Master Software License and Services Agreement

This Master Software License and Services Agreement (this “MSA”) is entered into as of the Effective Date by and between L2H.ai, Inc., a Delaware corporation with offices at 1775 Tysons Blvd, 5th Floor, McLean, Virginia 22102 (“L2H”), and the customer identified in the applicable Order Form or in the signature block below (“Customer”). L2H and Customer are each a “Party” and together the “Parties.”

Acceptance. If an Order Form incorporates this MSA, Customer is not required to sign this MSA separately. Customer accepts this MSA upon the earliest of (a) Customer’s signature of an Order Form, (b) Customer’s issuance of a purchase order, delivery order, or other procurement instrument that references an Order Form, or (c) Customer’s first installation or use of the Software. If the Parties sign this MSA, the Effective Date is the date of the last signature below.

L2H licenses commercial software that Customer deploys and operates in infrastructure that Customer controls. L2H does not host, operate, or administer that infrastructure unless an Order Form expressly says otherwise. This MSA governs Customer’s license to the Software and the related support and services that L2H provides.

1. Definitions

1.1 Defined Terms. Capitalized terms have the meanings given below or elsewhere in this MSA.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity or the power to direct its management and policies.

“Agreement” has the meaning given in Section 2.1.

“AI Output” or “Output” means text, code, images, analyses, or other content generated by the Software or by a Third-Party Model in response to input submitted by or for Customer.

“Airwall” means Airwall, L2H’s embedded agent for ServiceNow, an Embedded Agents implementation. A reference to “Airwall” or to the Embedded Agent for ServiceNow in any order, quote, purchase order, or other document is a reference to that product.

“Anvil” means Anvil, L2H’s embedded agent for VS Code, an Embedded Agents implementation.

“Atlas” means Atlas, L2H’s embedded agent for the browser, an Embedded Agents implementation.

“Authorized Reseller” means a reseller that L2H has authorized in writing to resell licenses to the Software.

“Beta Services” means products, features, integrations, or services that L2H designates as “alpha,” “beta,” “pilot,” “limited release,” “developer preview,” “non-production,” “early-stage,” or with a similar designation, and that L2H makes available to Customer on an optional basis.

“BluePrints” means prebuilt, out-of-the-box workflows that L2H includes with the Agentic Command Center and designates as “BluePrints” in the Documentation. An unmodified BluePrint may be run an unlimited number of times in production and non-production environments, and its executions are not metered. A BluePrint that is cloned, forked, copied, or materially modified is a Customer Workflow.

“Customer Data” means data and content that Customer or its Users submit to the Software, including AI Output. Customer Data does not include System Data, the Software, any Customer Workflow, or any L2H Materials.

“Customer Environment” means the infrastructure that Customer or its designated contractors own, operate, control, or are authorized to use, including cloud accounts, virtual networks, clusters, on-premises systems, and disconnected or air-gapped environments, in which the Software is deployed.

“Customer Workflow” means any workflow, agent configuration, prompt, template, schema, or similar workflow definition that Customer or its Users author or create using the Software (including Workflow Builder), and any BluePrint that Customer clones, forks, copies, or materially modifies.

“Customer-Owned Workflow” means a Customer Workflow that belongs to Customer under Section 6.4.

“Designated Production Environment” means each environment that is identified as a production environment in the applicable Order Form and confirmed by L2H. Customer may have more than one Designated Production Environment. Development, test, staging, preview, validation, and authoring environments are not Designated Production Environments.

“Documentation” means L2H’s then-current user guides, operating manuals, and technical documentation for the Software.

“Effective Date” means the effective date of the first Order Form that incorporates this MSA or, if the Parties sign this MSA, the date of the last signature below, whichever is earlier.

“Feedback” means suggestions, comments, enhancement requests, or other input that Customer or its Users provide to L2H about the Software or the Services.

“Free Trial” means an evaluation of the Software under L2H’s Trial Access Agreement.

“Government Customer” means a customer that is a Government Agency Customer, a Government Contractor Customer, or a State and Local Government Customer, each as defined in the Government Addendum.

“Government Addendum” means L2H’s Government Addendum, which applies when Customer is a Government Agency Customer, a Government Contractor Customer, or a State and Local Government Customer (each as defined in the Government Addendum).

“License Key” means an electronic key, token, or file that L2H issues to enable the Software for a License Term.

“License Start Date” means the date stated as such in the applicable Order Form or, if the Order Form states none, the date on which L2H first makes the Software and License Keys available to Customer.

“License Term” means the period, measured in months, that begins on the License Start Date and continues for the number of months stated in the applicable Order Form, as extended by any Renewal Term.

“L2H Materials” means the Software, the Documentation, BluePrints, Professional Services Materials, the Customer Workflows that belong to L2H under Section 6.4, System Data, and all updates, improvements, modifications, and derivative works of any of them. L2H Materials do not include a Customer-Owned Workflow, except for any BluePrint or other L2H Material that it uses, contains, or is built from.

“Named User” means a unique individual whom Customer authorizes to use a per-user Software product. Named Users are counted by unique login credentials or unique system identifiers. Service accounts and machine-to-machine integrations that do not represent a unique individual are not Named Users unless the Order Form says otherwise. Each per-user product is licensed separately, so an individual who uses two per-user products consumes one license of each.

“Order Form” means an ordering document issued or approved by L2H that identifies the Software, License Term, quantities, and usage metrics and, for an order that Customer places directly with L2H, the fees. An Order Form includes one that L2H issues for an order that Customer places through an Authorized Reseller, which does not state fees.

“Production Custom-Workflow Execution” means one top-level invocation of a Customer Workflow in a Designated Production Environment. Individual nodes, agent workers, auto-sharded tasks, system-generated retries, and subworkflow steps within an invocation are not separate executions. A rerun of the top-level Customer Workflow that Customer initiates is a new execution. An execution that fails because of an identified L2H platform error is not counted. An execution that fails because of Customer’s configuration, unavailable third-party systems, invalid inputs, or Customer Workflow logic is counted. L2H determines whether a failure is attributable to a platform error, acting reasonably and in good faith.

“Professional Services” means implementation, configuration, training, consulting, or similar services that L2H performs for Customer under a Statement of Work or an Order Form.

“Professional Services Materials” means deliverables, documentation, scripts, connectors, plugins, and training materials that L2H creates or provides in performing Professional Services.

“Restricted Data” has the meaning given in Section 5.3.

“Security Incident” has the meaning given in Section 8.2.

“Services” means Support and Professional Services.

“Software” means L2H’s commercially available software products identified in an Order Form, which may include the Agentic Command Center and the add-on products Chat, Workflow Builder, and Embedded Agents, together with BluePrints, updates, and License Keys that L2H provides. “Software” does not include Third-Party Products.

“Statement of Work” or “SOW” means a document, signed or approved by both Parties, that describes Professional Services.

“Support” means technical support that L2H provides under the Technical Support Policy.

“System Data” means anonymized, de-identified, or aggregated data about the operation or performance of the Software that does not identify Customer or any individual and that L2H receives under Section 6.5.

“Technical Support Policy” means L2H’s Technical Support Policy delivered with the Order Form.

“Third-Party Model” means a large language model or other machine learning model that is not owned by L2H, including a model that Customer connects to the Software through an application programming interface or hosts in the Customer Environment.

“Third-Party Products” means products, services, software, data, integrations, and systems that are not provided by L2H, including Third-Party Models, the providers of those models, ServiceNow instances, cloud platforms, and other systems that Customer chooses to use with the Software.

“User” means an individual whom Customer authorizes to use the Software, including employees, contractors, and consultants of Customer and its Affiliates.

2. Agreement Structure; Orders; Purchases Through Authorized Resellers

2.1 Components. This MSA, each Order Form, each SOW, the Acceptable Use Policy, the Technical Support Policy, and, if it applies, the Government Addendum together make up the agreement between the Parties (the “Agreement”). The Acceptable Use Policy, Technical Support Policy, and Government Addendum are incorporated by reference in the versions delivered with the Order Form. This MSA replaces any prior end user license agreement for the Software.

2.2 Order of Precedence. If the documents that make up the Agreement conflict, they take priority in this order: (a) the Government Addendum, if it applies; (b) the applicable Order Form, but only as to the Software, quantities, License Term, usage metrics, Designated Production Environments, support tier, and fees; (c) this MSA; (d) the Acceptable Use Policy; and (e) the Technical Support Policy. An Order Form may modify a specific section of this MSA only if the Order Form identifies the section by number and states that it modifies that section. A purchase order, procurement instrument, or Customer-issued terms do not modify the Agreement, even if L2H processes the order, except for mandatory terms required by applicable law (and, for Government Customers, as provided in the Government Addendum).

2.3 Orders. Customer may order Software and Services by executing an Order Form or an SOW. An Order Form is binding when L2H issues or approves it and Customer accepts it under the acceptance paragraph above. All orders are non-cancelable and, except as this Agreement expressly provides, fees paid are non-refundable.

2.4 Purchases Through Authorized Resellers. If Customer purchases licenses, or Professional Services under an SOW, through an Authorized Reseller, then: (a) this MSA governs Customer’s license to and use of the Software, including Software that the Authorized Reseller has incorporated into, or packaged with, its own product, and the Order Form that L2H issues for Customer’s order identifies the Authorized Reseller; (b) price, invoicing, payment terms, and taxes for the order are between Customer and the Authorized Reseller and are not stated in the Order Form or SOW, and Article 9 does not apply to amounts Customer pays to the Authorized Reseller; (c) the Authorized Reseller has no authority to modify this Agreement, to make any warranty or commitment on L2H’s behalf, or to grant any right in the Software; and (d) if this Agreement entitles Customer to a refund or credit, L2H will pay the refund or credit to the Authorized Reseller for the benefit of Customer, limited to the amount that L2H actually received from the Authorized Reseller for the affected portion of the order, and the Authorized Reseller is responsible to Customer for any remaining amount. Customer acknowledges that L2H may share information about Customer’s order with the Authorized Reseller to administer it.

2.5 Affiliates. An Affiliate of Customer may enter into an Order Form under this MSA, in which case the Affiliate is “Customer” for that Order Form only. Customer may permit its Affiliates’ employees, contractors, and consultants to use the Software as Users, but this does not give any Affiliate that has not signed an Order Form any right under this Agreement. Customer is responsible for the acts and omissions of its Affiliates and Users.

3. License Grant; License Term; Restrictions; Usage Verification

3.1 License Grant. Subject to this Agreement and the applicable Order Form, L2H grants Customer, during the License Term, a non-exclusive, non-transferable, non-sublicensable, limited license to (a) install, deploy, configure, and operate the Software in the Customer Environment, within the quantities and usage metrics stated in the Order Form, solely for Customer’s internal business or mission purposes and in accordance with the Documentation; (b) make a reasonable number of copies of the Software for backup, disaster recovery, and non-production use in the Customer Environment as the Documentation permits; and (c) copy and use the Documentation in connection with the licensed use of the Software. The Software is licensed, not sold. L2H reserves all rights not expressly granted.

3.2 License Term. Each license is a term license. The License Term is measured in months, as stated in the applicable Order Form, and begins on the License Start Date. Customer’s right to use the Software ends when the License Term ends. The Order Form may state different License Terms for different products.

3.3 Usage Metrics. The Order Form states the usage metric for each product. Unless the Order Form says otherwise: (a) the Agentic Command Center is licensed per deployment, with unlimited users and unlimited, unmetered executions of unmodified BluePrints; (b) Chat and each Embedded Agents implementation are licensed per Named User per month; and (c) Workflow Builder is licensed in buckets of Production Custom-Workflow Executions, and only executions in a Designated Production Environment consume a bucket. Customer may author, test, validate, and stage Customer Workflows in non-production environments without those executions being counted. No usage limit applies during a Free Trial.

3.4 License Keys; No Remote Access. L2H issues License Keys for each License Term, and Customer will not circumvent, disable, or share License Keys or any usage limit. Where the Software includes license-key functionality, the Software may stop operating, or operate in a restricted mode, when a License Key expires, and that functionality operates within the Customer Environment. L2H does not have the ability to access, modify, monitor, or disable Software deployed in the Customer Environment, and will not attempt to do so, unless Customer grants that access in writing for a specific purpose.

3.5 Updates and Delivery. During the License Term, L2H will make generally available updates to the Software available to Customer by a mutually agreed method, such as a secure download portal, encrypted transfer, or physical media for air-gapped environments. Customer is responsible for installing updates. L2H is not required to support versions of the Software older than the current release and the immediately preceding major release.

3.6 License Restrictions. Customer and its Users will not, and will not allow any third party to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, models, prompts, schemas, or underlying structure or algorithms of the Software, except to the extent applicable law permits despite this restriction;

(b) modify, translate, or create derivative works of the Software, except for Customer Workflows created using the Software’s intended functionality and configuration permitted by the Documentation;

(c) copy, rent, lease, lend, sell, distribute, sublicense, pledge, assign, or otherwise transfer or encumber the Software, except as this Agreement expressly permits;

(d) use the Software for the benefit of any third party, make it available to any third party, or operate it as a service bureau or hosted service for others, except for Users and as the Order Form permits;

(e) use the Software or L2H Materials to develop or commercialize a competing product or service, or publish the results of any benchmark or competitive analysis of the Software without L2H’s prior written consent;

(f) circumvent, disable, or tamper with a License Key, a usage limit, or any technical protection in the Software, or use the Software beyond the quantities, metrics, or License Term stated in the Order Form;

(g) probe, scan, or test the vulnerability of L2H’s software distribution, license management, or support systems, or breach their security or authentication measures, without L2H’s authorization;

(h) remove or alter any proprietary notice in the Software or Documentation;

(i) store or transmit malicious code through or into the Software; or

(j) use the Software in violation of applicable law, the Acceptable Use Policy, or the terms of any Third-Party Product.

3.7 Usage Records and Verification. L2H does not automatically receive usage data from the Software. To allow L2H to confirm that Customer’s use is within the licensed scope, Customer will:

(a) keep accurate records of Named Users and Production Custom-Workflow Executions for each License Term, using the usage reporting functionality of the Software or other reliable records;

(b) within thirty (30) days after L2H’s written request, which L2H will make no more than once in any twelve (12) month period, deliver a written certification, signed by an authorized officer or contracting representative, of the quantity of Named Users and Production Custom-Workflow Executions during the period requested, together with the supporting usage report generated by the Software or Customer’s records; and

(c) if L2H has a reasonable, good-faith basis to question the accuracy of a certification, cooperate with a reasonable verification procedure, which may be performed by Customer personnel (including through a screen-sharing session that Customer controls) and which does not require L2H to access the Customer Environment. Customer may redact information as needed to protect classified, controlled, or otherwise sensitive information.

If a certification or verification shows that Customer used the Software beyond the licensed scope, Customer will, within thirty (30) days after L2H’s invoice, pay for the excess use at the rates in the applicable Order Form (or, if none, L2H’s then-current rates), calculated from the date the excess use began. If the excess use exceeds five percent (5%) of the licensed quantity, Customer will also reimburse L2H’s reasonable verification costs. Payment for excess use does not waive any other remedy of L2H for use outside the license. For Government Agency Customers, this paragraph is subject to the Government Addendum.

3.8 Open Source. The Software may include open source components that are governed by their own licenses. L2H will identify those components upon written request. Nothing in this Agreement limits Customer’s rights under an open source license with respect to an open source component.

3.9 Customer Environment. The Software is deployed in the Customer Environment. Customer is solely responsible for: (a) provisioning and maintaining the Customer Environment, including hardware, operating systems, virtual infrastructure, container platforms, networking, storage, and related dependencies; (b) installing, configuring, operating, monitoring, and administering the Software, except to the extent L2H has agreed in an Order Form or SOW to perform Professional Services for those activities; (c) security configuration, hardening, patching (other than L2H application-level patches), and security controls; (d) network design, connectivity, and boundary protections; (e) backup, disaster recovery, and business continuity; (f) managing User access, authentication, and authorization; (g) the cost of cloud, compute, storage, and Third-Party Model usage, which Customer pays directly to the applicable provider; and (h) compliance with all laws, regulations, and security requirements that apply to the Customer Environment, including, for Government Customers, FISMA, NIST publications, FIPS, risk management framework processes, authorization to operate decisions, and agency-specific policies. L2H provides software and advisory assistance only. L2H does not provide managed services, system administration, or operational monitoring unless an Order Form or SOW expressly says so.

4. Support, Professional Services, and Other L2H Obligations

4.1 Support. During the License Term of a paid Order Form, L2H will provide Support in accordance with the Technical Support Policy and the support tier stated in the Order Form. All Support is provided remotely. L2H personnel will not access Customer’s systems, networks, or environments unless Customer separately authorizes access in writing, and will otherwise work from logs, screenshots, and other information that Customer sanitizes and provides through approved channels. Customer’s sole and exclusive remedy for L2H’s failure to provide Support with reasonable skill and care is re-performance of the affected Support.

4.2 Professional Services. L2H will perform Professional Services described in an SOW or Order Form in a professional and workmanlike manner. A change to an SOW is effective only if both Parties agree to it in writing. Unless the SOW states otherwise, Professional Services Materials are L2H Materials, and L2H grants Customer a non-exclusive, non-transferable, non-sublicensable license to use them during the License Term in connection with the Software. L2H may use subcontractors to perform Professional Services and is responsible for their performance. Customer will provide the access, information, and cooperation that L2H reasonably needs to perform Professional Services, and L2H is not responsible for delays caused by Customer’s failure to do so.

4.3 Changes to the Software. The features of the Software may change over time. During a License Term, L2H will not materially decrease the overall functionality of the Software that Customer has licensed. Customer’s purchase is not contingent on L2H delivering any future feature, and Customer is not relying on any oral or written statement by L2H or its representatives about future functionality.

4.4 Beta Services and Free Trials. Beta Services are optional. They may contain bugs or defects, have not undergone the testing or security review that applies to generally available Software, and are provided “AS IS” without warranty, support commitment, or indemnity. Customer assumes all risk of deploying Beta Services in the Customer Environment. L2H may discontinue Beta Services at any time. Free Trials are governed by the Trial Access Agreement, and if Customer converts a Free Trial to a paid license, this Agreement governs from the License Start Date.

4.5 Suspension of License Entitlements. L2H may suspend issuing License Keys, updates, or Support to Customer if (a) Customer materially breaches Section 3.6 or the Acceptable Use Policy; (b) Customer fails to pay undisputed fees that Customer owes directly to L2H within thirty (30) days after written notice of non-payment; or (c) continued provision of updates or License Keys to Customer would imminently threaten the security or integrity of L2H’s software distribution systems or other customers’ use of L2H products. L2H will use commercially reasonable efforts to give Customer written notice at least ten (10) business days before a suspension under clause (a) or (b) and, where practicable, an opportunity to cure. L2H will restore the suspended entitlements promptly after the condition is resolved. A suspension does not extend the License Term or entitle Customer to a refund. For Government Customers, a suspension is also subject to the Government Addendum.

5. Customer Responsibilities; Restricted Data

5.1 Accounts and Users. Customer will designate administrators for the Software, is responsible for the security of its Users’ credentials, and is responsible for all activity under its Users’ credentials. Customer is responsible for its Users’ compliance with this Agreement.

5.2 Compliance; Customer Data. Customer is responsible for the legality, accuracy, and quality of Customer Data, for obtaining all consents and providing all notices required by law for its submission and processing of Customer Data, and for its use of the Software and AI Output in compliance with applicable law. Customer represents and warrants that it has obtained all legally required consents and permissions, and has made all legally required disclosures, for the submission and processing of Customer Data in the Software.

5.3 Restricted Data. Customer may process any category of data in the Software within the Customer Environment if Customer has the legal authority to do so and complies with applicable law, because Customer Data remains in the Customer Environment. L2H, however, does not need, and its personnel and systems are not designed or authorized to receive, classified information, Controlled Unclassified Information, protected health information, payment card data, export-controlled technical data, or personal information about individuals (other than business contact information) (collectively, “Restricted Data”). Customer will not submit Restricted Data to L2H, including in support requests, logs, screenshots, diagnostic exports, or other materials, and will sanitize those materials before providing them. L2H personnel do not hold security clearances. If Customer submits Restricted Data to L2H in breach of this Section, L2H may delete or return it and may suspend its review of the affected materials, and L2H has no liability for the Restricted Data or its disclosure. A different arrangement is effective only if L2H agrees to it in a signed SOW.

5.4 Third-Party Products and Third-Party Models. Customer may choose to use Third-Party Products, including Third-Party Models, with the Software. Customer is solely responsible for its selection and use of Third-Party Products, for obtaining and paying for all licenses, API keys, and subscriptions they require, and for complying with their terms and usage policies. Customer authorizes the Software to exchange Customer Data with the Third-Party Products that Customer configures. L2H does not control, and is not responsible for, any Third-Party Product, including its availability, accuracy, security, or handling of Customer Data, or any act or omission of its provider. L2H may stop supporting an integration with a Third-Party Product if its provider changes or discontinues the product or its interface, and Customer is not entitled to a refund or credit for that reason.

5.5 Security Controls; Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Software and will promptly notify L2H if it becomes aware of any unauthorized use of the Software or breach of Section 3.6.

6. Ownership; Customer Data; Customer Workflows; AI Output

6.1 L2H Materials. As between the Parties, L2H owns all right, title, and interest, including all intellectual property rights, in and to the L2H Materials. No rights are granted to Customer in the L2H Materials except the licenses expressly stated in this Agreement.

6.2 Customer Data. As between the Parties, Customer owns all right, title, and interest in and to Customer Data. Because the Software is deployed in the Customer Environment, Customer Data remains in the Customer Environment and under Customer’s control during normal operation of the Software. To the extent L2H personnel receive any Customer Data in connection with Support or Professional Services (for example, sanitized logs, screenshots, or diagnostic exports), Customer grants L2H a non-exclusive, non-transferable, non-sublicensable, revocable license to use that Customer Data solely to perform those Services for Customer.

6.3 No Training; Retention. L2H will not use Customer Data to train, improve, or develop any machine learning model, algorithm, or L2H product or service. L2H will not retain Customer Data beyond the period reasonably necessary to perform the Support or Professional Services for which Customer provided it, and will delete or return that Customer Data when the engagement ends or earlier upon Customer’s written request, except as applicable law requires.

6.4 Customer Workflows. As between the Parties, ownership of each Customer Workflow depends on who builds it: (a) a Customer Workflow that L2H builds, including in performing Professional Services, belongs to L2H; (b) a Customer Workflow that Customer or its Users build without L2H’s help belongs to Customer; and (c) a Customer Workflow that L2H helps Customer or its Users build belongs to L2H, unless the Parties sign a separate written agreement, such as an SOW, that identifies the Customer Workflow and states who owns it. Ordinary Support and answers to questions are not help for purposes of this Section. A Customer Workflow that an Authorized Reseller or other third party builds for Customer without L2H’s help is not an L2H Material, and its ownership is between Customer and that third party. Customer does not acquire any right in the Software, a BluePrint, or any other L2H Material by building a Customer-Owned Workflow, even if the Customer-Owned Workflow uses, contains, or is built from it. During the License Term, L2H grants Customer the right to create, use, and modify Customer Workflows within the Software as part of the license in Section 3.1. When the License Term for the related Software ends, or the license is terminated, Customer’s right to use the Customer Workflows that belong to L2H ends, and Customer will cease using them. Customer may export its Customer Data and its Customer-Owned Workflows at any time in the formats that the Software supports before the License Term ends, and L2H has no obligation to retain, restore, or deliver any Customer Workflow after the License Term ends. The foregoing does not transfer to L2H ownership of Customer Data or of Customer’s Confidential Information that is contained in or processed by a Customer Workflow, and Customer’s pre-existing materials that it incorporates into a Customer Workflow remain Customer’s. L2H does not have access to Customer Workflows that reside in the Customer Environment unless Customer provides them, and L2H will protect any Customer Workflow that Customer provides in accordance with Article 7. Customer grants L2H a non-exclusive, non-transferable, non-sublicensable license to use any Customer-Owned Workflow that Customer provides to L2H solely to perform Support or Professional Services for Customer. Nothing in this Section restricts L2H from independently developing workflows, BluePrints, or features that are similar to a Customer-Owned Workflow without use of Customer’s Confidential Information.

6.5 System Data. L2H collects System Data only if Customer provides it to L2H or enables telemetry functionality that the Documentation describes. For air-gapped deployments and deployments in which telemetry is disabled, L2H does not collect System Data. L2H may use System Data for product improvement, security, and benchmarking and may publish it only in a form that does not identify Customer or any individual. System Data is an L2H Material.

6.6 Feedback. If Customer or its Users provide Feedback, Customer grants L2H a worldwide, perpetual, irrevocable, royalty-free, non-exclusive license to use and incorporate the Feedback into L2H’s products and services without obligation to Customer. Feedback does not include Customer Data or Customer’s Confidential Information. To the extent applicable law limits this license for a Government Customer, the license is granted to the fullest extent the law permits.

6.7 AI Output. The Software and Third-Party Models use machine learning and artificial intelligence, and AI Output is probabilistic and may be inaccurate, incomplete, or similar to output generated for others. Customer is responsible for human review and validation of AI Output before it is used for any operational, safety, legal, intelligence, financial, or mission purpose. The Software provides decision support only. It does not replace human judgment, and Customer will not use it as the sole basis for a decision that could cause death, injury, or significant legal or financial harm. Customer retains sole responsibility for those decisions. L2H does not warrant AI Output, and as between the Parties Customer owns AI Output to the extent of the rights that L2H and its licensors have in it.

7. Confidentiality

7.1 Definition. “Confidential Information” means non-public information that a Party (the “Discloser”) discloses to the other Party (the “Recipient”) in connection with this Agreement, in any form, that is marked or identified as confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure. L2H’s Confidential Information includes the Software, the L2H Materials, non-public pricing, and non-public Documentation. Customer’s Confidential Information includes Customer Data, Customer-Owned Workflows, and any other materials that Customer provides to L2H. Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient; (b) the Recipient knew without restriction before the Discloser disclosed it; (c) the Recipient lawfully receives from a third party without restriction; or (d) the Recipient independently develops without use of or reference to the Discloser’s Confidential Information.

7.2 Obligations. The Recipient will use the Discloser’s Confidential Information only to perform its obligations and exercise its rights under this Agreement, will protect it using at least the degree of care it uses for its own similar information and no less than reasonable care, and will not disclose it to any third party except to its and its Affiliates’ employees, officers, directors, contractors, attorneys, auditors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Article. L2H may disclose the existence and scope of Customer’s Order to the applicable Authorized Reseller. The Recipient will promptly notify the Discloser in writing if it becomes aware of any unauthorized use or disclosure.

7.3 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law or legal process, if it gives the Discloser prompt prior written notice where legally permitted, reasonably cooperates with the Discloser’s efforts to obtain protective treatment at the Discloser’s expense, and discloses only the portion that is required. For Government Agency Customers, the Government Addendum addresses the Freedom of Information Act.

7.4 Terms of this Agreement. Neither Party will disclose the terms of this Agreement to any third party, except that either Party may disclose them in confidence to actual or potential acquirers, investors, lenders, and their advisors who are bound by written confidentiality obligations no less protective than this Article, and L2H may disclose them to the Authorized Reseller.

7.5 Duration; Return. The obligations in this Article apply during the term of this Agreement and for five (5) years after it ends, and, for any Confidential Information that is a trade secret, for as long as it remains a trade secret under applicable law. On the Discloser’s written request after this Agreement ends, the Recipient will return or destroy the Discloser’s Confidential Information, except that the Recipient may retain copies in routine backups or as law requires, subject to this Article.

7.6 Equitable Relief. A breach or threatened breach of this Article or of Section 3.6 may cause irreparable harm for which damages are an inadequate remedy, and the Discloser (or, for Section 3.6, L2H) may seek injunctive or other equitable relief, without posting a bond to the extent a court allows, in addition to other remedies.

7.7 Prior Agreements. A non-disclosure agreement that the Parties signed before the Effective Date continues to govern information disclosed under it before the Effective Date. This Article governs information disclosed on or after the Effective Date.

8. Security; Security Incidents; Insurance

8.1 L2H Security Safeguards. L2H will maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of L2H’s own systems, including its software development environment, build and release infrastructure, license management systems, and support systems, consistent with commercially reasonable industry practices. Unless an Order Form expressly states otherwise, L2H does not represent that it or the Software holds any third-party security certification, attestation, or government authorization. Because the Software is deployed in the Customer Environment, Customer is solely responsible for securing Customer Data in the Customer Environment, and any authorization to operate or accreditation of a deployment is held by Customer or its sponsoring agency.

8.2 Security Incidents. A “Security Incident” is an unauthorized access to or breach of L2H’s own systems, of which L2H becomes aware, that has compromised, or is reasonably likely to have compromised, (a) Customer Data that L2H possesses (such as materials provided during Support), or (b) the integrity of Software that L2H delivered to Customer (such as a compromise of L2H’s build pipeline or software distribution mechanisms). If a Security Incident occurs, L2H will (i) notify Customer without undue delay and in any event within seventy-two (72) hours after L2H becomes aware of the Security Incident; (ii) investigate and take commercially reasonable steps to mitigate it and prevent recurrence; (iii) give Customer the information about the Security Incident that Customer reasonably needs to assess its impact and meet its legal reporting obligations; and (iv) cooperate reasonably with Customer’s investigation and remediation. L2H is not responsible for security incidents that arise in or from the Customer Environment, including those caused by Customer’s systems, configurations, Users, Third-Party Products, or integrations.

8.3 Insurance. During the term of this Agreement, L2H will maintain cyber liability insurance and technology errors and omissions insurance in amounts that are customary for companies of similar size in its industry, and will provide a certificate of insurance upon Customer’s written request, subject to Article 7.

9. Fees; Payment; Taxes

9.1 Fees. Customer will pay L2H the fees stated in the applicable Order Form or SOW. Fees are quoted and payable in United States dollars, are non-cancelable, and, except as this Agreement expressly provides, are non-refundable. Fees for each Renewal Term are L2H’s then-current fees for the Software unless the Order Form states otherwise. L2H will use reasonable efforts to notify Customer (or the Authorized Reseller) of renewal pricing at least ninety (90) days before the end of the then-current License Term.

9.2 Invoicing and Payment. Unless the Order Form says otherwise, L2H will invoice the fees for each License Term in advance, and Customer will pay each invoice within thirty (30) days after receipt. Undisputed amounts that are not paid when due accrue a finance charge of one percent (1.0%) per month, or the maximum rate permitted by law if lower, plus reasonable collection costs. For Government Agency Customers, the Prompt Payment Act applies in place of this finance charge as the Government Addendum provides.

9.3 Payment Disputes. If Customer believes in good faith that an invoice is incorrect, Customer will notify L2H in writing at billing@l2h.ai within sixty (60) days after receiving the invoice, identify the disputed amount and the basis for the dispute, and pay all undisputed amounts when due. The Parties will work in good faith to resolve the dispute promptly. L2H will not suspend entitlements under Section 4.5 for a good-faith disputed amount while Customer is cooperating diligently to resolve the dispute.

9.4 Taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes, duties, and governmental charges on the Software and Services, other than taxes based on L2H’s net income. If Customer is required by law to withhold taxes, Customer will provide L2H with an official receipt and will pay L2H the amount that L2H would have received had no withholding applied, except to the extent a tax exemption certificate that L2H holds applies.

9.5 Purchase Orders. If Customer requires a purchase order, Customer will provide it when it orders. Terms in a purchase order that conflict with this Agreement do not bind L2H unless L2H accepts them in a writing signed by an authorized representative, except for mandatory terms required by applicable law and, for Government Customers, as the Government Addendum provides.

10. Term; Renewal; Termination

10.1 Term of this MSA. This MSA begins on the Effective Date and continues until every Order Form that incorporates it has expired or been terminated, unless the Parties terminate it earlier under this Article.

10.2 Renewal. Each License Term renews automatically for successive periods of twelve (12) months (each a “Renewal Term”) unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current License Term, or the Order Form states that it does not renew. Automatic renewal does not apply to Government Agency Customers, whose renewals require a new Order Form as the Government Addendum provides.

10.3 Termination for Cause. Either Party may terminate this Agreement or an affected Order Form on written notice if the other Party (a) materially breaches this Agreement and, if the breach is capable of cure, fails to cure it within thirty (30) days after written notice describing the breach, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days, subject to applicable law. L2H may terminate the license immediately on notice if Customer breaches Section 3.6 in a manner that is not capable of cure.

10.4 No Termination for Convenience. Except as the Government Addendum provides for Government Agency Customers and State and Local Government Customers, Customer may not terminate an Order Form for convenience and is not entitled to a refund or credit of fees for any part of a License Term. Either Party may elect not to renew under Section 10.2.

10.5 Effect of Termination for Customer’s Breach. If L2H terminates under Section 10.3 because of Customer’s breach, all unpaid fees for the remainder of each License Term then in effect become due immediately, and fees that Customer prepaid are non-refundable. This Section does not apply to Government Agency Customers, whose obligations are governed by the Government Addendum and applicable law. If Customer terminates under Section 10.3 because of L2H’s uncured material breach, L2H will refund the prepaid fees for the unused remainder of the affected License Term, subject to Section 2.4.

10.6 Effect of Expiration or Termination. When a License Term ends or a license is terminated: (a) Customer’s license to the affected Software and Documentation, and to the Customer Workflows that belong to L2H, ends; (b) Customer will uninstall the Software, stop using it, and destroy or return all copies of the Software and Documentation and certify that it has done so in writing upon L2H’s request; (c) L2H will stop providing updates, License Keys, and Support; (d) L2H will delete or destroy any Customer Data in its possession within thirty (30) days and, upon Customer’s written request, certify that it has done so, except as law requires or as needed to resolve a pending dispute; and (e) Customer retains its Customer Data and its Customer-Owned Workflows in the Customer Environment, but may run a Customer-Owned Workflow only with Software that Customer is licensed to use. L2H will not remotely disable Software deployed in the Customer Environment unless Customer has granted access for that purpose.

10.7 Survival. Provisions that by their nature should survive expiration or termination survive, including Sections 3.6, 3.7, and 10.6 and Articles 6, 7, 9, 12, 13, and 14, and the disclaimers in Section 11.4.

11. Warranties; Disclaimers

11.1 Mutual. Each Party represents and warrants that (a) it has the authority to enter into this Agreement and the person signing for it is duly authorized; (b) this Agreement is its valid and binding obligation; and (c) it will comply with the anti-corruption laws that apply to this Agreement, including the U.S. Foreign Corrupt Practices Act.

11.2 L2H Warranty. L2H warrants that, during the License Term of a paid Order Form, the Software will perform materially in accordance with the Documentation. If the Software does not conform, L2H will use commercially reasonable efforts to correct the non-conformity. If L2H determines that correction is impracticable, either Party may terminate the affected Order Form, and L2H will refund the prepaid fees for the unused remainder of the affected License Term, subject to Section 2.4. This warranty does not apply unless Customer notifies L2H of the non-conformity within thirty (30) days after Customer first discovers it, or if the non-conformity is caused by misuse, unauthorized modification, the Customer Environment, Third-Party Products, or Beta Services or Free Trials. This Section states L2H’s sole liability and Customer’s sole and exclusive remedy for breach of this warranty.

11.3 Professional Services Warranty. L2H warrants that it will perform Professional Services in a professional and workmanlike manner. If Customer notifies L2H of a non-conforming service within thirty (30) days after performance, L2H will re-perform the service. Re-performance is Customer’s sole and exclusive remedy for breach of this warranty.

11.4 Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, L2H PROVIDES THE SOFTWARE, THE SERVICES, AND ALL OTHER L2H MATERIALS “AS IS,” AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT (EXCEPT AS PROVIDED IN ARTICLE 12). L2H DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT AI OUTPUT OR ANY INFORMATION GENERATED BY THE SOFTWARE WILL BE ACCURATE OR COMPLETE. L2H MAKES NO WARRANTY ABOUT THIRD-PARTY PRODUCTS. L2H MAKES NO WARRANTY OR REPRESENTATION THAT THE SOFTWARE OR ANY DEPLOYMENT OF IT SATISFIES, OR HAS BEEN ASSESSED OR AUTHORIZED UNDER, ANY SECURITY FRAMEWORK, IMPACT LEVEL, OR GOVERNMENT AUTHORIZATION PROGRAM. BETA SERVICES AND FREE TRIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR INDEMNITY OF ANY KIND.

12. Indemnification

12.1 Indemnification by L2H. L2H will defend Customer against any claim, suit, or proceeding brought by a third party alleging that Customer’s use of the Software in accordance with this Agreement infringes or misappropriates a United States patent, copyright, trademark, or trade secret (an “Infringement Claim”), and will pay the damages and costs finally awarded against Customer for the Infringement Claim, or the amount of a settlement that L2H approves in writing. L2H has no obligation to the extent an Infringement Claim arises from (a) Customer Data, Customer Workflows, AI Output, or Third-Party Products; (b) a modification or combination of the Software that L2H did not make or authorize in writing; (c) Customer’s breach of this Agreement; (d) use of a version of the Software other than the current release or the immediately preceding major release, if L2H has made the current release available to Customer through a delivery mechanism that is reasonably accessible to Customer (including for air-gapped environments); or (e) Customer’s continued use after L2H has notified Customer to stop because of the Infringement Claim.

12.2 Infringement Remedies. If the Software becomes, or in L2H’s reasonable opinion is likely to become, the subject of an Infringement Claim, L2H may, at its option and expense, (a) procure the right for Customer to continue using the Software; (b) replace or modify the Software to make it non-infringing without materially reducing its functionality; or (c) if neither of those options is commercially practicable, terminate the affected license on written notice and refund the prepaid fees for the unused remainder of the affected License Term, subject to Section 2.4. THIS ARTICLE STATES L2H’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR INFRINGEMENT OR MISAPPROPRIATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

12.3 Indemnification by Customer. Customer will defend L2H and its Affiliates against any claim, suit, or proceeding brought by a third party arising from (a) Customer Data or Customer’s processing of it; (b) Customer’s breach of Section 3.6 or Section 5.2; (c) Customer’s use of the Software or AI Output in violation of law or the Acceptable Use Policy; (d) Third-Party Products that Customer selects; or (e) a claim excluded from L2H’s obligations under Section 12.1, and will pay the damages, costs, and reasonable attorneys’ fees finally awarded against L2H, or the amount of a settlement that Customer approves in writing. This Section does not apply to Government Agency Customers to the extent the Government Addendum provides.

12.4 Procedure. The indemnified Party will give the indemnifying Party prompt written notice of the claim (a delay relieves the indemnifying Party only to the extent it is prejudiced), reasonable cooperation at the indemnifying Party’s expense, and sole control of the defense and settlement. The indemnified Party may participate in the defense with its own counsel at its own expense. The indemnifying Party will not settle a claim in a manner that imposes an unindemnified obligation on, or admits fault by, the indemnified Party without its prior written consent, which it will not unreasonably withhold.

13. Limitation of Liability

13.1 Exclusion of Certain Damages. EXCEPT FOR THE EXCLUDED LIABILITIES IN SECTION 13.4, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY LOST PROFITS OR REVENUE, LOSS OF GOODWILL OR REPUTATION, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THE REASONABLE, OUT-OF-POCKET COSTS OF NOTIFICATIONS AND CREDIT MONITORING THAT APPLICABLE LAW REQUIRES AS A RESULT OF A SECURITY INCIDENT ARE DIRECT DAMAGES, RECOVERABLE SUBJECT TO SECTION 13.3.

13.2 General Cap. EXCEPT FOR THE EXCLUDED LIABILITIES IN SECTION 13.4 AND SUBJECT TO SECTION 13.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE SOFTWARE OR SERVICES UNDER THE ORDER FORM OR SOW THAT GIVES RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE LIABILITY (THE “GENERAL CAP”). FOR AN ORDER THAT CUSTOMER PLACES THROUGH AN AUTHORIZED RESELLER, THE FEES USED TO CALCULATE THE GENERAL CAP ARE THE FEES THAT L2H ACTUALLY RECEIVED OR IS ENTITLED TO RECEIVE FROM THE AUTHORIZED RESELLER FOR THAT ORDER.

13.3 Super-Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR (A) BREACH OF ARTICLE 7 (CONFIDENTIALITY), (B) A SECURITY INCIDENT OR BREACH OF ARTICLE 8 (SECURITY), AND (C) ITS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 12 WILL NOT EXCEED TWO TIMES (2X) THE GENERAL CAP (THE “SUPER-CAP”). THE SUPER-CAP REPLACES, AND IS NOT IN ADDITION TO, THE GENERAL CAP, SO THAT A PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT, OTHER THAN THE EXCLUDED LIABILITIES, WILL NOT EXCEED THE SUPER-CAP.

13.4 Excluded Liabilities. Nothing in this Agreement limits or excludes: (a) Customer’s obligation to pay fees; (b) Customer’s liability for breach of Section 3.6 or for infringement or misappropriation of L2H’s intellectual property rights; or (c) liability that cannot be limited or excluded under applicable law, such as liability for fraud or willful misconduct (together, the “Excluded Liabilities”).

13.5 Free Trials and Beta Services. L2H’s total aggregate liability relating to Free Trials and Beta Services is one thousand United States dollars (US $1,000), to the extent permitted by law.

13.6 Basis of the Bargain. The limitations and exclusions in this Article apply even if a limited remedy fails of its essential purpose. They allocate risk between the Parties, reflect the fees L2H charges, and are a fundamental basis of the bargain. If applicable law limits the application of this Article, each Party’s liability is limited to the maximum extent permitted.

14. General Provisions

14.1 Governing Law. This Agreement and any dispute arising out of or related to it are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules, and, for Government Agency Customers, as the Government Addendum provides. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Venue. Each Party irrevocably submits to the exclusive jurisdiction and venue of the Circuit Court for Fairfax County, Virginia, and the United States District Court for the Eastern District of Virginia, Alexandria Division, for any suit, action, or proceeding arising out of or related to this Agreement, and waives any objection to those courts based on inconvenient forum. L2H may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. For Government Agency Customers, the Contract Disputes Act and the Government Addendum control.

14.3 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.

14.4 Notices. Notices under this Agreement must be in writing. Notices of breach, termination, non-renewal, or indemnification claims must be sent by nationally recognized overnight courier or certified mail, with a copy by email, and are effective upon receipt. Other notices may be sent by email and are effective when sent. Notices to L2H must be addressed to L2H.ai, Inc., Attn: Legal, 1775 Tysons Blvd, 5th Floor, McLean, Virginia 22102, with a copy by email to legalnotices@l2h.ai. Notices to Customer must be sent to the address and email address stated in the Order Form (or, if none, in Customer’s account records). Support requests and billing inquiries are sent to support@l2h.ai and billing@l2h.ai, respectively.

14.5 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign it, on written notice and without consent, to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or voting securities that relates to this Agreement. An assignment in violation of this Section is void. This Agreement binds and benefits the Parties and their permitted successors and assigns. For Government Agency Customers, an assignment of a contract with the Government is subject to the Government Addendum.

14.6 Independent Contractors. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, franchise, or employment relationship, and neither Party may bind the other.

14.7 Force Majeure. Neither Party is liable for a delay or failure to perform an obligation, other than an obligation to pay, caused by events beyond its reasonable control, such as natural disaster, war, terrorism, civil unrest, labor disruption, pandemic, or failure of public utilities or networks.

14.8 Export Controls and Sanctions. Customer will not use, export, re-export, or transfer the Software, directly or indirectly, (a) in or for the benefit of a country or territory that is subject to comprehensive U.S. trade sanctions; (b) for or on behalf of a person on a U.S. government restricted-party list or owned fifty percent (50%) or more by such a person; or (c) in violation of U.S. export control or sanctions laws, including the Export Administration Regulations and the International Traffic in Arms Regulations. Customer is responsible for determining the export classification of its own data and for obtaining any required authorization. L2H will provide export classification information for the Software upon request, to the extent it is available.

14.9 Publicity. Neither Party will issue a press release or public statement that names the other Party as a customer or vendor without the other Party’s prior written consent, except as required by law.

14.10 Changes to Policies. L2H may update the Acceptable Use Policy and the Technical Support Policy by giving Customer thirty (30) days’ written notice. An update takes effect at the end of the notice period, but an update that materially reduces Customer’s rights or the level of Support during a License Term that is already in effect applies to Customer only from the next Renewal Term. L2H may update the Documentation from time to time. Any other change to this Agreement requires a writing signed by authorized representatives of both Parties. For Government Customers, only a signed writing modifies the Agreement, and continued use of the Software is not acceptance of any modified terms.

14.11 Entire Agreement; Amendments; Waiver; Severability. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous understandings regarding that subject matter, except as Section 7.7 provides. An amendment or waiver is effective only if it is in a writing signed by the Party against whom it is asserted. A failure or delay in exercising a right is not a waiver. If a provision of this Agreement is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

14.12 Construction; Counterparts; Electronic Signatures. Headings are for convenience only. “Including” means “including without limitation.” This Agreement has been negotiated by the Parties and will not be construed against either Party as drafter. This Agreement may be executed in counterparts and by electronic signature, each of which is an original and all of which together are one instrument. There are no third-party beneficiaries of this Agreement.