LICENSE

**SPRIG SDK LICENSE AGREEMENT**

YOU MAY OPEN, INSTALL AND USE THE SPRIG SOFTWARE DEVELOPMENT KIT AND
ACCOMPANYING DOCUMENTATION (COLLECTIVELY, “**SDK**” ONLY IF YOU ACCEPT
ALL OF THE TERMS OF THIS LICENSE AGREEMENT (“**AGREEMENT**”. PLEASE READ
THESE TERMS CAREFULLY. BY OPENING, INSTALLING OR USING THE SDK, YOU
AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS OF
THIS AGREEMENT, YOU MAY NOT USE THE SDK.

1.  **<u>License</u><u> </u><u>Grant</u>.** Subject to the terms and
    conditions contained herein, Sprig hereby grants to you a
    non-transferable, non-exclusive license to (i) download, install,
    modify (solely to the extent contemplated and subject to the terms
    of your separate service agreement with Sprig for Sprig’s products
    and services, including without limitation rate limits) and use the
    SDK solely in connection with your authorized use of Sprig’s
    products and services; (ii) download, install and use the SDK solely
    to develop applications for use with Sprig’s products and services
    (“**Licensee Applications**”; and (iii) distribute the SDK solely in
    conjunction with and as part of Licensee Applications, in each case
    pursuant to (and subject to the terms of) your agreement with Sprig.
    Licensee Applications must be designed, developed, and tested to
    function with and not degrade the functionality of Sprig’s products
    and services. Sprig and its licensors reserve all rights not
    expressly granted to you herein. You may make and/or simultaneously
    use only the number of copies of the SDK paid for by you, plus you
    may make an additional back-up copy of the SDK, provided any copies
    must contain all of the original SDK's copyright, trademark and
    other proprietary notices.

2.  **<u>License</u><u> </u><u>Restrictions</u>.** Unless otherwise
    agreed in writing by Sprig, you will not, and will not permit or
    authorize third parties to: (a) disassemble, decompile, or reverse
    engineer the SDK, except to the extent any such activity is not
    permitted to be restricted under applicable law; (b) circumvent or
    disable any copy-protection, security, or related features or
    measures in the SDK; (c) use the SDK in any way not expressly
    permitted under this Agreement; (d) except as authorized by Sprig,
    provide the SDK to any third party (including any contractors,
    agents, or advisors); (e) except as contemplated hereunder, use or
    combine any open source software or third party materials with the
    SDK in any manner which could subject the SDK to any open source
    license or other third party terms or conditions; (f) use the SDK
    for benchmarking or competitive analysis with respect to competitive
    or related products or services, or to develop, commercialize,
    license or sell any product, service or technology that could,
    directly or indirectly, compete with the SDK or any of Sprig’s
    products or services.

Any distribution of a Licensee Application shall be under the terms of
an End User License Agreement that contains terms which: (i) license use
of the SDK only as an integrated component of the Licensee Application;
(ii) prohibit any modifications to the SDK; (iii) prohibit any
distribution of the SDK separate from the Licensee Application; (iv)
prohibit title to the SDK passing to any party; (v) prohibit the reverse
engineering, disassembly or decompilation of the Code; and (vi)
disclaim; to the extent permitted by applicable law, all warranties by
Sprig and Sprig’s liability for any damages arising from the use of the
SDK and/or the Licensee Application.

1.  **<u>Ownership</u>.** Sprig and its licensors retain all right,
    title and interest in the SDK, and in all copies, improvements,
    enhancements, modifications and derivative works thereof, including,
    without limitation, all patent, copyright, trade secret, trademark
    and database rights. The terms of this Agreement are intended to
    benefit any third-party licensors, which may directly enforce
    applicable terms of this Agreement to protect their interest in the
    SDK.

2.  **<u>Maintenance, Support and Updates</u>.**
    Sprig is under no obligation to maintain or
    support or update the SDK in any way, or to provide updates or error
    corrections. Such services are available under the terms of Sprig’s
    standard SDK Support Services Terms and Conditions, a current copy
    of which is provided with the SDK. If Sprig provides you with a bug
    fix, maintenance release or update to the SDK, it is provided to you
    as and shall be considered subject to the terms of this license,
    unless you receive a separate license from Sprig for that release or
    update that expressly supersedes this Agreement.

3.  **<u>Confidentiality</u>.** The SDK contains confidential and
    proprietary information of Sprig and/or its licensors. You agree to
    take adequate steps to protect the SDK from unauthorized disclosure
    or use.

4.  **<u>Warranty</u>**. SPRIG PROVIDES THE SDK “AS IS”AND MAKES NO
    WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT
    TO THE SDK, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY RELATED TO
    THE DESIGN OR CONDITION OF THE SDK. AMAZON HEREBY EXPRESSLY
    DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
    PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT, AND SHALL HAVE NO
    LIABILITY WHATSOEVER TO COMPANY FOR ANY DAMAGES OR CLAIMS RELATING
    TO THE SDK.

5.  **<u>Termination</u>.** This Agreement will terminate immediately
    and automatically without notice if you breach any provision in this
    Agreement. Upon termination you will remove all copies of the SDK or
    any part of the SDK from any and all computer storage devices and
    destroy the SDK. At Sprig's request, you will certify in writing to
    Sprig that all complete and partial copies of the SDK have been
    destroyed and that no copies remain in your possession or under your
    control. The provisions of this Agreement, except for the license
    grant and warranty, will survive termination.

6.  **<u>LIMITED</u><u> </u><u>LIABILITY</u>.** UNDER NO CIRCUMSTANCES
    WILL SPRIG OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT,
    SPECIAL OR CON-SEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS
    OF PROFITS, SAVINGS, BUSINESS, GOODWILL OR DATA, COST OF COVER,
    RELIANCE DAMAGES OR ANY OTHER SIMILAR DAMAGES OR LOSS, EVEN IF THE
    PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
    NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE
    REMEDY PROVIDED IN THIS AGREEMENT OR THE INVALIDITY OF ANY OTHER
    PROVISION. EXCEPT AS LIMITED BY APPLICABLE LAW, SPRIG’S TOTAL
    LIABILITY UNDER THIS AGREEMENT OR OTHERWISE SHALL IN NO EVENT EXCEED
    $100. IF THE LIMITATIONS ON LIABILITY SET FORTH IN THIS AGREEMENT
    ARE NOT ENFORCEABLE UNDER APPLICABLE LAW, THEN SPRIG’S LIABILITY
    HEREUNDER SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER
    APPLICABLE LAW.

7.  **<u>U.S. Government Rights</u>.** The SDK and its documentation 
    are “commercial computer software”and “commercial computer software
    documentation,”respectively, as such terms are used in FAR 12.212
    and other relevant government procurement regulations. Any use,
    duplication, or disclosure of the Software or its documentation by
    or on behalf of the U.S. government is subject to restrictions as
    set forth in this Agreement.

8.  **<u>Export</u><u> </u><u>Law</u><u> </u><u>Assurances</u>**. You
    agree to comply fully with all U.S. export laws and regulations to
    ensure that neither the SDK nor any technical data related thereto
    nor any direct product thereof are exported or re-exported directly
    or indirectly in violation of, or used for any purposes prohibited
    by, such laws and regulations.

9.  **<u>Miscellaneous</u>**. You may not assign or transfer this
    Agreement, by operation of law or otherwise, without Sprig’s prior
    written consent, and any attempt by you to do so, without such
    consent, will be void. Subject to the foregoing, this Agreement is
    binding upon and will inure to the benefit of each of the parties
    and their respective successors and permitted assigns. If any
    provision of this Agreement is held invalid, illegal or
    unenforceable, that provision will be enforced to the maximum extent
    permitted by law, given the fundamental intentions of the parties,
    and the remaining provisions of this Agreement will remain in full
    force and effect. This Agreement is the complete and exclusive
    agreement between the parties with respect to its subject matter and
    supersedes all prior or contemporaneous agreements, communications
    and understandings, both written and oral, with respect to its
    subject matter. This Agreement may be amended or modified only by a
    written document executed by duly authorized representatives of the
    parties. Nothing in this Agreement will be construed to create a
    partnership, joint venture or agency relationship between the
    parties. Neither party will have the power to bind the other or to
    incur obligations on the other’s behalf without such other party’s
    prior written consent. Except as expressly set forth in this
    Agreement, the exercise by either party of any remedy under this
    Agreement will be without prejudice to its other remedies under this
    Agreement or otherwise. Either party’s failure to enforce any
    provision of this Agreement will not constitute a waiver of future
    enforcement of that or any other provision. No waiver of any
    provision of this Agreement will be effective unless it is in
    writing and signed by the party granting the waiver. This Agreement
    will be governed by and construed in accordance with the laws of the
    State of California without giving effect to any principles of
    conflict of laws that would lead to the application of the laws of
    another jurisdiction. The parties expressly agree that the United
    Nations Convention on Contracts for the International Sale of Goods
    will not apply. Any legal action or proceeding arising under this
    Agreement will be brought exclusively in the federal or state courts
    located in the Northern District of California and the parties
    irrevocably consent to the personal jurisdiction and venue therein.
    All notices required to be sent hereunder will be in writing and
    will be deemed to have been given when mailed by certified mail,
    overnight express, or sent by email, with receipt confirmed. This
    Agreement may be signed in counterparts, and electronic signatures
    will have the same weight and effect as originals.