End User License Agreement

A.     Definitions. In addition to terms defined elsewhere in this Agreement, the following definitions apply. “Affiliate” means, with respect to a party, any entity that controls, is controlled by, or is under common control with that party, where “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the entity. “AI Features” means the artificial intelligence and machine learning features of the Solution, including generative, predictive, and agentic functionality. “AI Output” means any content, text, code, analysis, data, prediction, recommendation, decision, action, or other output generated, produced, or initiated by AI Features, whether in direct response to a user prompt or as the result of agentic or automated functionality; AI Output does not include the underlying Solution, models, algorithms, software, prompts, configurations, or Usage Data. “Compliance Telemetry” means deployment, environment, capacity, node, cluster, user, and license-consumption information relating to Customer’s use of the Solution, excluding Customer Data, as further described in Section 1.J (Compliance Telemetry and Reporting). Compliance Telemetry constitutes Usage Data. “Customer Data” means data, content, datasets, prompts, inputs, and other materials submitted to or processed by the Solution by or on behalf of Customer, excluding Usage Data, AI Output, and H2O intellectual property. “Documentation” means H2O’s then-current end user documentation for the Solution, as made available by H2O (including electronically). “Enterprise Features” means features, modules, integrations, governance capabilities, operational tooling, security functionality, or other capabilities designated by H2O as requiring a paid subscription or commercial entitlement. “Open Source Components” means software components provided under an open source license, including the Apache License 2.0. “Reseller” means an H2O-authorized reseller, distributor, systems integrator, managed service provider, or other channel partner through which Customer procures the Solution. “Restricted Use” means any use of the Solution, AI Features, or AI Output identified as prohibited or restricted under Section 2, Section 8, or elsewhere in this Agreement. “Supported Configuration” means a deployment of the Solution that conforms to the Documentation and to any configuration, capacity, node, or environment requirements specified in the applicable Order Document. “Supported Version” has the meaning given in Section 4. For the avoidance of doubt, references in this Agreement to the “Offering” mean the Solution, and those terms are used interchangeably; references to an “Order Form” mean an Order Document.

B.     Subject to the terms of this Agreement, H2O hereby grants Customer a limited, personal, non-sublicensable, non-transferable, nonexclusive license, during the Subscription Term, to access and use the Solution — and, where the applicable Order Document so provides, to install, deploy, and operate any Software component of the Solution on systems, networks, and devices owned or controlled by Customer solely for Customer’s internal business use, only for the purposes for which the Solution is provided, only within the scope, capacity, quantities, and licensing metrics specified in the applicable Order Document, and only in accordance with the Documentation.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).

C.     Deployment Models. The Solution may be made available in one or more of the following deployment models, as specified in the applicable Order Document: (a) a “Hosted Deployment,” in which H2O or its subcontractors host and operate the Solution and Customer accesses it as a service (including H2O’s managed cloud offering and any Hosted Solution); (b) a “Self-Managed Deployment,” in which Customer installs, deploys, and operates the Solution on systems, networks, or cloud environments owned or controlled by Customer or its service providers (including on-premise, private cloud, customer-managed cloud, bring-your-own-cloud, and air-gapped environments); or (c) a “Hybrid Deployment,” combining both. Except where a provision expressly states that it applies only to a particular deployment model, every provision of this Agreement applies to all deployment models, and the license granted in Section 1.1 applies regardless of deployment model. In a Self-Managed Deployment, Customer is solely responsible for the procurement, provisioning, configuration, security, availability, monitoring, logging, patching, backup, disaster recovery, and regulatory compliance of the environment in which the Solution is deployed, and H2O has no responsibility for, control over, or access to that environment except as expressly agreed in writing. In a Hosted Deployment, H2O is responsible for the operation and security of the H2O-controlled infrastructure on which the Solution runs, in accordance with H2O’s then-current security practices and any applicable service level commitments, and Customer remains responsible for its own users, credentials, access controls, configurations, and Customer Data. A change in deployment model requires a new or amended Order Document and may result in a change in fees, licensing metrics, and support obligations.

D.     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 event, Customer remains responsible for compliance with Sections 4 and 7 and all other provisions applicable to end users.

E.     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).

F.     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 used only within the licensing metrics and quantities agreed to by H2O and Customer during the purchase process (e.g., on an order form). The applicable Order Document may specify named-user, node-based, core-based, CPU- or GPU-based, cluster-based, instance-based, environment-based, capacity-based, consumption-based, or other licensing metrics, and Customer will not exceed them. Where a GPU-based license is specified, each such license may be installed on and used with a single GPU only. Where a named-user metric applies, such users will be specific individuals named by Customer during the purchase process, or subsequently, in writing (email is sufficient).. Once such named individuals are selected by 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 Customer “AS IS.” Certain portions of the Solution may be Open Source Components subject to their applicable open source licenses, including the publicly available Apache 2.0 license (such portions will be identified upon Customer’s request). Open Source Components are governed solely by their applicable open source licenses, and nothing in this Agreement limits Customer’s rights, or expands Customer’s obligations, under those licenses. In the event of a conflict between this Agreement and an applicable open source license, that open source license will control solely with respect to the Open Source Components. Customer acknowledges that the Solution may include both Open Source Components and proprietary Enterprise Features. Enterprise Features are proprietary to H2O, are licensed and not sold, are subject solely to this Agreement and the applicable Order Document, and may be licensed on a subscription, user, node, GPU, cluster, capacity, environment, consumption, or other entitlement basis as specified in the Order Document. H2O has no obligation to provide support, maintenance, updates, security patches, or service levels for Open Source Components used independently of a paid subscription to the Solution..

G.     Enterprise Editions of Open-Source Projects. Certain elements of the Solution may consist of enterprise editions, builds, or distributions of software also made available as an open-source project. Such enterprise editions, together with any Enterprise Features, proprietary binaries, and configurations, constitute proprietary H2O technology, are licensed solely under this Agreement and the applicable Order Document, and are not licensed under any open-source license, notwithstanding that they may incorporate or derive from Open Source Components. Severable Open Source Components provided under an open-source license remain governed by that license. No open-source license grants Customer any right in or to H2O’s trademarks, service marks, trade names, product names, or edition names, and Customer will not use any of the foregoing except as expressly authorized in writing by H2O. Access to and use of enterprise editions and Enterprise Features requires a valid subscription; upon expiration or termination of the applicable Subscription Term, Customer shall cease all use of such enterprise editions and Enterprise Features and delete or destroy the associated builds and binaries in accordance with Section 10, provided that Customer may continue to use independently obtained Open Source Components under their applicable open-source licenses.

H.     Usage Limits and Overage. Customer’s use of the Solution is subject to the usage limits, capacities, entitlements, AI units, compute allocations, nodes, GPUs, clusters, instances, environments, or other metrics specified in the applicable Order Document (“Usage Limits”), including without limitation request rates, throughput, payload size limits, and concurrency limits. If Customer exceeds the applicable Usage Limits, H2O may invoice Customer (or, where Customer procures the Solution through a Reseller, may require Customer to procure the excess through such Reseller) for such excess usage at the rates specified in the applicable Order Document or, if not specified, at H2O’s then-current applicable rates, and may require Customer to purchase additional capacity, upgrade to an appropriate subscription tier, or otherwise align its usage with the applicable Usage Limits. H2O will use commercially reasonable efforts, where practicable, to notify Customer of material overages before exercising any suspension rights relating solely to excess usage, and may suspend, throttle, rate limit, or otherwise limit access to the Solution for continued or material overages that remain uncured following notice. Customer acknowledges that H2O may monitor and measure usage of the Solution for purposes of support, billing, capacity management, security, and enforcement of Usage Limits, and that, absent manifest error, H2O’s usage records and system measurements will control for purposes of calculating usage and overages.

I.     H2O may collect and use data regarding Customer’s interactions with the Solution, 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 Solution, 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. For clarity, Usage Data may include software version information, deployment metadata, approximate geographic region, enabled integrations, node or cluster configuration, runtime environment details, system performance metrics, and feature utilization analytics. Usage Data does not include Customer Data and does not include model inputs, datasets, prompts, training data, prediction outputs, or other Customer content unless expressly agreed by Customer. Where the Documentation provides the capability, Customer administrators may disable or limit telemetry collection in accordance with the Documentation, and Customer is responsible for configuring telemetry settings in accordance with its internal policies and applicable law; Customer acknowledges that disabling telemetry may limit H2O’s ability to diagnose and resolve issues, and H2O’s support obligations are correspondingly reduced to the extent it is deprived of diagnostic information as a result. Notwithstanding Customer’s ability to disable or limit telemetry collection under this Section, Customer’s obligation to provide Compliance Telemetry under Section 1.J (Compliance Telemetry and Reporting) remains in full force and effect, and nothing in this Section permits Customer to disable, block, circumvent, or interfere with H2O’s collection of Compliance Telemetry in a Hosted Deployment or in any other H2O-hosted or H2O-managed environment.

Compliance Telemetry and Reporting. (a) Purpose. H2O uses Compliance Telemetry to verify that Customer’s actual deployment and consumption remain within the license scope, metrics, and entitlements set forth in the applicable Order Document and this Agreement. (b) Self-Managed and Hybrid Deployments — Customer reporting. For any Solution or Software deployed in a Self-Managed Deployment or Hybrid Deployment (including any future products, modules, or features made available by H2O), Customer shall, upon H2O’s request no more than once per calendar month during the Subscription Term (in addition to and without limiting H2O’s audit and verification rights under Section 2), provide H2O with Compliance Telemetry and related information reasonably required by H2O to verify compliance with the applicable entitlements, in the format and by the method reasonably specified by H2O (which may include an export or reporting function made available within the Solution), within thirty (30) days of H2O’s request. This obligation applies notwithstanding any ability to disable or limit automated telemetry under Section 1.I (Usage Data); where automated telemetry is disabled or unavailable, Customer remains responsible for compiling and providing the required information. (c) Hosted and H2O-managed environments — H2O collection. For any Solution deployed in a Hosted Deployment or otherwise in an H2O-hosted or H2O-managed environment, H2O may collect, measure, and use Compliance Telemetry directly, and Customer shall not disable, block, circumvent, or interfere with such collection. Upon H2O’s request, Customer shall provide, within thirty (30) days, any license-relevant information that is not reasonably available to H2O from that environment (for example, the identities of named users where a named-user metric applies). (d) Scope of information. Compliance Telemetry may include, as applicable to the licensing metrics in the applicable Order Document: deployment and environment information; Software version; licensed and deployed capacity; node, cluster, core, GPU, instance, and environment counts; named user counts; compute or GPU utilization; and other license-consumption metrics reasonably specified by H2O. Customer will not be required to provide Customer Data, model inputs or outputs, or other business data processed through the Solution. (e) Personal data. Compliance Telemetry constitutes Usage Data under Section 1.I (Usage Data). To the extent it includes personal data, H2O will process it in accordance with Section 1.I (Usage Data) and H2O’s Privacy Policy, and Customer may provide aggregated or de-identified figures where doing so satisfies the verification purpose. (f) Excess usage. If Compliance Telemetry indicates usage exceeding the purchased entitlements, the parties will address such excess in accordance with Section 1.H (Usage Limits and Overage), and nothing in this Section limits H2O’s rights under that Section. (g) Non-compliance. Customer’s failure to provide required Compliance Telemetry within the applicable cure period set forth in Section 10 shall be deemed a breach of Section 2 and may result in suspension under Section 10.

Professional Services. From time to time, Customer may request H2O or its Affiliates to provide professional, consulting, implementation, or training services (“Professional Services”). Any Professional Services will be described in an Order Document or statement of work agreed by the parties. Unless otherwise specified in the applicable Order Document: (a) Professional Services are provided on a time-and-materials basis; (b) H2O or its designated Affiliate or service provider will perform the Professional Services in a professional and workmanlike manner; (c) Customer will reimburse H2O for reasonable pre-approved travel and related expenses; and (d) H2O retains all right, title, and interest in and to any tools, software, methodologies, and know-how used or developed in connection with the Professional Services, and grants Customer a limited, nonexclusive license to use any deliverables solely in connection with Customer’s authorized use of the Solution. Where Professional Services are performed by an H2O Affiliate or local entity designated by H2O (each, a “Service Provider”), that Service Provider is solely responsible for such services and Customer agrees to contract and, if applicable, remit payment directly to it; for clarity, all rights and obligations relating to the license and use of the Solution remain solely between Customer and H2O. Except as expressly provided in the applicable Order Document, Professional Services are not subject to any service levels, warranties, or other terms applicable to the Solution.

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); (vi) use the Solution in excess of the scope, capacity, quantities, users, nodes, GPUs, cores, clusters, instances, environments, or other Usage Limits or licensing metrics specified in the applicable Order Document; (vii) access or use any Enterprise Feature without a valid subscription or entitlement, or after the expiration or termination of the applicable Subscription Term; (viii) disable, circumvent, tamper with, or attempt to disable or circumvent any license key, entitlement check, metering, telemetry, or other technological mechanism intended to prevent, limit, meter, or control the use or copying of, or access to, the Solution; (ix) copy, relocate, or redeploy the Solution to any environment, site, or entity other than that identified in the applicable Order Document, except for a reasonable number of copies used solely for backup, archival, disaster recovery, or non-production testing purposes; or (x) provide any data, output, reports, or results created or generated using the Solution to any third party other than Customer’s Affiliates and contractors acting for Customer’s internal business purposes and bound by obligations no less protective than those in this Agreement. 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. As between the parties, Customer retains all right, title, and interest in and to Customer Data and to any outputs generated specifically for Customer through Customer’s authorized use of the Solution, excluding any underlying models, algorithms, Enterprise Features, Usage Data, or H2O intellectual property embodied therein. No intellectual property rights are otherwise assigned or transferred by either party under this Agreement. 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). Customer will provide reasonable cooperation with any audit. In a Self-Managed Deployment, Customer will, upon H2O’s reasonable written request (not more than once per Subscription Term absent a reasonably suspected breach), provide H2O with an accurate written report of its deployment, including the number and type of instances, nodes, cores, GPUs, clusters, environments, and users on which the Solution is installed or operated, together with any license key, entitlement, or metering records generated by the Solution. Audits will be conducted during normal business hours and in a manner that does not unreasonably interfere with Customer’s operations, and H2O will comply with Customer’s reasonable site security, safety, and confidentiality requirements. If an audit reveals unauthorized use, Customer shall promptly pay applicable fees and costs, without limiting H2O’s other remedies.

All information regarding the Solution, or otherwise disclosed by one party (the “disclosing party”) to the other party (the “receiving party”), that is identified as confidential, or that the receiving party 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 the disclosing party’s “Confidential Information.” The Solution, the Documentation, and the terms of this Agreement are H2O’s Confidential Information; Customer Data is Customer’s Confidential Information. The receiving party will hold all Confidential Information in confidence, protect it using at least the same degree of care it uses to protect its own confidential information of like importance (and in no event less than reasonable care), and not disclose it to any third party, unless otherwise specifically approved by the disclosing party in writing; provided that the receiving party may disclose Confidential Information to its employees, Affiliates, contractors, and professional advisors who have a need to know for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this Section 3, and the receiving party remains responsible for their compliance. Each party will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Confidential Information in its possession or control against unauthorized access, use, or disclosure. The receiving party will only use the Confidential Information for the purposes of the parties’ relationship hereunder, including as necessary to use or provide the Solution for the purposes for which it is provided. The receiving party’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 the receiving party can demonstrate: (a) is or becomes generally available to the public without fault of the receiving party; (b) was rightfully in the receiving party’s possession without restriction prior to disclosure by the disclosing party; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) was independently developed by the receiving party without use of or reference to the Confidential Information. In addition, the receiving party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that (to the extent legally permitted) it gives the disclosing party prompt written notice and reasonable cooperation, at the disclosing party’s expense, to seek confidential treatment or a protective order. Either party may disclose this Agreement to its professional advisors and to potential investors and acquirers under reasonable obligations of confidentiality. On the disclosing party’s request at any time, the receiving party will promptly return to the disclosing party (or, at the disclosing party’s request, destroy) all Confidential Information, except for (i) copies retained in routine backup or archival systems and (ii) copies required to be retained by applicable law or bona fide document retention policy, each of which will remain subject to this Section 3 for so long as retained. If requested by the disclosing party, the receiving party will provide written certification that it has complied with this Section 3.

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 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 Self-Managed Deployments (including on-premise deployments), H2O’s obligations are limited to making updates and patches available; Customer is responsible for timely installation and implementation. For Hybrid Deployments, both sets of obligations apply as relevant. Support applies only to the Solution deployed in a Supported Configuration and running a Supported Version.

Supported Versions; End of Life. Support is provided only for the then-current generally available major release of the Solution and the immediately preceding generally available major release (each, a “Supported Version”). Unless otherwise specified by H2O in the Documentation or by written notice, the immediately preceding major release will remain a Supported Version for up to twelve (12) months following the general availability of the newer major release. Customer is responsible for implementing the updates and upgrades necessary to remain on a Supported Version, and H2O’s obligation to provide support is contingent upon Customer’s use of a Supported Version in a Supported Configuration. H2O may require Customer to implement updates, patches, or upgrades as a condition of receiving support where reasonably necessary to address material security, operational, compatibility, or performance issues, and H2O is not responsible for delays in support resulting from Customer’s failure to timely implement them. H2O may designate versions, features, integrations, or dependencies as end-of-life (“EOL”) upon reasonable notice, following which H2O may discontinue support, maintenance, security updates, and compatibility commitments for such items. H2O shall have no obligation to provide support, including troubleshooting, maintenance, patches, or error correction, for versions that are not Supported Versions, for deployments that are not in a Supported Configuration, for Open Source Components used independently of a paid subscription to the Solution, or for modifications not made or authorized by H2O.

Reproduction Environment. For Self-Managed Deployments and Hybrid Deployments, Customer is responsible for maintaining a non-production “Stage Environment” that is structurally representative of Customer’s production environment across the full technology stack (infrastructure, platform, and application layers), including equivalent configurations, integrations, and multi-node architecture, provided that the Stage Environment’s compute, storage, or node capacity may be lower than production, consistent with any minimum specifications set forth in the Documentation or the applicable Order Document. The Stage Environment must at all times comprise a multi-node cluster of no fewer than two (2) nodes (or such greater number as specified in the Documentation or the applicable Order Document), so that multi-node operations and issues can be reproduced and validated. H2O’s obligations to investigate, prioritize, or provide a workaround or fix for a reported error, including under Section 7, are contingent upon Customer’s ability to reproduce, or reasonably assist H2O in reproducing, the reported error in a Stage Environment meeting the foregoing requirements, and H2O may reasonably delay or decline to prioritize investigation of an error that Customer cannot reproduce or facilitate reproduction of in such a Stage Environment.

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). If Customer is required by applicable law to withhold or deduct any amount from payments due to H2O, Customer will pay the required amount itself and will not reduce the amount paid to H2O on account thereof, so that H2O receives the full amount invoiced. All fees (“Fees”) are due net thirty (30) days from H2O’s invoice which will be sent on the start of the Subscription Term 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 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 to pay the full value for all years regardless of payment method (i.e., ‘cloud credits’ or monetary payment). For example, in a three-year deal, 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).

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 use of any AI Features or AI Output for a Restricted Use; (iv) Customer’s failure to maintain the human oversight, review, or approval mechanisms required under this Agreement with respect to AI Features or agentic functionality; (v) any product, service, or decision offered, made, or automated by Customer that incorporates, relies on, or is derived from AI Output; (vi) Customer’s failure to obtain any regulatory approval, license, certification, or consent required for its particular use of the Solution or AI Features; (vii) Customer’s deployment, operation, configuration, or security of any environment in which the Solution is deployed in a Self-Managed Deployment; or (viii) 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 Solution 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 Solution so it is no longer infringing, (b) obtain the right for Customer to continue using the Solution or (c) terminate the Agreement upon thirty (30) days’ notice and refund (or, where Customer procured the Solution through a Reseller, cause to be refunded through that Reseller) any pro-rata unused, pre-paid license fees paid for the Solution. 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; (vii) any AI Output or other output generated by the Solution; or (viii) any Open Source Components or third-party materials.

D.     Indemnification Procedure. The party seeking indemnification (the “indemnified party”) will promptly notify the indemnifying party of the claim, grant the indemnifying party sole control of the defense and settlement (provided that the indemnifying party will not settle any claim in a manner that imposes any non-monetary obligation on, or requires any admission of liability by, the indemnified party without its prior written consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense. Failure to provide prompt notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced thereby. The remedies in this Section 6 are each party’s sole and exclusive remedy, and the indemnifying party’s entire liability, for the claims covered by this Section 6.

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) the Solution will conform materially with the Documentation when operated in a Supported Configuration and a Supported Version. 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”).

H2O may provide features or functionality intended to support Customer’s internal governance, risk management, security, or compliance processes. Customer acknowledges that use of the Solution does not, by itself, ensure compliance with any law, regulation, framework, or industry standard (including SOC 2, ISO 27001, or ISO 42001), and Customer remains solely responsible for its compliance obligations. Customer is responsible for ensuring that it has all necessary rights and permissions to submit Customer Data and that such data complies with applicable laws, including data protection and privacy laws. Customer should not submit sensitive personal data or regulated data unless appropriate safeguards are in place. In a Self-Managed Deployment, the warranty in this Section 7 applies only to the Solution as delivered by H2O and operated in a Supported Configuration and Supported Version, and does not extend to Customer’s environment, infrastructure, configurations, or third-party integrations.

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.

AI Output, Attribution, and Agentic Features

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

• produce probabilistic, incomplete, or inaccurate results;
• generate content that is incorrect, misleading, offensive, harmful, or otherwise unsuitable;
• initiate or recommend tasks, workflows, or actions that are unexpected, unintended, or inconsistent with Customer’s objectives; and
• 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.

Customer Responsibilities:

• 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.
• Customer must maintain adequate human oversight and implement appropriate approval, safeguard, override, or shutdown mechanisms when using AI Features, particularly any agentic functionality.
• All decisions made or actions taken based on AI outputs or agentic behaviors are at Customer’s sole risk.

H2O disclaims all liability arising from or relating to Customer’s use of, reliance on, or failure to supervise AI Features.

Customer further acknowledges that AI outputs are generated by the Solution’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.

The Solution and its outputs are not intended to constitute, and do not constitute, legal, medical, financial, safety, or other professional advice.

Third-Party Data, Integrations, 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 Solution, 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 Solution is accurate, lawful, and appropriate for the intended use.

Regulatory and Legal Compliance

The Solution may enable access to artificial intelligence models or services provided by third parties (“Third-Party Models,” each from a “Model Provider”), whether enabled by default or selected by Customer. Customer’s use of any Third-Party Model, and any inputs submitted to and outputs received from it, is subject to the applicable Model Provider’s terms, acceptable-use, and other policies (“Model Provider Terms”), as updated from time to time, and Customer is responsible for reviewing and complying with them. Customer acknowledges that Model Providers process inputs and outputs under their own terms and privacy practices, which H2O does not control, and Customer is responsible for having all rights and consents necessary to submit data to, and use outputs from, the Third-Party Model and for not submitting prohibited data. H2O makes no representation or warranty regarding, and disclaims all liability for, any Third-Party Model or its outputs, or any Model Provider’s suspension, modification, deprecation, or discontinuation of a Third-Party Model.

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

• the General Data Protection Regulation (GDPR),
• the California Consumer Privacy Act (CCPA),
• the Health Insurance Portability And Accountability Act (HIPAA),
• the EU Artificial Intelligence act, or
• 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 Solution and any AI utputs complies with all applicable laws, regulations, and industry standards.

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:

• medical diagnosis or treatment,
• biometric identification or surveillance,
• emergency services,
• nuclear facilities,
• critical infrastructure,
• aircraft navigation or communication,
• autonomous vehicles,
• military or weapons systems, or
• high-risk financial or safety-critical decision-making.

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

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 Solution. For evaluation, beta, or trial use, no warranties of any kind are provided.

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, ACROSS ALL CLAIMS AND ALL ORDER DOCUMENTS, IN EXCESS OF THE FEES PAID FOR THE SOLUTION BY CUSTOMER (TO H2O oR AN AUTHORIZED RESELLER 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. THE LIMITATIONS IN THIS SECTION 9 DO NOT LIMIT CUSTOMER’S OBLIGATION TO PAY FEES DUE, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, OR CUSTOMER’S LIABILITY FOR BREACH OF SECTION 2 (RESTRICTIONS) OR SECTION 3 (CONFIDENTIALITY). THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 9 AND THE DISCLAIMERS IN SECTION 8 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

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. Separately from termination, and without limiting its other rights or remedies, H2O may suspend Customer’s access to and use of the Solution (in whole or in part, including by disabling any license key or entitlement) immediately upon notice if Customer breaches Section 2 (Restrictions), fails to provide Compliance Telemetry when required under Section 1.J (Compliance Telemetry and Reporting), or where suspension is reasonably necessary to prevent a material security risk, unlawful use, or a violation of applicable export control or sanctions laws. H2O will promptly restore access upon cure or resolution of the condition giving rise to the suspension, and no suspension under this Section relieves Customer of its obligation to pay Fees. 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 10, H2O will refund (or, where Customer procured the Solution through a Reseller, cause to be refunded through that Reseller) any pro-rata unused, pre-paid license fees paid for the Solution. 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 Document, the licenses granted therein shall immediately terminate, Customer shall immediately cease all use of the Solution and all Enterprise Features, and any associated license keys or entitlements shall be deemed automatically revoked. In a Self-Managed Deployment, Customer shall, within thirty (30) days, delete or destroy all copies of the Software in its possession or control (excluding Open Source Components used independently under their applicable open source licenses, and excluding routine backup or archival copies, which remain subject to this Agreement for so long as retained) and, upon H2O’s request, certify such deletion or destruction in writing signed by an authorized officer. . Sections 2, 3 and 5 through 16, and all accrued rights to payment, shall survive termination of this Agreement. Notwithstanding the first three sentences of this Section 10, where the applicable Order Document or a separately negotiated and executed master agreement between H2O and Customer specifies a different initial term, renewal mechanism, or non-renewal notice period for the Solution, those terms will control.

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.

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. Customer represents and warrants that neither it nor any of its Affiliates or users is (i) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, or (ii) identified on, or owned or controlled by a person identified on, any restricted party list maintained by OFAC, the U.S. Department of Commerce Bureau of Industry and Security, the U.S. Department of State, or any other applicable authority. Customer will not provide access to the Solution to any such person, and will not use or permit the use of the Solution for any end use prohibited by applicable export control or sanctions laws, including any nuclear, chemical or biological weapons, or missile technology end use. In a Self-Managed Deployment, Customer is solely responsible for controlling the geographic locations in which the Solution is installed, accessed, and operated. 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.

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.

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.

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.

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 Solution). 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. No Reseller, distributor, or other third party is authorized to modify, waive, or supplement this Agreement or to make any representation, warranty, or commitment on H2O’s behalf, and no term of any agreement between Customer and a Reseller will bind H2O or alter this Agreement. This Agreement confers no rights on any third party, and there are no third-party beneficiaries. The parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship between them. Notwithstanding anything to the contrary, either party may seek injunctive or other equitable relief for any actual or threatened breach of Section 2 or Section 3 without the necessity of posting a bond or proving actual damages. This Agreement may be executed and accepted in counterparts, including by electronic signature or electronic acceptance, each of which is deemed an original and which together constitute one instrument. If any conflict arises between this Agreement and an Order Document, this Agreement controls, except that the Order Document controls solely as to the specific products or services purchased, quantities, licensing metrics, pricing, payment and billing schedule, deployment model, and Subscription Term expressly set forth in it; no Order Document modifies, limits, waives, or supersedes any warranty disclaimer, indemnification obligation, limitation of liability, confidentiality obligation, or restricted use provision of this Agreement unless it expressly identifies the Section being modified and is signed by an authorized legal representative of H2O.

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/).

Where H2O processes personal data contained in Customer Data on Customer’s behalf — which ordinarily occurs in a Hosted Deployment, or where H2O provides support or professional services involving access to Customer Data — such processing is governed by H2O’s Data Processing Agreement referenced above. In a Self-Managed Deployment, H2O does not host, store, or have access to Customer Data in the ordinary course; Customer is solely responsible for determining the purposes and means of processing Customer Data, for the security of the environment in which Customer Data is processed, and for compliance with applicable data protection law in respect of that processing; and the Data Processing Agreement applies only to the limited extent H2O actually processes personal data on Customer’s behalf. Nothing in the Data Processing Agreement obliges H2O to access, monitor, or take custody of Customer Data in a Self-Managed Deployment.

B.     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.