ÿ(3 ÿ ÿ 4.ÿ+8/ +ÿ . *, .ÿÿ36,:7 +ÿ = )ÿ4
1 1,
)1
1
*37ÿ1 .7ÿÿ7- 6, -, ÿ+E3F+ÿ / 40+,- 4ÿ)-+)- +7ÿ3/ +- (
4 .* 7, .3- ÿ6 +6 ./1ÿ(*,G21 ,B1ÿD2(,-ÿÿ,.<- .0 ,ÿ(
,
7
ÿ
7
93 ÿ, --,* )1 5/, .3)1ÿ- ,ÿ +, * ÿ47ÿ,.<- .ÿ+-ÿ7,, .- (
. )( +.ÿ<.23, ÿ7+ ÿ+( 6 )0 ÿ- =*3 .+)- +7B ÿ)- ÿ87ÿ(
=
,
1
,
1
93 ÿ, --,, .3)0+, * ÿ47ÿ87@
. )( +.ÿ7+ ÿ ÿ- =*3 .,, .
=
,1
,
"##ÿ LMKOK QM ST VPÿÿ1 ++21,/ ).(- (- .ÿ)-231ÿ0) , 3*
$HJK Nÿ P NRÿ U NW0 <ÿ, .ÿ,F1 ÿ( ÿ*)-ÿÿ + +1ÿ( *0
K X>
+
3
) 09-,1ÿ,8* )+.,ÿ= 7-6 7 + ÿ +1ÿ0= ÿ1 ./ 8* B.2<.* 2(>93
1. +ÿ+)+3,ÿ-= +.- ÿÿ, ,323 +1ÿ ,= )ÿ,3,ÿÿ )ÿ1 4ÿ .
* + .
3
=
.,04936
=ÿ 4 7Y
11
Z[A= ÿ( ÿ )ÿ7>* 7 , ..ÿÿ)+1 , ÿ1 ./ 8* ÿ= .3ÿÿ,) 7 41 <,
-ÿ ,- (2<.1 4ÿ1 7 *ÿ -< ,\97 /= )ÿ,3,.-ÿ -( +1 -ÿ 2( .+
1
)
*
1ÿ, 3-, ÿ- ÿ1 ) 4ÿ97 /: ÿ= ÿ)+- /: .ÿ= ÿ1 ./ 8* ÿ7 ÿ47ÿ )
+/ /* ./6 2,* 7 1,1 , ÿ>.,< ,B 7 ÿ1=.,= )ÿ,3,- /*3 .2<.
ÿ
,
: ÿ1 7 *, ÿ7-4* 47 ÿ'^\-, ÿ,91F
,* 7 , ./1 ÿÿ -ÿ /] : )/7 . +@
1 Z['7 ÿ1. +ÿ+)+3,ÿ( , + 63ÿ= ÿ47ÿ+ÿ 4ÿD* ./1 ÿ= ÿ1 .
:ÿ >) 09-,1ÿ,8* )- ( -3 ÿ .,*3 .-,0 4,, <, ÿ7.,= )
7 7 , <>
/ 8* B, / +/1 ÿ= ÿ*, 71ÿ= ÿ1 ./ 8* B 7 ÿ >7 .< ,'_Xÿ+(-0+
,3,ÿ 7 ,, ÿ7.,)+, ÿ0 ,= )ÿ,3,ÿ /2-ÿ1ÿ)ÿ )1ÿ4.12
+
.
0-<,ÿ,1 /9= .3ÿ, <+/.ÿ., 2ÿ= ÿ 21,a,F1 @
, .+): > 7 ÿ -ÿ +C 3 ÿ )+- .,`, .ÿ ).(
) ,1
Z['4- * < .*, . 7- /2- - , 7ÿ )ÿ,33-, ÿ1 .,= )ÿ,3,
*ÿ 4* 1 7ÿ+-3 ÿ7 ÿ 7 6 2, .2<.: ÿ . ./0 2ÿ= ÿ1 ./ 8* @
ÿ
1
73 +
Z[A= ÿ ÿ( , + 61 ÿ= ÿ47ÿ1 )7 .+)2:,- ÿ 1ÿ (d.+ÿ39B 1 )7 .
/ÿ ,bX ( -3 ÿ7.,*3 ./ ,ÿ1ÿ,, 4ÿ73 +'( ÿ 1,8, ÿ ,ÿ1
- 7
,
cdÿ
/
(1 3,-)1,4,3.+- ,ÿ+3*< ,.,- 3.ÿ ÿ+9)B,, .ÿ+( += )
+8/ ÿÿ.+\3 ÿ ,0* B ÿ 4/ ÿ= ÿ:4>. :1 ,ÿ 4*B ÿ<* -,
F7
17
31
) 1
) 09-,7 .-+- >1 , ÿ+4, )/: ÿ= ÿ)+e +.,)Fÿ0 4+>ÿ+7 - . 7
1. +ÿ1ÿ4 / ÿ97 /1ÿ* 7 , ÿ>.,< ,@ 1ÿ= ÿ-,1ÿ-3B - )*3 )
,
3
ÿ
* .. 1
.F7 ÿ4* ÿ .3ÿ +1, ÿ1. +ÿ17 .7 , ÿ ÿ)ÿ\( ÿ<* -,ÿ+8/ /.,
-36(- ,93 723 +/) 09-,/ ÿ1ÿ, /. < ,3 - (( += )B 1 3, ÿ=
= +
1 7
(
.- )*37 ÿ+ÿ+* ), ÿ7.,= )ÿ,3,
+7 - . )-,(1 ,)/1 ÿ= ÿ1 ./ 8* @
1
Z[A=7*37)0+*1 /: )/- ( ÿ+ÿ1ÿ( +(3.ÿ +.,'( ÿ 1,
,ÿ 3ÿ4 .ÿ ÿ4< \-, ÿ( )-,7 .- (1 + ,0 ÿ= ÿ (d.+@
, 1
- 1
"# gRh
fÿ L
a) .
X
0
1
a1 ?ÿ+-,2<. 4ÿ 7 4ÿ ÿ0= ÿ- ÿ( @0> <ÿ( ÿ-ÿ3,, .8+37 ÿ +
7.*, .ÿ 4(,i< /,X 1ÿ ,)2,- (ÿÿ1 +- (= )/0 +7ÿ,)1 )0
3
) , 3*4* . 7 B( +).- B 78+3,B .@* 7 3,ÿ< 2336-)7 4ÿ( ÿ7
( *0 ÿ -3 )ÿ 1.ÿ 2)ÿ 3,). )ÿ *B 1 )/ +) : .7 ÿÿ36,- (- /
31 1 ) , < 3 , ÿ
.
(1 3,.,8+ . 7 ÿ)7 ÿ\( ÿ<* -,ÿ ) ÿ8 3ÿ37 ÿ7.ÿÿ-, 1>.-ÿÿ4 - >
+8/ ÿ= ÿ-3 3 )< 363 - (( += )@ 1-1/(461 ÿ -* .6 +ÿ= .3-+ /
-1
7
'4
3 1
) ,
).+./ÿ= ÿ (d.+ÿ-ÿ7 < =0+B <(ÿ-=3=B1.7 ÿ 47 B -36ÿ7 ÿ 2-<-, k ,'( ÿ 1,= ), 1 6 ÿ .ÿ +B4) 4 .ÿ +< ,. 46ÿ . B /l.
- : 0 6 0 ,3 / 7 d<+ÿ( )ÿ.@ 4 - >ÿ ÿ 4+;*ÿ= )ÿ( )< 4)ÿ= >(1 3,-< 3< B 3=C -3
.-- ( B *ÿ+ /@ 93ÿ,, ..,,- ( ÿ7,)., ÿ+8/ ÿÿ7C ,ÿ6 \< 4>
, - , m, 4
=
.
,( + 7 ,ÿ - 7 ÿ= ÿ.+ÿ >4- ÿ ÿ1 ++21-ÿ1 .,a,,1 ,ÿ 1 +2@
D ,3 * @ 2236.,)1,2-ÿ /. > <ÿ, 84+2ÿ= ÿ 84( +_+6, d(
, 1
0
"# n NV UV
"ÿoK PM P
'( )= )361ÿ1 .336,.7 37 ÿ )ÿ1 4ÿ .ÿ= ÿ (p .7 37_+6- 7
( ÿ1 . ÿ+* 7-77 ÿD, )1 )2<.* 2(>93 .,'( ÿD, )1 ÿ 1 +2236
7
=
q ÿ+.,d--3 (p .7 37 ÿ 3,- /) 1 4ÿ*< ,) 2,07 . 7 4>ÿ< =-ÿ,(
3,1ÿ= ÿ 0+'( ÿD, )1 )q ÿ7 ÿ= 3 4/ ÿ1 ÿ *3 -3B * ÿ)= 4
ÿ
7
< 1 .)
)+, )- /).36 ÿ.+- ,ÿ ,,( )34@ 1 ÿ= *, + ÿ7 ÿ* <-,>/)4)
*, 7 ÿ7 ÿ,. )3 ,0* )9= +ÿ1 ):,ÿ <) 1 4ÿ4-4- /- * +.4ÿ3*1 ,
7 7
r
>
9= .,.7 37 ÿ+ÿ / ÿ83:,3ÿ= ÿ( ?ÿ +,36.DB 7 ÿ= ÿD, )1 )2-ÿ1
-ÿD, )1 )-,2- ,--4 4ÿ .,- ()2-F. ÿ .ÿ /.,,.7 37 ÿ >7 .
- 7
7, 3*< ,2-F. 6ÿ/ ,. 36ÿ+3\( ÿ<* -,@
7 4/ ÿ +,3 B 8+37 B ÿ - (( += ))
7 - ) 17
"# sl > 1 +ÿD, )1 )= 8ÿ1 ÿ/ 31 -ÿ<,@
"#ÿ, : -/,.7 37 ÿ-,) 2,- /. 7 4 4)
3 +
A= >2<.
, ÿ )Y
_+8/ ÿ, : -/3( .07 . 7 4>Z@@> , ÿ= +*,)k
1 3,F> 1 +ÿ <ÿ *3 -3 ÿ,6ÿ ( /* -- .+[
7 < 1 . .
e 49ÿ 3F+6 3,3,ÿÿ= ÿ, : -/3*< ,ÿ 6 )1ÿ213
14 d. ,ÿ 4 )3.,F> 1 +ÿ 4/ )3 ,ÿ+, ;
1 *
7 0
7
2k
_+8/ ÿÿ .1 ÿ +(1 +)36.ÿ= ÿ,.F> 1 +k
1 3,-2,= /0 ÿ+6,)7 ÿ .,7 Dÿ, : -/
1
1
`, 3ÿ< *37 4 .1 .047 . +ÿ* ,)- /93 1 .+C 37 ÿ 4- * )k
2-707 . -ÿ = <ÿ 4,91F- * )ÿ7 ÿ . <ÿ, <+ 60 4* ,)
1 93 <ÿ
=
3 <ÿ
t14*ÿ)+- . 3 ÿ7>.ÿ7 - * ÿ= ÿ< *37 4>1ÿ= ÿ)+)F> 1 +ÿD, )1
4 .< ,ÿ*3. 1 4ÿ , = 7 ,.,07 . -3 ÿ0 ,< ,?ÿ, : -/,.7 37
,
8> 1
1 . .
1 ÿ= ÿ / 8* @
7.,3 , 3,
cdÿ
A= >2<.7 .
, ÿ )ÿ1Y
91
6
6
1
9 6 616 911
61
2 1!
3
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
" $ & ÿ*+ÿ- ./ .1 .2+* 3 4 ,
# % ')' ,# - ÿ+0+ÿ *0 .ÿ
% )
5+ $- .ÿ+ / #1/ *) .8,)' ,/ ' 9).:;; )1% ÿ) ÿ' ÿ,*,?67*
- ,) +67 ) ,ÿ$*% ÿ ÿ*+ÿ+ #0,ÿ+3ÿ <031 =%*+>+$%ÿ+ ÿ
)
'
)
<$ & ÿ' ÿ# ,A
# % '*+& @+#;
BC Dÿ 8,+*% 0% ÿ .ÿ$ ÿ%*+& ,+ *9,0%)ÿ 8,) ÿ & ÿ + ÿ 7% *
BC 2##0E+ .) .@$*,%) ÿ' ÿ$,%ÿ+.) ÿ8 #0%@# F2; 7@#ÿ)
ÿ
2# ÿ
G'
0*,++=0 ÿ .+ )ÿ 8,HI<@+ *ÿ% ÿ .ÿ++ÿ&$ +@#00$ ÿ,@0<# 03
%+8,ÿ * 27*@ÿ,2##0 ÿ+ %.# 1@$*% 9,0 <1 ÿ < ) .)ÿ .+ 1%
'
ÿ+
%
&
& %+ *)ÿ) +ÿ )#03*0ÿ$+=0ÿ# ÿ ÿ+ 9<,@ÿ' ÿ 9<- ,L,3# ÿ 8,
) *%ÿ,& 1 ; <* ÿ'.,<ÿ << 1* ,@)#ÿ) *+K++) +ÿ ) ,@; #0
J0 %
<+ )
8
2#
+*% 0% ÿ' $1% *@ÿ& +.*ÿ ,ÿ / 0 .*# ÿ*0* ÿ+ +.,ÿ ÿ % * %
E+ .) .. ) <ÿ)ÿ<0 # & .ÿ @)+=+ .* ÿ' %., <% & .#7* 8 &0 ;
)
+
&7
)$ )
BC Mÿ 06,
BC 2* +.
&
2* 6,ÿ,ÿÿ,#ÿ 7*ÿ 6ÿ .# +ÿ ,ÿ7 # 18%ÿ*03- ) <ÿE ,.
0 +.#+#3+ *=#ÿ @#+N+.3 .@)+1 % @0ÿ% ÿ O+* ÿ+ -++-+.
&
)
$<%
*+ +9.0ÿ<9,8% 7ÿ # 03$ÿ 7; +' ,7 $ÿ- ÿ) *0.#.06,
' @.<+ÿ &++O$ %O %% 8< .ÿ *+ÿ) ,# -& %#% ÿÿ* +
% ÿ @+
=# P'
&
+*% 0%)ÿ) Q+&+ * 38+ R*% 03.06,- &.ÿ.& %+ *. ) <%*)8%
E+ .) ÿ,7 $,ÿ,#0 ÿ,+.# 1% ÿ* +ÿ# 6O*ÿ) *%ÿ' $1 Qÿ8+ 1
%
&
0
$ +.ÿ,#+#% 3 * ++- , % +ÿ,9)#+*+<=;
.,O + *ÿÿ+ #0 ÿE +0 & O ÿ0<*ÿ' ÿ
&
9
+ )
#
0
% &
SUIÿ+ +#O8*=) <%*/ ÿ$*/+8,*+V- ÿ )+ÿÿ) . Qÿ+) 30ÿÿ* 6,
Tÿ 3 % ,<00 $1 Qÿ+. 0 <ÿ ÿ' ÿ -2*,O*1 +%*/ <% ÿ #.0 +;
%
ÿÿÿ
# )
STÿ % 0+ÿ+ 0% <+ .* 0+O % ÿ)% *@#+7 $ÿ* 6,- &ÿ90/+0ÿ
T W) .1 ,,3) #ÿ % 09* .ÿ 11 ÿ)ÿ 6ÿ) ,.0 +ÿ# 6##< <ÿ #
U
. 00 #
&
# %
& $ *7=' ,ÿÿ) <ÿ+- )<ÿ+ +91)ÿ0<*ÿ& <#
) %,ÿ ++0& $1/ ÿ) , ,& 0+ ÿ,9)#+< #ÿ=;
*
7
) <
&
0
)%
STÿÿ ÿ) Qÿ% +.# 1=' *7 $ÿ* 6,ÿ # O% <1 ÿÿ<#ÿE <% * %0ÿ) ,
TUI=+1 %*$ 1 ,*% ÿ #ÿ) ,.0 +.@+ %ÿ&$ +#&+ ,+-# #0 ÿ 7 $
T8
,9+ % *.*ÿ9 0ÿ% ÿ+#.0ÿ' ÿ+0=ÿ,& .;
+0=ÿ)+ÿ #)1# 71 <7ÿ *+,9+ -) +.
)
%
+
# 7*
SXÿ% $+7 $ÿ* 6,ÿ#+,<9% +/ 7 % ÿ) ,80% .# 18@04' 7. ) <ÿ)
TUY . ,ÿ) ,.0 +.' 9ÿ++# & ÿ+) 17 $ÿ, 1 ÿ% ÿ <ÿ + ÿ' $1% *
&
/ ÿ- &8 ÿ ÿ+. % <9%.ÿ,$ .ÿ,,<* % '- ;
+. + 0&* - ,) #ÿ + *O ) - O ÿ+#0 . 0.
0)
+ 3 ) )
- &7 3 #
SUZ $@$*' 9ÿ<*+% & .#7& - , 'O,1 @#6ÿ$ <0 ÿ0'.ÿ%
Xÿ) ÿ .ÿ#+#<' ÿ+ +.,ÿ) 70 *ÿ# + ,O /0* , *O 1
ÿ
3 *
- , .0% ÿ ,*+& %+ *0ÿ) ,.06,O % ÿ' $1 Qÿ$ @0# 7'% ÿ%+.
+@0.) .8 ÿ' ÿ) *%ÿ 7 $ÿ* +.ÿ 1. ) <%*. / * % *03$ <.
)
%
& #
ÿ
7 $,ÿ$' , + ÿ ÿ). ; + -0ÿ % ÿ' *7 $@$*/ ÿ/+*ÿ,91 ÿ+0# <
) Q+# *)0 1* 1 ÿ)ÿ + ÿ @01*#ÿ) ÿ .ÿ+# <ÿ -) 0+9,0/+
[ ) \ %
)
8
1 & @+ ** %$ ) ÿ+ $ .; - ÿ *ÿ* 6,& %+ *7 $1 %*' 9ÿ0'.*ÿ.ÿ <
) $ %#0 ÿ- %,] +*ÿ .=0 .0 +ÿ) *%ÿ) ÿ) Qÿ#+, *ÿ $ +=0
)
V- ' &
3 ) <
/ ÿ+ 918) *+V- ÿ )+# 1,- #ÿ8+ 1 ,ÿ ÿ+ 918) *+
+,@)+ ÿ @ÿ' ÿ -2*,ÿ% ÿ+ + *)8% +.=0ÿ+,@)+ ÿ,@ÿ'
,
<
K++) +ÿ ) ,@;8 ) ÿ+09ÿ) ,& %+ *' ./ + ÿ803 1/ ÿ% *+ÿ,91 ,
9<- ,L,3# ÿÿ $/ < +7 $ÿ) *%ÿ#ÿ+ %0 , + ÿ7# )' ,-) 0+O
I7 +
%%
. / *#@ÿ++
$ @0 ÿ<0 ' ,;
ÿ
BC `aabÿ efg iÿ jTc
^ÿ cdTc ÿh dcXk f
BCCÿ - ÿ 7$ +# -)+ ÿ -+522ÿ + .. & ÿ.*+0$ +ÿ )+522ÿ + O $
^lV- .@#ÿ.ÿ- ,91V- <ÿ 8 1 ÿ$ '#ÿ' ÿ % .2*,ÿ 8 1ÿ *
+
G
+ /
@#ÿ)ÿ +# 708, * %8) V- <ÿ0 .:;; - <;) ÿ' ÿ$ +ÿ )+ÿ
7% *.,- ÿ% ÿ )@#0 ÿ @ÿ -+.* ÿ+3ÿ -+& @O +0 % .2*,O
% ),
+ #
* G
V- ÿ )+ÿ -2*,ÿ % + *ÿ++) +ÿ)*<+&A)ÿ,#+,% 03 ÿ.% ÿ'.
-2*,O ÿ )+W) % &O 9<- ,- ,#O *;ÿ,&+ *ÿ# 6% .$ 03*0
V1
ÿ
08, * %
%)@#0 ;
)
BCC V- <ÿ .&
^Dÿ -+N$ 0
G'
SUG' ÿ .& *VLIÿ*& .) ,ÿ& +.*+,. / &0* %='<ÿ.% ÿ) ,# -ÿ +
Tÿ +N$ 0\0 .< ÿ$*@+.# & .ÿ' 0 $ ., 0 ÿ 0 $ 037 $ÿ- ; 7
ÿ +
ÿ -) +
#+0*% + ÿ ,.@-+@$ 0ÿ<7 # 6/ ÿ -+N$ 0ÿ$ ., +.ÿ +.@$*00#+
,ÿ + 1 18 ÿ0 <ÿ .&-#/ &ÿ7V- <ÿ .&. / &0 ,; ,ÿ .ÿ * *
%
)
/ H.
%0
*+-#/ &ÿ8 %V- <ÿ .&.,# # 1/ ÿ/+*ÿ#0#+$ 03.# 1 ,ÿ 1#
' ÿ<7 # 6)ÿ ÿ -+N$ 0ÿ*+ @ÿ% ÿ+# <ÿ % 93 *ÿ.% ÿ*% #1@+ 0
#
)
& %,<ÿ$ '#ÿ-#Oÿ- $ +?# 1>6-?N)+ 9,7 $ÿ- ÿ 7% *,] 0
) *).. & ÿ.><7 ># .Oÿ% ÿ.0;ÿ ,)+O) ,# -@#ÿ)ÿ+ $,
?
ÿ
+
- 7 %ÿ,01,&<ÿ % * +# & .ÿ ÿ' ÿ -+N$ 0ÿ+9& ÿ+3ÿR- ÿ$& #+
#@+ *)ÿ 0 * @) +0 ÿ& +.* *+V- <ÿ .&.,0+:;;%# -- ,' .O
%+7 [
)
0
# 9,003ÿ+ $ .03$ +ÿ8O *;; ÿ)ÿ) <# O -) 1ÿ,+ # <ÿ' , 3)
1 +* % O ] +* ÿ.,0 )ÿ &Aÿ % *1 =%) 1ÿ <# O ÿ% /+. #0 ÿ8
. , % % + K)
$ )
%
@$ 0ÿ<.. $& 18) *+N$ 0\0VLIO E+ *#ÿE <07- , *+ ÿÿ .& *
.&8+ÿ) ,+ ÿ,@ÿ' ÿ .& * .ÿ & -ÿ.+-0* ÿ+@0 10N$ 0\0
0
ÿ +
&< * %
1 & @+ ** %
) $ %#0 ;
)
STÿ 03*+N$ 0\0VLIÿÿ)ÿÿ+ <& @+ *8,.& , 3*+<+ ..7 $@0'
T H.% ÿ' ÿ .& * .0% *#,-# + %ÿ ÿ+ $0 ÿ' ÿ& % +ÿ) ÿ 3 *
U
ÿ .
) % 0
% + ÿ ,#1 + +ÿ,@)+& @-+ÿ .&0*3#0%ÿ)ÿE@-+ÿÿ) ÿ %ÿ) ,# + 18 ÿÿ+ - ,)ÿ ,ÿ) 3. 9)ÿ ) ÿ*,"+,<4 9ÿ 05
(ÿ3)* 6 9 *)<4 9ÿ 05= #+ ÿ +)+ 012 #+ ) '* ÿ 4);3 +
- -0'+)ÿÿ- '" 4
)/5 0+$ 3ÿ4 :
#
0
0 " * &3
?@ÿ 4 ÿ2 *" 5 0ÿ 4);3 +ÿ0'. *B3 2"ÿ9$+*ÿ# ÿ / ')B 0
@A<4 0*"ÿ5 )0<4 9ÿ 053 )ÿ""ÿ 5 ÿ04"9 0" .6 -+ 0ÿ *
@
5) ' ÿ+5- )*+ÿ5 )0+ÿ2 ÿ34 0ÿ*+,ÿ $. *ÿ-95) ÿ $# *C ÿ2 '.
9"9.090ÿ20" 5 0ÿ *)4 '- )0' : ÿ""5 9 *.&"ÿ-ÿ)0 ")
$
#
# <#
)
1+ ÿ2'ÿ"* 06'" $4 '- )-2 '*" ÿ3 4 '+,-ÿ '/# ÿ2 ÿ4
* *+ 4 '+ ÿ ÿ# ÿ34 0ÿ*)ÿ2 #0 4 -* ÿ'+ - +,*)" 4
2 . )# &4
-. 6
-)4 ' # )ÿ +ÿ""&"ÿ-ÿ)3 ) ÿ ÿ ) *$3 )0-ÿ)+)B '*ÿ", *
D )+ 5 : 0. *ÿ $# *C ÿ0.* + #+ ÿ0'ÿ'. /5 0ÿ ÿ *')
) E2
" /'++,
. )* # :
0
FGG J-# *3 )<4 9ÿ '+)ÿ ÿ4 &B 20 B '0# ÿ# -++ .&)0, 0*
HIÿ ÿ-ÿ0ÿ 4)K)/5 0* 0 " ÿ +2ÿ ÿ) .3 0 9 * ÿ 0" )ÿ
- 4 5)
5 0- 'B# 9.# ÿ &)L) *'M3 2N-+5 * # B *: ÿ-ÿ*) **ÿ))0
3*&)0ÿ53 +,>" ÿ #)B 0 ÿ *+"+ 0ÿ 5ÿ # *"*&4ÿ '/')
+
ÿ
6 - ) J9- 3 B'5 B)")ÿ0- +*B # B "/0B '-2 ' 0ÿD 9+M9$'= B 900ÿ'
- ( 4ÿ" )ÿ 9*B 0 5")ÿ )ÿ ')*ÿ ÿ*)1+))4-* ")ÿ ÿ+ )B
* ' "
&+ 2 ÿ J0"" -2 '+6' * #- *+) ÿ2- , ÿ &)L) *'-ÿ- ÿ 9C ÿ) /.6- *)
*)ÿ -&"+ ÿC"# .*'3 2>" ÿ #)B '$ 31+ÿ)'&-) ÿ &ÿ2
# ÿ
9
'
J))- )ÿ - '&:
/94 'M',"
FGG M3 2N-+5 * # ÿ 0ÿ-ÿ)'O + .6'*)" 4*ÿ # * #ÿ# ÿ2 3.# *C
HFÿ 0 ÿ *+"+ 0&3*# *C ÿ) 3' ÿ ÿ2 ÿ4 ÿ 6 5+ B .0 - 9ÿ-ÿ)
6 )-3 - "
3 ) ÿ ÿ) .0# +/ÿ)0 # 9'5 #+) * 9#-&"+#ÿ 0 ÿ *+"+# ÿ2 3.# *
0.* 0# ÿ) 0* )4 '- "ÿ ÿ- 6 #+ÿ6' * : 2N-+5 * 00 - 9ÿ+
- . "+ - M3 6 C ÿ0.6'4- * # ÿ'.'5ÿ ')+,4 '- )ÿ#)05 0- 'ÿ"))4++$
)3 ) ÿ ÿ'&-+ 0-ÿ+ *&"(* ÿ34 003 90ÿ3*&)02 /ÿD 9 *
)
#
59
- *.+ÿ ÿ) )/ÿ2 &ÿ+ÿ- 0#ÿ# 3 , ÿ+4") ÿÿ- '" 40Q=" .$ 34- +)
4) ÿ * '5 +)*) /"5 # ) *9 , " ).0 9$.+$ 3ÿ4 Pÿ B # ÿ- ÿ'/.
#"
#
ÿ
"&)2 .+ÿ- '" 46'"3 )ÿ ÿ4ÿ3ÿ- '5 ++,0 5 ÿ 0" ): 3 )-ÿ2 0
ÿ *- ÿ $ 3ÿ4 ÿ ÿÿ0'* - *- *6 &ÿ) )/# ÿ3 2&)0, 0ÿ 0ÿ6 ))
#
'
" ÿ #)ÿ ")ÿ ÿÿÿ # )ÿ4 '/.C ÿ2 ÿ &)L) *'*'
HHÿ 9ÿ0ÿ &)L) *'M9$'= +"&" # '" 4-) ÿ$*)>" ÿ #)ÿ &0
J0#
" .. ÿ-ÿ+4"ÿ2 &ÿÿ2 ÿ4 ÿ'*ÿ# ÿ2'ÿ"*:
# ÿ-# *.0 9$*) +*)" 4-ÿ " $*+ 4 '$
#
.
ÿ ÿ
FGG <4 0&"ÿ0ÿ +- )5 "" *'ÿ2 *'# )ÿ0<4 9ÿ&-+#*)'" 4" ." 4
HSÿ 4 ÿ $3 )Q#5 . ÿ2 '5)0*"ÿ) . '"ÿ 4)) T+ÿ2 + 4 ÿ# ÿ4
&)" ""ÿ 4)) T&"ÿ-ÿ)3 ) ÿ#-2 '4"6' ÿ') ) . ..'59ÿÿ- '
*. *: 9ÿ&-+ $# *C ÿ0.- ÿ*)ÿ9*-&0-ÿ&C . ) ÿ+ * +$ 3
<4
ÿ
) $#
" 4C# ':
4 ÿ+"$
FG VWY[ Xÿ ^` a
Sÿ XZ\YV]]ÿ [
_
<4 0&"ÿ+4"ÿ3*&+) ÿ- 0ÿ ')" 9B-'6 5ÿÿ4 '0*" 4))) 5 B
4 ÿ $.0 9$5 0- 7.+ # B-ÿD&4)ÿ ÿ)9 *"0 -*ÿ &ÿ'6'# )
5 6
* )
)
4- +) ÿ2 *) 5 ÿ2 # )+ÿ+") ÿ$*)3 )ÿ# ÿ2 ÿ4 ÿ53 )ÿ)* , ÿ ÿ))**
'/. .*"ÿ" 25 " , ÿ +* *.C ÿ2 ÿ0'" .*)" 4+ 9. 00*+ 0* '/'ÿ
0# +
#
# *)-++"ÿ- : 95 #/' #0&3*'9*ÿ ÿ2 ÿ- *#ÿ6*)" 4" .5 " , 00 - 9
2 ÿ' # 95 #ÿ ÿ- ÿ"+ *ÿ 0ÿ)")* *)5 #) *-ÿ2 ÿ4 ÿ# ÿ2 # )ÿ2 3.
, + <9+ "
C ÿ- 00) *" '0ÿ900) "0*B-*"ÿ2 ÿ- 0.0 9$.+ÿ *+, B *+"+# B
)5 # +*#ÿ5- 0"9$*&ÿ0)0ÿ ÿ2 **)+ # ÿ+4") ÿ K)* 0ÿ +5 * 0
ÿ
0
5
# # N- 6 )5ÿ *2*)# 1ÿ4+, - 'ÿ- : +ÿ "3)&"ÿ-ÿ)3 ) ÿ '. # &+B 3- * B
*: 5 ÿ2 ÿ) 0 ' C ".+ #ÿ 06 *'ÿ $# *C ÿ0.6 ÿ$ " 5ÿ *&"+
&"
#
5 E2 )
" 5
-ÿ)+92 # )B3 2"ÿ ÿ)95ÿ4*8")1) *)ÿ6' * #ÿ") . '# *+"+# B
'0' ÿ " , 0ÿ 5 ÿ0* '6 *3 8-. *ÿ "2 '+ -&"+ B 9# "ÿ-+5 * 0
"5
0
- )
# -5
6 )5
*:
FGÿ Hÿ hY i Xi XG
bcdef g\ aÿ aÿ _
j` Y
<4 0&"ÿ- *+ÿ''#5 . ÿ2 *+ÿ-ÿ&C . ) ÿÿ2 ÿ+"$k:: nC 0., &)B
4 ÿ $5 #"#-ÿ3 ÿ- )*"ÿ # *) ) . .+*)C# 'ÿ),ÿ 8") ÿ" 0
0
#
lE;m
C *B *:B 09# ÿ05 . ÿ+*+3+#+#**)&"#4 '- )-ÿ2 ÿ4 B2 ÿ- )+ÿ-0ÿ 5oÿ ÿ ,"ÿ- ).0' * ÿ Pÿ2 ÿ +ÿ34 0ÿ6*)" 4ÿ )5 . ÿ # *
) "C-0
*
0
-6'.+ÿÿ*'ÿ'0-)9)+*'" )ÿ# ÿ'/. .*"ÿ2 ÿ-* 'ÿpÿÿ) ÿ'
6)) ÿ "0-)-ÿ*'8+ ÿ )65 B .4- +) ÿ2 **)0 61")ko+6 )#
(#
"
0'
4 '2 0.3 +,+84 ÿ35 ")ÿrÿ#$3 )ÿ" " +* 0""9C)+ÿÿ*# ".s) t+
35 ") ÿ0# ÿ " 44 '2 0q o- 9ÿ005 4 C9+ ÿ/+ 9ÿ "0" . 'ÿ C *
#
k
+) " #
/) k::*&3*- ) ÿ# ÿ3 ÿ"+)$+ÿ 6'1+ - *&- +5 * # ÿ'" .* # 9
+1ÿ),ÿÿ 0ÿ4 #" .'## * 9ÿ K""+ * 3ÿ .6 "+ 0-ÿ. +- "
+
/ # ÿ2
+ +
0 61")q- '" 4&3*3 )s) t+" .u/K5+*L-)*ÿ3 ÿ2'8"*ÿ-* 'ÿ#
-* 'oÿ 3ÿ4 ÿ 0ÿ0ÿ C * # ÿ"" ' ÿ 'ÿ '#*+ 4 '$0 61")" .
$
ÿ
4 .
0 - 9ÿ-ÿ*) **ÿD) .-ÿD - )# * )4"6' 3. 9)ÿ),ÿ- 0# *+53 )- T5+# C)5 #) *q # ÿyo. )ÿ-ÿ6)ÿ++ 9 - .
+)+ 0k:: )ÿ-ÿ 9. ÿC) * " 9ÿ- *#oÿ .k ÿ- 0# *-6'.,* ÿ - 0
#
.
#
"
",
-ÿ)/5 06'09: - ÿ) 3 0B- ÿ 0ÿ'/. ÿ#+. D-ÿ-* 'ÿ# ÿ *. *
'0'+)ÿ ÿ")ÿ #'O )*ÿ 3&3*4- +)" ÿ )ÿ60 61")" .&)" ""
- Q4
$
#
""9C)+ÿ- '" 4ÿÿ 0ÿ53 )<4 9ÿ /94 'M'," E " = ÿ '*)4- +)0/+ 9ÿ $ 3ÿ4 :*&3*+ 9. ÿ 4)J))- )ÿ - '&ÿ) &ÿ 6 ÿ2 ÿ'/. 'ÿ6
" #
= #
J0 *)0 61")"- ,1+ ÿÿ ÿ +2<4 ÿ /) 5 #3 )*ÿ- 6&ÿ2 **)0 61")
2 ÿ-* 'ÿ9# ÿ * "Qxm125 ÿ 4x)+1ÿ" ÿ0ÿ 5 #+ *"ÿ2 ÿ-* '
2
- '
)
5 &4+01+ ÿ2 ÿ) 3'&) *ÿC /:
- 9 ÿ * *)'O + #0" -)
) 2
FG {@ ÿ ÿ Xÿ Y
zÿ |[@ }@~V]]W
[
91
6
6
1
9 6 616 911
61
2 1!
3
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
!" #%'ÿ#ÿÿ&+-'%ÿ+# 0'ÿ23#+*)5( &'ÿ' ) / 89 23ÿ / 1ÿ 2 -3
" ÿ& %( )'%* " +./ÿ/ *1/ *ÿ)40 ÿ# 0 ÿ#60 7 / ÿ/ *: 2)<*3=:
,
1
;/
9
&
/
/
<*3*ÿ %ÿ>*): 2 ÿ ÿ %ÿ*8,3ÿ/ *ÿ %ÿ A 3ÿ+B) 'ÿ/ *D%ÿ)ÿ"/
2 ÿ >* ? % +<*3= >* 93) =: 23>* !@'/ : ÿ C& %9 23ÿ #%( ÿ+
3 & %ÿ 3 &
@'
&
3 &
' %) % ')%)( )Eÿ+ +ÿ0 / 3ÿ %ÿ& ÿ" ÿ #ÿ1//F+<*3*ÿ %ÿ ")'ÿ3
(& 3* %ÿ& ÿ#+#"* .' 0 ( %>* %)' "@(%'# ÿF)ÿ 2 ÿ >* !" 1ÿ#'
0
) (413ÿ"*3ÿ ( )Eÿ+ +ÿ0 / 3ÿÿ& ÿ0 / 3ÿ& .)%7*&>* ÿ/ +' "F+
G *') %/ % H #+#"* .' 0 ( %*%)' 0 ( %%) ÿ#' 1 ÿ % . (ÿ" ÿ
/ !ÿ
@'
#
# &
/
%)" +/ )ÿF*) %.3 ÿ& @#1):*33 ÿ: 3 ÿ0 )#3 ÿ/ +F'()ÿ3
& ÿ(" ##/ÿ 3* *2%) )4#ÿ2 *2* ÿ ,' 0 #*2. (ÿ %+#' ,
, F
# 3'
)
'# 0') ÿ)40 #
#/ *%,#+*)H
<*3*ÿ %ÿ ")*ÿ/ÿ) (+,*
2 ÿ >* !" 1ÿ 3 %+G * ÿI
3 & #
)F
J (ÿ" ÿK1#41ÿ##. (ÿ/ ' .#/ ÿ0 / 3ÿ)( ÿ3 ÿ*3*ÿ.%@#
/ +' ")0( *).( )ÿ/ +0 @" 3 Eÿ>3' 0 ( %#%"' ,#2 -3##) H
J (ÿ" ÿÿ3) ( '*3ÿ3)"*)ÿ+7 #3 #ÿ" ÿ& %+G * #%)( )ÿ ÿ*3*ÿ %
/ +' "*' ÿ, 0 % : %++ : ÿ( *)#' "%'ÿ) (+ ÿ& ÿ#+% #2 ÿ >*
#
/) #/
)
/ 3 &
' ÿK#*2) ( '*3/ÿ3)"*)' 0 ( %
3)*% ÿ, 0 % ÿ+) %++ ÿ0 / 3H
3
/
#
J (ÿ" ÿ##'2 4+@) %/ÿ, #+-' 8,0% ) ÿ ) %*'*3##) /ÿ10+30
/ +' "( )ÿÿ/)3 3ÿ+* (%.7 0) ÿ*A3* 3*0 % ÿ.%@ÿ+)) %/ *
3
* , F /
= %ÿ(& 3*')( )#
Lÿ ' %) % %ÿ#+H
/
0
J (ÿ" ÿÿÿ13ÿ +'# ) *0%* -'%ÿ)40 ÿ3 ÿ#+ÿ+ÿ) (+,%ÿ*3*ÿ
/ +' "*'0* %F ÿÿ" 0F ÿ&+ " +.#+*)' ,( )#')+G * ÿ #2 ÿ %
# ) /
* ,
) / 3/
%)+@'1# 0'ÿ ,'ÿ+/& +%* -'%ÿ0 / 3ÿ* 01ÿ ÿ0 )#%)+0 3) %
& * *ÿ/ *1 *: ÿ%)ÿ&+ " +.' 0 ( %,+ % % ' 0 #ÿ& * / %3H
ÿ : @) /
,
) ./
ÿ
MNQ S
ÿ RT
P
!" #@(%0 @".>* ÿ112 1) (+@) %ÿÿ3 ÿ0 % 3>& +ÿ/ ÿ 8ÿ& @ÿ4*7)5
" ÿ #ÿ/ 1ÿ % '1) 'ÿ G * 3#*' .1 '* ÿ )). (@')%) ''1 1ÿ*
& ÿ + ) 3 / /
' F
. (+ÿ/ÿ()ÿ& 0ÿ %ÿÿ>.+H ÿ3 >ÿ#(F#0 @"*') : (ÿÿÿ/ +
/ E)3 %# +: ) 8>* '1 )Dÿ 8 / %*ÿ%Fÿÿ/ 1 %,ÿ %**. (
0
& ' B)
* 0 7 %#
+# / #71.%ÿ3 )#' ,' ,@')# +ÿ/ +' "0 3/@#>* ÿ110 1' : /ÿ#ÿ&
)" 3 **%ÿ ( , +%3 ÿ3 ÿ 8ÿ(). (ÿ" ÿ/ F+ ÿ % '1/ 'ÿ>#ÿ %U %%)
*/
& ÿ 1 3 (
2 *)*)ÿ)/ ÿ ,/ÿ/ +)ÿ" #%'ÿ/**ÿ+@/)ÿ+) 0 (' )0* 3 1+0) +
(, 1 #7 1>H ÿF0 (#: " ÿ& %# 1 %"/ %: ÿ3 / +2 ÿ+ 'ÿ ÿ1'1
3
!3
'
0:
/
@* / .
+01#ÿ) '*+>*ÿ)+U0) H3)%) ÿ'):( &'ÿ" #%'ÿ+ÿ ( ,%ÿ 01')
) 8)#7 & 4/ÿ 17 ÿ)) %,ÿ ÿK+@)0 ##ÿ 0 ÿ#' " ÿ& %')F 3 ÿ F *%%
1
=
#
/ /' *
& @' ÿ+F*83 ÿ3 V+%))"/%% 3/ÿ&1+3ÿ" +"*%ÿ(& +*#>*ÿ)3 %*,
( 3%'F *2' ,/ÿ& ÿK 1* * ÿF * ) : "/ + )' %/*)ÿ 17 ÿ/*) H
0
'/ 0 , ' '
% 1 F
WY[\^ `
Xÿ ]_ a
b+%0*2( )ÿ+ ' .*ÿ'' ( %*ÿ& ÿ ")) /.%@: 3 ÿ/ ÿ& (,( )0 +ÿ )
/) % ÿ#+"* 0ÿ " +@/ 3ÿ %)!" 1ÿ0 ##) ÿ ,. (# / 1ÿ#ÿ')>& 3
3
4 #
3
'
& 3 12" +/ 'ÿ''%ÿ3 (). (4ÿ/ 1,>* ÿ+ ' .7 #ÿ+0*): " 1' 1ÿ>#
' ,* ÿ)# 3 1 %ÿ ) # +ÿ/ E)0 @"* ÿ % "* 0ÿ)%"' % #ÿ "* 7)1
3
, /
) & 4
0 ' 0 '
' ,%)%+ ÿF& ÿ ")L))/ )ÿ / +@ÿ*) #ÿ +) 3: /ÿ ÿ 3*30 #/ +
3 ÿ& ÿ @#/ÿ )!" 1ÿ 41" +b+2' 90 3 )!2) @) %ÿ %% @) % ÿ(%@)
) %
3 / /
)" 0'*3 H +ÿ'% ('1I
K ) %% #ÿ )" +* 1+
/ c/ 0 .
WYYd__fgh`]j_ kÿ g_
XXÿ eÿ h eg ÿj le\mi
i
no[\^ ` ÿ h ]pÿ 1" #@(%*0( )'18%ÿ& *"*' ." 1.*ÿ& ÿ
]ÿ ]_ a[g]i q ÿ " ÿ #ÿ 1, ÿÿ3 ÿ %)+ + 0ÿ/* ÿ %)
` !1'
3
* / ÿ4 03
.
!" ÿ /)C/ 3 0ÿ %, %ÿ),' ,>* *ÿ& ÿ" ÿÿ3) #1ÿ0 )#7)@' 3 +
"<%+ÿ 3 ) %@)' ''F 1ÿ3 ÿ % 3%)' "*' ÿ'* ' 0 #*1ÿ 3 )H
*
&
3
?& ÿ+ ' ." 1.@(%0) + ÿ3 ÿK 1*.
)"* 0ÿ/* ÿ #ÿ1'1' ,)"*% I
4 0
.
01
=) %.>& %, %:F 3:& ÿ" V)40 ÿ/10#ÿ/ *0 10#%'ÿ''ÿ3 ÿ1
, 3* ÿ 'ÿ''ÿÿ .ÿ )' "#+*)0 1 %: >ÿÿ/1 %ÿ& %, %: ,'1
F
*' %
) & % )
'
( )ÿF& %, %H
##/ÿ 'ÿ''
%
C/ F@ÿ& %' .%* ÿ'%ÿ %ÿ / ' ÿ" ÿ& +#( )ÿ''5 ÿ/ 13 )>*
3* %'ÿ3 ÿ&+ " +.>* >& @ÿ3' "# ')ÿ#+, %ÿ*0 @"* 0 ÿ %
+
,
&
3 ' &
%));(, 1)Drÿ( &'ÿ3 1% #%/#ÿ, )% *23 % +#' ,%* -'%
& #ÿ *)* #ÿ # 0 ÿ#' '.* ÿ 1: 4+*3 ÿ)>/8ÿ3 ÿ&+ " +.
3
0/ ' #
,
)1#' ." +3:( #,'./ÿ%)ÿ)') ÿ3*)ÿ& %>*ÿ')' 0 #
: ÿ 1'ÿ3 ÿ') %ÿ 7 **+ÿ+/& ++1%,) %*#%'ÿ 1& 4ÿ0 )#
' ÿ
#
%
1
%ÿ#+, %ÿ >*ÿ+4, ÿ& ÿ' ÿ+) ( 1 +%0*3/ÿ#+, %ÿ##') ÿÿ&
/( )ÿ''rÿ 1"/ *)%)#@)/ÿG 'ÿ /) % ÿF( )ÿ'''ÿ%%,*%)
1
" /
3
' "#"*' ." 1.' ,+G * ,7 ÿ& #ÿ *)*)H
" Eÿ+ 0ÿ/* ÿ3 ÿ) (+ ÿ.%));(, 1 #
4 0
)
3
t "'3*ÿ''+%3*3, 1% 3" 1*#' ,, #+ )& >ÿÿ#+0 3+4 8
K 1*ÿ#, %ÿ)) % V))* ÿ/*)ÿ3 ÿ)0* ÿ/ '( )ÿ' ÿ)/ )
%
/ / 0
7
0 3 ) %' ,/ÿ) ( #ÿ))*3/ÿ& ÿ#+#, %H
/ #3ÿ3 V++G )%, 1% ÿF )( )Eÿ''
/ %
/
n]ÿ \ p]j!" #%'ÿ/10ÿ#+/ÿ#2 ÿ''@(%#0 +ÿ#+0 3 ) %F+%)
] [iu]pg ÿ " ÿ& %0 1 %( )ÿ+( ' ), %ÿ #ÿ) ()( )ÿ/ #3ÿ ÿ&
o
)
0 10*3ÿ43*# 0 ÿ''*ÿ/ #, +,%ÿ)' / . ( ÿ%%)% ÿF +
/1 % : ) ÿÿ( &, %ÿ 0 3 *)) ÿ 7 ÿ3 3 @/ #'ÿ& ÿ* /ÿ
)/) F
#
/
@) /
* ,').F1>*20 10*3ÿ',F3 % 3 1.@(%3 %7 ÿ) ) , 3ÿ3/ÿ) (+
@@) *%1ÿ 1 3 ÿ/1 % H *ÿ 0* '* ÿ #ÿ/ÿ), " 3 ) %/ ÿ++G *
//
)/b ( / %
)
91
6
6
1
9 6 616 911
61
21
03
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
"$ &ÿ ÿ'+ÿ, &%(ÿ-%/ (0 2 ÿ %ÿ4)2) .&(&, %) '6. ÿ+& %4
ÿ%'( *" (" , %ÿ (.ÿ""ÿ %3$("% ÿ'5/ ÿ- ÿ$(3&ÿ ( " ÿ".
)
)
12
7
) 9
+
" , %.4ÿ+ ÿ+ &%" / 8&6"ÿ ÿ (/" , + & (ÿ+ $&7 $ÿ$2 %ÿ(.*
, &%8&" /$ / '(+ " 4ÿ 7( 6. '6ÿ) %+0 % 'ÿ) '2 ') &%' %
(
12
&
)
,& ' ÿ+ ÿ) 4(4ÿ&,.&7 $ÿ%ÿ:- ÿ""ÿ 2 ÿ- (, 4,ÿ"":'"
4"4" /, 32&&7/ %' ÿ) '$ &)ÿ &/ (0 %("ÿ)4 (/ (ÿ ÿ
7
8
4*( (ÿ('%ÿ () (, + & (8 ÿ&7+ ÿ+(&(' ÿ:- ÿ$) & +;+) <
& .3"&. &&(6. $ÿ) %+ÿ7'4.*) ÿ- ÿ 3%)ÿ &9 '2 " ÿ .+%
. +
& (
=& &"ÿ (ÿ )& ( +@& $".+A=>?@Cÿ'%3.'%"$&3$(, 3276. ÿ4
+ '4 "?'(,. ÿ * 4( ÿB D)ÿ. 4 ÿ(((ÿ %ÿ) 4ÿ ( "4
>"
)
)
"
(' ÿ:- (460& 'ÿ 'ÿ8 $ÿ F &( *? ' %.+
&3%)ÿ "ÿ ÿ "+3)&" ) (@& $ %. ÿ&3.%) 0
( "E
+
)
)
GHÿ Mÿ OPHLHOÿ 2 ÿ- $/) 4ÿ& $ %ÿ, &%(ÿ""'45+ÿ ÿ- ÿ)&
HIKLLNHH Q MR S %% ) 4ÿ+7'F &(" , %ÿ / (ÿ&&" (( (&, '
H
12
:+ ( + 47)ÿ- ÿ2 ÿ+ ÿ- $/) 4ÿ)4,ÿ+ ÿ%ÿ""("ÿÿ& $'/(
$ ,. ". ÿ: &" 2" /% ) 4ÿ+7, 4 (" /$ &/ (ÿ- (.'F . ÿ
) ( (
&
% &)
" , 32.-(&'45+ÿ"Tÿ &&2 %.4V %ÿ- ÿ$W:2) &%2,&ÿ'"% "&
, ) 4 ÿ- ÿ&&" ((%0 'ÿ) %8&ÿ &(&) ()W', %ÿ.T')ÿÿ- '
%
U$
% & ('(&ÿ- +'F &( *:4" , %ÿ ÿ'(,& ÿ&) '&ÿTÿ )) ÿ'X) (,%
- &ÿ"- '(" ÿ& $ %. ÿ 4, &%( 2)& (/'% $, %4&?- (%)ÿ +" (0
+ $ÿ
)
.
GYÿ [ ]ÿ 2 ÿ %ÿ&2 ,ÿ- ÿ%'%2 ' %.+%(.* ÿ+ ÿ)ÿ(& ((
HIZ[ \ ]12 %3$('% & ((&$ &<ÿ&3.%) ÿ&( %" /+ ("(32ÿ
+
)
3" .$"&ÿ' Tÿ':'&2 ) 4ÿ ÿ) %+ÿ ÿ+ & &%'ÿ""" , %0 )ÿ_32&
+2 4(V . V ÿ , ÿ& 2&( , + & (( $ + , %"7/ (ÿ, &%ÿ '&" 4V
(, ) )
)
)
^
" 2 ÿ- (.,$ &(&" .(ÿ ÿ) (2 )) ÿ ÿÿ) .4&6)T3$(+ ("% ÿ& $'
2 %("ÿ 4/ ÿ- ÿ847( 2 %ÿ- (%( "% ,"ÿ ( 'ÿ %ÿ)ÿ4)'F .
+
.)
)
+
&
3.'2 ) &" , %ÿ&)&"46.*(&$ &ÿ ÿ2) /2 )) 0 &&2 %.4V '5/
,) - + ÿ, &%8 :'ÿ4 + ÿ- ÿ%'( $ 4" ÿ- (%ÿ 'ÿ) %8&ÿ ) .&
)
)
U2
"('".&% 4( + ÿ '$ &%6- ÿ) <ÿ'+ÿ) %+0 )ÿ_32&ÿÿÿ%'/ ,.&
4 + ( ÿ)$. %: ÿ%'ÿ )/ +(*" (, + & (ÿ '&" 4V:"$ &ÿ& 4 %
& 5 ) )
^
.
+
(ÿ- 'ÿ) ".+ÿ:&ÿ- ÿ847(ÿ + "4ÿ+&ÿ+" /&%
)% "&E , ( V :'(&" .(ÿ 3" $ 4 & ('" ÿ/ '%0
))
.)
7
+
.
& 4
GIZ[ R Oÿ bOdS: ) '" 2/ &+(.,$ &%* ., +ÿ, ) +W"& ÿ "$&V&
Yÿ [ ` MaH cOÿÿ $ÿ2 ÿ) % <ÿ 4/ ÿ.+: " (" , $ (8 %/: ('%ÿ(
e7
2 ) 4ÿ%ÿÿ () ("4*.0 2 ÿ 7+ ('F . ÿ%'ÿ ÿ+&ÿ&% + 4+)3".+
& 2&$ &.6. $ÿÿ W+ÿ %3"ÿ)ÿ& $' $ &%( & ('2 ') "ÿ:' (
( - ) 12
& )
. )
(ÿ + ( +ÿ_& (6- +/',4ÿ&&" ((ÿ- ÿ)&:+ ( + 47)ÿ- ÿ2 ÿ''F . /
): ,. V , 2ÿ & ÿ. ( '45+ÿ (&, 'ÿ ,. ". ÿ: &" 2)ÿ& $'
$ )&
&7
)
$ ) ( (
&
8 ÿ60: ) ', 'ÿ2 ÿ + ( + 47.ÿ)ÿ&"& ÿ ÿÿ2 ,: ÿ) .4&6)TA00
74 ÿÿ $ÿ)&" 2: ,. ". ÿ + ('4(/( "% & .,% ,"ÿ ( 'ÿ&*
" e7
$ ) (%
)
. +
^, 8 ) V X- (ÿ .)ÿ6.&V (0V) ÿ %ÿ'5/ ÿ, &%6. ) ("4*+)ÿ.
" & ) Tÿ "V 8 V ( '&,Dÿ $3$(2) .&" , %ÿ ( $ÿÿ .ÿ'5"
U& U& f ( ÿ 7
- )
" )- '3& - +% ÿ 4+ ÿ".ÿ':&.:' ( +ÿ- ' *(ÿ- ÿ) .4&6)Tÿ'
+ (&ÿ , " .30 4*8 %,2).ÿ )3". V ". ÿ (&% ,"ÿ ( 'V
?$.
4+ ) % + )
+
)
.5( *:.+ %(ÿ%ÿ- ÿ2 ÿ'ÿ)ÿ) %/ '/, 'ÿ2 ÿ + ( + 47ÿ &" 23$(
+ .+ ÿ & / ÿ $ &(&" 2"&+ (, + .&& ÿ)&" 2: ,. ".0 ÿ2 ÿ %
. ' )
$ ) ( f"% ÿ,$ &"3& - +% (ÿ&) &% ,"ÿ&6)T,& & ( 4ÿ+ ÿ." 4ÿ""" , %
4). 4/ ÿÿ , " .3ÿ '5 Tÿ) .4 ( 'ÿ'/ +.%" //%8&/ (ÿ, &%
+
)
+
"
8 ( & ÿ- ÿ2 ÿ+ ÿ) .4&6)T:) 6. .ÿ- ÿ2 0 ÿ2 ÿ 7+ (%)&
&6& +(&" 2" /% ,"ÿ ( 'ÿ 3ÿ ( +(&" 2ÿ " 23"ÿ)ÿ('
+
' 1+
,& & ( 4ÿ'(T+ ÿ ÿ) .4&6)Tÿ:ÿ:(&/ 5, ÿ+ ÿ 7) 4ÿ%ÿ$ '/ +.%)ÿ & %( % ,"ÿ ( '%): ÿ- ÿ&.&" /3"ÿ+7$ &% ,
" ) ) +
)
,& & ( 4ÿ'(T+ ÿ ÿ. ,4ÿ) + ,ÿ ÿ- ÿ) .4&6)T:) (&" 2.&: .
'/ +.%)ÿ & %( /' ( , + & (( (&% ,"ÿ ( 'ÿ 3ÿ- ÿ2 ÿ%46-4
" ) ) &7
)
+
'
( ÿ &
(&" 2.ÿÿ%0
- ÿ2 ÿ .$ &
%+
GHÿ 542 'ÿ- ($ &(&'" 2 ÿ ÿ$'2.) %7/%)&ÿ"% '%)ÿ(&
YI>&&) &%("ÿ%ÿ- . 2 %( % '& (.$ 4ÿ., 5'2 %6)/ ÿ')- '
ÿ )
(
2."&/ (ÿ 48 ÿ& 5/:) (&>&&) &ÿ ) '30
' (ÿ""6.ÿ&'3)& ÿ 3ÿ- ÿ 542 '?'*"
5
4
'
+ )) (
GHÿ :' & +'4'3$(8 ÿ%/(ÿ..4ÿ'%+ÿ:' ( +(ÿ%'iYHg"". 6X) ()4 ÿ %ÿ&$ & ÿ 5%872&& (. )3". ÿ $ &%ÿ &
I h.
&
)
, +'4'3"ÿ)ÿ&-/ & ÿ') %$& ÿ7)- '5& ÿ'47'0 /( + 4V +" 2
) ()4 ÿ 7+ (8 ÿ./ +)ÿ8 , '/8 ÿ(&ÿ.6%)ÿ &%ÿ .) "4ÿ ÿ2
&
" 1/ . 7"
3"ÿ)ÿ%ÿ :' & +'4'(ÿ',ÿ%'ÿ () ((&'T ) & * ÿ+ ÿ) %+0
7+ ($ &g"". 6X) ()4 ÿ (" T$ &%6. $ÿ- . + 64/ &" /, + & (
h.
&)
ÿ
GHI12 %("ÿ) .ÿ&% + 4+)3".+:) " 7% $, ÿ- (.ÿ)ÿ. ,4ÿ)
YHÿ 2 ÿ- (, 3242 ') "ÿ:' ( ÿ'3ÿ+ ÿ) '&("ÿ + (/' ( : 3
H
&
. )
% & 7'
(&$ &ÿ'6. ) ((&$ &<ÿ_ 4., + & (ÿ5+2 8.ÿ"" "&V 'ÿ)ÿ&3.&
- ÿ%')ÿ ( $ÿ- ÿ%'%&2.( ) %+V & ÿ$ 4 / (8 %%ÿ &+ (2 ' ( /
,ÿ
&
,
"
(
) ÿ- ÿ 2g('0
+(&12 ÿ )&
.
Gjÿ 2 ÿ- (2) .&%'.&ÿÿ.-7'* 4(/: 4%A$ -"ÿ" T+ ÿ+ ÿ+ + .4
HI12 %("ÿ'5/ ÿ&5, %.-* 4W& $"& ÿ&/ ÿ% , ÿ%8 + .*" /: " ,"
+
.
%'.&V & 4 , 'V + ÿ.("&D)ÿ- ('F . ÿ& %( &$ &ÿ:' ( +% ) 4ÿ&
&5, %ÿ "( "&ÿ /"''54 '("ÿ& $' %+ .5ÿ%'. )3". ÿ- $/8
- - " ÿ ÿ
& . + )
% 8 (& ÿ7"4* 4+. ÿ- (2) .&ÿ- ÿ&5, %ÿ+ ÿ)ÿ7" ÿ/5/ "
$ 3. /8 ÿÿ "ÿ (7("ÿ'5/ %(&%'.&V /+ (8 ÿ+. ..$ 4
(
& &(
"
+
/ 542 '
&&) &0
kmnÿ Mÿ \L pÿ LHb
ll KLLo] ÿO aq rO
GI;+&%)- ' %ÿ&3.& ÿ746V) ÿ 7+ ($ &ÿ'+ 3.ÿ'% "&% 3& + <
Hÿ 4%ÿ(&6.&2 ' ( /8 ÿ ÿ $3"ÿ)ÿ%V " % ()ÿ- 'ÿ) ) &%
( "7
( V
2 ') "ÿ""6. ) (:%ÿ8"++ ÿ- .2 ' %.+ÿ) ÿ %ÿ'5/ ÿ, &%(
&% + 4 (ÿ ( $ÿ. () (..*(&' &3.%) 0 $3$(2) .&" , %ÿ
/ - '
ÿ
s
)
.:' ( +" ) (- 6ÿ+ ÿ &&(&/ (ÿ 48 ÿ%/ÿ (ÿ)4,& ÿ) " 2 ÿ 7
+)3". ÿ8 $ÿ) " /6- 'ÿ- ÿ""6.ÿ&$ & 0 ", 4 (/: 3ÿ2 %3"
)
4
>" & '
) 4ÿ&% "& ÿ (ÿ-'ÿ"( %(ÿ '5ÿ- ÿ2 ÿ'%'&" 5'..*A ÿ) 4+ &
+78 ÿ- '/6. (. 2 '. ÿ . )&(&" 2)ÿ&5ÿ/ &( + ÿ., 32. ,
- / & )32
% + "
6. ÿ- ÿ 2&>&&) &ÿ ) '3ÿ.& %ÿ '& +Dÿ 2 ÿ- (% "&$ &ÿ""
( (&12 4ÿ 542 '?'*" E, + &1*& 3& (0 %("ÿ- 'ÿ%'/ (
12
5 "
6. ) ($ &ÿ) %+ÿ')- ' %ÿ) 4.*6. ÿ""2." 746%3"ÿ&'3)&
( $ÿ%', + & ()ÿ(&6.&, 327+ ÿ ( / (ÿ' ,ÿ ÿ 78 ÿ& 5/
:) %4ÿ+ ÿ 7'% 4.ÿ) ''3)"ÿ) (&12 4ÿ 542 '?'*"
'3ÿ"&" /3"ÿ&$(+7 $ÿ& 54'3ÿ- ÿ 2&>&&) &ÿ ) '30
ÿ
:
91
6
6
1
9 6 616 911
61
2 1!
3
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
!"ÿ 'ÿ*+), ÿ /* ,1 /* ,4&ÿ*ÿ,/1 /* , ÿ '* './9 /) 0 , '
" %&&) + '-. ÿ0 ÿ21 3ÿ 50 '6 ÿ, 21 3-78 2ÿ ',ÿ* 30
#
, *
9 2
2 +3ÿ',78,,18851 / ', ÿ5+7;
0,3*9 / 3ÿ: + ' ÿ,48 -6 ÿ
)+ ' &
,
!"ÿ 1 ÿ9 2-0 '&'41ÿ ÿ2/18* 356 8ÿÿ3/1*8ÿ&, ÿ0) +),
"#<1 33 * +ÿ*ÿ', '' 3 /, '82 +ÿ2+ &2 ,ÿ/.,6 3-* ÿ*+ '"
*
'
+
- 'ÿ0 ÿ 50 '&'41=& 8''= /, ) 2& ,*9 /ÿ ÿ , '5& * 5 2 ÿ3/
&&& -4&ÿ*ÿ', 'ÿ )+&,ÿ ÿ0 * /> ÿ',3' 8 08 ÿ0 0 4* 32 ,3
. 8 *
*- .
*ÿ, * 3/)ÿ3/1*836 3-* ÿ&&) +), ÿ/4ÿ 1,1* 8, ÿ 3*ÿ0
//) 0'2 '2 ,ÿ/.,ÿ&, ÿ0- 'ÿ*+ '-.* <1 +?/@- -, &, =ÿ/*9 / 3
&&'&ÿ* ÿ&ÿ&ÿ, 0) + '-8& ÿ& * 5 D-EC> /> '-E*ÿ',78,
, 0
0 08, '86,7&;
* ?- 08& +ÿ 5
.
!Fÿ ÿ*ÿ3ÿ./ ' 0.* G* ')3ÿ ** = /*9 /4&J' >
21 33*ÿ &58 ÿ/& @/80 H /,8 ;
& )
3
0
!#%*0 ') 0& '1 * +ÿ30 ÿ./ ' 0) +), ÿ8ÿÿ3/3G* ')3*ÿ ** =
Fÿ ÿ*ÿ* ')ÿ, 1,2 8>8 *4&8 ÿ*+ '-@&&2 ,Iÿ 0& 'ÿ/A9 '3
0 * ,
,) 1ÿ'',,18888&8,*ÿ9 '2 ,ÿ0& ÿ-@- &8, ÿ&8K *0 '8)2 ,&
:, '&ÿ9 ÿ: + '0' ' ÿ. &ÿ3/* ÿ08 882 + -6 33ÿ ÿ*ÿ +- ÿ
)ÿ 8 @ '
0
D
- 0
L,, '<+* ' 0*ÿ,& +',3+)80*ÿ+) 0& '; * ÿ 3ÿ/@- ÿ9 ÿ3/78
+)ÿ +18 ÿ/- .2'9 ÿ,, ' ÿ. +* ')3ÿ 242'1* 8,',2 ,ÿ '
ÿ *
ÿ
* &ÿ
M
9
&), /- 3/ ' 0*ÿ* ',4,3> ÿ +& 1 &ÿ ÿ9 ÿ, 880ÿ,*,30 8>8
ÿ+&ÿ,)8 8 ÿ. 7ÿ9 ÿ 3& ,78ÿ1 , /' ',/)1, '6 ./ÿ, -0 ÿ
1* 9
+
*
'
N;; &ÿ +',4,3> ÿ&PO9 ÿ +& 1 &ÿ ÿ,',30 ,P;
,>ÿ '78ÿ9 ÿ 3& ,35ÿ *78ÿ1 , /' 6 ÿ9 ÿ, - /Q
O9 +
+
*
9
!"ÿ 'ÿ&9 /-.* ',R* S8 ',, ÿ/4ÿ9 ÿ 4, ' = &' 'G* 3 4,ÿ &' T, *- ÿ =
ÿ ÿ 9=
U*, 0%8*- /'*3N;; '
@4, ' 3 /,ÿ 3ÿ 3S8 /.* - 19& -*ÿ 8+ 10 ÿ +ÿ,>ÿ =
G+ ÿ
& 4& *
ÿ- ,' 8>*ÿ3?&,
4,&ÿ)2 8>6 ÿ9/ 1 /8 ; &04*,& * '6 3ÿ/)8 3.
8
- ,V
) *
=
;
8 +4, ' >G&+ 'ÿ &'S8ÿ &3 'ÿ0 ÿ '
41, 08 ÿ + = + 'G+3S8 & -<1 +ÿ&ÿ 5* +ÿ9 /ÿ3/- 'ÿ) 2/ ÿ8ÿ 1,A 578 '8
#
,
1 /83'ÿ )+&,*ÿ /@ÿ,8,5*ÿ* - ÿ0 ÿ,@) 3
&' ÿ . 8''ÿ/8 *,- + /ÿ. * 3& -3/8,;
, * & 8 41
@ >
XZ[ÿ ^` ^ cÿ ^` d] ] fa
YY \] _aÿb \] _aÿ e ^g
5 8
0
R, + =8 ,3ÿ0 ÿ -) + &&&,,1 )&+ÿ, 3' ,& -& 1 ÿÿ933 & ,9 @ÿ*
&' ÿ' 3= -4, 8&ÿ 'ÿ/ÿ3 , 8+ 30 8@ÿ0 ÿ1 38'8ÿ1 ) ÿ&,3 4,
9 .0 &
& -' 0 +2,ÿ ÿ Jÿ2,) 3* /18& 58ÿ/'), h
- 8* &ÿ +3' 4&,3 /ÿ2'4,ÿ/ )ÿ 1*, '8 / *
@ 3
0
9 .0 &
!#<1 34&ÿ*ÿ3ÿ/-3+3ÿ ÿ9/ÿ&' 3- 'ÿ&9 /-8ÿ9 ÿ, + =8 ,3ÿ0
"ÿ 1 ÿ 50 '2 ,*ÿ8)* ,' '8 1 /8 ÿ&&> ',, ÿ ',9 &' ÿ' 3= * - ,
4, 8&ÿ,, /9) 0,' 0 +-0 ÿ* ',G+8&ÿ &'ÿ ) /3. 4ÿ9 ÿ 8) + + T, *- ÿ = &' ' =
/
/
0 R, 9
ÿ 9ÿ
U*80& -k',3ÿ @4, ' 3 /,ÿ /,8>ÿ/*9 /2 ,6 3-- 'ÿ 00 ÿ21 33*9 /'&
*ÿ- ,' 0 = J' = ÿ',ÿ3?&, ÿ&&488>1 /* ,ÿ',ÿ9 0
3 4& 0 *
8 /@0 ÿ, + ÿ 0 > 4, 'ÿ/./',1 /* ,*ÿ, + ÿ,, /9ÿ0 ÿ9 0* +ÿ '
41* 8>9 &' 4& & , 0= ÿ ÿ9 ÿ21 3ÿ. &' /3&) = -', ÿ0578
9
**
9 9
&
9
1 / 380ÿ 1 ÿ 5ÿ* @/2 ,&2 ,Iÿ, + ÿ/.0 3ÿ&&'ÿ/@- ÿÿ, ,8
,483* ; 34&= 7,,= 3ÿÿ3/39 &' *ÿ',3- 'ÿ 1* 8,&6 0 .
<1
9
ÿ
9 8
*
'
-/)+ÿ ÿ9 '2 ,ÿ3 ) ÿ3&/- ) -83 /0 ,1, 2 = /@- -'&ÿ9 ÿ1 ÿ
8 ' ' '&ÿ3/N2 9&ÿÿ, 2 , ÿ 2& ) ÿ/484Qÿ * 8, ÿ9 '',& 18
, 5*
0
1
3
3 6 ', ÿ5',, '51* 88>',6 0 .= 0 ÿ9 ÿ&&8ÿ*ÿ,3 &, ÿ 'ÿÿ9/
2 48 -6 ÿ9 ÿ08 ÿ/@-0 ÿ9 ÿ, ,8ÿ -',- 'ÿ 0 '6 ÿ9 /-78 &'8
'
'
'&
3
9 1 /5ÿ* ÿ 3ÿ8)* ,',3 , 8)9 &'ÿ&&'&ÿ* ÿ/ÿ*+)8>.* ',- @) ;
&'; 242'-3+3ÿ9 ÿ1 ). ÿ, + - 'ÿ9 '5 2&,) + ' ÿ 4ÿ9 ÿ,8,
M
8 9
,0/
!"ÿ 1 ÿ 3ÿ*ÿ 8 ÿ +,*ÿ& ) /'ÿ&&8'ÿ &'S8*ÿ0 ÿ',ÿ -) +
" <1 342'0 '7/,. 3ÿ/8 ) 2&,- 'ÿ *R, + ' /& 5*9 /4, 8&
#
'& 0
0
9ÿ
/3&) ÿ/9 &'ÿ 0 > 4, '& 1 = 0 ÿ 50 '3*,1 /* &ÿ, + ÿ./ ' 08
,, /9*ÿ, + 4& & , 0ÿ1 3ÿ -4&ÿ*ÿ'/ÿ,3 0 + &' 8 *4&8 ÿ
9
&
9 90 * 0
8*G+2 ;
!"ÿ 1 ÿ* - )8>9 &'?,&, ÿ2 03 6, '/3&) ÿ 3ÿ6&0) 0 , '.*
"#<1 3) 0 2 ' ÿ, + /+'-9 4& ÿ2 l)ÿ,, /942'* '8ÿ* 30ÿ/4
"
0 9
1 /88& 'ÿ/8ÿ9 ÿ&,*ÿ 0 /=9 81 /0ÿ/> &-& ; ) ÿ* 30ÿ 3
&' 1 03*=0',) 3ÿ. *3ÿ ,/ &, '*ÿ2 /80ÿ 9) 0 , '42'
)
ÿ
48 ' ÿ
L2
8)2 ,',NQ0 '/= 21 3= 0 ÿ2&80*ÿ9 ÿ,, /9ÿ6ÿ/) - /3ÿ8J= 0
0 +- ÿ9 ÿ&ÿ&2,ÿ /* ,ÿ -- /' ÿ. ,/3&) K Q1* , 2,= 33ÿ 1
&
* '
N
/ &
6 0 .3'ÿ9 ÿ&' 8& 'ÿ)ÿ./ ' 0& * ') 08, ' +5& -9 0 +>*ÿ&&
, ,8ÿ ',1 /81 0K Q8 *4&8 ÿ6 2ÿ* . 088 ÿ0 ÿ& -8 ÿ.- '
'*
) N0 *
- &'
0
N )2 8>& 53 &8>78 ÿ9/ÿ&' 3K-ÿÿ*0ÿ. * ')ÿ /1 /88& 'W ,' 0 K
8 +-0 ÿ0 ÿ9 / ÿ ' '8 1 /8 Qÿ Q&1 8'*ÿ 0& '. ÿ&' 1 0ÿ2 38 3
0
0 9 - , N
)
* )
*
& -NQ',78 -& + /) 3;
0 ÿ,ÿ9 ÿ ' /7&ÿ * ,3
9 1
!Fÿ 1 ÿ* - )8>9 &'?,&, ÿ2 03 6, '/3&) ÿ 3ÿ, 2,& 1*&ÿ*
"#<1 3) 0 2 ' ÿ, + /+'-9 4& ÿ2 l)ÿ,, /942'3) /ÿ1 /@+/4
0 9
.
A/ * 3
42
& ÿ- 1 0 , ',9)ÿ,87ÿ* /; * . . 2 9& 1*&ÿ 3ÿ,1* 8, ÿ1 0
08 , , - 0ÿ'83/@, 6 &-ÿ *ÿ ÿ ) ÿ1 /@+ '6 ÿ/@- -2 *
0
/W ,'
, 2 3;
XZmÿ ce
YY n"
91
6
6
1
9 6 616 911
61
31
43
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
! #%& (#&" *ÿÿÿ#,&ÿ ÿ*ÿ&)12 '3 &,41, ÿ)* ' / &&6" 73 + '
"ÿ ' ÿ) * ' +-,.,. /"0 ). #ÿ ) ÿ) / ÿ - 5 #" &ÿ -ÿ %ÿ,*ÿ 3
,* - ' 2
3 #
&
"
(
ÿ
) "
2& ,
1)) . 0& )( 0-ÿ&)0/ÿ),1ÿ/-)#9 , %) -ÿ #. %5(' ÿ -ÿ1*/)-)
ÿ' " #4 ÿ" ÿ . #6/ #8) &/2 ÿ) 0# '*6 ÿ" /,41, / ÿ7ÿ2
"
F&
:2/#'*<',)=# & (=#-.,'>.ÿ@ >Bÿ2 ÿ0" ) 'D'" ;ÿ ' #/ , ) ;ÿ / ÿ , .ÿ ") - ÿ -?:<== A+ )C #5 & ÿ ,'*E) )&ÿ &
3
' 8
.
" &
=#-.,'G) 0&,'?EF=GA+ ' ÿ' ÿ-)ÿ5 /& /ÿ) 0&,' ÿ#/1*
") - ÿ 4 /- ÿ@ Bÿ 3& ("2 #& 5, H)#4 /- *"ÿ I
"
"
&
>5 *%&ÿ*ÿ #H#2 &)& 35 #'&ÿ" -.ÿ6# - '" /ÿ #-)5 #" )"
5 ÿ (&76 ÿ,-3 -ÿ' ÿ&) -/ '& -, "%&, ÿ'(6 ÿ2 ÿ05 *ÿ6
"
. ' " "
. %5(' ÿ -ÿ2 *ÿ---*ÿ0ÿ *ÿ.0 )* %)0 )0ÿ ' - ' /("
" /,41, -))*&0)+ -%0-, /3 ÿ" ÿ*6/0 ., &, ÿ#
2
H
'
6 " &
) -#&' 'ÿ&0 ÿ) &3)*"ÿÿ)* '*& )
')-,%) -8/)#4 #/*ÿ6 5 #" ;ÿ4 I
>5 *,-' ) ÿ# #(6#73 ÿ2 03' -,.0 )-, J&-ÿ' /- *"ÿ2#J&5 ÿ ) 3 35, ,ÿ ÿ,** " /ÿ"ÿ /3 ÿ2# 5 #(& &(, ÿ#-, 5 #(
'
%& / "
'
3
. 3
& 8#,,4ÿ ,ÿ#83 *&*6#)5 # ' )6#73 I'/ -3. **ÿ2#J&-ÿ' /- *
3 )- ' I *5" ,)ÿÿ&)ÿL ), . ÿ ÿ,*ÿ ÿ%, ÿ&)+ , 5 #(& &(,
* K2
) " M, )
-3
.
& 3-, J&-ÿ3 )- ,4%&ÿ)5 # -) ÿ#83 3-&ÿ2 ÿ)8. *& 2 #ÿ ÿ2
' ÿ2# 5 #(& 8#,' ÿ (H ÿ)%, 35" ,) ÿ2 --)*#,)ÿ3 ))- -)
3
*
"
*%)-# ÿ)ÿ #2,ÿ ,),)NOI
& ÿ %**-6 -ÿ E03 / ÿI
)
" ' '
,
P") 8#& 5 ÿÿ2 ÿ 3 ÿ -4 #ÿ#-" )-&ÿ"/.+#' %,ÿ#2 8ÿ2 ÿ& & ,#")+ 5 *,-)Q,*:&) "("ÿ2 *ÿ2 -. / -ÿ& * -"ÿ&)-). 5 H/(
ÿ '
) - +
-ÿ2 #ÿ)* ' /'"%&,'?II & + 3 #*+ %&//. - 'ÿ2 -*ÿ,) *
"* &)5 #" &ÿ6# - ÿ)4ÿ %)ÿ 3)*ÿ ,ÿ &, + "" + 3 " +
, " ' &
) +" " 5 8
3& ' *ÿ2 ÿH/(-ÿ2 -ÿ-)ÿ)* ' / &&ÿ#5 #,-'ÿ ) -,#ÿ*3,
#1,4 + )& ,-ÿ . &+ 2 #5 #" &ÿ -+ ÿ)**) -, ',)*0 ) ÿ
- ," "
3 "
3 6
'
. %H' - '1, ÿ' ÿ62 ÿH 8B6" &%,"ÿ *ÿ.0 )&5,& (5 /(& 3%0" ,&, ÿ - & ("ÿ )& ")ÿ %ÿÿ ' #%0-, /3 ÿÿ# .ÿ", ÿ' ÿ *
" 2 #
'
8 .
. %5(1, ÿ/& 5,& /ÿ2/#'*5,& (*&0)I "ÿ2 ÿ&)"ÿ/#(ÿ2 ÿ&) -/
" /ÿ - &/5 / H). , ) ;ÿ# .ÿ---*ÿ #-)*7ÿ6.&,+ )5 #'&
2 ÿ .
3
8
!
-4 -ÿ) 0#%) -6#-)Q,;ÿ -4 #ÿÿ) )&/ÿ"ÿ2 ÿ& ÿ**. # 45 #'&
&)#9 , 'ÿ ÿ2 ÿ 3*:&) "(,4 ' #/ ' --)*%)&ÿ) 0, ÿ&) -/
) "
*
(
'
. ' ) --ÿ"/.ÿ)* ' / &&0 3 #-))5,& (*&0)I
" *'ÿ . / -5 #" &ÿ -ÿ' )ÿ2 *ÿ# .ÿ---*
" )
3
8
>*%,3 #E03 /)ROSÿ) 0#*-&ÿ*ÿ6)%*/)@"ÿ 3 A& 3@"ÿ ,#'
ÿÿ) ' )+ ,), ÿII #9 , ÿ2 -0 )"ÿ # ÿ7ÿ! #Q,*ÿ' ÿ! #:2/ ) A
ÿ '
)
- ,
3
,ÿ5 ÿ -3 -ÿÿ))836#-)Q,*:&) "(ÿ 5 ÿ"ÿÿ2 ÿ 3 ÿ -4 #ÿ& ' '& 5%)& &&,#*#) ÿ ÿ2 ÿ 3 ÿ -4 #I *' -,-)Q,*:&) "(. ' "
*
"
>5 '
,.0 )& (-# ÿÿ5 ÿ& +0 -/+. 'ÿ.) ' 2 -ÿ#3 *# - '-&ÿ /ÿ2
' /3 ÿ' ÿ %*,& 5' %)ÿ H,)ÿ" + #) * "*"ÿ)., , ÿ2 -, (-)
) '
* -, *
5 " %5
%&'& 3) . ÿ #-)& 5,ÿ2/#'
,ÿ0 ,' )6 ÿ2 ÿ5 ÿ . , ) I
"
* 3
TVTÿY []^_`bZ c
UU X Z \Y ÿ a]`
-* ) (
" )
D*ÿ" &,'*#,)ÿÿ" #& 5" /ÿ ) ÿÿÿ, ./ÿ))& --ÿ2 ÿ &0)ÿ'
)d . - ÿ)8. *,( 0ÿ5 ÿ'(12 ',,3# - #/8'ÿ -)6 -#*& 3
"
'
*#,)ÿ#83 3H ÿ2 ÿ5 I" &,'H *3>=Mÿ2 03 ;ÿ)0 ) ÿ ÿ#83
)8. *5" ,) ÿ(-)& 5ÿ . - J&) ÿ ** " /'-H ÿ*3- 5" ,)
d "
"
) #) .ÿ)8. *"ÿ0" " 0 ÿ" -"ÿ8#82.)+ , #6+ ' ÿ-)ÿ) ,)+
%)4 ' (*#,)ÿ#& -' %" *. '#/ )ÿ) ,/*ÿ# &-ÿ 3"2 #3 8. *
"
&. &
). 5ÿ #* /3 8. ** . ÿ*/21)4 -3" )ÿ' ÿ (+ ##%"). '#/&ÿ/#
L) -6 ÿ%&/ ),)ÿ0 2&ÿ4 - ,2ÿ#' *& 3- *ÿ ÿ) -ÿ" -"ÿ #&&%
" ÿ
,
" "
.
**) + -I ' 0)-&ÿ" ÿ", ÿ' ÿH&'. ' ) -H 6#ÿ"/.,4ÿ#' %,,4ÿ#
(-%*ÿ .ÿ * #ÿ2 -( 0' -(& 3" -,ÿ" *'ÿ)"). / - + & * -' +
) C
6
)'- - "
0 ,4/. - '3 -I6 " #& 50 )ÿ. - '*#,)+ )* #ÿ ÿL /,ÿ2 ÿ05 *ÿ
*' ÿ &, ÿ&&ÿÿ 0ÿ5 ÿ**/ &, ÿ)8. *ÿ ÿ0)- )5&'-)5 #" ),
" " M(
" "
H "
'
( 0ÿ5 e))ÿ ÿ2 ÿ %& ÿ -#& )E03 /)ÿ #H *ÿ#.,)ÿ'3 ,4* I
" #& 5ÿ 6#- -)f0 'M )6. ÿ ,), *6 ÿ)-5& - *" ÿ"' ÿ"
# "
'
' "
.
Tgÿ \i Zj i Y am
U h `i \[ÿ l`\
^ ` ka
, "
P&)* #ÿ" #& 5" /ÿ.0 )ÿ" -'ÿ2 -( 0.) -3"ÿ2 -( 02 8ÿÿ. ' )-ÿ*I
7ÿ0)( 0ÿ5 ÿ'(, /3 *. ') --&ÿ" ÿ#&) ÿ#-&ÿ" ÿ&)&/) *ÿ 0 )
'
n 0ÿ5 ÿ (H ÿ) 83,( 08ÿ-5 ) ÿ8#-)/)& 30 ) ÿ" -'ÿ -" " #& 5%&ÿ)#%") ÿÿ" ;)*) 5 3")ÿ2 ÿ' ÿ' ÿ*3. ') -1, 0
6
,
2
5 # *,'ÿ ÿ" #)ÿ2*&* ÿ & ** %) ' ÿ/)*& 5%&ÿ)#%") ÿÿ2 (8
)%,*" I . 0*+ ,ÿ/"%) ' ÿ" " ))*;ÿ5 ÿ (H ÿ) 83,-) ;)
<6
6
@ "#1) A6" ( 0ÿ #I6 " ÿ),8ÿ" #,-/.0 / #5 #(2 *H ) ÿ6,4 3H
H #" 3 ÿ#%ÿ" #1"7ÿÿ 0H / )( 0ÿ )/ -&ÿ " )-ÿ&ÿ) ', # ) ÿ(
M( )
' ) 5
''
& "2 #3 8/5 #" ÿ2 ÿ 5o-#+0 %,&.&%ÿ,ÿ0ÿ H6# ÿ& ÿ,)ÿÿ,)) ' -)ÿ))" )ÿ'-)>5 ÿ ")ÿ H - ÿ/, 8&" #1) ÿ %I 1*36 #,36 #'
* ÿ
" d 6' 6
. 0 -,*ÿ0ÿ--)8#ÿ&-ÿ 7ÿ0)-ÿ8 ,ÿ2 ÿ /1,4. %%" ÿ#"*
" '# + -&ÿ2 ÿ)(/ *+ )* #ÿ &"3-)6 / ' ÿ" ')##p
)H
) %&
"
""
3
&*
. 4
TgVE) )&/p '-0 )5") -3-, J&-ÿ -# /0 2&ÿ#3 %&7+ " (,2)
UUÿ ' #/ ÿ ;ÿ*ÿ#-.) ÿ2# 5 #(%&),ÿ . ÿ*-& ) #*ÿ 5 # -3
(F"
1"7+ #5 -') ÿ ) *,ÿ" #& 51, " -5 # *,'ÿ' ÿ" ;ÿ.0 )%,/& ,4
#*ÿ ÿ&) -3, &ÿ ( 0ÿ5 ÿ - 0ÿ)%,*" + 33 '-, /3 ÿ *) 3' +
"
3 '
2
&
'
6/)ÿ#. 5 . -#5)) -- ' + & *ÿ#%)& &&,ÿ" #& 5H ' /ÿ#3 8/5 #
&*+ ÿ" (&ÿ) #*'&, *ÿ %)+ ÿ -3 -ÿ ( 0ÿ5 ÿ0 3)"ÿ))" )
"
" ' "
'
' %)ÿ 5 ÿ2 03H ÿ0 %,) ÿ(-)5 #" ÿ#/4 /', ÿ2 -" *"ÿ&ÿ. ' )
& I ** " /ÿ)* H - 3H ÿ2 ÿ)* '"ÿ &ÿ -(-&ÿ1' ÿ#2 */) *3
>5
) ),
-),-/.0 / #5 #(& 3"2 ##/8'ÿ,2*
2 ÿ )/ -&ÿ " )-ÿ' ÿ-)ÿ))& -# -I
' ) 5
4
&
%" r
""
Tggÿ , J&-ÿ -*o)8. *ÿÿ" #& 50 )+ . )**ÿ ' - )ÿ. )*-+ #
UU K2# = #(o, q #,)p6 0ÿ5 ÿ**ÿ . *)+ ), *& . *ÿ ÿ
3
)
M(
3* /(ÿ" -'ÿ" &-, J&-ÿ)8. + ' 0)-&ÿ" ÿ#ÿ5 .6 &/ÿ)%,) ÿ
,5&*. ') -6 %ÿÿ2# 5 #(*#,)ÿ * #ÿ2 -( 0&)* ) ,. / 5 # - 3#
3
)
,( - "
3 ÿ"0 3 #-)*#,)*-# ÿ6 *I -",&,'%0-H ÿ#83 30 " ÿ) 0 *I
"* ÿ' )ÿ2 ÿ)8. ;ÿ %*"ÿ )ÿ 2 # - ÿ *ÿ)5" ,) ÿ5 '#9 )) 0 >0 r "
Tgsÿ 3"t,) ÿ 1'" 3' p 5 ÿ2 03' -6./&),) &ÿ/ÿ2 # 4"ÿ.0 )-)
UU >0 ,q 3 "F" /& ,4ÿ ** " /ÿ"ÿ ,--ÿ/4 /, * &, ÿ#, /3 ÿ2
>5
& , / 6) ' '
," . "
# 3
>5
& ,-ÿ ÿ&)ÿ" 8#+ #3 1'" 3%) ,ÿ" -, J&-ÿ" #)ÿ)4ÿ 5)P0 ,+
H/(- *8+ ')-ÿ ÿ" /& ÿ 3&6 %ÿ2# 5 #(* 0. *?II /ÿ *.
t, ) 2
.ÿ r " #
n 00 )ÿ 0 3 " 3ÿ %) + -Iÿ -" -)5,,& -",&,'6" -" )* 0. *
"K H + ' :/0 + "ÿ .B1, 0ÿL / - 02 # - ÿ %ÿ2 *ÿ" #)I
o"
91
6
6
1
9 6 616 911
61
31
23
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
!"$ &')+ÿ- '/'$ ÿ+ "(ÿ 2%4 ÿ'3"ÿ$&4+ÿ $ÿ+8 ÿ-$"ÿ9 1
#% ( ÿ,% .+0. +1 ($ "&%ÿ3+0+%$5 # ÿ, 7 ÿ$4 #ÿ 1 $ :
64 4
+
=+
+
8 ,#ÿ+ #% ;% 1 4$ÿ9 4ÿ$01 4ÿ 1 &$ "" (&-"8 ÿ#0. .- + ÿ$ - 4<
$+$2 -ÿ; ÿ1 $44"+ $4#'$< - (%' ÿ 4ÿ$;+ '$ ÿ; (#> $"
&;
4
$ "
?ABÿ ;$D . #$ (4ÿ ("4 ) $"+ÿ 3ÿ9 "C; 3ÿÿÿ+ #$+ÿ- ;'#+ÿ9
@@ C; 3ÿ( +4&$ "E Fÿ- ) 4ÿ#' 2"%ÿ ;$'%4 -1 ÿ#4 ; 3 ÿ, $
=+
+
" - + "
C; 7 #"%ÿ ;$$ . #$ÿ( ÿ%" -%ÿ$ #4(%'(#) #')> %' ÿ#,( " ( 32
;ÿ ÿ9 "C; 3ÿ( +44% 2; #' 3##;$$ "" ÿ$ %.( ÿ- 32+ÿ 1' %'<
+
1
G2 -ÿ; ÿÿ$$ ".%ÿ(H."#4I9 '$JC; 3ÿ 3% ;2"$8 . $% "&%'%3<
, + #% ;'431$ ÿ4% ÿD ' Fÿ +1 7ÿ ;$K'ÿ; 3ÿ9 ÿ% ) ÿ-+ " 3
ÿ
4
+
3
12
?A?ÿ ;$L#. 14ÿ ("1$ "ÿ(% ;"%ÿ; $ #ÿ+ ,4( 3ÿ' 3#"ÿ($'" )
@@ C; 3ÿ + - "E Fÿ#%$% ÿ; ÿ9 "% ; %41 (- ')24&' ÿ % ÿM4'
=+
%+
(
C; 3ÿ#. 17($,1 ÿ$)ÿ'. #7 ; ÿ4 1 ÿ4"$C; ÿ +$ÿ- $ÿ +$ÿ#
;$;+ - "ÿ"#% $N<< ( $Pÿ ;N- 9%ÿ9 ÿ ;!"#75 ( 4!"#7
'
O %
'
+
Q$4) 4ÿ#% 0#'')"$ < ; ÿ( ÿM$ 4+ 4ÿ1- ')"' R%"ÿ$ 8 %.
4% $P+ÿ. $" ( ÿ9 &$ÿ 4% .$"( '( 7( 3.( ÿ9# ; #2:2 + #4
4
C;
'
.
% .!" :#; 14ÿ 2( "'1- $C; 3ÿ&+''- $ÿ 41;$'K4&%ÿ+ÿ$- $
( ÿ ' $ÿ% :7 ÿ+ÿ 3. ÿ ;$$ Sÿ ( 4&- 'ÿ#0$ ÿ 2( "8 ÿ4.
1
&% (
<5
,#"$#$ "#%( (ÿ%- ÿ$)ÿ4"$8 1)+ ( ÿ 41"ÿÿ9 "ÿ+3) ÿ#"$
+ÿ9 ' ($"'&$ "03$N<< ÿ9 ÿ% : #- .&- 'ÿ %; ++1 3 $+ÿ9
ÿ
%
+
%
4 - .#1ÿ ÿÿ% P+ÿÿ( ÿ"$ÿ( -9 # $ ÿ ( $<, + #% ;.4 32ÿ " '
+ ( "% :" %) &$ÿ#'% 2+9 #- % "+' .&% ( #G2 -ÿ; ÿ';%4C1'"
+
(
T
ÿÿ
02
# ) 79 24 + 3ÿ+ÿ'- 3$Q+$ÿM#'$ÿ#!"( ÿ%%'ÿÿ 2"%ÿ$$ 34"$
' 4ÿ $ ÿ9 -.( "04 %' ÿ 07 $147 ÿ % .. "ÿ %K%ÿ9 "#4&8$ÿ9
( "
T
D
+
(
C1'' ÿ+ "+< $U- (G"#% $V-. 3$ÿ%$&+$',# " (+ ÿ+ "ÿ4
" " 1 (#359 ÿ &% ÿ $,1 ÿ '$' 49 0ÿ #ÿ +&%' ÿ(9 Kÿ - $
02
ÿ
(
(
( +
+
C1'' ÿ') <
" "# 4
02 (
?Wÿ [\^_ [`a ^_ ] c ef\h
@ YZ ] ÿ \ ÿ bÿdegf
YZ ] Z
$ +
"
V% 3)ÿ% ( 7 ( ÿ"$'41 (8 ÿ# :ÿ ÿ ( ) ÿ( ÿ ( ÿ ÿ$+ $+ÿ9 ÿ 4
&8' 7 &')ÿ .3 "# ÿ% ÿ$"' 2" &% % $% ." ." 8 ÿ( ÿ, $&+ "
() % + $
1 +
#) 3".+,# ) ÿ("$C; ÿ +$ÿ 3ÿ1- $"'ÿ ( " ( 32'2 -0ÿ 3ÿ$".2 $ -%$ ÿ,$' 4+ ÿ9 ÿ ;!"#< 2' 3. ÿ94, 1' %' ÿÿ+ F$, 30"$ ÿ+ #
(
i( (
- + ",
-2
3) 38'%'( ÿ0#K9 #ÿ+ ÿ :ÿ+ #% ;%%38$% .%$;$ %$ ÿ #$"%"
$ %ÿ 3 " 4$$2 $$2 -&%$2 -ÿ; ÿ0' 3ÿ( ÿ#ÿ#; #., ÿM#ÿ'
+)+
%
+
&$
. # )"$#0$ ;+ $4ÿ &$"') ÿ ÿ$ ;'ÿ ( E
-' ÿ9 ÿ$'Kÿ#1 4< ÿ9( 4" :$ ÿ &'.
(
!+
+ (
"
?Wj!K$ ; ":4% .1 ($"ÿ 4ÿ$4 + 4 #.8 ÿ9 ÿ$$+ $ÿ,9 ÿ; <
@@ÿ $ 4%$ÿ( ÿ+ "44&-"8 ÿ; ( +$ ÿ2"$. 03; #+ÿ $% ;
?WAÿ , '3-$ÿ #4 $ 4%$7 + "44ÿ( ÿ%, 4&-"8 ÿ#4($ ÿÿ9 ÿ;
@@ i,'%ÿ 34, ÿK$ ; ":4ÿ ($"7 .#,3 ÿ 4ÿ$;$$ ".'"$% ;
1# +
1
% $
(
% .&%$1$ #"%ÿ ;$'ÿ+ÿÿ; ( +ÿ#'0 3$ ÿÿ9 ÿ1'' ÿÿ( ÿ ( $<
( ÿ :ÿ3%ÿ9 "C; 3ÿ ( "%4 + 4 #+ÿ +0.'"$% " " '% 2&% ( #
4
( (
0 2(
?WWÿ ; ÿ 2( "- $'R; ÿ-1 %$"ÿ-1 %$1$ '+ÿ-#( 2,#- $'
@@ C; 4&%ÿ+ÿ4ÿ % ;; #9 4ÿ ; #9 4ÿ#." #1 #$ 1ÿ ÿ4ÿ
(
+
ÿ
+ (
1 (- 1'(K' ÿ$ 3 ( 2) &')+ÿ( ÿ'.ÿ( ÿ 2( "$ % 3ÿ$ ;$"ÿ-1 %$
+ S( " ÿ " #%ÿ $ ÿ% ( ÿ, 2:( 7 .&%ÿ+ÿ( 8$; + 3ÿ ; #9 4
+ 9 &+
%
%
+
3"$2+ÿ%, ÿ':"ÿ#''%$,( ÿ#( ,#ÿÿ9 ÿ; <
+"#ÿ##,3" $4+ÿ " "ÿ ."% 4$4'"$% ;
$1
(' (
4
(; ÿ
9
?WBÿ ; ÿ9 "+,##%ÿ ( 2) &')N<<; #48 "')ÿ+ $7 %'+) &$7 +4
@@ C; 4"%ÿ,$ÿ$ 3 $ ÿ% ( ÿ$)ÿ +"ÿ$" 7 :#1 4( ÿ% 4ÿ #$
&+
#1( P+ÿ"$'4&-"9 0ÿ$ $4#ÿ1 ( ')% .; # 4'( ÿÿ9 ÿ1 " ( ÿ $$
% ')ÿ#3 "# ÿ 4ÿ%$( 1 4%23$ 4( ÿ( ÿ$&'4+ 4'"$3 %' 4K9 #
+ $
'
( + +
"$C; ÿÿ4.ÿ 4ÿ$) +#4# "."ÿ9 4ÿ1 " ( 7 ( ÿ 4ÿ$,$ ÿ("$
9 ÿ ;'- $ 7 "8 ÿ$ R$"' $ ÿ "+ $3 %' 4ÿ .&-"8 ÿ $+ ÿ9 ÿ
4 &1 + + + %
#
C; ÿ +$ÿ3) 3 % 3)%. 7( 3.( ÿ%.1 - "#7 #ÿ+ÿ$&'$ ÿ("$
;!"#<3 %ÿ &8' ÿ'4ÿ1- ')1 #ÿ+ ($4ÿ $( "; # " .+ ÿ9 ÿ
G$ ) ( '
%
"
C; ÿ +$ÿ+"#ÿ; 4&-"9 0ÿ+ 4. #" (ÿ9 ( $ÿ( ÿÿ# $
;!"#< "$2% ; ÿ 4ÿ%$1 ( '$%' 7 % 1 7 .%;' <
k
+1 % T
?Bÿ opph
@ lmnÿ
3
%
C; 4+,# )qLrÿ$01 4&-"-'Tÿ9 ÿ qLrQ% % $ÿ ÿ( ÿ 2+ 3ÿ$+,#.8
; ÿ,$' ÿ 4#'$ÿ 4ÿ"'$"$rD ( ) #CLG .&%ÿ(28 ÿ,$$ ÿ2
(
. 03; #ÿ(+3.%ÿ(+) (T" (ÿ+ ÿ 4ÿ :ÿÿ3%ÿ$ 3#" (+ÿ %ÿ4#. "
$$+ $4$ #3 ÿ4% ÿ#% '%' < -&-"&%$%1$ #. 1%%' ÿ, "- $ÿ%%
$
+s
+ K9
K'ÿ$1 31$ ÿ( ÿ+ 'K'ÿ$- $ ÿ(% ÿ; ÿ1$ (;'#"ÿ( ÿ4#% " ("ÿ-1 %$
38 ÿ+3 ".% .9 Kÿÿ 38 ÿ4.+ ÿ(% ;4#$ ÿ# ÿ % 2- $ÿ1' ÿ ; #9 4
3 $
" 3
++
++
+ÿ"$K'$- $"$4#'$ÿ ; ÿ,$')qLrÿ$01 4&%ÿ+ÿ$3- $ÿ#.434ÿ
#+9 # 4ÿ4ÿ9 ÿ$01 < 4+,# ÿ 4#'$ÿ 2( "43ÿ47 ÿ'1+ $"
C;
(
7 +
+
"' ÿ%" 4% 2. "ÿ #% 2; #+ $ÿ( ÿ 4ÿ+ ""ÿ94'ÿ9 ';'% 2; 32ÿ
9# ; #' ÿ( ÿ%%, ÿ( ÿ-; 47 .&-"1 &&' +"'ÿ "$# # 1ÿ+' <
. $
+
%
ÿ ( ÿ 0 1 qLr
% ; ÿ 4ÿ+ÿ'3"ÿ1 3% 7 ( ÿÿ+ ÿ9 + $"ÿ :ÿ+ #qLrÿ; ÿ0'8$'ÿ
; 4&-"( "0+%$3 %ÿK4ÿ .'2 -1 + 4ÿ &%$2 -ÿ % ;%%3 3ÿ %
+ 3 % ,
+
% (
"#' #ÿ9 "#> ' 4%qLrÿ1 ( $ÿ+ ÿ 4ÿ#0. ÿ+ #3$ 4ÿ,# " ('ÿ9 ÿ ;
$#+2"%ÿ$ -# ÿÿ 3$ 47 -&-";+ '$2 -ÿ1 ( $' +&%' ÿ "$C;
"
$
' 2
' ( +(
t$'Kÿ "4, 3< %$ "3+ "+7 + "(ÿ31')ÿ( ÿ$ -' ÿ; 4ÿ&+ )+9 #7#&
0$ r+$ÿ'.ÿ #(%ÿ (#31 ($ "8+ :( 7 .41 #2% ; 7 ( ÿ"$4ÿ+
$ L 1 ÿ
%
" %
,
% ;+$ ÿ#0. #ÿ 2%4 ÿ4ÿ9 ÿ qLrQ% % $ÿ < ; ÿ9 ". ÿ+ÿ+ 3ÿ "ÿ94
; #0.;+ '$4&%ÿ3+- $"$rD ( ) #CLGC; 4"%ÿ+( "1 &;2K' "'
ÿ
9
) '$'$K'ÿ$#&+$ ÿ+ "$C; ÿ +$% .2 -&%ÿ$#&+$ ÿ+ "$
-. 3 ÿ 38 ÿ$ 0., &ÿ9 ÿ ;!"#ÿ( ÿ+ ÿ 28 ÿ$ 0., &ÿ9 ÿ
( 3
#
#
C; 3ÿ 03; #L#)%
;$=$$+ $ÿ + #&<
f
??ÿ `\ ÿ wx ÿ ] ^f ]
@ ud a vf \fuZ Z [f e
Q+ 'ÿ 01 ÿ ( ) &$ "C; 4"%ÿ,$ÿ 83ÿ 01 ÿ ( ) &$ "N ÿ$01 4
83=$'$Q% % $ (ÿ ; ÿ9 "+,#Q+ ' =$'$Q% % $ (ÿQ=QP4#'$
$
$
&-"#> $""'ÿ% % '"ÿ+ C; 3< 1 ÿ; 4&%ÿ(28 ÿ,$$ ÿ21 &&$1%
4ÿ$ - 4ÿ941 ; 832, &ÿ ;$ÿ 9% ; ÿ 2+ 3ÿ$+,#.8 ÿ+ #'3
'#
!+ $ + ' "+ +
$ "## $ÿ4 1 ÿ48 4( 4ÿ#% '%'( 7 . 1 " ( 3("-'( 7 #) 0#&$ "
($;' 4N- 9%ÿ- '$4+) (T" 4ÿ - %' %ÿ4' " 4ÿ ÿ+$( (
4
% $ 1$Pÿ( ÿÿ&' .1 44ÿ+ % '4- ')Q=Qÿ #; #(%ÿ+ "+ÿ$01 4+ÿ$'$
) ( '47 .'3 " ÿ%$7 &; ($ÿ4( ÿ , ÿ%$ "3 (#3 #'$ÿ#. 01
% (' $
1
+
1 4
3 $
" 3
41 #2ÿ+ ÿ 4ÿ :ÿÿ3%ÿ$ 3#" (+ÿ %ÿ4#. "ÿ 38 ÿ+31$ ÿ( ÿ+ 'K'
$ -'< -&-"&%$%1$ #. 1%%' ÿ,K9 "- $ÿ%%K'ÿ$1 3 ".% .9 Kÿÿ 3
"s
+
8 ÿ4.+ ÿ(% ;4#$ ÿ# #"ÿ( ÿ4#% " ("ÿ-1 %$+ÿ"$K'$- $"$4#'$
$- $ ÿ(% ÿ; ÿ1$ (;' ÿ % 2- $ÿ1' ÿ ; #9 4ÿ#+9 # 4ÿ4ÿ9 ÿ$01 <
++
++
91
6
6
1
9 6 616 911
61
31
33
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
"#"ÿ& '()*+ *-,%0% 1% &.% /ÿ4'ÿ & ÿ70.9"#"ÿ0-2 '(%ÿ,ÿ0/
% & ÿ 'ÿ,ÿ./*ÿ+ ÿ& / 30/ 5 ',78 ÿ '8.0ÿ 1+ *'/
2 % 6&
+
:
,
%
ÿ +
) 0ÿ8;'/'ÿ ÿ<8ÿ%* '% 1; *ÿ 8% 1& 8, 0ÿ+ ÿ 'ÿ, **ÿ<'.ÿ< .
': ÿ.2, 0* *. & 8. ÿ+ ÿ%%7 ÿ+ ÿ)& ': ;()*2 ((. ,*.ÿ *08
,
, ; 0
*;
2
*
&.% 1& /1ÿ ÿ(. ;2 ''ÿ<8>%*ÿ+ /* '(%ÿ0& 8 *0 ÿ8-; ;*%ÿ<
8 2ÿ,. 5+/ * ÿ%0: . & 81% %1. ÿ 13 ÿ0(. ;&, .0 ÿ< **0
- 2 =. 0
'8.0ÿ+12 /2ÿ8*% ' *; *ÿ3 )ÿ< ÿ078 + 0,ÿ< ÿ00, 0?ÿ % &
0-2 ', /ÿ,/ *,ÿ8+ (. %%% , **0& 8,(% 2 ÿ7*0; -/& 8'"#"ÿ& :
0
ÿ
% ;+ *% 1; *ÿ3 )ÿ< ÿ'8*0) 0?ÿ0.0ÿ8,< 8% & ÿ';, ÿ< *; -2 5 &
+ ÿ,ÿ+ ÿ%%% , **0) 0:< ÿ'8'; -2 : ÿ*0ÿ& ') 0 ÿ+*%ÿ0 .0ÿ '
ÿ
,
6&
,78 92 +.)%.+&,.'()*%' ÿ; 00*ÿ< 'ÿ0 )8(0 *5 & ÿ< *; ÿ,
70. ÿ, 7 8* ÿ870ÿ 'ÿ/,% < 8ÿ *008@ . +'ÿ '*%ÿ,+ *
+ 9 , /
,
0 6&
2 (&14. ÿ<'9 .0.04.ÿ08(,0 ÿ, *06& ÿ ,0% ;1 )(%ÿ08(,0 ÿ,
, /ÿ * *.ÿ); / ÿ /3 ÿ0 -;7 (ÿ< ÿ &B*8ÿ+ ÿ, ÿ 13 ÿ0 -;7 (
<
+ /
8
8
*06& /ÿ -/& 8C89%
< ÿ &0#00, 0ÿ , 8(5
DFÿ J KMIÿ PILÿ R T
E HI IL NOL ÿQOL PS U
,
C/%0*0 *001 + ÿ *ÿ0& 2: 0< 8.ÿ, 88' , ''*ÿ &B*8ÿ0.4'
0 'ÿ8%ÿ-8, 04. 8' 0 *ÿ *0ÿ 1 )ÿ0& + 0ÿ 6& ÿ ,08-0 :
<
4< +
2 ', 8' & ,*8@ 0*: 84< +2 (() .%.94. ÿ &0ÿ2) .91 )ÿ0& + 0ÿ
)*(0ÿ) & 8ÿ0 ) ''ÿ ÿ 0 ÿ, +2 * ÿ * 6& /:+ /;+ ÿ, 88' , ''.
,
+ < .
+
V0,).+W0 *8#,+ *0 9 9 ÿÿ%%' +ÿ7% 1X+ : .2. + *8ÿ82.0:
' /* ÿ +05 ÿ,ÿ+ % 0.< 8'(0 *,ÿ+ ÿ.;ÿ '8 %,1&% * '
,
ÿ
+
; (.
2
.* ; * +ÿ)/.9ÿ+ ÿ, ?ÿ+ , 89 ÿ*0'*ÿ+ % 0.ÿ+ ÿ7*0% ,0
+. %. : / + : ;; +*0 2 )% 0,< 8ÿ 0 9 9 ÿ % 1,ÿ< ÿ3 -5
(. , 3 1 %
,
+
W)*(0ÿ8'ÿÿ< ÿ,+ 8*+ ÿ7< ÿ &B*8?ÿ) 2 '5 & ÿ< );+ -8&0 ÿ+
', 8*)*.*02 80', 0,ÿ 06& ÿ ,0'' 2 0'ÿ '' , /ÿ00ÿ81,
'
*
6&
) 0',ÿ*0 **ÿ.>7ÿ)*(0'ÿ8 X*0 .*ÿ X+ ÿ+ +0 ÿ)2 %0:,2
'8ÿ8%*(&ÿ 8 ,72 ', 8: . ÿ< (ÿ ,(%.9) 4% *;& 8< ''ÿ 80
,&
*2
+
7
*0 *ÿ< 8ÿ+ 0 0'8ÿ%%ÿ%'ÿ8 0ÿÿÿ8 Xÿ + 0: < 80787%)0ÿ8
< (ÿ ' %0) + 2 '%1; *: .0&. '.%*. 1(% + 82 %9 ÿ ÿ *8',
,
8 2 + 2
ÿ ,0
2 +0 **%ÿ8ÿ,ÿ0.00 : 80 9 9 ÿÿ+ ÿ*0ÿ +& /* 0&% * 0ÿ *.ÿ8, *.0
, *+ÿ< *%0+ *; / 8;ÿ ÿ+ % 0.% 1,< 8(% .)%. ÿ82. '4. +,ÿ)';
- ,
+
- 2 <
,ÿ< ÿ& 5
7 0% &
*
DFEÿ [UNÿ JI
E YZMMÿ LI\I ]^_
6& ÿ ,02 ', 88-0 ÿ% ÿ0% ÿ*9%ÿ%*,ÿ< ÿ& ÿ` 0.+ 0ÿ,1 )' , /
&B*8ÿ)*(0ÿ0.4'2 +3 ÿ+. 0 8/ 8ÿ7*0% &0& 8 2 : ÿ, ÿ< );
+ &
0 '
*0 *2 ', 8ÿ *ÿ0& 2ÿ 0 ÿ0& + .9*ÿ< .2 ((0 *5 0 &1 )ÿ0& + 0
8%ÿ)*(0'4. 8' 0 *4< +8' , ;+ ÿ *08 , +'ÿ 0 ÿ, 88' , ''
<
, ÿ
a
*800 ÿ ÿ< ÿ'8'2 ((0 *ÿ+ ÿ,+ *.2) 0& 8, %ÿ78 * +ÿ& (: 8
%9 *;* *0) 0?ÿ, +'% ;; ÿ,ÿ /; ÿ0' + /+,(%. : % ÿ
,
+
. ,' ,
(%X* 9.ÿ, 88' , '5
80. ÿ 1 )ÿ0& + 0
++
b'ÿ< ÿ8-; ;6C=,&, *) 0'*ÿ0.4ÿ, 8% &ÿ<'7+ * + /1%/4'2 ', 8
0*0&, .0 ÿ ÿ ÿ8(&ÿ'8ÿ 8-0 1 )ÿ& c .ÿ 2. %. ÿ/ ÿ)*(0'
*
,
* ) , * ,
*ÿ8-; ÿ+6& ÿ ,08* 9% ;8-0 4. , **0.2 +0 .+ 0,ÿ%.91 )ÿ& : +
,&, .0% ÿ &B*8ÿ%. ÿ+ ÿ0.4ÿ * )ÿ< ÿ , -+0 2 ÿ70-+ ÿ, 8% &ÿ ;
+
<
+
/
%
404.ÿ.%/4ÿ)*(ÿ0.4ÿ8(&'
ÿ /;'/ 2 ', 8-0 &, *5
/ ,
degÿk ÿ n f
fh lml op
j
q+ 01 )-ÿ) (.0 ÿ, 8% &% ;(0% %%.ÿ &B*8ÿ + 0 *% ;1 )8ÿÿ< ÿ0.4
2 ÿ, ?0' 3 * ;1 )ÿ& ÿ+ ÿ *; *ÿ 6& ÿ ,0W, + 2ÿ+ ÿ, ?0.*08-0
*
+
+
&, 0'ÿ00%0' (0*.9 ÿ ÿ0 &.ÿ + r
82 ': 8ÿ8ÿ, ÿ<+ '* X0 ÿ (.;
<
, +
s] R ÿ &V0.4ÿ /0% + ÿ, 8% &%ÿ, +%ÿ ÿ% 5 400:7 , 8% &.
t]ur ÿ -0 4.ÿ`(.01 )ÿ& ÿ'' , ÿ'402 +ÿ -8.1 )ÿ& ÿ
6&
/
v, ÿÿ
'
2 (&0ÿ8&00 *ÿ0 .' 0:*(%ÿ0 )8ÿ8%0ÿ2).1% ;2 + .0%.+ÿ ;
, /`,ÿ8'+'+ 4ÿ ) 'ÿÿ 18@ . 90 *8'8* ÿ+ ÿ, '; 8* 5
' .
0
+
, 6+
8(0 0ÿ< *.1 )ÿ& ÿÿ0 0 *;18w20 ÿ 8*0'(09 .0.0-,%.+,ÿ, ?0
0 (3 8*%ÿÿ, 8% &.8& %0 /ÿ00 *;7 ÿ< ÿ% ÿ); / ÿ./* ÿ81 )7
'
,
+
,
%*(&0 ÿ ÿ +& /*ÿ< ÿ &V0.4ÿ82 ':0.4ÿ71 )ÿ& ÿ /*Xÿ+ 0ÿ
*0 *;* (% .)%0*06& ÿ -0 &, 0'ÿ -0 ,ÿ, 8% &4.ÿ%0/ 9 8*
,
8
/ , ,
2 (&00ÿ0 8ÿ 8ÿ3 )ÿ &V0.45
, /*5 %+(,0% , *6& ÿ -0
x
[UU_zMPyI r 02 80 *'%) ÿ7 , 8% &4.ÿ087 20 ÿÿ &B*8ÿ + 0 *ÿ,
yS ÿ U_ÿ ÿ)8+ÿ**',ÿ )ÿ& ÿ /3 ÿ0/ *;.6& ÿ ,0W, + 2:
{<
1
/ 0 +
'
1 )2 +X0 ÿ+00, ÿ<+ '7, *00
, ÿ% ÿ0 &% ÿ1ÿ+*.9 ÿ (ÿ< 85
8
| MI Uÿ ~S __ÿÿ, ÿ%0%2.2 /. + ÿ' 0ÿ, ÿ% ÿ0 ) 'ÿ+0& ;*;8-0
} P]I\I I Ur7 )< -ÿÿ8.%ÿ(.9. ) : )2 +8@ 0*% ÿ` 0 . ÿ0.45
=1
* * ' 1
0
C/%08' 0 *1 )ÿ /4ÿ00, 0'3 ÿ0 X+ ÿ` 0 . ;8-0 , /ÿ 0 ÿ, ÿ8/ÿ0 ;
0 'ÿ0& 2ÿ, 87 / ; -/& 8ÿ1'0 .90& ;* ÿ0.4ÿ+14< +1 )*)1+ 0
0,
0
.ÿÿ ÿ.;1 )8ÿ3 '+ ÿ<'''0 ÿ ÿ 18w2ÿ, 88@ 0*ÿ,+ ÿ 8 85
*=407 ÿ, ?0% ) .9*.ÿ1*(: (%ÿ00 *1 )ÿ0 ) ''9 .97 4%;
57 +
40
,
\II _ ÿ Ur7 , 88/%0; *ÿÿ0ÿ 8*07*8:< ÿ& ÿ /+ *% & %ÿ+*0
Ky IHyIÿÿ )ÿ00 'ÿ%0.'*7 ÿ< ÿ )0ÿ 0% &4.ÿ,ÿ& 0 8, ÿ< ÿ
=1
' , ) *
/
/
0 7*'
6+
*
6& ÿ ,0) *ÿ< *; *: -+...ÿ& 8-;3 ÿ &V0.45 ;8(0 0ÿ< *.2 +*X
&B*8ÿ+.*%ÿ%0ÿ 0 ÿÿÿ % &,0 ÿ16& ÿ -0 ÿ ÿ0 (3 8*%ÿÿ% ÿ%0
) ÿ ÿ>, 8ÿ 81 )ÿ& ÿ ÿ& 0 8, ÿ/'/20 ÿ*87, *5
&* < )'7 ÿ, 8% &* % & %ÿ+%/00 *;',08+'
,
,
,
ÿ
91
6
6
1
9 6 616 911
61
3 1!
3
02 14 4
133 3
56 ÿ
ÿ ÿÿ 6
689ÿ 56 ÿ 6
!"" %' )ÿ ./ 1ÿÿ ÿ6 2ÿ8 4ÿ-: 29ÿ 371 := ; 35;2> -ÿ0 0 746 .9 5
#$&( * ÿ0 245 1 67599/ 393 4< . ÿ; ÿ0 449 5 ÿ 5; ? : @ÿ9<=A
,- 3 0
; 12
7?
0
3 0
3
B7 -ÿ6 ÿ1ÿ9 ;.C=9 ÿ; ÿ0 ÿ19E 95 ; ÿ.F0 2ÿGÿ ÿ.D: ÿ: 30 1
< 0 .1 68 4? 9 ÿ99 5:1 :7 -8 Dÿ- 43 40ÿ -:295 60 391 :5 ; 2
ÿ
0
0
97 8
3<. 5 ;ÿ219- 959I90-3;J9 5.5ÿ0 ;= 5ÿ3 =2ÿ 5ÿ8 ÿ 6I93F
;0H13 > 9 4ÿ4ÿ8 ÿ 4 25 ÿ ;9ÿ = HH- 319:. 5 F3 59K6 ÿ D9
06
51 ÿ 3ÿ 78 2ÿ9ÿ0 .1 60 ÿ8 ÿ5.> ; ÿÿ1 ÿ96- ÿ .Dÿ8 ÿ 6I93F
9 HA 4H1ÿ96/ 57 -ÿ6 ÿ;59409ÿ :3= ;8 2ÿ43 0959K6 ÿ D9
L8
1 5
H6
60 940ÿ 9 571; 9 ÿ .=13 ÿÿ-ÿ0334ÿÿ0 ÿ52 31 .9F3 ÿ8 ÿ-= H9
.= 4ÿ.3 ;3 ÿÿ9 :< ÿ2.730 .6 2 9A< -43ÿ 4/9 ÿ 5 590 50 >
: <
0 5;
= B7 2:
8
69 4ÿ- H31 ÿ6 9 2
2194 ? 5 ;1 6 1A
ÿ
M9.ÿN3 :5ÿ9 ÿ 1ÿ0 ÿ0 ÿ6F3 ÿ95
@99=5 ÿ 49F8 57 -= H9- ÿ 5 ; NO
90
8
P 4ÿ : 5:ÿ T1= ÿRU
15Q6 19 * .8U R
RSÿ
K6 ÿ 09
6Y5.
V&$ W X
)'"
3
,Y
3 :,Y
Z1
H1 ,Y
=
5,Y
D
F1= ,Y
58
Y113; M9
<.ÿ :ÿ ?
1
[1 4
H9
\- 39 4
4; 4
] =5 ;
:- 13
0
MM^J
K6 ÿ D9
6I9 3F
K6 ÿ 09I9 3Fÿ 3 29
6Y5.ÿ D9 [-:93 4
;
V" &
)_(
`- ;B5.1 9[-:939
H1 ÿ 9<= ÿ 3 2 4
;
;
I9 0 .9
4 -= 4
a3 0
:9 4
K6 2ÿ 4/ ÿF1:4
69^9 3;K .
b ;4
05
K= 9 4?35
= 43 27
3
P = 213;
0 13 5
c0
K= 9 4 .9
= 4034
V" "'
W de
f= :9
0
YF3
<
5
YF3ÿ 1/0 ;
45 F41 :ÿ :19 A
1
D ÿ
J0 738ÿ U Rÿ 69B=ÿ 2384.4 .9 L . ÿ:9 53.ÿ
.3= 54ÿ ;394j
< B <
Z.<9
034
2
K6 ÿ 09J0 ; =
6Y5.ÿ ; 9 5
o(_d p q
&
)
31
3
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?