Ring Appstore Schedule

The terms of this Schedule apply if you use any Ring Materials (defined below) and are incorporated into the terms of the Amazon Developer Services Agreement, available at https://developer.amazon.com/support/legal/da. The Amazon Party for the purpose of this Schedule is Ring LLC ("Ring").

1. The Ring Appstore. The Ring Appstore provides a marketplace where end users can discover and access Ring Appstore Apps (as defined below) that enhance their Ring experience. The Ring Appstore Program enables you to create Apps that integrate with the services, features, products, and applications provided by Ring (the "Ring Services"). Through the Ring Appstore, end users can consent to share certain device data with your Apps (each, a "Ring Appstore App"), and you may offer Apps intended to be accessed or used within your Ring Appstore App (collectively, the "Ring Enabled Offering") via a recurring subscription or one time-fee basis. For purposes of the Agreement, Ring Appstore Apps and Ring Enabled Offerings are "Apps." Any Program Materials we make available to enable access to the Ring Service through Ring Enabled Offerings or to facilitate the development of Ring Enabled Offerings are "Ring Materials." For clarity, a Ring Enabled Offering does not include any functionality, features, services, or offerings you provide that do not utilize the Ring Appstore Program, Ring Materials, or Ring Services.

2. Program Requirements. You must comply with the Ring Appstore Program Requirements, available at here, which are subject to change from time to time. (the "Ring Appstore Program Requirements"). We may place limits on the use of certain Ring Materials, including restricting their use in certain devices and applications. If your Ring Enabled Offerings exceed certain usage thresholds, your continued use of Ring Enabled Offerings may be subject to additional terms. Upon request, you will provide us with reasonable access to the systems, hardware, software, and records related to your Ring Enabled Offerings and your use of the Ring Materials to allow us to verify your compliance with this Agreement.

3. Excluded Terms. The Distribution Schedule, In-App Products Schedule, Developer-Hosted PC Game/Software Schedule and Small Business Accelerator Program Schedule shall not apply to Ring Enabled Offerings offered through the Ring Appstore Program.

4. Distribution.

   a. Certain Definitions. For purposes of the Agreement:

   i. "Distribution" under this Schedule shall include making the Ring Enabled Offering available to end users through the Ring Appstore Program.

   ii. "Subscription-Based Ring Enabled Offering" means a Ring Enabled Offering made available to end users on a subscription basis.

   iii. "Transaction Proceeds" means the gross sales proceeds received by us from any Transaction, including any subscriptions, one-time license fees, or device or usage fees.

   b. Appointment.

   i. You hereby appoint us as your agent for the marketing, sale, and distribution of the Ring Enabled Offerings to end users. You are the seller of record and solely responsible for your Ring Enabled Offerings and any related support you provide for end users. We are not responsible for any transaction between you and any end user, or for any disputes or fraud arising out of such transaction. At our sole discretion, we may assist in resolving any dispute between you and any end user.

   ii. You are responsible for all hosting, delivery, and related services necessary to deliver and enable your Ring Enabled Offerings, including fulfilling obligations for the entirety of any paid subscription term for any Subscription-Based Ring Enabled Offering. You agree that the Transaction Proceeds payable to you under the Agreement constitute full and complete compensation for all hosting, delivery, and other services you perform or provide in connection with the sale and fulfillment of Ring Enabled Offerings.

   iii. You will ensure that all Ring Enabled Offerings match the applicable product description and other Product Information, function as intended, and otherwise comply with the Agreement and the Ring Appstore Program Requirements.

   c. Ring Fee. For any sale of Ring Enabled Offerings which uses the Ring payment processing system (such transactions, the "Transactions" and such payment processing system, the "Ring Billing System"), we shall be entitled to receive a fee equal to ten percent (10%) of the list price (i.e., excluding taxes) paid by the end user (the "Ring Fee"). For illustrative purposes only, if a Ring Enabled Offering has a list price of $10, an applicable tax rate of 7%, the total charge to an end user would be $10.70, and we shall be entitled to a Ring Fee of $1.00.

   d. Taxes.

   i. You are responsible for the calculation, invoicing (if required), validation, and payment of all sales, use, excise, import, export, value-added, withholding, and other taxes, duties and fees assessed, incurred or required to be collected ("Taxes") or paid for any reason in connection with any Transaction and with your Ring Enabled Offerings, except to the extent that (A) we automatically calculate, collect, or remit Taxes on your behalf according to applicable marketplace facilitator Laws, or (B) we expressly agree to collect and remit Taxes on your behalf, either as a limited collection agent or as part of additional services. For Transactions where the end user is located in the United States, we agree to automatically calculate, collect, or remit applicable Taxes for Transactions in accordance with applicable marketplace facilitator Laws. If you are not a permanent U.S. resident or citizen or a business entity organized or incorporated in the United States, then you agree that you will perform all services contemplated under the Agreement outside the United States unless you have otherwise notified us that you are performing services inside the United States.

   ii. Where required by a governmental authority, we will report required details and transactions. You will provide any relevant party to the Transaction with any information reasonably requested to reduce or eliminate the amount of withholding or deduction for taxes or to satisfy information reporting or withholding tax obligations, in each case, with respect to any payments under the Agreement. All fees and payments payable by you to us under the Agreement are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes).

   iii. Notwithstanding anything to the contrary herein, nothing in the Agreement shall, or shall be interpreted or construed to, induce or require you or us to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any Laws that apply to you or us.

   e. Payment Terms.

   i. We will pay you Transaction Proceeds, less any amounts due to us (including the Ring Fee), Taxes and any other fees or charges related to your Ring Enabled Offerings approximately 30 business days after the applicable sale is made. All payments may be made via check, Electronic Funds Transfer ("EFT"), or other payment methods we designate in the Ring Appstore Program Requirements, in the currency in which the Ring Enabled Offerings were sold. If we pay you for a sale in a currency other than in the currency in which the sale was made, we will convert payments to you from the currency in which the sale was made to the payment currency at an exchange rate that we or our bank determine, which may include fees and charges for the conversion.

   ii. We are entitled to accrue and withhold payments, without interest, for a period of time designated in the Ring Appstore Program Requirements.

   iii. Depending on the country where you are located, we may require you to provide us with information for a valid bank account in your name for receiving EFT payments and, if you do not provide that information, we may withhold payments, without interest, until you do so and/or pay you via check and deduct a payment processing fee.

   iv. You may not maintain any action or proceeding against us with respect to any report or payment unless you commence that action or suit within 6 months after the date the report or payment was due.

   v. If we issue a refund or credit to the end user for a Transaction, incur dispute fees from a Transaction, receive a chargeback related to a Transaction, or incur any other penalty, fee or charge related to a Transaction, we may offset the amount of the Transaction Proceeds we previously paid you against future Transaction Proceeds or other amounts that would otherwise be payable to you under this Agreement, or require you to remit that amount to us. We may also withhold and offset any sums you owe to us against amounts that are payable to you.

   vi. If a third party asserts that you did not have all rights required to make available Ring Enabled Offering to us, if we determine that you may be in breach of the Agreement, or if we have other claims against you, we are entitled to hold all Transaction Proceeds pending resolution of such issue. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or if you are unable to demonstrate that you have all necessary rights to the Content you provide to us, then we may in our sole discretion permanently withhold Transaction Proceeds payable to you.

   vii. If after we have terminated your Ring Appstore Program account you open a new Ring Appstore Program account without our express permission, we will not owe you any Transaction Proceeds under the new Program account. When this Agreement terminates, we may withhold all Transaction Proceeds due for a period of three months from the date they would otherwise be payable, in order to ensure our ability to offset any end user refunds or other offsets to which we are entitled.

   f. Price Changes; Modifications. You will provide us with at least forty-five (45) days' advance notice prior to changing the price of your Ring Enabled Offering, adding or removing material functionality from your Ring Enabled Offering or taking any other action which would require notice to end users under applicable Law.

5. Submission of Ring Enabled Offering; Grant of License.

   a. Submission. You must submit your Ring Enabled Offering for our approval prior to being available in the Ring Appstore Program. Your Ring Enabled Offering must meet the requirements of the Agreement, and you will provide additional information or materials we reasonably request to confirm compliance with the Agreement. While your Ring Enabled Offering is available for distribution, you will submit any patch notes and other updates to the Product Information as soon as they are available. You will ensure that all of your Content complies with this Agreement and the Ring Appstore Program Requirements. You will not submit any Content that contains any software or other materials that are subject to licenses or restrictions (e.g., open source software licenses) that, when combined with additional software or other materials (collectively "additional items"), would require us to disclose, license, distribute or otherwise make all or any part of such additional items available to anyone.

   b. App Availability; Withdrawal. We may determine in our discretion whether to make any Ring Enabled Offering available through the Ring Appstore Program. You will notify us at least 90 days prior to discontinuing support for any Ring Enabled Offerings or removing your Ring Enabled Offering from the Ring Appstore Program. We may stop any transaction or take other actions (including delisting you from the Ring Appstore Program) as needed to restrict access to or availability of any Content that does not comply with the Agreement or that otherwise might adversely affect end users. Unless we indicate otherwise in writing, any withdrawal of a Ring Enabled Offering does not relieve you of responsibility to ensure the Ring Enabled Offering complies with the Agreement or to perform other obligations under the Agreement, including, but not limited to, fulfilling any paid subscription term. In the event you provide a withdrawal request which you've designated as necessary because of an unexpected loss of (or third party claim related to) the rights required under the Agreement, we will remove the Ring Enabled Offering from the Ring Appstore Program as soon as practicable. You will immediately notify us if you unexpectedly lose such rights or become aware of a third party claim related to these rights. You will be responsible for subscription charges refunded to end users to end users in the event a Subscription-Based Ring Enabled Offering has a subscription period exceeding the date on which (i) you remove your Ring Enabled Offering from the Ring Appstore Program, (ii) no longer support your Ring Enabled Offering, (iii) we have revoked your access to an end user's data or your access to the Ring Appstore Program Materials, (iv) the end user is no longer eligible to participate in the Ring Appstore Program, or (v) the termination of the Agreement.

   c. Grant of Rights. For each Ring Enabled Offering, you hereby grant us the nonexclusive, irrevocable (subject to Section 5.b and Section 8 of this Schedule), royalty-free, worldwide right to (i) sell, license or otherwise distribute your Ring Enabled Offering through the Ring Appstore Program to end users in the Territory by all means of electronic distribution available now or in the future, and (ii) use, evaluate and test your Content.

   d. Promotion. You hereby grant us the nonexclusive, irrevocable, royalty-free, worldwide rights to use, reproduce, distribute, reformat, modify, create excerpts from, promote, advertise, transmit, and publicly display and perform in any and all digital and other formats (i) the Product Information for promotional purposes in connection with the Ring Appstore Program (except that we will not use any trademarks you provide after the withdrawal of that Ring Enabled Offering as described in Section 5.b of this Schedule or after the termination of the Agreement) and (ii) your Ring Enabled Offering and other Content in order to create limited promotional excerpts and in order to allow end users to experience your Ring Enabled Offerings for a limited time without downloading or installing them.

   e. Additional Rights. In addition, we may exercise any ancillary rights relating to your Content that are reasonably necessary to effectuate the intent of the grants of rights contained in the Agreement, such as the rights to encode and to publicly perform. We may also sublicense our rights in Product Information under this Agreement to third parties operating affiliated websites or mobile points of presence. Nothing in this Agreement restricts us from exercising any right available to us under applicable law or any separate license.

   f. EULA. You may provide an end user license agreement with any Ring Enabled Offering if it complies with the requirements of, and is not inconsistent with, the Agreement.

6. Support. You will provide reasonable technical and product support for your Content as requested by end users or us or as described in our Ring Appstore Program Requirements. You will provide front line support for end users and resolve basic support issues. You will respond to our support requests or support requests we identify as critical within twenty-four (24) hours. Your technical support will include levels of availability, response times and technical skills that are at least equivalent to those for the support you provide to end users of Similar Services. A "Similar Service" is any online service that makes any digital products or services similar to those sold, distributed, or promoted through the Program available to end users using a mode of sale or distribution similar to those used by the Program, including any mobile or Internet-based application marketing, sales, and distribution service.

7. Territory. Unless otherwise approved by us in writing, you may not distribute, sell, or market for sale Ring Enabled Offerings outside the territories identified in the Ring Appstore Program Requirements.

8. Termination. Following any termination of the Agreement, we may continue to auto-renew existing subscribers' purchases of Subscription-Based Ring Offerings for up to 90 days (the "Subscription Sell-Off Period"). You will continue to fulfill all purchases of Subscription-Based Ring Enabled Offerings made prior to the end of the Subscription Sell-Off Period. Sections 2 through 8 of this Schedule and any other provisions that, by their nature, are intended to survive, will survive any termination of the Agreement.