L2H Cloud Hosting Terms

These L2H Cloud Hosting Terms (the “Hosting Terms”) state the terms on which L2H.ai, Inc. (“L2H”) hosts its software for a customer (“Customer”). They are part of the agreement between L2H and Customer under L2H’s Master Software License and Services Agreement (the “MSA”) when the L2H Customer Agreement, or another agreement between L2H and Customer, incorporates them. Capitalized terms that the Hosting Terms do not define have the meanings given in the MSA.

1. Application; Definitions

1.1 Application. The Hosting Terms apply to all Software that L2H hosts for Customer under the MSA. They are part of the agreement between L2H and Customer, and they control over the MSA, the Acceptable Use Policy, and the Technical Support Policy on their subject matter, but not over Customer’s Customer Agreement. They do not apply to an evaluation under L2H’s Trial Access Agreement, which governs L2H-hosted evaluations.

1.2 Definitions. In the Hosting Terms:

“Hosted Environment” means the environment in L2H Cloud that L2H provisions and operates for Customer.

“L2H Cloud” means the cloud infrastructure that L2H procures and operates, through third-party cloud service providers, to host the Software for its customers.

2. Hosted Service

2.1 Access Instead of Installation. In place of the license to install and operate the Software in the Customer Environment in clause (a) of Section 3.1 of the MSA, L2H grants Customer, during the License Term, the right to access and use the Software as L2H hosts it in the Hosted Environment, within the quantities and usage metrics stated in the Order Form, solely for Customer’s internal business purposes and in accordance with the Documentation. Clause (b) of Section 3.1 of the MSA does not apply. Each reference in the MSA to the Customer Environment as the place where the Software is deployed is a reference to the Hosted Environment, except as the Hosting Terms state otherwise.

2.2 L2H Responsibilities. L2H will (a) provision, host, operate, monitor, and maintain the Hosted Environment; (b) install updates to the Software in the Hosted Environment; (c) maintain the security of L2H Cloud and the Hosted Environment as Section 4.1 describes; (d) perform regular backups of the Hosted Environment; and (e) pay the cost of the cloud infrastructure, compute, storage, and networking for the Hosted Environment. These responsibilities replace clauses (a) through (e) of Section 3.9 of the MSA and the statement in Section 3.5 of the MSA that Customer is responsible for installing updates.

2.3 Availability. L2H will use commercially reasonable efforts to keep the Hosted Environment available, except for scheduled maintenance, which L2H will try to perform outside business hours and with advance notice where practicable, and except for outages caused by events outside L2H’s reasonable control, including failures of cloud service providers, Third-Party Models, or Third-Party Products. L2H does not commit to a service level unless the Order Form states one.

2.4 Customer Responsibilities. Customer remains responsible, under clauses (f) and (h) of Section 3.9 of the MSA, for managing User access, authentication, and authorization and for the laws and requirements that apply to its data and its use of the Software. Clause (g) of Section 3.9 of the MSA applies only to Third-Party Models: Customer selects, configures, connects, and pays for its own Third-Party Models, including inference and token charges and the provider accounts and API keys that they require, and its other Third-Party Products, as Section 5.4 of the MSA provides. Customer authorizes L2H to transmit Customer Data from the Hosted Environment to the Third-Party Models and Third-Party Products that Customer connects, and L2H is not responsible for how they process Customer Data.

3. Customer Data in the Hosted Environment

3.1 Access and Processing. Because L2H hosts the Software, Customer Data is stored in the Hosted Environment. Section 3.4 of the MSA, to the extent that it states that L2H has no access to the Software; Section 6.2 of the MSA, to the extent that it states that Customer Data remains in the Customer Environment; and Section 3.7 of the MSA, to the extent that it states that L2H does not receive usage data, do not apply. L2H will access and process Customer Data only as needed to host, operate, secure, maintain, back up, and support the Hosted Environment; to provide the Support and Professional Services that Customer or its Authorized Reseller requests; to prevent or address security, technical, or Acceptable Use Policy issues; as Customer instructs in writing; and as law requires. Section 6.3 of the MSA applies in full to Customer Data in the Hosted Environment, and its retention limits apply to Customer Data that L2H holds outside it. L2H may collect usage information and System Data from the Hosted Environment to measure usage, to operate and secure L2H Cloud, and as Section 6.5 of the MSA permits.

3.2 Restricted Data. Customer will not store or process in the Hosted Environment protected health information or payment card data. Customer may store and process other personal information about individuals in the Hosted Environment, subject to the L2H Data Protection Addendum. The first sentence of Section 5.3 of the MSA does not apply to the Hosted Environment, and the rest of Section 5.3 of the MSA continues to apply.

3.3 Location; Cloud Providers. L2H will host the Hosted Environment, and store Customer Data in it, in data centers located in the United States. L2H uses third-party cloud service providers to provide L2H Cloud and is responsible for their performance of L2H’s obligations under the Hosting Terms.

4. Security

4.1 Safeguards. L2H will maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Hosted Environment and the Customer Data in it, consistent with commercially reasonable industry practices, as the L2H Data Protection Addendum describes in more detail. Customer is responsible for the security of its Users’ credentials, its own systems, and the Third-Party Models and Third-Party Products that it connects. The statement in Section 8.1 of the MSA that Customer is solely responsible for securing Customer Data does not apply to the Hosted Environment, and the rest of Section 8.1 of the MSA continues to apply, including its statement that L2H does not represent that it or the Software holds any third-party security certification, attestation, or government authorization.

4.2 Security Incidents. A “Security Incident” under Section 8.2 of the MSA also includes an unauthorized access to or breach of the Hosted Environment, of which L2H becomes aware, that has compromised, or is reasonably likely to have compromised, Customer Data in it. L2H is not responsible for a security incident that Customer, its Users, its credentials, or the Third-Party Models and Third-Party Products that Customer connects cause.

4.3 Suspension. In addition to Section 4.5 of the MSA, L2H may suspend access to the Hosted Environment, in whole or in part, if L2H reasonably believes that suspension is necessary to prevent or address a security threat, a violation of the Acceptable Use Policy, or harm to L2H Cloud or to other customers, or if law requires it. L2H will limit the suspension to what is reasonably necessary, give Customer notice where practicable, and restore access promptly after the cause is resolved.

5. End of the License Term

5.1 Export and Deletion. Before the License Term ends, Customer may export its Customer Data and its Customer-Owned Workflows in the formats that the Software supports. L2H may end Customer’s use of the Hosted Environment when the License Term ends, but for thirty (30) days after it ends, L2H will, upon Customer’s request, give Customer access to the Hosted Environment solely to export them. L2H will then delete the Hosted Environment and the Customer Data in it within thirty (30) days, except for copies in backups that are deleted in the ordinary course and records that law requires L2H to keep. Clause (b) of Section 10.6 of the MSA does not apply.

6. Liability

For each Order Form, the General Cap in Section 13.2 of the MSA is the amounts that L2H actually received for the Order Form, from Customer or from its Authorized Reseller, during the twelve (12) months before the first event giving rise to the liability.