exhibit 10. 12 subscription agreement this subscription agreement ( the " agreement " ) is made as of may 20, 2014 ( " effective date " ), by and between owlet baby care ( " subscriber " ), having offices in provo, utah, and ayla networks, inc. ( " ayla " ), having offices at 607 w. california ave., sunnyvale, california 94086. 1 description of services. ayla's services allow manufacturers to build " devices, " which are devices which connect to or interoperate with the services. the " services " consist of ( a ) ayla's web sites located at aylanetworks. com ( the " site " ) ; ( b ) ayla cloud services, a platform that allows subscriber and subscriber's end user customers to view and manage subscriber's use of the service and manage devices ; ( c ) ayla connectivity stacks, which consists of software that enables a device to connect to ayla cloud services ; and ( d ) ayla application libraries, which consist of software that allows subscriber to build applications that allow subscriber's end user customers to access devices and the service ( collectively with ( c ), the " software " ). the services may also include data and other content and printed and electronic documentation provided by ayla ( " documentation " ). any new features added to or augmenting the service are also subject to this agreement. 1 description of services. ayla's services allow manufacturers to build " devices, " which are devices which connect to or interoperate with the services. the " services " consist of ( a ) ayla's web sites located at aylanetworks. com ( the " site " ) ; ( b ) ayla cloud services, a platform that allows subscriber and subscriber's end user customers to view and manage subscriber's use of the service and manage devices ; ( c ) ayla connectivity stacks, which consists of software that enables a device to connect to ayla cloud services ; and ( d ) ayla application libraries, which consist of software that allows subscriber to build applications that allow subscriber's end user customers to access devices and the service ( collectively with ( c ), the " software " ). the services may also include data and other content and printed and electronic documentation provided by