PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE "TERMS"), WHICH, ALONG WITH ANY APPLICABLE ORDER FORM REFERENCING THESE TERMS (AN "ORDER FORM") AND ALL POLICIES AND SUPPLEMENTAL TERMS INCORPORATED BY REFERENCE HEREIN OR PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE "AGREEMENT"), CONSTITUTE THE AGREEMENT BETWEEN THE ENTITY ACCESSING OR USING THE SERVICES ("YOU" OR "CUSTOMER") AND BASETEN LABS, INC. ("BASETEN"). THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SERVICES BETWEEN THE PARTIES AND SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT THERETO. BASETEN AND CUSTOMER ARE HEREINAFTER JOINTLY DEFINED AS THE "PARTIES" OR INDIVIDUALLY A "PARTY".
BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, OR BY ACCESSING OR USING, OR SUBSCRIBING TO USE, THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY AND TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT (PERSONALLY AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT WHEN USING THE SERVICES OR THAT YOU NAME AS THE USER WHEN YOU CREATE AN ACCOUNT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO BIND ANY SUCH COMPANY OR LEGAL ENTITY TO THIS AGREEMENT. EACH ORDER FORM IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
Baseten may change these Terms from time to time at its sole discretion, and if it makes any material changes, it will attempt to notify You by sending You an email to the last email address You provided to Baseten and/or by posting a notice on Baseten's website. You agree to promptly notify Baseten of any changes in Your email address. Any material changes to these Terms will be effective upon the earlier of (1) Your acceptance of the new Terms if Baseten provides a mechanism for Your immediate acceptance in a specified manner (such as a click-through review and acceptance mechanism); or (2) the next renewal date of the Agreement pursuant to the applicable Order Form.
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.
"Customer" means the entity accepting these Terms or named in the applicable Order Form, and those of its Affiliates that have entered into Order Forms for the purchase of Services under this Agreement.
"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.
"End User" means a third party that accesses or uses a Customer Model or Third-Party Product deployed by Customer through the Services.
"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.
"Order Form" means an ordering document (including any online order) specifying the Services to be provided hereunder that is entered into between Customer and Baseten. By entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
"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 ordered under an Order Form, as more fully described in the Documentation. Services exclude Third-Party Products.
"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.
2. Baseten's Role and Responsibilities
2.1. 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.
2.2. 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 3.1.
2.3. Provision of Services. Baseten will (a) make the Services purchased under an Order Form available to Customer pursuant to this Agreement; (b) provide the Services in accordance with the Service Level Agreement available at https://www.baseten.co/service-level-agreement/ (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.
2.4. 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 the sections titled "Termination for Cause" and "Refund or Payment upon Termination."
2.5. Protection of Customer Content. Baseten will maintain administrative, physical, and technical safeguards for the security, confidentiality, and integrity of Customer Content at a level not materially less protective than as set forth in the Security Practices available at https://www.baseten.co/security-practices/ (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. Further, to the extent Baseten processes personal data on behalf of Customer in connection with the Services, the terms of Baseten's Data Processing Addendum available at https://www.baseten.co/dpa are hereby incorporated by reference and shall apply (the "DPA"). 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.
2.6. 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.
2.7. 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.
2.8. 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.
2.9. 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.
3. Customer's Role and Responsibilities
3.1. 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.
3.2. 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 unless a Business Associate Agreement with Baseten is in effect in accordance with Section 12.10 (Baseten's standard BAA is available at https://www.baseten.co/baa). Customer shall disclose AI use to End Users as required by applicable law and shall not represent AI-generated content as human-generated.
3.3. 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.
3.4. 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 Order Forms and as Customer's sole and exclusive remedy, Baseten will refund any prepaid fees allocable to the period after termination.
4. Access and Use of the Services
4.1. Account Creation and Subscriptions. Customer may identify administrators for its account and invite and permission Authorized Users. Unless otherwise specified in an applicable Order Form, (a) Services are purchased as subscriptions which may include usage-based components as described in the Order Form; and (b) additional subscriptions or capacity may be added via the Services interface or by Order Form 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.
4.2. 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.
4.3. 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.
4.4. 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 10.2 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.
4.5. 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 reserves the right to directly step in and take appropriate action, if Customer does not take appropriate action, or if Baseten believes there is a credible risk of harm to Baseten, the Services, Authorized Users, or any third parties.
5. Fees and Payment
5.1. Fees and Payment. Customer will pay all fees specified in all Order Forms hereunder. Payment obligations, including minimum purchase commitments specified in any Order Forms, are non-cancelable and, except as expressly set forth herein, fees paid are non-refundable. Fees will be invoiced in accordance with the relevant Order Form. Full payment for invoices issued must be received within thirty (30) days from the invoice date, unless otherwise specified in the Order Form. Baseten reserves the right to suspend the Services if any fees are more than thirty (30) days overdue, provided Baseten has given Customer ten (10) or more days' prior notice. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
5.2. Taxes. Fees are exclusive of all applicable taxes. Customer will be responsible for all applicable taxes 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.
5.3. Future Functionality. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public or private comments made by Baseten regarding future functionality or features.
5.4. Affiliate Guarantee. If Customer is a special-purpose entity, shell entity, or otherwise does not independently maintain sufficient financial resources to satisfy its obligations under this Agreement (including payment and indemnification obligations), then upon Baseten's reasonable written request, Customer shall cause its parent entity or a financially capable Affiliate to execute a written guarantee in favor of Baseten guaranteeing Customer's payment and indemnification obligations hereunder.
6. Proprietary Rights
6.1. 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.
6.2. 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 7.4 (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 the "Confidentiality" section below and Baseten's Data Request Policy, available at https://www.baseten.co/data-request-policy/ (the "Data Request Policy"), or as expressly permitted in writing by Customer.
6.3. 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.
6.4. 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.
6.5. 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.
6.6. 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 6.3 (No Training on Customer Content), 6.4 (Telemetry and Platform Learnings), and 11 (Confidentiality).
7. Term and Termination
7.1. Term. This Agreement commences on the date Customer first accepts these Terms or executes an Order Form (the "Effective Date") and continues until all subscriptions have expired or been terminated (the "Term"). Termination of this Agreement will terminate all Order Forms. Subscriptions commence on the start date specified in the applicable Order Form and continue for the term specified therein. Except as otherwise specified, all subscriptions will automatically renew for additional one-year periods unless either party gives the other notice of non-renewal (email permitted) at least sixty (60) days before the end of the relevant subscription term.
7.2. 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.
7.3. Refund or Payment upon Termination. Upon any termination for cause by Customer, Baseten will refund 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 Order Forms. No termination will relieve Customer of the obligation to pay fees for the period prior to termination.
7.4. 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.
7.5. Surviving Provisions. The sections titled "Definitions," "Baseten's Role," "Customer's Responsibilities as Developer, Provider, and/or Deployer," "Customer Responsibilities," "Fees and Payment," "Proprietary Rights," "Confidentiality," "Representations and Warranties; Disclaimer," "Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," "Portability and Deletion," "Notices," and "General Provisions" shall survive termination or expiration.
8. Representations and Warranties; Disclaimer
8.1. Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2. 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.
8.3. 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.
9. Limitation of Liability
9.1. Liability Cap. EXCEPT FOR (I) EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, 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 IN THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. THIS SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS.
9.2. Consequential Damages Exclusion. EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, 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.
9.3. 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.
10. Indemnification
10.1. 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 3.2 (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.
10.2. 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 Order Form and refund any prepaid fees covering the remainder of the subscription term after the effective date of termination. The remedies in this Section 10.2 are Customer's sole and exclusive remedy for any Claim Against Customer.
10.3. 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; and (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.
10.4. Exclusive Remedy. This Section 10 states each party's sole liability to, and the other party's exclusive remedy against, the other for claims described in this section.
11. Confidentiality
11.1. 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 Order Forms. 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.
11.2. 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.
11.3. 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. With respect to requests by individuals, courts, government agencies, or litigants for disclosure of Customer Content, Baseten will respond in accordance with the Data Request Policy.
11.4. Survival. The obligations in this Section 11 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.
12. General Provisions
12.1. 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.
12.2. Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.
12.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.4. 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 sent by recognized overnight delivery service; or (d) upon receipt by certified or registered mail. Notices to Baseten shall be sent to Baseten Labs, Inc., 560 Davis St., Suite 250, San Francisco, CA 94111, Attn: Legal, with a copy to legal@baseten.co.
12.5. 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.
12.6. 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.
12.7. 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 4.5 (Removal Requests) with respect to any violation.
12.8. 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.
12.9. Entire Agreement; Order of Precedence; Modifications. This Agreement, including the DPA, the Security Practices, the SLA, any Additional Addendum that applies in accordance with Section 12.10, and all Order Forms, constitutes the entire agreement between the Parties concerning the Services and supersedes all prior and contemporaneous agreements, proposals, and representations with respect thereto. To the extent of conflict, any applicable Additional Addendum, the DPA, the Security Practices, the SLA, and any Order Forms prevail over the body of these Terms, each as to its subject matter. Baseten may update these Terms as described in the introduction to these Terms. No terms in any Customer purchase order, procurement portal, or vendor onboarding process shall be incorporated into or form part of this Agreement.
12.10. Additional Addenda. The DPA applies automatically to the extent Baseten processes personal data on behalf of Customer in connection with the Services, without further action by the Parties. The following addenda (each, an "Additional Addendum") do not apply by default, and apply only if and to the extent (a) mutually executed by the Parties, or (b) incorporated by cross-reference in the applicable Order Form or otherwise agreed by the Parties in writing (including by incorporation by reference in a master services agreement or other written agreement between the Parties): (i) Baseten’s Business Associate Agreement, available at https://www.baseten.co/baa (the "BAA"); and (ii) Baseten’s DORA Addendum, available at https://www.baseten.co/dora (the "DORA Addendum").
Questions about these Terms? Contact legal@baseten.co
Questions about these Terms? Contact legal@baseten.co