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| 0 | Understanding the Weights & Biases master service agreement Learn More Learn more For more information or if you need help retrieving your data , please contact Weights & Biases Customer Support at support@wandb.com Skip to content Platform Close Platform Open Platform Models Experiments Track and visualize your experiments Sweeps Optimize your hyperparameters Tables Visualize and explore your data Reports Document and share your AI insights Serverless Training Serverless RL Fine-tune LLMs without managing GPUs Serverless SFT Teach LLMs new tasks ART Open-source RL framework Ruler Automated reward function for RL Serverless Inference OpenAI OSS GPT OSS 20B, GPT OSS 120B Alibaba Qwen3 235B A22B, 235B Thinking, Coder 480B Meta Llama Llama 4 Scout, Llama 3.3 70B, Llama 3.1 8B MoonshotAI Kimi Kimi K2.5 Microsoft Phi Phi 4 Mini 3.8B Hangzhou DeepSeek DeepSeek V3.1, V3-0324, R1-0528 Z.ai Z.AI GLM 5.0 Weave Traces Explore and debug AI applications Evaluations Rigorous evaluations of AI applications Playground Explore prompts and models Monitors Continuously improve in production Core Registry Publish and share your AI models and datasets Skills Skills for coding agents CoreWeave Sandboxes Isolated environments to run agents Automations Trigger workflows automatically ARIA AI Research and Iteration Agent Solutions Close Solutions Open Solutions Use Cases Computer vision Contact centers Evaluations Fine-tune LLMs Physical AI RAG Train LLMs Quant trading Computer vision Contact centers Evaluations Fine-tune LLMs Physical AI RAG Train LLMs Quant trading Industries Autonomous Vehicles Communications Financial Services Healthcare & Life Sciences Public Sector Scientific Research Autonomous Vehicles Communications Financial Services Healthcare & Life Sciences Public Sector Scientific Research Case Studies Canva Learn how Canva leverages W&B to deploy models Microsoft Learn how Microsoft uses W&B for their ML projects Toyota Learn how Toyota uses W&B for autonomous driving Enterprise Close Enterprise Open Enterprise Security Deployment Performance Partners Support Security Deployment Performance Partners Support Resources Close Resources Open Resources AI Courses AI SideQuest Blog Articles Podcast Whitepapers Events & Webinars Press AI Courses AI SideQuest Blog Articles Podcast Whitepapers Events & Webinars Press Docs Pricing Contact LOG IN Sign up ko ja en de W&B Legal Website Terms of Use Master Service Agreement SLA Support Policy DPA Privacy Policy Modern Slavery Statement Website Terms of Use Master Service Agreement SLA Support Policy DPA Privacy Policy Modern Slavery Statement Website Terms of Use Master Service Agreement SLA Support Policy DPA Privacy Policy Modern Slavery Statement Website Terms of Use Master Service Agreement SLA Support Policy DPA Privacy Policy Modern Slavery Statement Master Service Agreement Last updated: June 29, 2026 This W&B Master Service Agreement (“ Agreement ”) is made between Weights and Biases, LLC, a Delaware limited liability company having its principal place of business at 400 Alabama Street, Suite 202, San Francisco, CA 94110 (“ W&B ”), and Customer (defined below) and governs the Customer’s use of the W&B Assets (defined below). “ Customer ” means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier of (“ Effective Date ”) when such person or entity (a) clicks a box indicating acceptance of this Agreement, (b) uses a W&B Asset, or (c) enters into an Order Form with W&B incorporating this Agreement. | 0 | Understanding the Weights & Biases master service agreement Learn More Learn more For more information or if you need help retrieving your data , please contact Weights & Biases Customer Support at support@wandb.com Skip to content Platform Close Platform Open Platform Models Experiments Track and visualize your experiments Sweeps Optimize your hyperparameters Tables Visualize and explore your data Reports Document and share your AI insights Serverless Training Serverless RL Fine-tune LLMs without managing GPUs Serverless SFT Teach LLMs new tasks ART Open-source RL framework Ruler Automated reward function for RL Serverless Inference OpenAI OSS GPT OSS 20B, GPT OSS 120B Alibaba Qwen3 235B A22B, 235B Thinking, Coder 480B Meta Llama Llama 4 Scout, Llama 3.3 70B, Llama 3.1 8B MoonshotAI Kimi Kimi K2.5 Microsoft Phi Phi 4 Mini 3.8B Hangzhou DeepSeek DeepSeek V3.1, V3-0324, R1-0528 Z.ai Z.AI GLM 5.0 Weave Traces Explore and debug AI applications Evaluations Rigorous evaluations of AI applications Playground Explore prompts and models Monitors Continuously improve in production Core Registry Publish and share your AI models and datasets Skills Skills for coding agents CoreWeave Sandboxes Isolated environments to run agents Automations Trigger workflows automatically ARIA AI Research and Iteration Agent Solutions Close Solutions Open Solutions Use Cases Computer vision Contact centers Evaluations Fine-tune LLMs Physical AI RAG Train LLMs Quant trading Computer vision Contact centers Evaluations Fine-tune LLMs Physical AI RAG Train LLMs Quant trading Industries Autonomous Vehicles Communications Financial Services Healthcare & Life Sciences Public Sector Scientific Research Autonomous Vehicles Communications Financial Services Healthcare & Life Sciences Public Sector Scientific Research Case Studies Canva Learn how Canva leverages W&B to deploy models Microsoft Learn how Microsoft uses W&B for their ML projects Toyota Learn how Toyota uses W&B for autonomous driving Enterprise Close Enterprise Open Enterprise Security Deployment Performance Partners Support Security Deployment Performance Partners Support Resources Close Resources Open Resources AI Courses AI SideQuest Blog Articles Podcast Whitepapers Events & Webinars Press AI Courses AI SideQuest Blog Articles Podcast Whitepapers Events & Webinars Press Docs Pricing Contact LOG IN Sign up ko ja en de W&B Legal Website Terms of Use Master Service Agreement SLA Support Policy DPA Privacy Policy Modern Slavery Statement Website Terms of Use Master Service Agreement SLA Support Policy DPA Privacy Policy Modern Slavery Statement Website Terms of Use Master Service Agreement SLA Support Policy DPA Privacy Policy Modern Slavery Statement Website Terms of Use Master Service Agreement SLA Support Policy DPA Privacy Policy Modern Slavery Statement Master Service Agreement Last updated: August 4, 2026 This W&B Master Service Agreement (“ Agreement ”) is made between Weights and Biases, LLC, a Delaware limited liability company having its principal place of business at 400 Alabama Street, Suite 202, San Francisco, CA 94110 (“ W&B ”), and Customer (defined below) and governs the Customer’s use of the W&B Assets (defined below). “ Customer ” means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier of (“ Effective Date ”) when such person or entity (a) clicks a box indicating acceptance of this Agreement, (b) uses a W&B Asset, or (c) enters into an Order Form with W&B incorporating this Agreement. |
| 5 | Definitions “ Affiliate ” means, with respect to an entity, any entity or person which directly or indirectly controls, is controlled by, or is under common control with that entity. “ Authorized User ” means one individual (no concurrent usage with other users is permitted), whether for themself or on behalf of their entity, that are authorized by Customer to use the Software or Service. “ BAA ” means W&B’s Business Associate Agreement available at: https://wandb.ai/site/baa . “ Beta Features ” means any features, functionality or services which W&B may make available to Customer to try at no additional cost or which is designated as beta, trial, preview or another similar designation. “ Confidential Information ” means any information of a confidential or proprietary nature provided by a party to the other party, which includes any information that should be reasonably understood as confidential under the circumstances, including the terms of this Agreement and each Order Form, and, with respect to W&B, includes the W&B Assets and Beta Features. | 5 | Definitions “ Affiliate ” means, with respect to an entity, any entity or person which directly or indirectly controls, is controlled by, or is under common control with that entity. “ Authorized User ” means a user account that Customer authorizes to access and use the Software or Service under Customer’s subscription. |
| 6 | Confidential Information does not include information that: (A) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed; (B) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (C) is independently developed by Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (D) is obtained by Receiving Party without restrictions on use or disclosure from a third party. “ Customer Data ” means any data, content or material that Customer (including its Authorized Users) inputs into the Software or Service, including machine learning models and deep learning research projects, and any visualizations, analyses, and other reports generated by the Software or Service. “ Customer Environment ” means equipment, systems and servers owned or managed solely by Customer. “ Deployment ” means the deployment type of the Software or Service ordered by Customer. “ Documentation ” means the documentation related to the Software or Service located at: https://docs.wandb.ai/ . “ DPA ” means W&B’s Data Processing Addendum located at: https://wandb.ai/site/dpa . “ Malicious Code ” means any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that would: (i) cause the Software or Service to cease functioning; (ii) damage or corrupt any W&B owned or controlled data, programs, equipment, systems, servers or communications; or (iii) interfere with the operations of the Software or Service (e.g., trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices). “ Order Form ” means: (i) each order document executed in writing between the parties for the purchase of a subscription to the Software, Service or Professional Services; or (ii) the purchase of a subscription through the Service (e.g., by means of the Service dashboard). “ Professional Services ” means training, enablement, migration, consulting or other technical services that W&B provides to Customer. “ Prohibited Content ” means content that: (i) is illegal under any applicable law; (ii) violates any third-party rights including privacy, intellectual property rights and trade secrets; (iii) contains false, misleading, or deceptive statements, depictions, or practices; (iv) contains Malicious Code; or (v) is otherwise objectionable to W&B in its sole, but reasonable, discretion. “ Sensitive Data ” means: (i) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented); (ii) credit, debit, bank account or other financial account numbers; (iii) social security numbers, driver’s license numbers or other government ID numbers; and (iv) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation. “ Service ” means W&B’s proprietary cloud service as: (i) identified in an Order Form; or (ii) otherwise provided by W&B to Customer. | 6 | No concurrent usage with other users is permitted. “ BAA ” means W&B’s Business Associate Agreement available at: https://wandb.ai/site/baa . “ Beta Features ” means any features, functionality or services which W&B may make available to Customer to try at no additional cost or which is designated as beta, trial, preview or another similar designation. “ Confidential Information ” means any information of a confidential or proprietary nature provided by a party to the other party, which includes any information that should be reasonably understood as confidential under the circumstances, including the terms of this Agreement and each Order Form, and, with respect to W&B, includes the W&B Assets, Beta Features, and any information of a confidential or proprietary nature relating to W&B’s Affiliates. |
| 7 | The Service may be accessed through web interfaces, APIs, command-line tools, mobile applications, or other clients made available by W&B. “ Service Level Agreement ” or “ SLA ” means W&B’s service level agreement located at: https://wandb.ai/site/service-level-agreement . “ Software ” means W&B’s proprietary software, which includes all Updates. “ Subscription Term ” means the length of the subscription specified in the Order Form. “ Support ” means support for the Software or Service as described in the Support Policy located at: https://wandb.ai/site/support-policy . “ Taxes ” means any and all customs, duties, national and local sales, use, or value added taxes, goods and services tax, consumption tax, withholding tax, or similar charges, federal, state or otherwise, including penalties and interest however designated, which are levied or imposed by any governmental entity. “ Third-Party Platform ” means any platform, add-on, service or product not developed by W&B that Customer uses with the W&B Assets. “ Trial ” means access to the Software or Service on a trial basis. “ Updates ” means any corrections, fixes, patches, workarounds, modifications and version changes to the Software or Service that W&B makes available in connection with this Agreement. “ Usage Data ” means data and other information relating to the provision, use and performance of the Software and Service. “ VAT ID ” means any valid and existing tax identification number issued by the relevant tax authorities to Customer for the registration for value added tax, goods and services tax or any other indirect tax. “ W&B Assets ” means the Software, Service, Professional Services and Documentation. 2. | 7 | Confidential Information does not include information that: (A) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed; (B) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (C) is independently developed by Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (D) is obtained by Receiving Party without restrictions on use or disclosure from a third party. “ Customer Data ” means any data, content or material that Customer (including its Authorized Users) submits to the Software or Service, including model weights, datasets, artifacts, and any visualizations and reports generated by the Software or Service for Customer in connection with the foregoing. “ Customer Environment ” means equipment, systems and servers owned or managed solely by Customer. “ Deployment ” means the deployment type of the Software or Service ordered by Customer. “ Documentation ” means the documentation related to the Software or Service located at: https://docs.wandb.ai/ . “ DPA ” means W&B’s Data Processing Addendum located at: https://wandb.ai/site/dpa . “ Malicious Code ” means any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that would: (i) cause the Software or Service to cease functioning; (ii) damage or corrupt any W&B owned or controlled data, programs, equipment, systems, servers or communications; or (iii) interfere with the operations of the Software or Service (e.g., trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices). “ Order Form ” means: (i) each order document executed in writing between the parties for the purchase of a subscription to the Software, Service or Professional Services; or (ii) the purchase of a subscription through the Service (e.g., by means of the Service dashboard). “ Professional Services ” means training, enablement, migration, consulting or other technical services that W&B provides to Customer. “ Prohibited Content ” means content that: (i) is illegal under any applicable law; (ii) violates any third-party rights including privacy, intellectual property rights and trade secrets; (iii) contains false, misleading, or deceptive statements, depictions, or practices; (iv) contains Malicious Code; or (v) is otherwise objectionable to W&B in its sole, but reasonable, discretion. “ Sensitive Data ” means: (i) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented); (ii) credit, debit, bank account or other financial account numbers; (iii) social security numbers, driver’s license numbers or other government ID numbers; and (iv) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation. “ Service ” means W&B’s proprietary cloud service as: (i) identified in an Order Form; or (ii) otherwise provided by W&B to Customer. |
| 8 | The Service may be accessed through web interfaces, APIs, command-line tools, mobile applications, or other clients made available by W&B. “ Service Level Agreement ” or “ SLA ” means W&B’s service level agreement located at: https://wandb.ai/site/service-level-agreement . “ Software ” means W&B’s proprietary software, which includes all Updates. “ Subscription Term ” means the length of the subscription specified in the Order Form. “ Support ” means support for the Software or Service as described in the Support Policy located at: https://wandb.ai/site/support-policy . “ Taxes ” means any and all customs, duties, national and local sales, use, or value added taxes, goods and services tax, consumption tax, withholding tax, or similar charges, federal, state or otherwise, including penalties and interest however designated, which are levied or imposed by any governmental entity. “ Third-Party Platform ” means any platform, add-on, service, model, software, integration, product, or content not developed by W&B that Customer uses with the W&B Assets. “ Trial ” means access to the Software or Service on a trial basis. “ Updates ” means any corrections, fixes, patches, workarounds, modifications and version changes to the Software or Service that W&B makes available in connection with this Agreement. “ Usage Data ” means data and other information relating to the provision, use and performance of the Software and Service. “ VAT ID ” means any valid and existing tax identification number issued by the relevant tax authorities to Customer for the registration for value added tax, goods and services tax or any other indirect tax. “ W&B Assets ” means the Software, Service, Professional Services and Documentation. 2. | ||
| 13 | Customer will not (and will not allow any third party to): (i) allow anyone other than Authorized Users to access and use the W&B Assets or share any access credentials with any third party; (ii) resell, distribute, sub-license or rent the W&B Assets; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, interface protocols or underlying structure or algorithms related to the Software or Service; (iv) modify, adapt, or translate, or otherwise create derivative works of the W&B Assets; (v) remove or modify any proprietary notices or restrictive legends from the W&B Assets; (vi) make copies, store, or archive any portion of the W&B Assets without the prior written permission of W&B except: (1) where necessary to accomplish the Deployment, or (2) for Customer Data generated by Customer through the intended functionality as set forth in the Documentation; (vii) use the W&B Assets in a way that (1) infringes, misappropriates, or otherwise violates any intellectual property right, (2) violates this Agreement, or (3) violates any applicable law or third-party right; (viii) use the Software or Service in any manner to circumvent subscription fees or subscription plan limitations; (ix) introduce any Malicious Code into the Software or Service; (x) exploit the Software or Service in any manner that may adversely affect network capacity or infrastructure, including by deploying spiders, web-bots, screen-scrapers, or web crawlers; or (xi) access the W&B Assets for the purpose of building a competitive product or service or copying its features or user interface (together, (i) through (xi) the “ Restrictions ”). | 14 | Customer will not (and will not allow any third party to): (i) allow anyone other than Authorized Users to access and use the W&B Assets or share any access credentials with any third party; (ii) resell, distribute, sub-license or rent the W&B Assets; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, interface protocols or underlying structure or algorithms related to the Software or Service; (iv) modify, adapt, or translate, or otherwise create derivative works of the W&B Assets; (v) remove or modify any proprietary notices or restrictive legends from the W&B Assets; (vi) make copies, store, or archive any portion of the W&B Assets without the prior written permission of W&B except where necessary to accomplish the Deployment; (vii) use the W&B Assets in a way that (1) infringes, misappropriates, or otherwise violates any intellectual property right, (2) violates this Agreement, or (3) violates or causes W&B to violate any applicable law, third-party right, or third-party contract; (viii) use the Software or Service in any manner to circumvent subscription fees or subscription plan limitations; (ix) introduce any Malicious Code into the Software or Service; (x) exploit the Software or Service in any manner that may adversely affect network capacity or infrastructure, including by deploying spiders, web-bots, screen-scrapers, or web crawlers; or (xi) access the W&B Assets for the purpose of building a competitive product or service or copying its features or user interface (together, (i) through (xi) the “ Restrictions ”). |
| 20 | Notwithstanding anything to the contrary in this Agreement or any Order Form, any Trials will be governed by W&B’s online MSA terms available at: https://wandb.ai/site/terms . | ||
| 45 | Third-Party Platforms are not part of the W&B Assets and W&B is not responsible for Third-Party Platforms, nor for Customer’s compliance with any agreement between Customer and a third party. | ||
| 44 | W&B will perform Professional Services as set forth in an Order Form, which may include additional terms for Professional Services. | 47 | W&B may perform Professional Services as set forth in an Order Form, which may include additional terms for Professional Services. |
| 69 | Customer grants W&B a limited right to use Customer Data in accordance with this Agreement, the DPA and BAA (as applicable). | 72 | Customer grants W&B a limited right to use Customer Data in accordance with this Agreement, and the DPA and BAA (as applicable). |
| 73 | Customer shall have sole responsibility for the provision of, accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data. | ||
| 71 | Notwithstanding anything else to the contrary in this Agreement, W&B may collect and analyze Usage Data, solely for internal purposes to develop, improve and support the W&B Assets. | 75 | Notwithstanding anything else to the contrary in this Agreement, W&B may collect and analyze Usage Data to develop, improve and support the W&B Assets. |
| 72 | W&B may not share any Usage Data except to the extent the Usage Data is anonymized and aggregated such that it will not publicly identify Customer or Customer’s users. | 76 | W&B will not disclose Usage Data to any third party except its affiliates, subprocessors, and service providers in connection with providing and improving the W&B Assets, except to the extent such Usage Data is anonymized and aggregated such that it will not publicly identify Customer or Customer’s users. |
| 75 | With respect to the Customer Data, the parties will comply with the DPA. | 79 | With respect to any Customer Data that constitutes Personal Data (as such term is defined in the DPA), the parties will comply with the DPA. |
| 83 | For Customers purchasing Services online, fees will be charged automatically at the time of purchase (or renewal, as applicable) to the payment method provided by Customer, and Customer authorizes W&B (or its payment processor) to charge all applicable fees and Taxes to the payment method. | 87 | For Customers purchasing Services online, fees will be charged automatically at the time of purchase (or renewal, as applicable) to the payment method provided by Customer, and Customer hereby authorizes W&B (or its payment processor) to charge all applicable fees and Taxes to the payment method. |
| 89 | If Customer purchases the Software or Service from an online marketplace (the “ Marketplace ”), payment terms will be governed by the agreements in place between the Marketplace and Customer and the Marketplace and W&B, respectively and Customer shall accept an Order Form as a private offer on the Marketplace. | ||
| 94 | If Customer purchases the Software or Service from an online marketplace (the “ Marketplace ”), payment terms will be governed by the agreements in place between the Marketplace and Customer and the Marketplace and W&B, respectively and Customer shall accept an Order Form as a private offer on the Marketplace. | 99 | Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by W&B in collecting past due amounts. |
| 96 | U nless the parties agree otherwise in a separately executed written agreement, fees and limitations for use of the Service shall be based on the pricing published at https://wandb.ai/site/pricing . | 101 | Unless the parties agree otherwise in a separately executed written agreement, fees and limitations for use of the Service shall be based on the then-current pricing published on the W&B website (with any on-demand usage rates subject to change at any time). |
| 97 | For online Order Forms that require Customer’s payment by credit card, W&B uses a third-party credit card processing service to process payments. | 102 | For payments by credit card, W&B uses a third-party credit card processing service to process payments, and Customer consents to the use of such service and to the transfer of Customer’s credit card details to such third-party processor for the purposes of such transaction. |
| 98 | Customer consents to the use of such service and to the transfer of Customer’s credit card details to such third-party processor for the purposes of such transaction. | — | Removed |
| 100 | Customer’s credit card will be charged fees automatically for Customer’s use of the Service at the end of each billing cycle. | 104 | Customer’s credit card will be charged fees automatically for Customer’s use of the Service at the end of each billing cycle or as otherwise set forth on the W&B website. |
| 102 | If Customer does not want to auto-renew, Customer must submit a support request at least three (3) days before the expiration of the then current term. | 106 | If Customer does not want to auto-renew, Customer must submit a support request at least five (5) days before the expiration of the then current term, unless otherwise indicated. |
| 113 | If Customer fails to pay within 30 days of receipt of W&B’s notice of suspension for late payment, W&B may terminate this Agreement or the applicable Order Forms immediately upon written notice to Customer. | 117 | If Customer fails to remedy the reason(s) for suspension within 30 days of receipt of W&B’s notice of suspension, W&B may terminate this Agreement or the applicable Order Forms immediately upon written notice to Customer. |
| 114 | Termination . | 118 | Termination .Either party may terminate this Agreement and any Order Form: (i) upon 30 days’ notice to the other party if the other party materially breaches this Agreement and such breach remains uncured at the expiration of such 30 day period; or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors. |
| 115 | Either party may terminate this Agreement and any Order Form: (i) upon 30 days’ notice to the other party if the other party materially breaches this Agreement and such breach remains uncured at the expiration of such 30 day period; or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors. | 119 | In addition, W&B may terminate this Agreement for convenience at any time upon at least thirty (30) days’ prior notice (“ W&B Early Termination ”). |
| 116 | Where the EU Data Act (Regulation (EU) 2023/2854) applies, Customer may exercise its right to terminate the Agreement at any time by providing W&B two months prior written notice (“ Early Termination ”). | 120 | Where the EU Data Act (Regulation (EU) 2023/2854) applies, Customer may exercise its right to terminate this Agreement at any time by providing W&B two months prior written notice (“ Customer Early Termination ”). |
| 118 | If Customer terminates this Agreement in accordance with Section 6(c)(i), W&B will reimburse Customer on a pro-rata basis for any pre-paid fees allocable to the remaining Subscription Term as of the date of such termination. | 122 | If Customer terminates this Agreement in accordance with Section 6(c)(i) or in event of a W&B Early Termination, W&B will reimburse Customer on a pro-rata basis for any pre-paid fees allocable to the remaining Subscription Term as of the date of such termination. |
| 119 | Notwithstanding any Early Termination, Customer shall remain obligated to pay all fees pursuant to all Order Forms active as of the date Customer provides notice of Early Termination. | 123 | Notwithstanding any Customer Early Termination, Customer shall remain obligated to pay all fees pursuant to all Order Forms active as of the date Customer provides notice of Customer Early Termination. |
| 132 | As between the parties, W&B owns and retains all right, title and interest in and to the W&B Assets, the AI Features, and any developments, improvements, and derivatives in the foregoing. | 136 | As between the parties, W&B owns and retains all right, title and interest in and to the W&B Assets, the AI Features (subject to the terms of applicable Third-Party AI licenses), and any developments, improvements, and derivatives of the foregoing. |
| 133 | Except for the limited rights granted to Customer in Sections 2(a) and 2(b), W&B does not by means of this Agreement or otherwise transfer any other rights to Customer. | 137 | Except for the limited rights granted to Customer in Sections 2(a) and 2(b), W&B does not by means of this Agreement or otherwise grant any other rights to Customer. |
| 137 | W&B may make available to Customer features or functionality of the Software or Service that use generative artificial intelligence models (“AI Features”). | 141 | W&B may make available to Customer features and functionality of the Software or Service (“ AI Features ”) that are powered by, integrate with, or enable Customer to access, modify, deploy, or use third-party or open-source artificial intelligence (“ AI ”) technologies, including AI models, platforms, and related services (“ Third-Party AI ”). |
| 139 | AI Features are powered by the third-party or open source AI platforms, models and model providers (each a “Third-Party AI”). | 143 | Customer agrees to comply with all applicable Third-Party AI terms and policies, including all open-source license terms. |
| 140 | Customer agrees to comply with the applicable Third-Party AI terms, policies, and open-source license terms governing its use of the AI Features, which are incorporated herein by reference. | 144 | Notwithstanding any terms to the contrary in this Agreement, W&B is not responsible for any act or omission of any Third-Party AI or the availability, accuracy, training data, products, or services of any Third-Party AI. |
| 141 | W&B is not responsible for any act or omission of any Third-Party AI or the availability, accuracy, training data, products, or services of any Third-Party AI. | — | Removed |
| 143 | Customer may submit prompts, data, text, or other Customer Data to the AI Features (“Input”) and receive data generated and returned by the AI Features (“Output”). | 146 | Customer may submit prompts, data, text, or other Customer Data to the AI Features or Third-Party AI (“ Input ”) and receive data generated and returned by the AI Features or Third-Party AI (“ Output ”). |
| 144 | As between Customer and W&B, and to the extent permitted by applicable law, Inputs and Outputs are deemed to be Customer Data, excluding W&B Background IP. “W&B Background IP” means W&B’s proprietary technology, software, models, algorithms, methodologies, tools, prompts, datasets and intellectual property that existed prior to or independently of Customer’s use of the Services and any improvements thereof. | 147 | Customer is solely responsible for all Input, including obtaining all rights, licenses, and permissions necessary to provide Input to, and for processing of the Input by, the AI Features and W&B Assets. |
| 148 | As between Customer and W&B, and to the extent permitted by applicable law, Input and Output are deemed to be Customer Data, excluding W&B Background IP. “ W&B Background IP ” means W&B’s proprietary technology, software, models, algorithms, methodologies, tools, prompts, datasets and intellectual property that existed prior to or independently of Customer’s use of the Services and any improvements thereof. | ||
| 146 | Customer acknowledges that due to the nature of machine learning, the AI Features may generate inaccurate Outputs or the same or similar Outputs for any number of users. | 150 | Customer acknowledges that due to the nature of machine learning, the AI Features or Third-Party AI may generate inaccurate Output or the same or similar Output for any number of users. |
| 148 | Customer represents and warrants that Customer’s use of AI Features will comply with all applicable laws and regulations, including those governing the use of generative artificial intelligence. | 152 | Customer represents and warrants that Customer’s use of AI Features and Third-Party AI will comply with all applicable laws and regulations, including those governing the use of generative artificial intelligence. |
| 149 | Customer will not use the AI Features to infringe any third-party rights or in any way that would qualify the AI Features as high-risk (or similar term) under applicable law. | 153 | Customer will not use the AI Features or Third-Party AI to infringe any third-party rights or in any way that would qualify the AI Features or other W&B Assets as high-risk (or similar term) under applicable law. |
| 151 | Notwithstanding anything else to the contrary, W&B makes no representation or warranty that Output will be free from third-party intellectual property and is not obligated to indemnify the Customer against any infringement claims by third parties related to Output. | 155 | Notwithstanding anything else to the contrary in this Agreement, W&B makes no representation or warranty that the AI Features or Output will be free from third-party intellectual property and is not obligated to indemnify the Customer against any infringement claims by third parties related to the AI Features or Output. |
| 152 | W&B does not warrant that Output will be accurate, complete, reliable, or fit for any particular purpose. | 156 | W&B does not warrant that the AI Features or Output will be accurate, complete, reliable, or fit for any particular purpose. |
| 153 | Any Output is provided “as is” without any warranties of any kind. 10. | 157 | ALL AI FEATURES AND OUTPUT ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, AND USE OF THE AI FEATURES AND OUTPUT IS AT CUSTOMER’S SOLE RISK. 10. |
| 159 | Customer represents and warrants it: (i) has all rights necessary to use Customer Data and grant W&B the rights with respect to such Customer Data, in each case, as set forth in this Agreement, without violating any third-party intellectual property, privacy or other rights; (ii) will not transmit any Prohibited Content to W&B in connection with Customer’s use of the Software, Service or Support; and (iii) will not, without W&B’s prior written consent, transmit any Customer Data to the Service or to W&B that contains any Sensitive Data. | 163 | Customer represents and warrants it: (i) has all rights, licenses, and permissions necessary to use Customer Data and grant W&B the rights with respect to such Customer Data, in each case, as set forth in this Agreement, without violating any third-party intellectual property, privacy or other rights or applicable law; (ii) will not transmit any Prohibited Content to W&B in connection with Customer’s use of the W&B Assets or Support; (iii) will not, without W&B’s prior written consent, transmit any Customer Data to the Service or to W&B that contains any Sensitive Data; (iv) will not use Third-Party Platforms in violation of any third party right or applicable terms of use or other contract; and (v) is not and will not be in violation of, and will not cause W&B to be in violation of, any trade laws or economic sanctions, including those maintained by the Office of Foreign Assets Control. |
| 164 | Any breach by Customer of the foregoing (v) shall be considered an incurable material breach of this Agreement. | ||
| 170 | Customer will defend W&B, and its Affiliates, including each of the foregoing’s officers, directors, employees and agents (collectively, “ W&B Indemnified Parties ”), from any third-party claim, demand, dispute, suit or proceeding, and Customer will indemnify the W&B Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees), related to or arising out of: (i) Customer or an Authorized User violating a Restriction; (ii) Customer’s use of a W&B Asset in an unlawful manner or in violation of the Agreement or the Documentation; (iii) Customer’s breach of any Customer representations and warranties; and (iv) any allegation Customer Data or Customer’s use of Customer Data with a W&B Asset infringes or misappropriates a third party’s intellectual property rights or privacy rights, or violates applicable laws. | 175 | Customer will defend W&B, and its Affiliates, including each of the foregoing’s officers, directors, employees and agents (collectively, “ W&B Indemnified Parties ”), from any third-party claim, demand, dispute, suit or proceeding, and Customer will indemnify the W&B Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees), related to or arising out of any allegation with respect to: (i) Customer or an Authorized User violating a Restriction; (ii) Customer’s use of a W&B Asset in an unlawful manner or in violation of the Agreement or the Documentation; (iii) Customer’s breach of any Customer representations and warranties; and (iv) the Customer Data, including any allegation Customer Data or Customer’s use of Customer Data with a W&B Asset infringes or misappropriates a third party’s intellectual property rights or privacy rights, or violates applicable laws. |
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