Last updated: October 23, 2024
This W&B Master Service Agreement (“Agreement”) is made between Weights and Biases, Inc., a Delaware corporation 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 or (b) uses a W&B Asset. W&B reserves the right to modify or update this Agreement in its sole discretion, the effective date of such updates and/or modifications will be the earlier of: (i) 30 days from the date of such update or modification; or (ii) Customer’s continued use of the W&B Asset.
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE W&B ASSETS. THE W&B ASSETS ARE INTENDED FOR THE CUSTOMER AND ITS AUTHORIZED USERS ONLY AND ARE NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT AND THIS AGREEMENT APPLIES TO SUCH ENTITY WHICH IS DEEMED THE CUSTOMER.
If Customer and W&B have executed a written agreement governing Customer’s access to and use of the W&B Assets as a W&B customer, then the terms of such signed agreement will govern and will supersede this Agreement.
W&B will not be obligated to defend or be liable for costs or damages solely to the extent the infringement or misappropriation is attributable to: (a) any unauthorized use, reproduction, or distribution of the W&B Assets or W&B’s intellectual property rights by the Customer Indemnified Parties which is the subject of the claim; or (b) any unauthorized combination of, or modification to, the W&B Assets or W&B’s intellectual property rights, other than as expressly approved by W&B that causes the underlying claim where such claim would have not occurred but for such unauthorized act.
W&B will maintain in full force and effect during the term of this Agreement:
This Agreement is the entire agreement between the parties and supersedes all prior agreements and understandings concerning the subject matter hereof. The parties are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between the parties. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. If any provision of this Agreement is found unenforceable, this Agreement will be construed as if it had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets. Neither party will be liable for failures or delays in performance of its obligations hereunder (except for the payment of money owed) due to events beyond its reasonable control. To the extent there is an inconsistency between the terms of this Agreement, an Order Form, the DPA or the BAA, such documents and their terms will be controlled in the following order of precedence: (a) Order Form; (b) Agreement; (c) DPA; and (d) BAA (if applicable). Any term in any order, purchase order, confirmation or other document furnished by Customer, which is in any way inconsistent with, or in addition to, this Agreement is expressly rejected and is superseded by this Agreement. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation.
This Agreement is governed by the laws of California without reference to conflicts of law rules. For any dispute relating to this Agreement, the parties consent to personal jurisdiction and the exclusive venue of the courts in San Francisco County, California. If any dispute, controversy or claim cannot be settled by the parties within 30 days of written notice from either party to the other of such dispute, controversy or claim, then, except as set forth below, any dispute, controversy or claim arising under, out of or relating to this Agreement, will be finally determined by arbitration conducted by the JAMS by a single arbiter who will be fluent in written and spoken English. The place of such arbitration will be in San Francisco, California, U.S.A. The sole and exclusive language of arbitration will be English. The judgment of the arbitration will be final, non-appealable (to the extent not inconsistent with applicable law) and binding upon the parties, and judgment may be entered upon the arbitral award in any court of competent jurisdiction. The foregoing does not limit or restrict either party from seeking injunctive or other equitable relief with respect to its intellectual property rights hereunder.
Notices under this Agreement must be in writing and effective on the delivery date. W&B will deliver notices to Customer by email or personal delivery or courier, in each case, to the address associated with Customer’s account. Customer will deliver notices to W&B by email to legal@wandb.com or personal delivery or courier to the address set forth above (with an electronic copy to legal@wandb.com).
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