Ring Appstore Schedule
The terms of this Schedule apply if you submit any Ring-Enabled App or Ring In-App Product for sale, enablement, or promotion through the Ring Appstore or otherwise use any Ring Materials (each, defined below). The Amazon Party for the purpose of this Schedule is Ring LLC.
1. The Ring Appstore
The Ring Appstore (the "Ring Appstore") (a) allows you to access and integrate Ring services, features, functionality, and data ("Ring Services") in your Apps (each, a "Ring-Enabled App"), including by offering In-App Products that provide features and services to end users based on data from their Ring devices ("Ring In-App Products") and (b) allows end users to discover, access, and transact with Ring-Enabled Apps and Ring In-App Products. Any Program Materials we make available to enable access to Ring Services or to facilitate the development of Ring-Enabled Apps or Ring In-App Products are "Ring Materials."
2. Program Requirements
You must comply with the Ring Appstore Program Requirements, located at https://developer.amazon.com/docs/ring/program-requirements.html. We may place limits on the use of certain Ring Materials, including restricting their use in certain devices and applications. If your Ring-Enabled Apps or Ring In-App Products exceed certain usage thresholds, your continued access to and use of Ring Materials 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 Apps and Ring In-App Products and your use of the Ring Materials to allow us to verify your compliance with this Agreement.
3. Applicable Terms
This Schedule (not the Distribution Schedule or In-App Products Schedule) sets forth the terms governing the sale, enablement, and promotion of Ring-Enabled Apps and Ring In-App Products via the Ring Appstore.
4. Submission Requirements
You must submit all Ring In-App Products to us for approval. You may not sell, make available, or promote any Ring In-App Product prior to receiving our approval. You will ensure that all of your Content complies with this Agreement and the Ring Appstore Program Requirements. At the time you submit a Ring In-App Product for inclusion in the Ring Appstore you must identify if it makes Content available on a subscription basis (a "Subscription Ring In-App Product"). Your product descriptions must disclose how the Ring In-App Product is used and any restrictions on end users' use or access to the Ring In-App Product. Your product descriptions for Subscription Ring In-App Products must disclose the content and services included in the subscription.
5. Grants of Rights
5.a. Sale and Testing
You hereby grant us the nonexclusive, irrevocable (subject to Section 10 and Section 12 of this Schedule), royalty-free, worldwide right to (i) sell or license on your behalf and make available your Ring In-App Products to end users by all means available now or in the future, and (ii) use, evaluate and test your Content.
5.b. 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 Program (except that we will not use any trademarks you provide for the purpose of offering a Ring In-App Product for sale after the withdrawal of that Ring In-App Product as described in Section 10 of this Schedule or after the termination of the Agreement) and (ii) your Apps and other Content to create screenshots and other limited promotional excerpts.
5.c. 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. We may also sublicense our rights under Section 5.b of this Schedule to third parties operating websites or any other web page real estate, online or mobile points of presence, application, mobile interface, service, user interface, or other formats that allows for the discovery, download, access, use, or purchase of Ring In-App Products from or through us. Nothing in this Agreement restricts us from exercising any right available to us under applicable law or any separate license.
5.d. Geographic Filtering
Through our developer portal (the "Ring Developer Portal"), you may designate geographic regions where you do not want us to sell your Ring In-App Products. We will implement measures intended to identify an end user's geographic region and to not offer your Ring In-App Products for sale to end users from any geographic regions you designate. We may rely on our determination of an end user's geographic regions for all purposes under this Agreement.
6. Sale of Ring In-App Products
6.a. Appointment
You hereby appoint us as your agent for the marketing, sale, and license of Ring In-App Products to end users. Without limiting your support obligations, you also authorize us to resolve end user complaints and disputes regarding Ring In-App Products, including by providing refunds, credits, and adjustments. You are the seller of record and solely responsible for your Ring In-App Products and any related support you provide for end users.
6.b. Sale Price
You are responsible for setting the price at which Ring In-App Products are offered to end users ("Ring Product Price"). All Ring Product Prices must be set in U.S. Dollars or other currency as set forth in the Ring Appstore Program Requirements. You can change your Ring Product Price through the Ring Developer Portal or other methods described in the Ring Appstore Program Requirements. Changes to your Ring Product Price will take effect between thirty (30) and forty-five (45) days after you submit them to us.
6.c. Ring Fee
For each sale of a Ring In-App Product, you shall pay us the applicable Ring Fee identified in the Ring Appstore Program Requirements. Changes to the payment of Ring Fees will be effective thirty (30) days after we post them or otherwise notify you of them.
6.d. Payment Terms
We will pay you proceeds from transactions which use our billing system (the "Ring Billing System," such transactions, "Ring Transactions and such proceeds, "Ring Transaction Proceeds") less any amounts due to us (including the Ring Fee), taxes, and any other fees or charges related to your Ring In-App Products approximately 30 days after the applicable sale is made.
We may use a third-party payment solution provider to process and administer Ring Transactions and Ring Transaction Proceeds. In that case, you may be required to register with any such solution provider in order to participate in the Program and receive Ring Transaction Proceeds, and you and any Ring Transaction Proceeds will also be subject to the solution provider's terms and policies.
All payments may be made via check, Electronic Funds Transfer, or other methods we designate in the Program Policies, in the currency in which the Ring In-App Products were sold or other payment currency as set forth in the Program Policies. 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, our payment solution provider, or our bank determine, which may include fees and charges for the conversion.
We may require you to provide us or our payment solution provider with information for a valid bank account in your name for receiving 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.
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.
If we issue a refund or credit to the end user for a Ring Transaction, incur dispute fees from a Ring Transaction, receive a chargeback related to a Ring Transaction, or incur any other penalty, fee or charge related to a Ring Transaction, we may offset the amount of the Ring Transaction Proceeds we previously paid you against future Ring 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.
If a third party asserts that you did not have all rights required to sell, license, or make available any Ring In-App Product, if we determine that you may be in breach of this Agreement, or if we have other claims against you, we are entitled to hold all Ring 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, then we may in our sole discretion permanently withhold Ring Transaction Proceeds payable to you.
If after we have terminated your Program account you open a new Program account without our express permission, we will not owe you any Ring Transaction Proceeds under the new Program account.
When this Agreement terminates, we may withhold all Ring 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.
6.e. Taxes
As between us and you, you will be responsible for the calculation, collection, and remittance of any and all sales, use, excise, import, export, value added, withholding and other taxes, duties and fees assessed, incurred or required to be collected or paid ("Taxes") in connection with Ring Transactions or your Ring In-App Products, except to the extent that (i) we automatically calculate, collect, or remit Taxes on your behalf according to applicable marketplace facilitator laws or (ii) we expressly agree to calculate, collect, or remit Taxes on your behalf.
For Ring Transactions where the end user is located in the United States, we will automatically calculate, collect, and remit applicable Taxes 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.
Where required by a governmental authority, we will report required details and transactions. You will provide any relevant party to the Ring 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).
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.
7. Fulfillment
You are responsible for fulfilling all purchases or licenses of Ring In-App Products, including providing all hosting, delivery, and related services necessary to deliver and enable your Ring-Enabled Apps and Ring In-App Products. Upon an end user's purchase or license of a Ring In-App Product, you will promptly deliver (if applicable) and enable the Ring In-App Product for that end user. You must fulfill Subscription Ring In-App Products throughout the entire subscription period purchased by the applicable end user. You will ensure that all your Ring In-App Products match the applicable product description and other Product Information, function as intended, and otherwise comply with the Agreement and the applicable Program Policies. You agree the Ring Transaction Proceeds payable to you under this 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 In-App Products.
8. Modifications
You will provide us with at least forty-five (45) days' advance notice by contacting developer support through the Ring Developer Portal prior to making any material change to (a) your Ring In-App Products, including adding or removing material features or taking any action that would require notice to end users under applicable Law or (b) how your Ring-Enabled Apps use or interact with Ring Services. You will provide a detailed list of such material changes in your message to developer support. Material changes to the Ring In-App Products may require our approval prior to becoming available to end users.
9. 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 respond to our support requests or support requests we identify as critical within twenty-four (24) hours, and in all other cases within five (5) business days of request from an end user.
10. App Availability; Withdrawal
We may determine in our discretion whether to make any Ring In-App Product available through the Ring Appstore. We may stop any transaction, or take other actions as needed to restrict access to or availability of any Content that does not comply with this Agreement or that otherwise might adversely affect end users.
Any withdrawal of a Ring In-App Product does not relieve you of responsibility to ensure that Ring In-App Product complies with this Agreement or to perform other obligations under this Agreement, including, but not limited to, fulfilling any paid subscription term.
Subject to other terms of this Agreement, you may withdraw a Ring In-App Product from the Ring Appstore as of a specified date by giving us notice. We will use commercially reasonable efforts to stop selling or making available the Ring In-App Product within 10 business days after we receive such notice, and within 5 business days after such receipt in connection with a withdrawal request which you've designated as necessary because of a loss of (or third-party claim related to) the rights required under this Agreement. You will immediately notify us if you lose such rights or become aware of a third-party claim related to these rights.
11. Territory
Unless otherwise approved by us in writing, you may not distribute, sell, license, or market Ring In-App Products outside the territories identified in the Ring Appstore Program Requirements.
12. Termination
Following any termination of the Agreement, we may continue to auto-renew existing subscribers' purchases of Subscription Ring In-App Products for up to 90 days (the "Ring Subscription Sell-Off Period"). You will continue to fulfill all purchases of Subscription Ring In-App Products made prior to the end of the Ring Subscription Sell-Off Period.
13. Survival
Sections 2 through 7, 9, 10, and 12 of this Schedule and any other provisions that, by their nature, are intended to survive, will survive any termination of the Agreement.
