ORDER FORM SUPPLEMENT
THIRD-PARTY PRODUCT TERMS
The following Order Form Supplement (the “Supplement”) is incorporated into, and forms part of, the Master Services Agreement (the “Agreement”) in place between Baseten Labs, Inc. (“Baseten”) and the organization or customer that you represent in agreeing to this Supplement ( “Customer”). This Supplement grants Customer access to and use of Third-Party Products under this Supplement. To the extent the Agreement does not define "Third-Party Products" or contain terms addressing the matters below, this Supplement is incorporated into and supersedes the Agreement solely with respect to the Third-Party Products accessed under this Supplement. Where the Agreement addresses the same subject matter, this Section is supplemental and the Agreement controls in the event of a conflict, except to the extent this Section expressly states it supersedes the Agreement. In the event of a conflict between this Supplement and an Order Form entered into between Customer and Baseten, the terms of this Supplement control. Capitalized terms not defined herein have the meanings set forth in the Agreement.
By clicking Activate, you agree to these terms.
1. THIRD-PARTY PRODUCTS
"Third-Party Products" means the machine learning models identified in the table in Exhibit A, which are developed, owned, or controlled by a third party (each, a "Model Lab") and made available through the Baseten Services. Third-Party Products are not Services, Customer Content, or Baseten intellectual property, and are subject to the applicable Model Lab’s license terms, acceptable use restrictions, and other terms communicated through the Baseten Services or Documentation (the "Model Lab Terms"). Customer is responsible for reviewing and complying with the Model Lab Terms for each Third-Party Product it elects to use. Customer shall pay Baseten the fees set forth listed on applicable Model Lab activation page. Fees are calculated based on Customer's usage of each Third-Party Product. Customer has no payment obligation directly to any Model Lab under this Supplement. Customer shall be responsible for separately maintaining sufficient compute resources, either via the applicable Order Form or as an add-on.
2. BASETEN’S ROLE
Baseten provides infrastructure, deployment, optimization, and orchestration services for Third-Party Products. Baseten does not develop, own, train, or control any Third-Party Product and does not control the design, training, intended purpose, or outputs of any Third-Party Products. Baseten does not certify, warrant, or assume responsibility for any Third-Party Products, including its outputs, accuracy, safety, bias, performance, risk classification, or compliance with applicable law. Baseten's activities under this Supplement with respect to Third-Party Products 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.
3. CUSTOMER’S ROLE
As between Customer and Baseten, Customer's selection, configuration, deployment, and use of each Third-Party Product constitutes Customer's independent decision to deploy such Third-Party Product, and Customer assumes and shall perform all obligations that applicable law (including applicable artificial intelligence laws and regulations) imposes on the developer, provider, and/or deployer of AI systems with respect to such Third-Party Product. Without limiting the foregoing, Customer is responsible for: (a) determining the intended use and risk classification of each Third-Party Product under applicable AI laws and implementing corresponding safety and compliance measures; (b) performing all required risk assessments, impact assessments, and regulatory filings; (c) implementing appropriate safety measures, guardrails, and human oversight mechanisms; (d) providing adequate transparency disclosures and model documentation to end users as required by applicable law; (e) ensuring compliance with applicable export control and sanctions laws; (f) maintaining all records and documentation required by applicable AI laws; (g) compliance with the Model Lab Terms; and (h) promptly notifying Baseten of any material change in the regulatory classification of any Third-Party Product used hereunder, or any regulatory inquiry or enforcement action relating thereto.
4. NO BASETEN WARRANTY OR INDEMNITY FOR THIRD-PARTY PRODUCTS
Notwithstanding anything to the contrary in the Agreement, the Third-Party Products are provided "as is" and "as available," and Baseten makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, with respect to any Third-Party Product. Without limiting the foregoing, Baseten's representations, warranties, service level commitments, and indemnification obligations under the Agreement do not extend to any Third-Party Product or its outputs. Customer's exclusive remedies with respect to any defect, outage, failure, infringement claim, or other issue arising from a Third-Party Product are those available, if any, under the applicable Model Lab Terms.
5. SUSPENSION AND REMOVAL
Customer acknowledges and agrees that Baseten or the applicable Model Lab may, at any time and without liability to Customer, discontinue, suspend, deprecate, version, modify, or otherwise cease making any Third-Party Product available through the Baseten Services. Baseten will use commercially reasonable efforts to provide Customer with prior written notice of any such material discontinuation, suspension, or removal, and will reasonably cooperate with Customer in identifying alternative Third-Party Products or deployment configurations. If Baseten removes a Third-Party Product under this Section that was a material driver of Customer’s usage under the Order Form, the Parties will discuss in good faith an equitable adjustment to any minimum usage commitment under the Order Form.
6. DATA HANDLING FOR THIRD-PARTY PRODUCTS
Customer Content submitted to a Third-Party Product through the Baseten Services remains subject to the data-protection and confidentiality provisions of the Agreement, and the Model Lab is not a sub-processor of Customer by virtue of this Supplement. Baseten will not share Customer Content (including inputs, outputs, prompts, or request-level logs) with any Model Lab absent Customer's prior express written consent and, where applicable, a separate written agreement among Baseten, the Model Lab, and Customer establishing the legal basis for any such transfer.
7. TERM
The Term of this Supplement is concurrent with the applicable Order Form. This Supplement will renew concurrently with the applicable Order Form unless either party provides written notice of non-renewal of this Supplement at least sixty (60) days before the end of the then-current term.
8. BILLING FREQUENCY
Baseten shall bill Customer for fees payable under this Supplement in accordance with the billing frequency set forth in the Order Form.
9. CUSTOMER INFORMATION DISCLOSURES
A. Consent at Activation. As part of activating any Third-Party Product, Baseten provides Customer with the means to enable or disable disclosure of certain Customer information (the "Customer Information") to the applicable Model Lab. Customer's preference is recorded at activation and may be updated at any time through deployment settings. The specific data fields available to be disclosed, the default settings, the Model Lab's permitted uses of those fields, and the Model Lab's use restrictions are described in the activation flow and in Baseten's then-current ‘Customer Information Disclosure Notice’.
B. What Is Never Disclosed. Regardless of any consent, Baseten will not disclose to any Model Lab (i) Customer Content (including inputs, prompts, outputs, voice clips, generated content, or request-level logs); (ii) Customer’s internal technical configuration; (iii) the commercial terms Customer has negotiated with Baseten; or (iv) information about other models or services Customer uses on the Baseten Services.
C. Revocation; No Adverse Treatment. Customer may update its disclosure preferences at any time through deployment settings, with effect within twenty-four (24) hours. Customer's decision to disable disclosure of Customer Information (whether at activation or thereafter) will not affect Customer's access to any Third-Party Product, Customer's pricing under this Supplement or the Order Form, or Customer's other use of the Baseten Services.
D. Model Lab Restrictions. Each Model Lab that receives Customer Information is bound by its Distribution Agreement with Baseten, which limits the Model Lab’s use of Customer Information to product feedback, feature discussion, version updates, and beta-program purposes; prohibits off-platform solicitation, undercutting Baseten pricing, and direct billing relationships for the same Third-Party Product during a defined no-circumvention period; and gives Baseten audit and suspension rights for material breach.