Terms and conditions
These Terms and Conditions (“Agreement”) govern the use of the Services provided by Baton Inc. (“Company”) to the organization or individual agreeing to these terms (“Customer”). This Agreement is effective as of the date of an applicable signed Order Form or, if earlier, the date upon which Customer first accesses the Services (“Effective Date”). Where Customer has executed a separate Subscription Agreement with Company, that agreement governs and supersedes these Terms to the extent of any conflict.
1. Services and Support
1.1 Services. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. Company grants Customer during the applicable Subscription Term a non-exclusive, non-sublicensable, non-transferable right to access and use the Services in accordance with this Agreement.
1.2 Authorized Users. Customer will not allow any person other than Authorized Users to access or use the Services. Customer may authorize any employee or contractor to access the Services (each an “Authorized User”), provided that Customer is responsible for acts or omissions by Authorized Users as if made by Customer itself. Each account may only be used by the specific Authorized User for whom it is created. Customer may not share login credentials between multiple users.
1.3 Support. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.
1.4 Third-Party Services. Certain features within the Services may allow Customer to interface with compatible third-party services (“Third-Party Services”). Company is not responsible for any issues or errors in Third-Party Services. Customer is responsible for obtaining any licenses and consents necessary to use Third-Party Services in connection with the Services. Company remains responsible for the acts and omissions of its own sub-processors providing portions of the Services.
1.5 Beta and Evaluation Services. Company may grant Customer access to the Services on a trial, evaluation, or beta basis. Such services are provided “as-is” without representations, warranties, performance guarantees, or support obligations. Company may terminate evaluation access at its discretion with reasonable prior notice. If Customer does not provide a termination notice before the end of an agreed evaluation period, the Agreement will continue for the remainder of the Initial Term and Fees will become due in accordance with the applicable Order Form.
1.6 Suspension. Company may suspend Customer’s access to the Services if required by law, or if Company believes in good faith that Customer’s use poses a credible security risk or violates this Agreement. Company will use reasonable efforts to give Customer notice before suspension and will reinstate access promptly once the issue is resolved.
2. Restrictions and Responsibilities
2.1 Restrictions. Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any related software or documentation; (ii) modify, translate, or create derivative works based on the Services; (iii) sell, assign, lease, sublicense, or otherwise transfer the Services to any third party without Company’s prior written consent; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels; (vi) interfere with or disrupt the integrity or performance of the Services; (vii) attempt to gain unauthorized access to the Services or its related systems; (viii) use any Company content or Customer Output for purposes of training, validating, testing, or other development of any artificial intelligence or machine learning technology; or (ix) use the Services in a manner that infringes or otherwise violates any third party’s rights or applicable laws.
2.2 Customer Responsibilities. Customer is responsible for the accuracy, completeness, and legality of any content, data or information that Customer or its Users upload to or process through the Services. Customer is responsible for obtaining any third-party consents, licenses, or other rights necessary to process, store, or otherwise use any such content through the Services.
2.3 Equipment and Security. Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to access the Services. Customer is responsible for maintaining the security of its account, access credentials, and files, and for all uses of its account with or without Customer’s knowledge or consent. Customer will promptly notify Company if it knows or reasonably suspects that any account or access credentials have been compromised.
2.4 Compliance. Customer represents, covenants, and warrants that it will use the Services only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including reasonable attorneys’ fees) in connection with any claim arising from Customer’s violation of the foregoing.
2.5 Export Controls. Customer is solely responsible for ensuring its use of the Services complies with applicable export control and sanctions laws. Customer may not use the Services for the benefit of any U.S. embargoed country or for anyone on a restricted party list maintained by any governmental authority.
3. Confidentiality; Proprietary Rights
3.1 Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information that is identified as confidential or that should reasonably be understood to be confidential under the circumstances (“Confidential Information”). Confidential Information of Company includes the terms of the Order Form and non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes Customer Data. The Receiving Party agrees: (i) to take commercially reasonable precautions to protect such Confidential Information, using no less care than it uses to protect its own confidential information of a similar nature; (ii) not to use such Confidential Information except in performance of the Services or as otherwise permitted herein; and (iii) not to disclose such Confidential Information to any third party except as permitted in this Agreement. These obligations shall not apply to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in its possession prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Confidential Information; or (e) is required to be disclosed by law. These confidentiality obligations shall continue for five (5) years following disclosure.
3.2 Customer Data. As between Customer and Company, Customer retains all right, title and interest in and to the data and information submitted by Customer and its Authorized Users to the Services (“Customer Data”). Customer grants Company a limited, non-exclusive, worldwide license to access and use Customer Data as necessary to provide the Services.
3.3 AI Features. The Services include features powered by artificial intelligence (“AI Features”) that process Customer inputs to generate automated actions within Customer’s authorized applications. Customer may submit Customer Data as input to AI Features in order to receive outputs (“Output”). As between Company and Customer, Output generated using AI Features forms part of Customer Data. Customer is solely responsible for evaluating the accuracy, completeness, and suitability of any Output for Customer’s use case and retains full responsibility for any decisions made based on AI Features. Company will not use, or permit its sub-processors to use, Customer Data to train artificial intelligence or machine learning models.
3.4 Company Rights. Company shall own and retain all right, title and interest in and to (a) the Services and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with the Services; (c) all intellectual property rights related to any of the foregoing; and (d) the Baton pre-automated workflow libraries. No rights or licenses are granted except as expressly set forth herein.
3.5 Usage Data. Notwithstanding anything to the contrary, Company may collect and use anonymized, aggregated analytics, statistics, and performance data about the use of the Services (“Usage Data”) to improve and enhance the Services. Usage Data will not include any Customer Data and will be de-identified such that it cannot directly or indirectly identify Customer or any natural person.
3.6 Feedback. Customer hereby grants Company a perpetual, irrevocable, transferable, royalty-free, worldwide license to use and exploit any suggestions, comments, or feedback regarding the Services for any purpose in connection with the development and improvement of the Services.
4. Payment of Fees
4.1 Fees. Customer will pay Company the fees described in the Order Form (“Fees”). Except as otherwise set forth in an Order Form, all Fees are non-refundable and payment obligations are non-cancelable. Company reserves the right to change the Fees at the end of the Initial Service Term or then-current renewal term upon thirty (30) days prior written notice. If Customer believes that Company has billed incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error appeared.
4.2 Payment Terms. Except as otherwise agreed in an Order Form, all Fees are payable upon the Effective Date and on a recurring basis as set forth in the applicable Order Form. Company may bill through an invoice, in which case full payment must be received within thirty (30) days. Company reserves the right to suspend access to the Services until all past-due amounts are paid in full. Customer will pay a late charge of one percent (1%) per month, or the highest amount permitted by applicable law, whichever is less, on any amounts not paid by the due date.
4.3 Taxes. Customer is responsible for all sales, use, excise, and other taxes applicable to the Fees, except for taxes based on Company’s income. Fees are exclusive of taxes.
4.4 Payment Processing. Company may use third-party payment processors to facilitate processing of Fees. By submitting payment information, Customer grants Company and its payment processor the right to store and process such information. Company will not be responsible for any failure of a third-party payment processor to adequately protect customer information.
5. Term and Termination
5.1 Agreement Term. This Agreement commences on the Effective Date and continues for the Subscription Term indicated in the applicable Order Form, unless earlier terminated in accordance with this Agreement.
5.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days after written notice. Company may also terminate upon notice if any amounts payable by Customer are more than ten (10) days past due. Either party may terminate immediately if the other party ceases business operations or becomes subject to insolvency or bankruptcy proceedings not dismissed within ninety (90) days.
5.3 Effect of Termination. Upon expiration or termination: (a) all rights granted hereunder shall cease; (b) Company will use commercially reasonable efforts to retain and make Customer Data available for at least one (1) week following the end of the Term; (c) following that retrieval period, Company will securely delete all remaining Customer Data within thirty (30) days and provide written confirmation upon request; (d) if Customer terminates for Company’s uncured material breach, Company will refund any prepaid, unused fees. Company will not be obligated to refund Fees in any other circumstance.
5.4 Survival. Sections 2, 3, 4 (accrued obligations), 5.3, 5.4, 7, and 8 will survive termination of this Agreement.
6. Warranty and Disclaimer
6.1 Warranty. Company warrants that the Services will materially comply with Company’s published documentation when used in accordance with this Agreement. Company’s sole obligation for material non-conformity shall be, in Company’s sole discretion: (i) to provide an error-correction or workaround; (ii) to replace the non-conforming portions of the Services; or (iii) to terminate the Agreement and refund any prepaid, unused fees.
6.2 Disclaimer. Customer acknowledges that any use of or reliance on the Services and any AI-generated outputs is at Customer’s own risk. Except as expressly set forth in this Agreement, the Services are provided “as is” and Company disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant that the Services will be secure, uninterrupted, accurate, or error free, or that AI-generated outputs will be accurate or suitable for any particular purpose. Company will not be responsible for any use by Customer of any AI-generated output.
7. Limitation of Liability
7.1 Exclusion of Damages. To the maximum extent permitted by applicable law, neither party will be liable for any damages arising out of this Agreement under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or for loss of profits or business; (b) for any exemplary, incidental, special, consequential, multiple, punitive or other indirect damages; or (c) for any matter beyond such party’s reasonable control, whether or not such party has been advised of the possibility of such damages.
7.2 Liability Cap. In no event shall either party’s aggregate liability arising out of or in connection with this Agreement exceed the fees paid or payable by Customer to Company in the twelve-month period preceding the event giving rise to the claim. The foregoing limitations apply to the maximum extent permitted under applicable law, except that this section does not limit Customer’s indemnification obligations in Section 8 or Customer’s payment obligations.
8. Indemnification
8.1 Company Indemnification. Company shall indemnify, defend, and hold Customer harmless from liability to third parties resulting from a third-party claim alleging infringement by the Services of any United States patent, copyright, or trade secret. The foregoing shall not apply to the extent the claim arises from: (i) combination of the Services with software or products not provided by Company; (ii) modifications to the Services by anyone other than Company; (iii) use of the Services other than in accordance with this Agreement; or (iv) Customer’s continued use after being notified of the alleged infringement. If the Services are held to be infringing, Company may at its option: (a) modify or replace the Services to be non-infringing; (b) obtain a license to continue use; or (c) terminate the Agreement and refund any prepaid, unused fees. This Section sets forth Company’s sole liability and Customer’s sole remedy with respect to any claim of intellectual property infringement.
8.2 Customer Indemnification. Customer agrees to indemnify, defend, and hold Company and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of a third-party claim related to: (i) Customer’s violation of this Agreement; or (ii) any Customer Data or use thereof, except to the extent such claim arises from Company’s use of Customer Data in violation of this Agreement.
8.3 Procedures. A party seeking indemnity will provide the indemnifying party with prompt written notice of any claim, reasonable cooperation in the defense, and sole control over defense and settlement, provided the indemnified party may participate at its own expense. The indemnifying party may not enter any settlement without prior written consent of the other party, which will not be unreasonably withheld.
9. Modifications to Terms
Company reserves the right to modify these terms at any time. For non-material changes, Company will post updated terms with at least fifteen (15) days’ notice. For material changes that reduce Customer’s rights or increase Customer’s obligations, Company will provide at least thirty (30) days’ prior written notice to Customer’s registered email address, and such changes shall require Customer’s affirmative written acceptance to take effect for existing customers. Customer’s continued use of the Services following the applicable notice period for non-material changes constitutes acceptance of the updated terms.
10. Miscellaneous
10.1 Governing Law. This Agreement shall be construed in accordance with the internal laws of the State of California, USA, without giving effect to principles of conflicts of law. Each party consents to the exclusive jurisdiction of federal or state courts located in the State of California to resolve any dispute hereunder.
10.2 Entire Agreement. This Agreement, together with any applicable Order Form(s), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements. In the event of a conflict, the Order Form controls over these Terms, and a separately executed Subscription Agreement controls over both. All modifications must be in writing signed by both parties.
10.3 Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, it shall be limited or eliminated to the minimum extent necessary so that this Agreement remains in full force. No failure to exercise any right under this Agreement shall constitute a waiver of that right.
10.4 Assignment. This Agreement is not assignable by Customer without Company’s prior written consent. Either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.
10.5 Relationship; Notices; Publicity. The parties are independent contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship. All notices shall be in writing and deemed duly given upon confirmed receipt. During the Term, Company may include Customer’s name and logo in its marketing materials to indicate that Customer is a customer of Company.
10.6 Force Majeure; Injunctive Relief. Neither party will be liable for any delay or failure to perform (other than payment obligations) resulting from causes outside its reasonable control. Each party acknowledges that a breach of confidentiality or intellectual property obligations may constitute irreparable harm entitling the non-breaching party to seek equitable relief in addition to any other remedies.