END USER LICENSE AGREEMENT

H2O.ai End User License Agreement (Updated December 15, 2025)

 

THE TERMS AND CONDITIONS CONTAINED HEREIN (“AGREEMENT”) APPLY TO ALL USE OF THE SOFTWARE AND SERVICES (COLLECTIVELY, THE “SOLUTION”) PROVIDED BY H2O.AI, INC. (“H2O”) TO YOU AND THE ORGANIZATION YOU REPRESENT (TOGETHER, “CUSTOMER”). BY ACCESSING OR USING ANY OF H2O’S SOFTWARE OR SERVICES, CUSTOMER AGREES TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT WILL BE DEEMED EFFECTIVE ON THE DATE IT IS AGREED TO BY CUSTOMER (SUCH AS BY EXECUTION OF AN ORDER DOCUMENT, AS DEFINED IN SECTION 1) (“EFFECTIVE DATE”). IN THE EVENT THERE IS A SEPARATELY NEGOTIATED AND EXECUTED MASTER AGREEMENT BETWEEN H2O AND CUSTOMER WITH RESPECT TO PROCUREMENT OF THE SOLUTION, SUCH AGREEMENT SHALL CONTROL.

 

Article I      ACCESS.

A.    Subject to the terms of this Agreement, H2O hereby grants Customer a limited, personal, non-sublicensable, non-transferable, nonexclusive license to use the Solution only for Customer’s internal business use and solely during the subscription term for the purposes for which it is provided and only in accordance with any H2O-provided documentation (including as provided electronically).

 

B.    Notwithstanding the foregoing, to the extent Customer is accessing the Solution on behalf of a third-party (such as where Customer is a contractor or agent for an H2O end customer), Customer will only use the Solution on behalf of such end customer and not for Customer’s own purposes. In such an event, Customer remains responsible for compliance with Sections 4 and 7 and all other provisions applicable to end users.

 

C.    The Solution may include access to H2O’s software-as-a-service solution (“Hosted Solution”), software (“Software”), and/or related services, as agreed to by the parties in an Order Document. An “Order Document” is a schedule, order form, purchase order, statement of work, and/or other ordering document agreed to by the parties (and may include an online purchase process made available by H2O).

 

D.    If the Solution includes the provision of any Software, Customer will only use it in object code form and is solely responsible for installation, configuration, and maintenance of any on-premise deployment (including ensuring adequate security, backups, and updates). H2O shall have no responsibility or liability for Customer’s environment, systems, security controls, backups, configurations, or third-party integrations, all of which remain Customer’s sole responsibility. The Solution may be accessed by the number of users agreed to by H2O and Customer during the purchase process (e.g., on an order form). Such users will be specific individuals named by the Customer during the purchase process, or subsequently, in writing (email is sufficient). Once such named individuals are selected by the Customer, they may be changed only on written notice to H2O (email is sufficient). The named individuals will not allow any other Customer personnel to use their Solution log-in credentials (passwords, etc.). In the event Customer purchases additional modules or add-ons to Solution (including, without limitation, any features or functions that H2O charges other customers for), they will be deemed “Solution” and, therefore, subject to this Agreement (unless H2O provides them pursuant to different terms and conditions). With respect to any Customer proposed modifications, derivatives, enhancements, or improvements to the Solution (“Feedback”), Customer hereby grants H2O a perpetual, irrevocable, royalty-free, fully paid-up, sub-licensable right and license to use, display, reproduce, distribute, and otherwise fully exploit such Feedback for any purposes. All Feedback is provided by the customer “AS IS.” Certain portions of the Software may be subject to the publicly available Apache 2.0 license (such portions will be identified upon Customer’s request). In the event of a conflict between this Agreement and the Apache license, the Apache license will control.

 

E.    H2O may collect and use data regarding Customer’s interactions with the Offering, including navigational, device, technical, statistical, and other telemetry data (“Usage Data”). To the extent any Usage Data includes personal data, H2O will process such data in accordance with applicable data protection laws and H2O’s Privacy Policy.

H2O may use Usage Data (in aggregated or de-identified form where appropriate) to operate, maintain, secure, and improve the Offering, and for analytics, benchmarking, and product development. H2O retains all right, title, and interest in and to such Usage Data, provided that nothing in this Agreement gives H2O any rights to Customer Data except as expressly set forth herein.

 

Article II      RESTRICTIONS.

Except as expressly and unambiguously permitted by this Agreement, Customer shall not, nor permit anyone else to, directly or indirectly:  (i) copy, modify, resell or distribute the Solution; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Solution (except the foregoing will not apply to the extent prohibited by applicable local law); (iii) rent, lease, or use the Solution for timesharing or service bureau purposes, or otherwise use the Solution on behalf of any third party; (iv) use the Solution to develop any other product or services whether delivered internally or as an external service offering or (v) use the Solution for performing comparisons or other “benchmarking” activities, either alone or in connection with any other Solution (and Customer will not publish or disclose any such performance information or comparisons). To be clear, Customer shall not use the Solution to develop, train, or improve any product or service that competes with H2O or the Solution, nor permit any third party to do so. Customer shall maintain and not remove or obscure any proprietary notices on or in the Solution. As between the parties, title, ownership rights, and intellectual property rights, in and to the Solution, and any copies or portions thereof, shall remain in H2O or (as applicable) its suppliers/licensors. Customer understands that H2O may modify or discontinue offering the Solution at any time (provided that, if Customer has purchased a term-based license, such discontinuance will only take place at the end of the then-current term). The Solution is protected by the copyright laws and treaties. This Agreement does not give Customer any rights not expressly granted herein. On at least five (5) days’ prior written notice, H2O  may (itself or through a third party designated by H2O) audit and inspect Customer’s books, records, systems, and facilities as it deems appropriate to verify Customer’s compliance with this Agreement. Audits will not be conducted more than once each year (but more times are allowed if H2O reasonably suspects a breach). The customer will provide reasonable cooperation with any audit. If an audit reveals unauthorized use, Customer shall promptly pay applicable fees and costs, without limiting H2O’s other remedies.    

 

 

Article III      CONFIDENTIALITY.

All information regarding the Solution, or otherwise disclosed by H2O, that is identified as confidential, or that Customer should reasonably understand to be confidential, including but not limited to code, inventions, formulas, processes, computer programs, drawings, schematics, algorithms, know-how and ideas and all other business, product, technical and financial information is H2O’s “Confidential Information.” Customer will hold all Confidential Information in confidence and not disclose it to any third party, unless otherwise specifically approved by H2O in writing. Customer will only use the Confidential Information for the purposes of its relationship with H2O hereunder, including as necessary to use the Solution for the purposes for which it is provided. Customer’s confidentiality obligations will apply for five (5) years after disclosure, except with respect to trade secrets, which will be maintained in confidence as long as they remain trade secrets under applicable law. This Section 3 will not apply to information that is or becomes generally available to the public without the fault of Customer. On H2O’s request at any time, Customer will promptly return to H2O (or, at H2O’s request, destroy) all Confidential Information. If requested by H2O, Customer will provide H2O with written certification that it has complied with this Section.

 

 

Article IV      SUPPORT AND UPGRADES.

During the term of this Agreement, H2O will provide Customer with Solution support according to H2O’s general support practices and procedures. Customer acknowledges that the Solution contains features that allow H2O to remotely and automatically identify, track, and analyze certain aspects of use and performance of the Solution and/or the systems on which it is installed, as well as the operator and operating environment (including problems and issues that arise in connection therewith). H2O’s support terms are outlined in our H2O Customer Support and SLA Policy provided by H2O. For Hosted Solutions, H2O will provide support in accordance with its then-current SLA, unless otherwise agreed in an Order Document. For on-premise deployments, H2O’s obligations are limited to making updates and patches available; Customer is responsible for timely installation and implementation. For hybrid environments, both sets of obligations apply as relevant.

 

 

Article V      FEES.

A)    To the extent the Solution is procured via a reseller, and Customer pays such reseller for the Solution, Customer will not owe fees directly to H2O hereunder. With respect to any other procurement of the Solution, Customer shall pay H2O (or its applicable authorized reseller) the fees (if any) for the Solution as agreed to by the parties in writing at the time of purchase. Customer shall also pay all sales, use, withholding tax, value-added, and other taxes, tariffs, and duties of any type assessed against H2O (except for taxes on H2O’s income). All fees (“Fees”) are due net thirty (30) days from H2O’s invoice, which will be sent on the start of the Subscription Period and any renewal. Fees may be increased by H2O on written notice at least sixty (60) days prior to renewal; provided that, absent such notice, fees will automatically increase by five percent (5%) for any renewal term (calculated on a year-over-year basis). Customer shall pay all amounts due by wire transfer or ACH (or other method expressly approved by H2O). Payment by check or credit card is not accepted. Any payment not received within ten (10) days of the due date Late fees shall be subject to a finance charge of the lesser of 1.5% per month and the greatest amount allowed by law. In addition, Customer will reimburse H2O for all costs of collection (including attorneys’ fees). All fees are due as specified in the applicable Order Document and are non-cancellable, non-refundable, and not subject to set-off, except as expressly set forth in the Order Document.

 

B)   If Customer uses ‘cloud credits’ (or similar credits authorized via written acknowledgement and approval by H2O for use hereunder) for payment of subscription fees, Customer will authorize the cloud provider to pay H2O the full value of the subscription fee (and Customer is responsible for ensuring such payment is made). If the order is a multi-year order, Customer is responsible for paying the full value for all years regardless of payment method (i.e., ‘cloud credits’ or monetary payment). For example, in a three-year deal, the customer may opt to use ’cloud credits’ for Year 1 but pay by U.S. Dollars directly to H2O for Year 2 and Year 3 (subject to the payment terms above).

 

 

Article VI      INDEMNITY.

A)    Customer shall indemnify, defend and hold harmless H2O and its affiliates, officers, directors, employees and agents from and against any claims, damages, losses, penalties, fines, liabilities, costs and expenses (including reasonable attorney fees) arising out of or related to: (i) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates any third-party rights or applicable law (ii) Customer’s use of or reliance on AI Output, or Professional Services (iii) Customer’s breach of this Agreement or violation of law.

 

B)   H2O shall defend, indemnify, and hold Customer harmless from third-party claims that the Offering infringes any United States patent or any copyright, provided H2O is promptly notified of any threats, claims or proceedings and gives reasonable assistance and the opportunity to assume sole control over defense and settlement; H2O will not be responsible for any settlement it does not approve in writing. If a claim occurs or threatened claim under this Section by a third party, H2O may, at its sole option: (a) revise the Offering so it is no longer infringing, (b) obtain the right for Customer to continue using the Offering or (c) terminate the Agreement upon thirty (30) days’ notice and refund any pro-rata unused, pre-paid license fees received by H2O. This is the sole remedy for an infringement claim..

 

C)   H2O’s indemnity obligations do not apply for the Offering or portions or components thereof (i) not supplied by H2O, (ii) made in whole or in part in accordance to Customer specifications, (iii) that are modified after delivery by H2O, (iv) that are combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after H2O has provided Customer, at no charge, modifications that would have avoided the alleged infringement or (vi) where Customer’s use violates this Agreement.

 

 

Article VII      LIMITED WARRANTY.

H2O warrants to Customer that: (i) it has the power and authority to execute this Agreement and perform its obligations, (ii) its performance will not conflict with obligations it has to any third party, and (iii) all Offerings will conform materially with the Documentation. In the event of a breach of Section 7.1(iii), Customer’s sole remedy, and H2O’s exclusive liability, shall be for H2O to use commercially reasonable efforts to correct any such defect(s); provided that, Customer specifically notifies H2O in writing of the defect(s) within thirty (30) days form the date Customer first experiences the defect(s). Such corrections will be in accordance with H2O’s standard practices (such as release cycles) that it provides to its other general customers. This Section 7 will not apply if the Solution is provided on a trial, evaluation, or otherwise free basis (“Evaluation Basis”).

 

 

Article VIII      WARRANTY DISCLAIMER.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7, THE OFFERING IS PROVIDED BY H2O AND ITS SUPPLIERS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, H2O AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, RESULTS, AVAILABILITY, SECURITY, NON-INFRINGEMENT, OR THAT THE OFFERING WILL BE ERROR-FREE OR UNINTERRUPTED.

H2O DOES NOT WARRANT THAT THE OFFERING OR ANY OUTPUTS WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR COMPLY WITH ANY LAWS OR REGULATIONS (INCLUDING PRIVACY, DATA PROTECTION, EXPORT, OR AI-SPECIFIC LAWS) IN ANY JURISDICTION.

 

 

Article IX      AI OUTPUT, ATTRIBUTION, AND AGENTIC FEATURES.

The Offering may incorporate artificial intelligence or machine learning features, including generative, predictive, or agentic functionality (“AI Features”). Customer acknowledges and understands that AI Features may:

• A)   produce probabilistic, incomplete, or inaccurate results;
• B)   generate content that is incorrect, misleading, offensive, harmful, or otherwise unsuitable;
• C)   initiate or recommend tasks, workflows, or actions that are unexpected, unintended, or inconsistent with Customer’s objectives; and
• D)   not reflect factual information, legally compliant output, or professional advice.

AI outputs may be influenced by data provided by Customer or third parties, and H2O does not control, verify, or endorse such data.

 

 

Article X      CUSTOMER RESPONSIBILITIES.

A)   Customer is solely responsible for verifying, reviewing, supervising, and validating any AI output or action prior to relying on, publishing, deploying, or otherwise using such output or action in any manner.

B)   Customer must maintain adequate human oversight and implement appropriate approval, safeguard, override, or shutdown mechanisms when using AI Features, particularly any agentic functionality.

C)   All decisions made or actions taken based on AI outputs or agentic behaviors are at the Customer’s sole risk.

• (i) H2O disclaims all liability arising from or relating to Customer’s use of, reliance on, or failure to supervise AI Features.
• (ii)Customer further acknowledges that AI outputs are generated by the Offering’s features and not authored, approved, or endorsed by H2O. Customer agrees not to attribute AI outputs to H2O or represent them as H2O-provided advice.
• (iii) The Offering and its outputs are not intended to constitute, and do not constitute, legal, medical,  financial, safety, or other professional advice.

 

 

Article XI      THIRD-PARTY DATA, INTEGRATION, AND SYSTEMS.

H2O makes no representations or warranties regarding, and disclaims any liability for, any third-party data, software, systems, or services that may interoperate with or be used in connection with the Offering, including any outputs or results derived therefrom. Customer is solely responsible for verifying that any third-party integration or data source (whether elected by the customer or set via default) used in connection with the Offering is accurate, lawful, and appropriate for the intended use.

 

 

Article XII     REGULATORY AND LEGAL COMPLIANCE.

H2O does not represent or warrant that the Offering or its outputs comply with any industry-specific or jurisdiction-specific regulations, including but not limited to:

• a)    the General Data Protection Regulation (GDPR),
• b)    the California Consumer Privacy Act (CCPA),
• c)    the Health Insurance Portability and Accountability Act (HIPPA),
• d)    the EU Artificial Intelligence act, or
• e)    any other state, national, or international regulatory framework relating to data, privacy, security, or AI.

Customer is solely responsible for ensuring that its use of the Offering and any AI outputs complies with all applicable laws, regulations, and industry standards.

 

 

Article XIII     RESTRICTED USES.

Customer agrees not to use, and not to permit others to use, any AI features to operate or control systems or applications in which failure or malfunction could result in loss of life, personal injury, or catastrophic damage, including but not limited to uses involving:

• a)    medical diagnosis or treatment,
• b)    biometric identification or surveillance,
• c)    emergency services,
• d)    nuclear facilities,
• e)    critical infrastructure,
• f)    aircraft navigation or communication,
• g)    autonomous vehicles,
• h)    military or weapons systems, or
• i)    high-risk financial or safety-critical decision-making.

Customer also agrees not to use the Offering for any unlawful, prohibited, or regulated purpose without obtaining all required approvals, licenses, or consents.

 

 

Article XIV     ESSENTIAL CONDITION.

This disclaimer of warranty, including the disclaimers specific to generative, predictive, and agentic ai features, is an essential condition of this agreement and a basis for H2O’s willingness to provide the Offering. For evaluation, beta, or trial use, no warranties of any kind are provided.

 

 

Article XV     LIMITATION AND LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL H2O OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO CUSTOMER OR ANY OTHER PERSON IN CONNECTION WITH THE SOLUTION OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, (II) ANY AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES (BUT IF NO FEES HAVE BEEN PAID, SUCH AS IF THE SOLUTION IS PROVIDED ON AN EVALUATION BASIS, THE DAMAGES CAP WILL BE US$1,000.00), (III) THE COST OF PROCUREMENT OF SUBSTITUTE TECHNOLOGY OR SERVICES OR (IV) MATTERS BEYOND ITS REASONABLE CONTROL. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF H2O SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

 

 

Article XVI     TERM AND TERMINATION.

This Agreement is effective as of the Effective Date and, unless otherwise agreed to by the parties in writing, will have the initial subscription term of one (1) year. Thereafter, it will automatically renew for successive renewal subscription terms of equal length to its initial subscription term, unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current subscription term. The initial subscription term and all renewals are referred to collectively as the “Subscription Term.” Notwithstanding the foregoing, if the Solution is provided on an Evaluation Basis, it will, unless otherwise agreed in writing, have a term of thirty (30) days. If provided on an Evaluation Basis, either party may terminate this Agreement at any time, for any or no reason, on two (2) days’ email notice. In addition, either party may terminate this Agreement on written notice if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice (ten (10) days in the case of non-payment or in the event Customer breaches any license or use restrictions) provided that, the breach notice must provide sufficient detail regarding the breach and expressly state the intent to terminate if not cured; (b) ceases operation without a successor or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within ninety (90) days thereafter). In addition, H2O may suspend access to the Solution, with or without notice, if Customer is more than ten (10) days late with any payment hereunder. With respect to Customer’s breach of its payment obligations, or any license or use restrictions, electronic notice to Customer is sufficient hereunder. Any termination of this Agreement shall also terminate the licenses granted hereunder. If Customer terminates this Agreement for material breach pursuant to Section 11.2, H2O will refund any pro-rata unused, prepaid license fees received by H2O. In the event of any other termination, all fees that, but for termination for cause, would otherwise have been due for the full term will remain non-cancellable and non-refundable (and, if not paid, will become due). Upon expiration or termination of an Order Form, the licenses granted therein shall immediately terminate (and, if Software was provided, Customer shall immediately delete all Software). Sections 2, ,3 and 5 through 15, and all accrued rights to payment, shall survive termination of this Agreement. The term, renewal, and termination rights for the Solution are governed by the applicable Order Document or, if applicable, the Master Subscription Agreement.

 

 

Article XVII     GOVERNMENT USE.

If Customer is part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Solution is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Solution is “commercial computer Solution” and “commercial computer Solution documentation.” In accordance with such provisions, any use of the Solution by the Government shall be governed solely by the terms of this Agreement.

 

 

Article XVIII     EXPORT CONTROLS.

Customer shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and Customer shall not export, or allow the export or re-export of the Solution in violation of any such restrictions, laws or regulations. Customer shall not permit users in embargoed or restricted jurisdictions to access the Solution. By installing or using the Solution, Customer agrees to the foregoing and represents and warrants that Customer is not located in, under the control of, or a national or resident of any restricted country.

 

 

Article XIX     NOTICE.

Any notice or communication required or permitted under this Agreement shall be in writing to the parties at: (i) if to Customer, the address listed by Customer during the Solution registration process (or as otherwise provided by Customer) and (ii) if to H2O: H2O.ai, Inc., 800 W. El Camino Real, Suite 270, Mountain View, CA 94040, Attn: Legal (or at such other address as may be given by H2O at any time) and shall be deemed to have been received by the addressee (iii) if given by hand, immediately upon receipt; (iv) if given by overnight courier service, the first business day following dispatch or (v) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. In addition, to be effective, legal notices to H2O (such as for breach) must also be provided in email to: legal@h2o.ai (subject heading: Attn: Legal Notice) (but notwithstanding earlier receipt via email, legal notices will be deemed received when the physical notice is received as set forth in the preceding sentence). Notwithstanding the foregoing, an electronic notice to Customer (such as via email) is sufficient to the extent related to breach or termination.

 

 

Article XX     FORCE MAJEURE.

Except for payment obligations, neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, pandemic, riot, natural disaster, failure or diminishment of telecommunications, or refusal of a license by a government agency. If a force majeure event prevents a party’s performance hereunder for more than ten (10) days, the other party may terminate this Agreement on written notice.

 

 

Article XXI     LOGO USAGE.

During the term of this Agreement and for a reasonable wind-down period thereafter, H2O may use Customer’s name and logo on its website and in marketing materials as part of a general list of customers.

 

 

Article XXI     GENERAL.

• a)    This Agreement represents the complete agreement concerning the Solution between the parties, to the exclusion of all other terms and supersedes all prior agreements and representations between them; provided, however, that if there is already a mutually-signed agreement between H2O and Customer (not including any Customer purchase order or similar document) covering Customer’s purchase of a license to use the Solution, then the express terms of that signed agreement will govern to the extent they are expressly contrary to this Agreement. Any additional terms or conditions contained in any Customer purchase order or other ordering document (such as a link to Customer’s online terms and conditions) will not apply – even if the document is accepted or performed on by H2O. This Agreement may be amended only by a writing executed by both parties.  H2O may modify these Terms from time to time to reflect changes in law, regulations, industry practices, or product/service offerings. H2O will provide Customer with notice of any material changes (e.g., by email or through the Offering). Unless otherwise stated, changes will become effective thirty (30) days after notice is provided. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of H2O to act with respect to a breach of this Agreement by Customer or others does not constitute a waiver and shall not limit H2O’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to Customer and may not be assigned or transferred for any reason whatsoever without H2O’s consent, and any action or conduct in violation of the foregoing shall be void and without effect. H2O expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. 

• b)    This Agreement is subject to H2O’s Privacy Policy located at: https://h2o.ai/legal/privacy/ and the processes outlined in H2O’s Data Processing Agreement (located at https://h2o.ai/legal/dpa/). 
  

• c)    This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California, without regard to the Uniform Computer Information Transactions Act.  Without limiting Company’s right to seek injunctive or other equitable relief in court, either party may elect (by written notice given prior filing of a complaint or, in the case of the defendant, prior to answering a complaint) to resolve a dispute by binding arbitration in the English language in Santa Clara County, California under the Rules and Procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”); the decision of the arbitrator will be enforceable in any court. The JAMS Streamlined Arbitration Rules & Procedures will be used if available. Subject to the foregoing, all disputes will be subject to the sole and exclusive jurisdiction of, and venue in, the state and federal courts located in Santa Clara County, California.