TERMS & CONDITIONS

      1. SERVICES AND SUPPORT
         1. Subject to the terms and conditions of this Agreement, Company will provide Customer with access to the Services through the internet.  The Services are subject to modification from time to time at Company"s sole discretion, for any purpose deemed appropriate by Company.  Company will use reasonable efforts to give Customer prior written notice of any such modification.
         2. The Services may include the provision of certain materials (such as, APIs, SDKs, software code, etc.) ("Service Materials"). Subject to the terms of this Agreement, Company hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable, revocable limited license to internally use the Service Materials in accordance with the documentation supplied by Company solely for the purpose of making Customer"s system(s) fully compatible and interoperable with the Services.  The Services and Service Materials are provided on a non-exclusive basis, and may only be used for Company"s internal business use.  References to "Services" shall include any updates and documentation therefor provided by Company to Customer under the terms of this Agreement.
         3. Company will undertake commercially reasonable efforts to make the Services available in accordance with industry standards.  Customer hereby grants to Company a non-exclusive license to access Customer"s AWS account to install and deploy the Services and Service Materials on such account, and to uninstall and remove the Services and Service Materials from such account.  Notwithstanding the foregoing, Company reserves the right to suspend Customer"s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Company.
         4. Subject to the terms hereof, Company will use commercially reasonable efforts to provide Customer with its standard support for the Services from Monday through Friday during Company"s normal business hours.

      2. RESTRICTIONS AND RESPONSIBILITIES
         1. Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble, copy, download or otherwise attempt to discover, transfer or store the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services ("Software") (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services or Software except as permitted by the functionality of the Services and expressly authorized by Company; use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own internal business use; or use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws, and laws related to intellectual property, consumer and child protection, obscenity or defamation).  
         2. Customer will cooperate with Company in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Company may reasonably request.  Customer will also cooperate with Company in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services.
         3. Customer will designate the Primary Contact, who will be an employee who will be responsible for all matters relating to this Agreement.  Customer may change the individual designated as Primary Contact at any time by providing written notice to Company.
         4. Customer represents and warrants that it has all necessary rights to any data ("Customer Data") that it uploads, transmits or stores in connection with the Services. 
         5. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys" fees) in connection with any claim or action that arises from an alleged violation of the foregoing; on account of Customer Data or the use, transmission or storage of such data; or otherwise from Customer"s use of Services.  Although Company has no obligation to monitor the content provided by Customer or Customer"s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 
         6. Customer will be responsible for maintaining the security of Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer"s knowledge or consent.
         7. Customer acknowledges and agrees that the Services operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties ("Third Party Services"). Company is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services.  Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof.  Company does not make any representations or warranties with respect to Third Party Services or any third party providers.  Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party"s terms and conditions.

      3. CONFIDENTIALITY
         1. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party"s technology or business (hereinafter referred to as "Proprietary Information" of the Disclosing Party).  
         2. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to  take the same security precautions to protect against disclosure or unauthorized use of such Proprietary information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.  The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.  Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Company may collect data with respect to and report on the aggregate response rate and other aggregate measures of the Services" performance.  
         3. Notwithstanding anything to the contrary herein, Company"s personnel will not be permitted to access the Customer Data (or any copies or excerpts thereof) in human-readable form, provided that such individuals may from time to time access Customer Data to debug any quality-related or other errors with respect to such Customer Data, but only to that extent and only for such time that such debugging is necessary.  In the event of such debugging, Company will for a reasonable time thereafter (or for such time required by applicable law, whichever is greater) retain an incident log that contains: (i) an audit trail of all material actions performed by such individuals as part of such debugging and (ii) a reasonably detailed description of the particular Customer Data and errors at issue.
         4. Customer acknowledges that Company does not wish to receive any Proprietary Information from Customer that is not necessary for Company to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, Company may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information.
         5. Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirors.

      4. INTELLECTUAL PROPERTY RIGHTS
Except as expressly set forth herein, Company alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Services and/or the Software, including any modifications and extensions thereto or configurations thereof, which are hereby assigned to Company.  Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement.  Customer is hereby granted a non-exclusive, nontransferable, revocable right to use any data resulting from the Services for its internal analysis purposes only.  This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or Software, or any intellectual property rights.  

      5.  PAYMENT OF FEES
         1. Customer will pay Company the Fees without any right of set-off or deduction.  All payments will be made in accordance with the Order Form (including the Method of Payment), Exhibit A, and each such invoice submitted by Company to Customer.  If not otherwise specified herein, payments will be due within thirty (30) days of invoice.
         2. Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys" fees. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any.  Customer agrees to pay such taxes (excluding US taxes based on Company's net income) unless Customer has provided Company with a valid exemption certificate.  In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Customer on account thereof.

      6. TERMINATION
         1. Subject to earlier termination as provided below, this Agreement is for the Initial Term.  Following the Initial Term, if there are any Renewal Term(s) this Agreement will automatically renew for each such successive Renewal Term (any such Renewal Term(s) together with the Initial Term, the "Service Term") unless either party gives the other party notice of non-renewal at least ninety (90) days prior to the end of the then-current Renewal Term.
         2. In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Service Term by giving fifteen (15) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such 15-day period.  Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business.
         3. Company may terminate this Agreement at any time for convenience upon thirty (30) days notice to Customer.
         4. Upon termination of this Agreement for any reason: (i) Company may immediately suspend access to the Services and remotely deactivate and/or remove all Service Materials from any Customer account where such Software may reside; and (ii) the license granted under Section 1.3 shall survive for fifteen (15) days past the date of such termination, to enable Company to uninstall the Services from Customer"s AWS account.
         5. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability. 

      7. CLIENT SOFTWARE SECURITY
Company represents and warrants that it will not knowingly include, in any Service Materials released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud,  damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data.  If, at any time, Company fails to comply with the warranty in this Section, Customer may promptly notify Company in writing of any such noncompliance.  Company will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance.  If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.

      8. WARRANTY DISCLAIMER
THE SERVICES AND COMPANY PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND.  COMPANY (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

      9. LIMITATION OF LIABILITY
IN NO EVENT WILL  COMPANY (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES, LOSS OR INACCURACY OF DATA (INCLUDING WITHOUT LIMITATION THE CUSTOMER DATA), OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.  THE TOTAL LIABILITY OF COMPANY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (i) TEN THOUSAND DOLLARS, OR (ii) THE FEES PAID TO COMPANY HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED.  THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

      10. U.S. GOVERNMENT MATTERS
Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively "Controlled Subject Matter"), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury"s List of Specially Designated Nationals or the U.S. Department of Commerce"s Table of Denial Orders (collectively, "Designated Nationals").  The lists of Embargoed Countries and Designated Nationals are subject to change without notice.  Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National.  The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations.  As defined in FAR section 2.101, any software and documentation provided by Company are "commercial items" and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation."  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Service Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.  

      11. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  Neither the rights nor the obligations arising under this Agreement are assignable or transferable by either party, without the written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may assign its rights and obligations under this Agreement to a successor to substantially all of its assets or business.  Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.  Company will not be liable for any loss resulting from a cause over which it does not have direct control.  This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions.  Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules.  The arbitration shall take place in Santa Clara County, California, USA, in the English language and the arbitral decision may be enforced in any court.  With respect to all disputes arising in relation to this Agreement, but subject to the preceding arbitration provision, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in San Francisco, California.  The prevailing party in any action or proceeding to enforce this Agreement will be entitled to recover costs and attorneys" fees.  Customer agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by Company.  Company is permitted to disclose that Customer is one of its customers to any third-party at its sole discretion.