Last Updated: September 14, 2015

1. The Rock Shop

The Rock Shop is a publically available website marektplace provided by ("Spark", "we", "us" or "our"), where customers ("Customers") may purchase applications ("Apps") for use with Rock. Apps may be offered directly from Spark or from third party developers (the "Developer"). In order to distribute Apps on the Rock Shop, you must acquire and maintain a valid Developer account that allows Developers to manage, administer and distribute Apps on the Rock Shop (a "Developer Account").

2. Acceptance and Modification of this Agreement.

2.1 This Rock Shop Developer Distribution Agreement ("Agreement") forms a legally binding contract between you and Spark in relation to your use of the Rock Shop to distribute Apps. You acknowledge that Spark will, solely on your behalf, and not on Spark's behalf, display and make Apps available for download and purchase by users. In order to use the Rock Shop to distribute Apps, you must accept this Agreement and provide complete and accurate information in you Developer Account. You may not distribute Apps on the Rock Shop if you do not accept this Agreement.

2.2 If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement or use the Store on behalf of your employer or other entity.

2.3 You agree that Spark may revise and update this Agreement from time to time in our sole discretion. If Spark makes any modifications to this Agreement, we will send you notice by email and post a notification in your Developer Account. All changes are effective (a) immediately for those who become Developers after the notification posted and (b) for pre-existing Developers on the date specified in the notice, which will be at least thirty (30) days after the change posted. Your continued use of the Rock Shop following the posting of changes means that you accept and agree to the changes. It is your responsibility to check periodically for changes, as these changes are binding on you. If you do not agree with any changes, you must terminate your use of the Rock Shop, which will be your sole and exclusive remedy.

3. Pricing and Payments

3.1 This Agreement covers both Apps you choose to distribute for free and Apps for which you charge a fee. In order to charge a fee for your Apps, you must be pre-approved in writing by Spark. You may request through the Developer Account such preapproval by emailing us at info@sparkdevnetwork.org.

3.2 Apps are displayed to Customers on your behalf, at prices you establish in your sole discretion (the "Sales Prices"). Spark may include applicable taxes in addition to the Sales Prices charged to Customers on the Rock Shop. Spark, either directly or through its authorized payment processors, will charge Customers for purchases of your Apps. You will be responsible for paying Spark a transaction fee ("Transaction Fee") equal to 30% of the Sales Price for each sale of your App. The Transaction Fee will be owed regardless of whether the Customer actually pays the full Sales Price (whether due to Customer fraud, inability to pay or any refund/credit issued by Spark or you). Where either Spark or the Payment Processor are required by applicable (local) legislation to withhold any taxes ("Withholding Taxes") on payments made or received by anyone of them, Spark will also deduct an amount equal to such Withholding Taxes from the collected funds. For the avoidance of doubt, Withholding Taxes include, but are not limited to, withholding tax obligations on cross-border payments or imposed by telecommunications taxes. The remainder (collected funds less Transaction Fee and less the amount equal to any Withholding Taxes), will be remitted to you within thirty (30) days following the close of each calendar quarter (the "Quarterly Payment"). With each Quarterly Payment, Spark will provide you a report (the "Report") setting forth in reasonable detail the number of sales of your Apps, the total dollars collected from those sales, calculation of the Transaction Fee, Withholding Taxes and the Quarterly Payment.

3.3 You may also choose to distribute Apps for free. If the App is free, you will not be charged a Transaction Fee. You may not start charging a user for an App that was initially free unless the charge correlates with an alternative version of the App.

3.4 Customers are instructed to contact the Developer concerning any defects or performance issues in Apps downloaded and installed from the Rock Shop. You will be solely responsible for, and Spark will have no responsibility to undertake or handle support and maintenance of your Apps and any complaints about your Apps. You must supply and maintain valid and accurate contact information that will be displayed in your Apps support url on the Rock Shop and made available to users for customer support and legal purposes. For paid Apps, you must respond to customer support inquiries within three (3) business days, and within 24 hours to any support or App concerns stated to be urgent by Spark. Failure to provide adequate information or support for your Apps may result in low App ratings, less prominent product exposure, low sales, billing disputes, or removal from the Rock Shop.

3.5 You authorize Spark to give the Customer a full refund of the price of an App on your behalf if the Customer requests the refund at any time within 48 hours after purchase or, if you have not timely responded to a Customer's refund or customer service request, and Spark believes in good faith and in its sole discretion that a refund is warranted. You further authorize refunds to be processed as provided for in Spark's or its payment processors' standard policies (which you acknowledge are available to you upon request). If a refund or credit is issued, this will not impact the Transaction Fee owed to Spark. Transaction Fees will be owed to Spark for all App purchases, even purchases which result in a refund or credit being given in accordance with this Agreement.

3.6 Customers are allowed unlimited reinstalls of each App distributed via the Rock Shop, provided however that if you remove an App pursuant to clauses (i), (ii), (iii) or (iv) of Section 7.1, such app shall be removed from all portions of the Rock Shop and Customers shall no longer have a right or ability to reinstall the affected App.

Use of the Store by You.

4.1 Except for the license rights granted by you in Section 5 below, Spark obtains no right, title or interest from you (or your licensors) under this Agreement in or to any Apps, including any intellectual property rights which subsist in those Apps.

4.2 You agree to use the Rock Shop only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

4.3 You agree that if you use the Rock Shop to distribute Apps, you will protect the privacy and legal rights of users. If the users provide you with, or your App accesses or uses, user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your App, and you must provide legally adequate privacy notice and protection for those users. Further, your App may only use that information for the limited purposes for which the user has given you permission to do so. If your App stores personal or sensitive information provided by users, it must do so securely and only for as long as it is needed. But if the user has opted into a separate agreement with you that allows you or your App to store or use personal or sensitive information directly related to your App (not including other products or applications) then the terms of that separate agreement will govern your use of such information.

4.4 You agree that you will not engage in any activity with the Rock Shop, including the development or distribution of Apps, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party. You may not use customer information obtained from the Rock Shop to sell or distribute Apps or any other products or services outside of the Rock Shop.

4.5 You agree that you are solely responsible for (and that Spark has no responsibility to you or to any third party for) any Apps you distribute through the Rock Shop including use of any Rock APIs and for the consequences of your actions (including any loss or damage which Spark may suffer) by doing so. These consequences include, but are not limited to, product liability, consumer protection, and/or intellectual property claims relating to your products.

4.6 You agree that you are solely responsible for (and that Spark has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Spark or any third party may suffer) of any such breach.

4.7 The Rock Shop will allow users to rate and review Apps. Only users who download the applicable App will be able to rate and review it on the Rock Shop. Ratings may be used to determine the placement of Apps on the Rock Shop, subject to Spark's ability to change placement at Spark's sole discretion. Spark reserves the right to display Apps to users in a manner that will be determined at Spark's sole discretion. Your Apps may be subject to user ratings to which you may not agree. You may contact Spark if you have any questions or concerns regarding such ratings.

4.8 You will be responsible for uploading your App to the Rock Shop, providing required App information and support to users, and accurately disclosing the security permissions necessary for the App to function properly. Apps that are not uploaded in accordance with this clause will not be published in the Rock Shop.

4.9 From time to time, Spark may issue policies concerning the type of contact and subject matter of Apps acceptable for distribution on the Rock Shop. Such policies will be made available to you in writing a reasonable period of time in advance to becoming effective. Any App you distribute on the Store must adhere to all such policies.

5. License Grants.

5.1 You grant Spark a nonexclusive, worldwide, and royalty-free license to: reproduce, perform, display, and use the Apps for administrative and demonstration purposes in connection with (i) the operation and marketing of the Rock Shop; (ii) the marketing of software, devices and services that support the use of the Apps, and (iii) making improvements to Rock.

5.2 You grant to Spark a non-exclusive, and royalty-free license to distribute the Apps.

5.3 Spark may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this agreement, provided that such consultants and contractors will be subject to the same obligations as Spark. After termination of this Agreement, Spark will not distribute your App, but may retain and use copies of the App for support of the Rock Shop and Rock.

5.4 You will grant to the Customer a non-exclusive, worldwide, and perpetual license to perform, display, and use the App through a separate end user license agreement (EULA) in your App that will exclusively govern the Customer's rights to the App.

5.5 You represent and warrant that you have all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to the App. If You use third-party materials, You represent and warrant that you have the right to distribute the third-party material in the App. You agree that you will not submit material to the Rock Shop that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit the material.

6. Marks and Publicity.

6.1 Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively, the "Marks"). Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Marks of the other party. Subject to the terms and conditions of this Agreement, Developer grants to Spark and its affiliates a limited, non-exclusive, royalty-free license during the term of this Agreement to display Developer Marks, submitted by Developer to Spark, for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Developer's App through the Rock Shop, or to otherwise fulfill its obligations under this Agreement. If Developer discontinues the distribution of specific Apps on the Rock Shop, Spark will cease use of the discontinued Products' Marks pursuant to this Section 6.1, except as necessary to allow Spark to effectuate Section 3.6. Nothing in this Agreement gives Developer a right to use any of Spark's Marks.

6.2 In addition to the license granted in 6.1 above, for purposes of marketing the presence, distribution and sale of the Developer's Apps in the Rock Shop, Spark and its affiliates may include Developer Marks, submitted by Developer to Spark: (i) within the Rock Shop and in any Spark or affiliate-owned online or mobile properties; (ii) in online, mobile, television, out of home (e.g. billboard), and print advertising formats outside the Rock Shop when mentioned along with other Rock Shop Products; (iii) when making announcements of the availability of the App; (iv) in presentations; and (v) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on Spark or its affiliates' websites). If Developer discontinues the distribution of specific Apps on the Rock Shop, Spark will cease further use of the discontinued Apps' Marks for such marketing purposes.

7. Takedowns.

7.1 Your Takedowns. You may remove your Apps from future distribution via the Rock Shop at any time, but you must comply with this Agreement and any applicable payment processors' terms of service for any Apps distributed through the Rock Shop, including but not limited to refund requirements. Removing your Apps from future distribution via the Rock Shop does not (a) affect the license rights of users who have previously purchased or downloaded your Apps, (b) remove your Apps from Customer devices or from any part of the Rock Shop where previously purchased or downloaded applications are stored on behalf of users, or (c) change your obligation to deliver or support Apps or services that have been previously purchased or downloaded by users. Notwithstanding the foregoing, in no event will Spark maintain on any portion of the Rock Shop (including, without limitation, the part of the Rock Shop where previously purchased or downloaded applications are stored on behalf of users) any App that you have removed from the Rock Shop and provided written notice to Spark that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party's right of publicity or privacy, or (iv) an allegation or determination that such App does not comply with applicable law.

7.2 Our Takedowns. While Spark does not undertake an obligation to monitor the Apps or their content, if Spark is notified by you or otherwise becomes aware and determines in its sole discretion that an App or any portion thereof or your Marks; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise offensive to Spark; (d) is being distributed by you improperly; (e) may create liability for Spark; (f) is deemed by Spark to have a virus or is deemed to be malware, spyware or have an adverse impact on Spark's network; (g) violates the terms of this Agreement or any other Spark policies applicable to Developers; or (h) the display of the App is impacting the integrity of Spark's servers (i.e., users are unable to access such content or otherwise experience difficulty), Spark may remove the App from the Rock Shop or reclassify the App at its sole discretion. Spark reserves the right to suspend and/or bar any Developer from the Rock Shop at its sole discretion. If your App contains elements that could cause serious harm to user devices or data, Spark may at its discretion disable the App or remove it from devices on which it has been installed. Spark may suspend or terminate distribution of your Apps if you materially breach the terms of any non-disclosure agreement or other agreement relating to the Rock Shop or Rock.

8. Your Developer Account

You agree that you are responsible for maintaining the confidentiality of your Developer Account and that you will be solely responsible for all Apps that are manage, administer and distribute under your Developer Account.

9. Privacy and Information

In order to continually innovate and improve the Rock Shop, Spark may collect certain usage statistics from the Rock Shop, including but not limited to, information on how the Rock Shop is being used. The data collected is examined in the aggregate to improve the Rock Shop for users and Developers and is maintained in accordance with Spark's Privacy Policy.

10. Terminating this Agreement

10.1 This Agreement will continue to apply until terminated by either you or Spark as set out below.

10.2 If you want to terminate this Agreement, you must provide Spark with thirty (30) days prior written notice (unless this Agreement terminates under Section 2.3) and cease your use of any relevant Developer Account.

10.3 Spark may at any time, terminate this Agreement with you if:

(A) you have breached any provision of this Agreement; or

(B) Spark is required to do so by law; or

(C) you cease being an authorized Developer; or

(D) Spark decides to no longer provide the Rock Shop.

11. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE ROCK STORE IS AT YOUR SOLE RISK AND THAT THE ROCK STORE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE ROCK STORE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ROCK STORE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. SPARK FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SPARK, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT SPARK OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

13. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Spark, its affiliates and their respective directors, managers, officers, employees and agents, for, from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the Rock Shop in violation of this Agreement, and (b) your App that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy.

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless the applicable payment processors (which may include Spark and/or third parties) and the payment processors' affiliates, directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from taxes related to Your distribution of Apps distributed via the Store.

14. General Legal Terms

14.1 This Agreement constitutes the whole legal agreement between you and Spark and governs your use of the Rock Shop, and completely replaces any prior agreements between you and Spark in relation to the Rock Shop.

14.2 You agree that if Spark does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Spark has the benefit of under any applicable law), this will not be taken to be a formal waiver of Spark's rights and that those rights or remedies will still be available to Spark.

14.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

14.4 You acknowledge and agree that there are no third party beneficiaries to this Agreement.

14.5 EXPORT RESTRICTIONS. APPS ON THE ROCK STORE MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF APPS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS AND END USE.

14.6 The rights granted in this Agreement may not be assigned or transferred by you without the prior written approval of Spark, whether by assignment, operation of law or otherwise (including in connection with any form of change of control transaction).

14.7 You agree that all matters relating to this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction), as if this Agreement were a contract wholly entered into and wholly performed within Arizona. You agree that any legal action or proceeding between you and us arising out of or relating to this Agreement will be instituted in a state or federal court of competent jurisdiction sitting in Maricopa County, Arizona, and you hereby expressly and irrevocably consent to be bound by the personal jurisdiction and venue of such courts.