BASETEN CLOUD MARKETPLACE AGREEMENT

Last Updated: August 27, 2026

This Baseten Cloud Marketplace Agreement (this "Agreement") is entered into between Baseten Labs, Inc., a Delaware corporation with offices at 560 Davis St., Suite 250, San Francisco, CA 94111 ("Baseten"), and the entity procuring access to the Services through a Marketplace ("Customer"). This Agreement governs Customer's access to and use of the Services purchased through an online marketplace operated by a Channel Partner through which Baseten makes the Services available, including the Microsoft Commercial Marketplace, the Microsoft Foundry model catalog, and the Azure Marketplace (each, a "Marketplace"). By clicking to accept this Agreement, placing a Marketplace Order, or deploying or using the Services, Customer accepts this Agreement as of the date of such acceptance, order, deployment, or first use (the "Effective Date"). The individual accepting this Agreement represents that they have authority to bind Customer. If you do not have such authority, or do not agree to this Agreement, do not accept it and do not use the Services.

1. DEFINITIONS

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Authorized User" means an individual who is authorized by Customer to access the Services under Customer's account, including Customer's employees, consultants, contractors, and agents.

"BAA" means Baseten's standard Business Associate Agreement, available at https://www.baseten.co/baa.

"Channel Partner" means the third party that operates the Marketplace through which Customer purchases the Services, together with its affiliates. For purchases through the Microsoft Commercial Marketplace (including Microsoft Foundry and the Azure Marketplace), the Channel Partner is Microsoft Corporation and its affiliates ("Microsoft").

"Channel Partner Agreement" means the agreement between Customer and the applicable Channel Partner governing Customer's account with the Channel Partner, Marketplace purchases, and related billing (for Microsoft, the agreement governing Customer's Microsoft Azure subscription).

"Customer Content" means (a) any content, data, or information submitted by Authorized Users or End Users to the Services, including Customer Models, and (b) all Model Outputs. Customer Content excludes the Services, Third-Party Products, and Usage Information.

"Customer Model" means any Customer or third-party machine learning model(s) that Customer deploys, serves, trains, fine-tunes, or manages through the Services, including associated weights, checkpoints, adapters, configurations, and related artifacts. Customer Models may include both proprietary or custom models developed by or for Customer and open-source models that Customer selects and deploys through the Services. When an open-source model is deployed by Customer as a Customer Model, it remains subject to its applicable open-source license terms in addition to this Agreement.

"Documentation" means Baseten's online user guides, technical documentation, and policies, as updated from time to time, accessible via https://docs.baseten.co or such successor site.

"DPA" means Baseten's Data Processing Addendum, available at https://www.baseten.co/dpa, which is incorporated into this Agreement by reference.

"End User" means a third party that accesses or uses a Customer Model or Third-Party Product deployed by Customer through the Services.

"Existing Agreement" means a master services agreement or other written agreement covering the Services that has been separately negotiated and executed by Baseten and Customer, whether before or after the Effective Date, together with its exhibits, addenda, and order forms.

"Marketplace Order" means the marketplace offer, plan, subscription, and associated transaction details that Customer selects or accepts through a Marketplace for the Services, including any private offer extended to Customer through a Marketplace and any custom or amended terms included in such private offer.

"Model Output" means the output of any query or inference request by a Customer Model or a model that is part of a Third-Party Product.

"Security Practices" means Baseten's security practices documentation, available at https://www.baseten.co/security-practices, which is incorporated into this Agreement by reference.

"Services" mean Baseten's inference platform, including associated deployment, optimization, orchestration, monitoring, training, and infrastructure services, made available at www.baseten.co and its subdomains and provisioned under a Marketplace Order, as more fully described in the Documentation. Services exclude Third-Party Products.

"SLA" means Baseten's Service Level Agreement, available at https://www.baseten.co/service-level-agreement/.

"Third-Party Products" mean (a) machine learning models made available through the Services that are developed, owned, or controlled by a third party and not by Baseten, including models available through Baseten's Model APIs or marketplace (whether open-source or proprietary); and (b) any other content, applications, or software products that interoperate with the Services and are provided by a third party or Customer, and not Baseten. Third-Party Products that are machine learning models are subject to the applicable third-party provider's license terms, acceptable use policies, and other terms as communicated through the Services or Documentation. For clarity, the Services themselves are made available by Baseten and not by the Channel Partner; this definition of Third-Party Products operates between Customer and Baseten only.

2. MARKETPLACE STRUCTURE; RELATIONSHIP TO CHANNEL PARTNER

2.1 Contract Directly with Baseten. Customer purchases the Services through the Marketplace, and the Channel Partner facilitates the transaction as Baseten's agent or commissionaire (or, where the Channel Partner Agreement so provides in limited jurisdictions, as reseller). This Agreement is entered into directly between Baseten and Customer. The Channel Partner is not a party to this Agreement, assumes no obligations or liability under it, and makes no representations, warranties, service level commitments, or support commitments with respect to the Services. For purchases through the Microsoft Commercial Marketplace, the Services are a "Non-Microsoft Product" under Microsoft's product terms and are not covered by any Microsoft service level agreement.

2.2 Channel Partner Agreement. Customer's account with the Channel Partner, the Marketplace purchase and billing experience, and Customer's payment obligations to the Channel Partner are governed by the Channel Partner Agreement. Baseten is not a party to the Channel Partner Agreement and is not responsible for the Marketplace platform or the Channel Partner's billing, invoicing, or support. Issues relating to Customer's Channel Partner account, portal access, or Channel Partner invoices should be directed to the Channel Partner.

2.3 Existing Agreements Prevail. If an Existing Agreement is in place between Baseten and Customer, then notwithstanding anything to the contrary herein: (a) the Existing Agreement, and not this Agreement, governs Customer's access to and use of the Services; (b) each Marketplace Order will be deemed an "Order Form" (or equivalent ordering document) under the Existing Agreement; and (c) only Sections 2 (Marketplace Structure; Relationship to Channel Partner) and 6 (Fees and Payment) of this Agreement apply to Marketplace transactions, solely to the extent necessary to give effect to purchasing and billing through the Marketplace. In the event of a conflict between the Existing Agreement and this Agreement, the Existing Agreement controls.

2.4 Private Offers. If Baseten extends a private offer to Customer through a Marketplace, any custom terms, amended terms, or negotiated pricing included in that private offer control over this Agreement to the extent of any conflict, for the Marketplace Order to which they apply.

2.5 Where the Services Run; Data Flows. The Services are operated by Baseten on infrastructure managed by Baseten and its Infrastructure Providers, outside of the Channel Partner's systems. When Customer submits Customer Content to the Services, that Customer Content is transmitted to and processed by Baseten under this Agreement, the DPA, and the Security Practices, and not by the Channel Partner. The Channel Partner's data protection commitments to Customer, including any Channel Partner data processing agreement or data residency commitment (and, for Microsoft, the EU Data Boundary), do not apply to the Services. Baseten may receive from the Channel Partner Customer's contact information, transaction details, and usage information in connection with Marketplace transactions, which Baseten will use to fulfill and support Customer's orders and as otherwise permitted under the applicable Marketplace terms.

3. BASETEN'S ROLE AND RESPONSIBILITIES

3.1 Baseten's Role. Baseten provides infrastructure, deployment, optimization, and orchestration services for Customer Models and Third-Party Products. Baseten does not control the design, training, intended purpose, or outputs of any Customer Model or Third-Party Product. The Parties intend that Baseten's activities under this Agreement are limited to those of an infrastructure and platform services provider and do not constitute the activities of a developer, provider, or deployer of AI systems as those roles are defined under applicable AI laws and regulations. Baseten does not certify, warrant, or assume responsibility for any Customer Model or Third-Party Product, including their outputs, accuracy, safety, bias, or compliance with applicable law.

3.2 Compliance with Laws. Baseten warrants that it will comply with those laws applicable to it in its provisioning of the Services to its customers generally (i.e., as a provider of infrastructure, without regard to the nature of the Customer Content and/or Customer's particular use, deployment, or configuration of the Services). For clarity, compliance with laws applicable to the development, provision, deployment, or distribution of AI systems remains the responsibility of Customer as set forth in Section 4.1.

3.3 Provision of Services. Baseten will (a) make the Services provisioned under a Marketplace Order available to Customer pursuant to this Agreement; (b) provide the Services in accordance with the SLA; and (c) not use or process Customer Content for any purpose without Customer's prior written instructions; provided, however, that "prior written instructions" will be deemed to include processing necessary for the use of the Services by Authorized Users and Baseten's performance of this Agreement.

3.4 Performance and Features. Baseten warrants that (a) the Services will perform materially in accordance with the applicable Documentation; and (b) Baseten will not materially decrease the functionality of the Services during a subscription term. For any breach of an above warranty, Customer's exclusive remedies are those described in Sections 8.3 (Termination for Cause) and 8.4 (Refund or Payment upon Termination).

3.5 Protection of Customer Content. Baseten will maintain administrative, physical, and technical safeguards for the security, confidentiality, and integrity of Customer Content as set forth in the Security Practices. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion, and disclosure of Customer Content by Baseten personnel. Before providing necessary access to Customer Content to a third-party service provider, Baseten will ensure that the third party maintains reasonable data security practices. To the extent Baseten processes personal data on behalf of Customer in connection with the Services, the DPA applies. Where the Services or a product are designated as operating under a "Zero Data Retention" posture in the Security Practices, Baseten will not log, record, or save Customer Content contained in inference inputs or outputs to persistent storage after real-time processing, subject to the limited exceptions described in the Security Practices. For the avoidance of doubt, when Customer Content is in Customer's or its representatives' possession or control, Customer is solely responsible for its security, protection, and backup.

3.6 Infrastructure Providers. Customer acknowledges that Baseten may deploy and operate compute, networking, storage, and hardware resources from third-party cloud service providers, GPU and hardware suppliers, data center and colocation operators, and chip developers (collectively, "Infrastructure Providers") to deliver the Services. Baseten remains responsible for performing its obligations under this Agreement when it relies on Infrastructure Providers to do so. For clarity, Infrastructure Providers are not subprocessors under the DPA unless they have logical access to Customer Content containing personal data. Upon reasonable request, Baseten will make available a list of material Infrastructure Providers.

3.7 Compliance Tooling. Baseten may make available through the Services certain tooling designed to support Customer's compliance and governance workflows, including deployment logs, version history, model configuration records, and audit trail exports. Such tooling is provided as a convenience and does not constitute legal, regulatory, or compliance advice. Baseten does not certify or assume responsibility for Customer's compliance with any law, regulation, or standard through the provision of such tooling.

3.8 Personnel. Baseten will be responsible for the performance of its personnel (including employees and independent contractors) and their compliance with Baseten's obligations under this Agreement.

3.9 Beta and Preview Features. Baseten may make certain features of the Services available to Customer on a beta, preview, alpha, or limited release basis ("Beta Features"). Beta Features are provided "as is" and "as available," with no service level commitments, no warranties of any kind (whether express, implied, or statutory), and no commitment to make such features generally available. Baseten may modify or discontinue any Beta Feature at any time.

4. CUSTOMER'S ROLE AND RESPONSIBILITIES

4.1 Customer's Responsibilities as Developer, Provider, and/or Deployer. As between Customer and Baseten, Customer assumes and shall perform all obligations imposed on the developer, provider, and/or deployer of AI systems with respect to Customer Models and, to the extent applicable, any Third-Party Products that Customer deploys or makes available through the Services, in compliance with applicable law. This includes responsibility for: (a) ensuring that the creation, development, training, and fine-tuning of Customer Models has been and will be conducted in compliance with applicable law; (b) determining the intended use and risk classification of Customer Models and deployed Third-Party Products under applicable AI laws, and implementing corresponding safety and compliance measures; (c) performing all required risk assessments, impact assessments, and regulatory filings; (d) implementing appropriate safety measures, guardrails, and human oversight mechanisms; (e) providing adequate transparency disclosures and model documentation to End Users as required by applicable law; (f) ensuring compliance with applicable export control and sanctions laws; (g) maintaining all records and documentation required by applicable AI laws; and (h) promptly notifying Baseten of any material change in the regulatory classification of any Customer Model or deployed Third-Party Product, or any regulatory inquiry or enforcement action relating thereto.

4.2 High-Risk Use Cases. For use of the Services in legal, healthcare, insurance, financial, employment, or housing decisions, or any use case where AI failure could materially affect an individual's rights, finances, or safety ("High-Risk Use Cases"), Customer shall (i) ensure human review by a qualified professional before AI outputs are acted upon, (ii) clearly disclose to affected persons that AI is used, and (iii) implement appropriate safeguards, including through its End User Terms where applicable, designed to protect End Users, affected persons, and the public from reasonably foreseeable harm. Customer shall not submit protected health information as defined under HIPAA to the Services without first executing the BAA with Baseten. Customer shall disclose AI use to End Users as required by applicable law and shall not represent AI-generated content as human-generated.

4.3 End User Terms. Customer shall ensure that its agreements with End Users: (a) are legally enforceable; (b) require End Users to comply with applicable law and use Customer Models and Third-Party Products deployed through the Services in a manner consistent with any duty of care or professional or fiduciary responsibility; (c) do not name Baseten as a party or impose any obligations on Baseten; (d) prohibit use of the Services in connection with any activities that relate to nuclear explosive devices, missiles, chemical or biological weapons or precursors, or government intelligence or reconnaissance organizations; and (e) do not conflict with or purport to limit Baseten's rights or expand its obligations under this Agreement (the "End User Terms"). Customer acknowledges that Baseten is not a party to the End User Terms and Customer is solely responsible for entering into, maintaining, and enforcing its End User Terms.

4.4 Material Artificial Intelligence Risks. In the event Customer's use of the Services or its relationship with Baseten under this Agreement is identified by any governmental regulator as presenting a material artificial intelligence risk to End Users or the public that requires mitigation, Customer shall notify Baseten. If the Parties are unable through reasonable efforts to resolve the identified issue(s) to the satisfaction of the relevant regulator within the mandated timeframe, and continued participation would expose Baseten to regulatory sanctions or similar adverse action, Baseten may terminate the affected Marketplace Orders and, as Customer's sole and exclusive remedy, Baseten will refund (directly or through the Marketplace) any prepaid fees allocable to the period after termination.

5. ACCESS AND USE OF THE SERVICES

5.1 Account Creation and Subscriptions. Customer may identify administrators for its account and invite and permission Authorized Users. Unless otherwise specified in an applicable Marketplace Order, (a) Services are purchased as subscriptions which may include usage-based components as described in the Marketplace Order; and (b) additional subscriptions or capacity may be added via the Services interface or the Marketplace during the applicable subscription term. Customer is responsible for maintaining the confidentiality of its logins, passwords, and accounts and for all activities that occur under its accounts.

5.2 Customer Responsibilities. Customer will (a) be responsible for Authorized Users' and End Users' compliance with this Agreement and all applicable third-party license terms; (b) be responsible for the accuracy, appropriateness, and legality of Customer Content; (c) use commercially reasonable efforts to prevent unauthorized access to the Services and notify Baseten promptly of any unauthorized access or use; (d) use the Services only in accordance with applicable laws; (e) obtain all third-party licenses, consents, and permissions needed for Baseten to use the Customer Content to provide the Services; and (f) be solely responsible for compliance with all applicable open-source license terms applicable to any Customer Models that incorporate or are derived from open-source models.

5.3 Access Restrictions. Customer may not (a) make the Services available to anyone other than Authorized Users (except for End User access to Customer Models or Third-Party Products deployed by Customer through the Services); (b) sublicense, resell, time share, or similarly exploit the Services; (c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Services or the weights, architecture, or training data of any model deployed by other customers or third parties through the Services; (d) modify, adapt, or hack the Services, or otherwise attempt to gain unauthorized access to the Services, the related systems or networks, or any model deployed through the Services; (e) use the Services or the Documentation to build a competing product or service; (f) circumvent any licensing or technical access controls on models made available through the Services; or (g) otherwise use the Services in a manner that exceeds the scope permitted under this Agreement or that is inconsistent with applicable law or the Documentation.

5.4 Third-Party Products. Customer may elect to access and deploy Third-Party Products through the Services. Customer acknowledges and agrees that: (a) Third-Party Products are provided by their respective third-party providers and not by Baseten; (b) Third-Party Products are subject to the applicable third-party provider's terms; (c) Baseten does not certify, warrant, or assume responsibility for any Third-Party Product, including its outputs, accuracy, safety, risk classification, or compliance with applicable law; (d) as between Customer and Baseten, Customer is solely responsible for its selection, use, and deployment of Third-Party Products, including compliance with applicable third-party terms and all applicable AI laws; and (e) Baseten's role with respect to Third-Party Products is limited to providing infrastructure and platform services. Baseten does not control the design, training, intended purpose, or outputs of Third-Party Products. Baseten's indemnification obligations under Section 11.2 do not extend to Third-Party Products. Where Baseten makes Third-Party Products available through managed API endpoints (e.g., Baseten Model APIs), Customer's selection, configuration, and use constitutes Customer's independent decision to deploy them, and Customer assumes and shall perform all obligations applicable to a deployer or provider under applicable law with respect to such use. If Customer connects or enables Third-Party Products for use with the Services, Customer acknowledges that providers of those Third-Party Products may have access to Customer Content in connection with the interoperation thereof, and Baseten will not be responsible for any use, disclosure, modification, or deletion of Customer Content by Third-Party Products.

5.5 Removal Requests. If Baseten reasonably believes that any Customer Content, Customer Model, or Third-Party Product violates applicable law, the terms hereunder, or rights of a third party, Customer will promptly remove such content from the Services upon written notice from Baseten. Baseten may remove such content if Customer does not take the required action.

6. FEES AND PAYMENT

6.1 Marketplace Billing. Fees for the Services are set forth in the applicable Marketplace Order and are billed to and collected from Customer by the Channel Partner under the Channel Partner Agreement. Baseten does not invoice Customer for Marketplace purchases. Invoicing mechanics, payment methods, currency, and billing disputes with the Channel Partner are governed by the Channel Partner Agreement. Payment by Customer to the Channel Partner of fees for the Services discharges Customer's corresponding payment obligation to Baseten to the extent of the amounts so paid.

6.2 Usage Measurement. The Services meter usage, and Baseten reports metered usage to the Channel Partner for billing. Absent manifest error, Baseten's measurement of Customer's usage of the Services is authoritative for billing purposes. Customer will raise any good-faith dispute regarding metered usage within thirty (30) days of the date of the applicable Channel Partner invoice, and the Parties will work together in good faith to resolve the dispute promptly.

6.3 Non-Cancelable and Non-Refundable. Payment obligations, including minimum purchase commitments specified in any Marketplace Order, are non-cancelable and, except as expressly set forth herein, fees paid or payable are non-refundable, including fees for consumed usage. Where this Agreement expressly requires a refund, Baseten may process the refund through the Marketplace or directly, in coordination with the Channel Partner as required by the applicable Marketplace processes.

6.4 Nonpayment; Suspension. If Customer's Marketplace subscription for the Services is suspended or canceled for nonpayment, or the Channel Partner notifies Baseten of Customer's payment delinquency or of a chargeback with respect to the Services, Baseten may suspend the Services upon ten (10) or more days' prior notice until the delinquency is cured. Amounts owed for Services consumed remain payable notwithstanding any suspension or cancellation.

6.5 Taxes. Fees are exclusive of all applicable taxes. Where the Channel Partner, as marketplace operator or facilitator, is required to calculate, collect, and remit taxes on Marketplace transactions, such taxes will be handled through the Marketplace. Otherwise, Customer is responsible for all applicable taxes arising from its purchase and use of the Services, except for taxes based on Baseten's net income. Should any payment be subject to withholding tax, Customer will reimburse Baseten for such withholding tax.

6.6 Service Credits. Service credits issued under the SLA are Customer's sole and exclusive remedy for Baseten's failure to meet the service levels described therein. Service credits (a) will be applied as offsets against future usage of the Services, through Marketplace billing mechanics where feasible or otherwise as reasonably determined by Baseten; (b) have no cash value and are not refundable or redeemable for cash; (c) do not reduce or apply toward any minimum purchase commitment; (d) impose no obligation on the Channel Partner; and (e) expire upon termination or expiration of this Agreement or the applicable Marketplace Order.

7. PROPRIETARY RIGHTS

7.1 Reservation of Rights. Baseten reserves all rights, title, and interest in and to the Services, including all related intellectual property rights therein. This includes the methods, techniques, tools, software, infrastructure, and know-how used by Baseten to deploy, optimize, serve, and operate Customer Models and Third-Party Products. Customer reserves all rights, title, and interest in and to Customer Content, including all intellectual property rights therein.

7.2 License to Customer Content. Customer grants Baseten and its Affiliates a worldwide, non-exclusive license, for the Term and any post-termination period reasonably necessary for Baseten to perform its deletion and portability obligations under Section 8.5 (Portability and Deletion), to access, use, copy, distribute, perform, and display Customer Content (including Customer Models), and provide necessary access to third-party service providers acting on its behalf, only (a) to provide, maintain, and update the Services; (b) to prevent or address service or technical problems or at Customer's request in connection with customer support matters; or (c) as compelled by law in accordance with Section 12 (Confidentiality) or as expressly permitted in writing by Customer.

7.3 No Training on Customer Content. Baseten will not use Customer Content, including Customer Models, Model Outputs, or inference logs, to train, fine-tune, or otherwise develop machine learning or artificial intelligence models.

7.4 Telemetry and Platform Learnings. Baseten may collect technical and operational telemetry relating to the use and performance of the Services (e.g., latency, throughput, error rates, utilization, and feature usage data) ("Usage Information"), and may use Usage Information to operate, maintain, secure, and improve the Services. To the extent Baseten uses Usage Information for analytics, benchmarking, or product development purposes beyond the direct operation of Customer's workloads, Baseten will do so only in aggregated or de-identified form that cannot reasonably be used to identify Customer or to reveal Customer's Confidential Information or Customer Content. In no event will Baseten collect or use Usage Information for the purpose of reproducing Customer's model weights or training datasets or developing products that replicate Customer-specific deployments.

7.5 Feedback. If Customer or any Authorized User provides Baseten any feedback or suggestions regarding the Services ("Feedback"), Customer grants Baseten an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such Feedback for any purpose. Baseten will not identify Customer as the source of any such Feedback.

7.6 Independent Development. Nothing in this Agreement restricts Baseten from independently developing, acquiring, or commercializing generalized infrastructure improvements, optimization techniques, or operational practices derived from operating the Services, provided that Baseten complies with its obligations set forth in Sections 7.3 (No Training on Customer Content), 7.4 (Telemetry and Platform Learnings), and 12 (Confidentiality).

8. TERM AND TERMINATION

8.1 Term. This Agreement commences on the Effective Date and continues until all Marketplace Orders and subscriptions have expired or been terminated (the "Term"). Termination of this Agreement will terminate all Marketplace Orders.

8.2 Subscriptions; Renewal; Cancellation. Subscriptions commence, renew, and are canceled in accordance with the applicable Marketplace Order and the Marketplace's subscription management mechanics, which Customer manages through its account with the Channel Partner. Unless otherwise specified in the applicable Marketplace Order, subscriptions automatically renew for successive periods equal to the initial subscription period unless canceled through the Marketplace in accordance with its cancellation deadlines. Cancellation of a Marketplace subscription does not relieve Customer of the obligation to pay fees accrued or any non-cancelable minimum commitments in the applicable Marketplace Order.

8.3 Termination for Cause. Either party may terminate this Agreement effective after thirty (30) days' notice if the other party materially breaches this Agreement and such breach is not cured within such notice period.

8.4 Refund or Payment upon Termination. Upon any termination for cause by Customer, Baseten will refund (directly or through the Marketplace) any prepaid fees covering the remainder of the subscription term after the effective date of termination. Upon any termination for cause by Baseten, Customer will pay any unpaid fees, including for any minimum purchase commitments, for the remainder of the term of all Marketplace Orders. No termination will relieve Customer of the obligation to pay fees for the period prior to termination.

8.5 Portability and Deletion. During the Term and for a period of thirty (30) days thereafter, Customer may export Customer Content via the Services. Following the Term, Baseten shall have no obligation to maintain Customer Content, and upon Customer's written request, Baseten shall securely delete all Customer Content in its systems in accordance with the Security Practices, unless legally prohibited.

8.6 Surviving Provisions. Sections 1 (Definitions), 2 (Marketplace Structure; Relationship to Channel Partner), 3.1 (Baseten's Role), 4.1 (Customer's Responsibilities as Developer, Provider, and/or Deployer), 5.2 (Customer Responsibilities), 6 (Fees and Payment), 7 (Proprietary Rights), 8.4 (Refund or Payment upon Termination), 8.5 (Portability and Deletion), 9 (Representations and Warranties; Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12 (Confidentiality), and 13 (General Provisions) shall survive termination or expiration of this Agreement.

9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

9.1 Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2 Customer Representations. Customer represents and warrants that (a) Customer Content will not infringe any intellectual property or privacy rights or misappropriate any trade secret; (b) Customer Content will not be unlawful, tortious, misleading, or deceptive; (c) Customer has all rights, licenses, and consents necessary for Baseten to use the Customer Content to provide the Services; (d) if Customer processes personal data through the Services, Customer has provided all necessary privacy notices and obtained all necessary consents; and (e) Customer will assume and perform all obligations required of it as a developer, provider, and/or deployer of AI systems under applicable law, including with respect to Customer Models and Third-Party Products deployed by Customer.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. BASETEN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BASETEN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. BASETEN DISCLAIMS ALL LIABILITY FOR ANY HARM CAUSED BY THIRD-PARTY PRODUCTS OR CUSTOMER MODELS. THIRD-PARTY PRODUCTS ARE PROVIDED "AS-IS" AND BASETEN MAKES NO REPRESENTATIONS REGARDING THEIR PERFORMANCE, ACCURACY, SAFETY, REGULATORY CLASSIFICATION, OR AVAILABILITY. WITHOUT LIMITING THE FOREGOING, THE CHANNEL PARTNER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, AND THE CHANNEL PARTNER HAS NO OBLIGATION TO PROVIDE SUPPORT, MAINTENANCE, OR ANY SERVICE LEVEL FOR THE SERVICES.

10. LIMITATION OF LIABILITY

10.1 Liability Cap. EXCEPT FOR (I) EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, OR (II) DAMAGES ARISING FROM EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES (THROUGH THE MARKETPLACE OR OTHERWISE) IN THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. THIS SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS.

10.2 Consequential Damages Exclusion. EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS OR REVENUES OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Risk Allocation. These limitations apply to all legal theories and allocate risks between the Parties. Both Parties have relied on these limitations in entering into this Agreement.

11. INDEMNIFICATION

11.1 Customer Indemnification. Customer shall defend Baseten, its Affiliates, and their respective officers, directors, employees, and contractors, from and against any claim, suit, or proceeding by a third party (including an End User) (a) alleging that Customer's use of the Services, including any training, development, deployment, provisioning, or use of Customer Content or Third-Party Products, infringes or misappropriates third party intellectual property or privacy rights; (b) arising from Customer's failure to maintain and enforce End User Terms; or (c) arising from Customer's failure to assume or perform its obligations under applicable law, including those applicable to a developer, deployer, and/or provider of an AI system, as the case may be, or from Customer's violation of Section 4.2 (High-Risk Use Cases) (each, a "Claim Against Baseten"), and shall indemnify and hold harmless Baseten for any damages, attorney fees, and costs finally awarded against Baseten or paid by Baseten in a court-approved settlement of a Claim Against Baseten; provided that Customer shall have no indemnification obligation to the extent a Claim Against Baseten arises directly from Baseten's breach of this Agreement.

11.2 Baseten Indemnification. Baseten shall defend Customer, its Affiliates, and their respective officers, directors, employees, and contractors, from and against a suit or proceeding brought by a third party alleging that the Services infringe or misappropriate a third party's intellectual property rights (each, a "Claim Against Customer"), and shall indemnify and hold harmless Customer for any damages, attorney fees, and costs finally awarded against Customer as a result of, or for any amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided that Baseten shall have no liability to the extent a Claim Against Customer arises from (x) Customer Content (including Customer Models), or Third-Party Products; (y) Customer's breach of this Agreement; or (z) the combination of the Services with products, equipment, software, or data not supplied by Baseten. If the Services become, or in Baseten's reasonable opinion are likely to become, the subject of a Claim Against Customer, Baseten may, at its option and expense: (i) procure for Customer the right to continue using the Services; (ii) modify the Services so that they are non-infringing without materially diminishing functionality; or (iii) terminate the affected Marketplace Order and refund (directly or through the Marketplace) any prepaid fees covering the remainder of the subscription term after the effective date of termination. The remedies in this Section 11.2 are Customer's sole and exclusive remedy for any Claim Against Customer.

11.3 Procedure. The indemnified party will provide the indemnifying party with prompt written notice of any claim, suit, or demand, the right to assume the exclusive defense and control of any matter that is subject to indemnification, and cooperation with any reasonable requests assisting the indemnifying party's defense and settlement of such matter. An indemnified party shall have the right to participate in the defense of any matter that is subject to indemnification and to engage counsel, at its own expense, separate from the counsel engaged by the indemnifying party. Notwithstanding anything herein to the contrary, an indemnifying party shall not consent to, and no indemnified party shall be required to agree to, any settlement, compromise, or judgment that (a) the indemnifying party does not fully pay for; (b) provides for injunctive or other non-monetary relief affecting any other indemnified party or includes any statement or implication of any wrongful or improper act or omission by any indemnified party; or (c) does not include as an unconditional term a release from all liability of each indemnified party with respect to such Claim Against Customer or Claim Against Baseten, as applicable, by each third party that has claimed, or has a right to make such a claim for, or with respect to, any such claim.

11.4 Exclusive Remedy. This Section 11 states each party's sole liability to, and the other party's exclusive remedy against, the other for claims described in this section.

12. CONFIDENTIALITY

12.1 Confidential Information. "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Customer's Confidential Information includes Customer Content and Customer Models. Baseten's Confidential Information includes the Services and the Documentation. Each party's Confidential Information includes the terms of this Agreement and all Marketplace Orders. Confidential Information excludes information that (a) is or becomes publicly available without breach; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction; or (d) was independently developed without use of the Confidential Information.

12.2 Protection. The Receiving Party shall (a) protect Confidential Information with the same degree of care it uses for its own (but no less than reasonable care); (b) not use Confidential Information for any purpose outside this Agreement; and (c) limit access to those employees, contractors, and agents who need it for purposes consistent with this Agreement.

12.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information if compelled by law, provided it gives the Disclosing Party prior notice (to the extent legally permitted) and reasonable assistance to contest the disclosure.

12.4 Survival. The obligations in this Section 12 shall survive for three (3) years following termination or expiration of this Agreement; provided that obligations with respect to information that constitutes a trade secret under applicable law shall survive for so long as such information remains a trade secret.

13. GENERAL PROVISIONS

13.1 Force Majeure. Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control, including denial-of-service attacks, strikes, shortages, fires, acts of God, war, terrorism, and governmental action.

13.2 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship between Baseten and Customer.

13.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting the foregoing, nothing in this Agreement confers any right or remedy on any Channel Partner.

13.4 Notices. All notices will be in writing and deemed given (a) when personally delivered; (b) the first business day after sending by email; (c) the day after being sent by recognized overnight delivery service; or (d) upon receipt by certified or registered mail. Notices to Baseten shall be sent to legal@baseten.co. Notices to Customer may be sent to the contact information associated with Customer's Marketplace account or Customer's account within the Services.

13.5 Waiver and Severability. No failure or delay in exercising any right shall constitute a waiver. If any provision is held contrary to law, it shall be modified to accomplish its objectives to the fullest extent permitted, and the remaining provisions shall remain in effect.

13.6 Assignment. Either party may assign this Agreement, in whole or in part, without the other party's consent: (i) to an Affiliate; (ii) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or the assets to which this Agreement relates; (iii) as collateral security to a bona fide lender providing financing to such party or its Affiliates; or (iv) to a special purpose entity formed for financing, securitization, or asset-holding purposes in which such party or its Affiliates retain an ownership or beneficial interest; provided, in each case under clauses (iii) and (iv), that the assigning party remains responsible for performance of its obligations under this Agreement. Customer may not assign to an entity lacking the financial capacity to perform Customer's obligations (including payment and indemnification), and any such assignment is void unless accompanied by a written guarantee from a financially capable entity acceptable to Baseten. Any other assignment requires the other party's prior written consent, not to be unreasonably withheld or delayed.

13.7 Export; International Trade Laws. Customer agrees not to export, reexport, or transfer any U.S. technical data (as defined in the U.S. Export Administration Regulations ("EAR")), software, or technology acquired from Baseten in violation of International Trade Laws. "International Trade Laws" means all applicable sanctions, export, import, customs, trade, and anti-boycott laws and regulations administered, enacted, or enforced by the United States or any other relevant jurisdiction, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") or the U.S. Department of State, the EAR, the U.S. International Traffic in Arms Regulations, the import rules administered by U.S. Customs and Border Protection or the U.S. Department of Commerce, and the anti-boycott laws administered by the U.S. Departments of Commerce or Treasury. References in this Agreement to "applicable law" or "applicable laws" include International Trade Laws, in each case as applicable to the relevant party and its activities under this Agreement. Customer represents and warrants, on a continuing basis, that neither Customer nor any of its subsidiaries: (a) is identified on, or owned fifty percent (50%) or more or (where relevant under International Trade Laws) controlled by any party identified on, any sanctions-related list of restricted parties maintained by the United States or any other relevant jurisdiction, including the List of Specially Designated Nationals and Blocked Persons maintained by OFAC and the Denied Persons List, Entity List, Military End User List, and Unverified List maintained by the Bureau of Industry and Security of the U.S. Department of Commerce (any such party, a "Restricted Party"); or (b) is located in, ordinarily resident in, or organized under the laws of any country or territory subject to comprehensive territory-wide sanctions (as of the Effective Date, Cuba, Iran, North Korea, the Crimea region of Ukraine, and the so-called Donetsk People's Republic and Luhansk People's Republic) (each, a "Sanctioned Jurisdiction"). Customer will not use the Services in transactions involving, or for the benefit of, any Restricted Party or any party located in, ordinarily resident in, or organized under the laws of a Sanctioned Jurisdiction, and Customer maintains written policies, procedures, and controls reasonably designed to ensure compliance with International Trade Laws. If Baseten identifies red flags indicating potential noncompliance with International Trade Laws (including End User traffic originating from a Sanctioned Jurisdiction), Customer will, upon Baseten's reasonable request, provide information reasonably sufficient to demonstrate compliance, and Baseten may exercise its rights under Section 5.5 (Removal Requests) with respect to any violation.

13.8 Governing Law and Venue. This Agreement shall be governed by the laws of the State of California, without regard to conflict of laws rules or the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts in San Francisco, California shall have exclusive jurisdiction. Each party waives any right to jury trial.

13.9 Updates to this Agreement. Baseten may update this Agreement from time to time by posting the updated version at the location where this Agreement is made available in connection with the applicable Marketplace listing or the Services. Updates take effect upon the earlier of Customer's next Marketplace Order or the renewal of Customer's then-current subscription, except that updates required by applicable law may take effect as required and updates that do not materially reduce Customer's rights may take effect upon posting. Baseten will provide notice of material updates through the Services, the applicable Marketplace listing, or the contact information associated with Customer's account. Customer's continued use of the Services after an update takes effect constitutes acceptance of the updated Agreement.

13.10 Entire Agreement; Order of Precedence. This Agreement, including the DPA, the Security Practices, the SLA, any executed BAA, and all Marketplace Orders, constitutes the entire agreement between Baseten and Customer regarding the Services purchased through a Marketplace and supersedes all prior and contemporaneous agreements, proposals, and representations on that subject, except as provided in Section 2.3 (Existing Agreements Prevail). To the extent of conflict, the following order of precedence applies: (1) an Existing Agreement, as provided in Section 2.3; (2) custom or amended terms in a private offer, as provided in Section 2.4; (3) the DPA, any executed BAA, the SLA, and the Security Practices, each as to its subject matter; (4) the body of this Agreement; and (5) the Documentation. No terms in any Customer purchase order, procurement portal, or vendor onboarding process shall be incorporated into or form part of this Agreement.

Questions about this Agreement? Contact legal@baseten.co.