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The agreement excludes Baseten's liability for all indirect, incidental, special, consequential, and punitive damages including lost profits, business interruption, and data loss costs, and caps Baseten's total aggregate liability for any claim at fees paid in the twelve months preceding the event giving rise to liability.
This analysis describes what Baseten's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision establishes a financial ceiling on Customer's recoverable damages against Baseten that is limited to historical fees paid, and categorically excludes recovery for categories of harm that are likely to be most economically significant in a machine learning infrastructure context, such as business interruption and data loss.
Interpretive note: Enforceability of consequential damages exclusions and liability caps varies by jurisdiction, particularly in EU member states and under California law in cases of fraud or intentional misconduct.
Under this clause, Customer's maximum financial recovery against Baseten for any claim is limited to fees paid in the prior twelve months, with no recovery available for lost profits, business interruption, data loss costs, or third-party liabilities regardless of whether Baseten was aware of the possibility of such damages.
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"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. 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.Excerpt from Baseten's Terms of Service
(1) REGULATORY LANDSCAPE: Liability limitation clauses of this type are standard in enterprise software agreements but may be constrained by applicable law in certain jurisdictions. In the EU, limitations of liability may not be enforceable in cases of gross negligence or willful misconduct under the laws of some member states. The GDPR imposes statutory rights to compensation under Article 82 that cannot be contractually waived between controllers and processors in respect of data subjects, though this provision governs liability between the contracting parties rather than data subject claims. (2) GOVERNANCE EXPOSURE: High, for enterprise customers whose operational reliance on the Baseten platform is significant. Where a platform outage or data loss event causes downstream business disruption materially exceeding twelve months of platform fees, the contractual cap restricts Customer's recoverable damages to the fee amount. The explicit prohibition on mission-critical use in Section 3.2 of the agreement may be read alongside this limitation as a structural risk allocation mechanism. (3) JURISDICTION FLAGS: EU and UK courts may scrutinize consequential damages exclusions in cases involving gross negligence or fraud, and some jurisdictions impose mandatory minimum liability standards that would override contractual caps. California customers should note that California Civil Code section 1668 may limit enforceability of liability exclusions in cases of fraudulent or intentional conduct, though this is jurisdiction-dependent and not a conclusion this summary asserts. (4) CONTRACT AND VENDOR IMPLICATIONS: Enterprise procurement teams evaluating this agreement should compare the twelve-month fee cap against potential operational exposure from platform dependency, particularly for production ML deployments. The clause also states that Baseten's suppliers have no liability whatsoever under the agreement, which extends the limitation to third-party infrastructure providers. (5) COMPLIANCE CONSIDERATIONS: Legal teams may want to assess whether the liability cap interacts with Customer's own indemnification obligations to its downstream customers, and whether cyber insurance or other contractual protections are needed to address the gap between the cap and potential operational exposure.
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This provision establishes a financial ceiling on Customer's recoverable damages against Baseten that is limited to historical fees paid, and categorically excludes recovery for categories of harm that are likely to be most economically significant in a machine learning infrastructure context, such as business interruption and data loss.
Under this clause, Customer's maximum financial recovery against Baseten for any claim is limited to fees paid in the prior twelve months, with no recovery available for lost profits, business interruption, data loss costs, or third-party liabilities regardless of whether Baseten was aware of the possibility of such damages.
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