Baseten

"Customer acknowledges and agrees that the Baseten Products & Services will not be used, and is not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Baseten or its licensors on the Documentation or any copies thereof. 3.3 Ownership. The Baseten Products & Services and Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Baseten and its suppliers. All rights in and to the Baseten Products & Services and Documentation not expressly granted to Customer in this Agreement are reserved by Baseten and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Baseten Products & Services, Documentation, or any part thereof.  Customer acknowledges and agrees that Baseten has the right to compile deidentified, anonymized and/or aggregated statistical information related to the usage and performance of the Services (e.g., latency metrics) derived from the Customer’s and Authorized Users’ and End Users’ use thereof (collectively, “ Statistical Data ”).  Baseten owns all Statistical Data and may use Statistical Data for Baseten’s lawful business purposes, including to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and any other Baseten offerings. "

" 8.1 Types of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BASETEN BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN BASETEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.   8.2 Amount of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF BASETEN ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO BASETEN DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL BASETEN’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.  8.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. "

" Nothing in this DPA shall require Baseten to furnish more information about its Sub-Processors in connection with such audits than such Sub-Processors make generally available to their customers. Nothing in this Section 10 shall be construed to obligate Baseten to breach any duty of confidentiality. Except to the extent prohibited by applicable law, Customer shall be fully responsible for all time spent by Baseten (at Baseten’s then-current professional services rates) in Baseten’s provision of any cooperation and assistance provided to Customer under this Section 10 (excluding any costs incurred in the procurement, preparation or delivery of Audit Reports to Customer), and shall on demand reimburse Baseten any such costs incurred."

" to provide, improve, develop, optimize and maintain the Services; "

" In respect of any such Processing described in Section 13.1, Baseten:  independently determines the purposes and means of such Processing; "

" to investigate fraud, spam, wrongful or unlawful use of the Services; and/or "

" shall Process such Service Data as described in Baseten’s relevant privacy notices/policies, as updated from time to time; and"

" You have the right to opt-out of the sale of Your personal information. Once We receive and confirm a verifiable consumer request from You, we will stop selling Your personal information. To exercise Your right to opt-out, please contact Us. The Service Providers we partner with (for example, our analytics or advertising partners) may use technology on the Service that sells personal information as defined by the CCPA law. If you wish to opt out of the use of Your personal information for interest-based advertising purposes and these potential sales as defined under CCPA law, you may do so by following the instructions below. Please note that any opt out is specific to the browser You use. You may need to opt out on every browser that You use."

" Therefore, 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) next renewal date of the Agreement pursuant to the applicable Order. "

" 3.1 Baseten License Grant. Subject to the terms and conditions of this Agreement, Baseten grants to Customer a non-exclusive, non-transferable (except as permitted under Section 12.5 (No Assignment)) license during the Term (as defined below) (a) to access and use the Baseten Products & Services solely for Customer’s internal business purposes and to make Customer’s Customer Models available to End Users in accordance with the Documentation and applicable limitations (if any) set forth in the Order; (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the Baseten Products & Services; and (c) if, and to the extent, Customer is the Hosting Party, to host the applicable Baseten Products & Services in Customer’s Supported Environment in accordance with the Documentation. Customer may permit any Authorized Users to access and use the features and functions of the Baseten Products & Services as contemplated by this Agreement. 3.2 Restrictions. Customer will not, and will not permit any Authorized User, End User or other party to: (a) allow any third party to access the Baseten Products & Services or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Baseten Products & Services or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Baseten Products & Services or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Baseten Products & Services, except as permitted by law; (e) interfere in any manner with"

" PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE “ TERMS ”), WHICH ALONG WITH ANY APPLICABLE ORDER REFERENCING THESE TERMS (AN “ ORDER ”) AND ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE “ AGREEMENT ”) CONSTITUTE THE AGREEMENT BETWEEN THE ENTITY ACCESSING OR USING THE SERVICE (“ YOU ” OR “ CUSTOMER ”), AND BASETEN LABS, INC. (“ BASETEN ”). THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SERVICE BETWEEN THE PARTIES AND IT 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 THAT REFERENCES THESE TERMS, OR BY ACCESSING OR USING, OR SUBSCRIBING TO USE, THE SERVICE, 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 SERVICE 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 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 SERVICE. 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 posting a notice on Baseten’s website. "

" 4.1 Fees. In consideration for the access rights granted to Customer and the Services performed by Baseten under this Agreement, Customer will pay to Baseten the Fees. Except as otherwise provided in the Order, all Fees are billed at the end of the month due and payable within thirty (30) days of the date of the invoice and all payments shall be made via ACH or wire transfer.  In the event an Order provides for payment by credit card, all purchases over five thousand U.S. Dollars ($5,000) will be subject to credit card fees. Baseten will be reimbursed only for expenses that are expressly provided for in an Order or SOW (as defined below) or that have been approved in advance in writing by Customer, provided Baseten has furnished such documentation for authorized expenses as Customer may reasonably request.  Baseten reserves the right (in addition to any other rights or remedies Baseten may have) to discontinue the Baseten Products & Services and suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times. 4.2 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Baseten’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Baseten Products & Services to Customer. "

"Baseten is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. If Customer processes the personal data of any third party in Customer’s use of the Services, Customer is responsible for providing legally adequate privacy notices and obtaining necessary consents for processing, storage, use and transfer of such data, and, without limitation to any other terms of this Agreement, Customer represents and warrants that Customer has provided all necessary privacy notices and obtained all necessary consents in connection with the foregoing.  Customer agrees that any use of the Baseten Products & Services contrary to or in violation of the representations and warranties of Customer in this Section 5.2 (Customer Warranty) constitutes unauthorized and improper use of the Baseten Products & Services. 5.3 Customer Responsibility for Data and Security. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order to access the Baseten Products & Services. Customer will have the ability to export Customer Content out of the Baseten Products & Services and is encouraged to make its own back-ups of the Customer Content. Customer has the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content and for obtaining and maintaining the required Supported Environment. "

"Customer will make all payments of Fees to Baseten free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Baseten will be Customer’s sole responsibility, and Customer will provide Baseten with official receipts issued by the appropriate taxing authority, or such other evidence as Baseten may reasonably request, to establish that such taxes have been paid.  4.3 Interest . Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid."

" The total aggregate liability of either Party towards the other Party, howsoever arising, under or in connection with this DPA and the SCCs (if and as they apply) will under no circumstances exceed any limitations or caps on, and shall be subject to any exclusions of, liability and loss agreed by the Parties in the Agreement; provided that, nothing in this Section 12 will affect any person’s liability to Data Subjects under the third-party beneficiary provisions of the SCCs (if and as they apply)."

"This section states the sole and exclusive remedy of Customer and the entire liability of Baseten, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions. 10.2 By Customer. Customer will defend at its expense any suit brought against Baseten, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, (b) the Customer Marks, or (c) Customer’s breach or alleged breach of Sections 5.2 (Customer Warranty).  10.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit."

" 7.2 Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 7.1 (LIMITED WARRANTY) IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7 (WARRANTIES AND DISCLAIMERS), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS,” AND BASETEN MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. BASETEN DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE BASETEN PRODUCTS & SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. "

" 2.1 Access. Subject to Customer’s payment of the fees set forth in the Order ( “Fees” ), Baseten will provide Customer with access to the Baseten Products & Services. On or as soon as reasonably practicable after the Effective Date, Baseten will provide to Customer the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Customer and its Authorized Users to access the Baseten Products & Services in accordance with the Access Protocols. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Baseten Products & Services, and notify Baseten promptly of any such unauthorized access or use known to Customer. 2.2 Support Services. Subject to the terms and conditions of this Agreement, Baseten will exercise commercially reasonable efforts to (a) provide support for the use of the Baseten Products & Services to Customer, and (b) keep the Baseten Products & Services operational and available to Customer, in each case in accordance with its standard policies and procedures as set forth at https://www.baseten.co/service-level-agreement/ (as may be updated by Baseten from time to time)  (the “ SLA ”).  Customer’s sole remedy, and Baseten’s sole liability, in connection with any breach of the SLA shall be as set forth therein. 2.3 Hosting. The Hosting Party will, at its own expense, provide for the hosting of the applicable Baseten Products & Services, provided that nothing herein will be construed to require Baseten to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Baseten Products & Services from the Internet. "