Terms of Service

Last updated: March 20, 2026

Effective: April 20, 2026

These Terms of Service (“Agreement”) constitute a legally binding agreement between the entity or individual accepting these terms (“Customer”, “you”) and Baponi, Inc., a Delaware corporation (“Baponi”, “we”, “us”). This Agreement governs your access to and use of Baponi’s sandboxed code execution platform, APIs, documentation, and related services (collectively, the “Services”).

By creating an account, accessing, or using the Services, you agree to be bound by this Agreement. If you are accepting on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement. If you do not agree to these terms, do not use the Services.

1. Definitions

“Aggregated Data” means de-identified, anonymized data derived from Customer’s use of the Services that cannot reasonably be used to identify Customer or any individual. This includes usage statistics, performance metrics, and resource consumption patterns.

“API Key” means the authentication credential issued to Customer for programmatic access to the Services.

“Authorized User” means any individual whom Customer permits to access the Services under Customer’s account.

“BYOB Storage” means Customer-owned cloud storage (Amazon S3, Google Cloud Storage, or Azure Blob Storage) that Customer configures to be mounted into Execution Environments via the Services.

“Confidential Information” means non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction.

“Connectors” means the Services’ credential management features that enable Customer to configure third-party credentials for injection into Execution Environments at runtime.

“Credits” means the units of compute consumption used to measure and bill for code execution. One Credit equals sixty (60) seconds of execution at one (1) CPU core and one (1) GiB of RAM. Credits scale proportionally with time and resource allocation.

“Customer Code” means source code, scripts, and programs that Customer submits to the Services for execution.

“Customer Data” means all data, files, code, outputs, and content that Customer or its Authorized Users submit to, store in, or generate through the Services. Customer Data includes Customer Code, Execution Output, and files in Customer’s Managed Storage, but excludes Aggregated Data.

“Documentation” means the technical documentation for the Services available at baponi.ai/docs, as updated from time to time.

“Execution Environment” means the isolated, sandboxed container in which Customer Code runs on Baponi’s infrastructure.

“Execution Output” means all results, files, logs, data, and artifacts produced by the execution of Customer Code within an Execution Environment.

“Feedback” means suggestions, enhancement requests, ideas, or other feedback that Customer provides to Baponi regarding the Services.

“Free Tier” means the no-cost service plan described in Section 7.

“Managed Storage” means the platform-managed persistent storage provided by Baponi as part of the Services, subject to the storage limits of Customer’s plan.

“Paid Plan” means any service plan that requires payment, including Pro and Enterprise plans.

“Services” means Baponi’s cloud-hosted sandboxed code execution platform, including the APIs, dashboard, Execution Environments, and all related functionality provided by Baponi.

“Software” means the self-hosted version of Baponi’s platform licensed to Enterprise customers for deployment on their own infrastructure.

2. The Services

2.1 Service Description

Baponi provides a sandboxed code execution platform designed for AI agents and developers. The Services enable Customer to execute code in isolated Execution Environments, mount external storage via BYOB, manage third-party credentials through Connectors, and access execution results through REST APIs and the Model Context Protocol (MCP).

2.2 Access and Availability

Baponi will use commercially reasonable efforts to make the Services available in accordance with the service level applicable to Customer’s plan. No service level commitment applies to the Free Tier.

2.3 Modifications to Services

Baponi may modify the Services from time to time. Baponi will provide at least thirty (30) days’ notice before making changes that materially reduce the core functionality available under Customer’s current plan. This notice requirement does not apply to changes made to address security vulnerabilities, comply with legal requirements, or prevent imminent harm to Baponi or its customers.

2.4 Documentation

The Documentation forms part of this Agreement. In the event of a conflict between this Agreement and the Documentation, this Agreement controls.

3. Account Registration

3.1 Account Requirements

To use the Services, Customer must create an account and provide accurate, complete registration information. Customer must be at least eighteen (18) years of age or the age of legal majority in Customer’s jurisdiction, whichever is greater. Customer is responsible for maintaining the confidentiality of account credentials and for all activity that occurs under its account.

3.2 Organizational Accounts

When Customer creates an organization within the Services, Customer represents that it has authority to bind that organization. The organization becomes the Customer for purposes of this Agreement. The individual creating the organization is responsible for ensuring all Authorized Users comply with this Agreement.

3.3 Account Security

Customer must promptly notify Baponi through the contact form upon becoming aware of any unauthorized use of its account or API Keys. Baponi is not liable for losses arising from unauthorized use of Customer’s credentials that Customer failed to safeguard.

4. Customer Data and Intellectual Property

4.1 Customer Owns Its Data

Customer retains all right, title, and interest in and to Customer Data, including Customer Code and Execution Output. Nothing in this Agreement transfers ownership of Customer Data to Baponi.

4.2 Limited License to Baponi

Customer grants Baponi a non-exclusive, worldwide license to process, transmit, store, and display Customer Data solely as necessary to provide the Services and as directed by Customer. This license terminates when Customer Data is deleted from the Services.

4.2.1 Execution Data Storage

Customer acknowledges and agrees that the Services store Customer Code, Execution Output (including standard output, standard error, and exit codes), execution metadata, and user-provided environment variables for each execution. This data is retained according to the data retention period configured by Customer on each sandbox, which may range from one (1) hour to indefinitely. Customer is responsible for selecting an appropriate retention period. Customer may delete execution data at any time through the Services’ APIs or dashboard. Baponi will delete execution data in accordance with the configured retention period.

4.3 No Training on Customer Data

Baponi does not use Customer Data -including Customer Code, Execution Output, or files in Customer’s BYOB Storage or Managed Storage -to train machine learning models, improve services for other customers, or for any purpose beyond providing the Services to Customer. This commitment applies to all plan tiers, including the Free Tier.

4.4 Aggregated Data

Baponi may collect and use Aggregated Data for any lawful business purpose, including improving the Services, generating industry benchmarks, and developing new features. Aggregated Data is not Customer Data and cannot be reverse-engineered to identify any individual customer or user.

4.5 Baponi Intellectual Property

Baponi retains all right, title, and interest in the Services, Software, Documentation, and all related intellectual property. This Agreement does not grant Customer any rights to Baponi’s intellectual property except the limited right to use the Services as described herein.

4.6 Feedback

If Customer provides Feedback, Customer grants Baponi a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Services without obligation to Customer. Customer is not obligated to provide Feedback.

4.7 BYOB Storage

When Customer connects BYOB Storage, Customer’s data remains in Customer’s own cloud storage accounts. Baponi mounts BYOB Storage into Execution Environments at Customer’s direction using credentials Customer provides. Baponi does not copy, cache, replicate, or independently access Customer’s BYOB Storage data outside of active Execution Environments. Customer is solely responsible for the configuration, security, and availability of its BYOB Storage.

4.8 Connector Credentials

When Customer configures Connectors, third-party credentials are encrypted at rest using AES-256-GCM and stored in their encrypted form in Baponi’s database. Credentials are decrypted only in memory at runtime for injection into Execution Environments and are never logged, cached to disk, or persisted in plaintext. Customer is solely responsible for the scope, permissions, and validity of credentials configured through Connectors, and for all actions performed by Customer Code using those credentials. The Execution Environment receives the credentials as environment variables or credential files; Baponi does not control or monitor what Customer Code does with those credentials once injected.

4.9 Execution Environment Acknowledgment

Customer acknowledges that the Services execute Customer Code in sandboxed Execution Environments on shared, multi-tenant infrastructure. Baponi employs multi-layer isolation to separate Execution Environments, but Customer acknowledges that no isolation technology can guarantee absolute containment under all circumstances. Customer is solely responsible for the behavior, output, and consequences of Customer Code executed through the Services, including any interactions with external systems via network access, Connectors, or BYOB Storage.

4.10 Immutable Audit Logs

Customer acknowledges that the Services maintain immutable audit logs recording administrative actions, API usage, and web tool requests performed within Customer’s account. These logs include the actor’s email address, the action taken, the resource affected, the outcome, the requester’s IP address and user agent, and a structured summary of changes. Audit logs are protected by database-level integrity controls that prevent modification or deletion by any party, including Baponi. Audit logs are automatically and permanently deleted when the retention period for Customer’s plan tier expires.

4.11 AI Agent Responsibility

When Customer’s AI agents use the Services -whether through APIs, MCP, or any other integration -Customer is responsible for all actions taken by those agents, including code submitted for execution, files created, credentials used, and external systems accessed. The autonomous nature of AI agent behavior does not diminish Customer’s responsibility under this Agreement.

5. Acceptable Use

5.1 Prohibited Activities

Customer shall not, and shall not permit any Authorized User or AI agent to, use the Services to:

  • (a) Create, distribute, or host malicious software, including viruses, trojans, worms, ransomware, spyware, or any code designed to damage, disrupt, or gain unauthorized access to systems or data;
  • (b) Conduct cryptocurrency mining, proof-of-work computations, or similar resource-intensive computations unrelated to Customer’s legitimate business use of the Services;
  • (c) Launch or facilitate denial-of-service attacks, distributed denial-of-service attacks, or any activity designed to disrupt or degrade any system, network, or service;
  • (d) Perform port scanning, network probing, vulnerability scanning, or penetration testing of Baponi’s infrastructure or any third-party system without prior written authorization from the system’s owner;
  • (e) Attempt to circumvent, bypass, or probe the security of Execution Environment isolation, or attempt to access other customers’ data, Execution Environments, or resources;
  • (f) Generate, distribute, or store child sexual abuse material (CSAM), or any content that exploits or harms minors;
  • (g) Violate any applicable law, regulation, or third-party right, including export control laws, data protection laws, and intellectual property rights;
  • (h) Infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of any third party;
  • (i) Attempt to exfiltrate credentials from Connectors or BYOB mount configurations, or to access credentials beyond the scope authorized by the credential owner;
  • (j) Use the Services to send unsolicited bulk communications (spam), conduct phishing, or impersonate any person or entity;
  • (k) Interfere with the integrity, performance, or availability of the Services for other customers through excessive resource consumption, abusive API patterns, or other means;
  • (l) Reverse engineer, decompile, disassemble, or derive source code from the Services, except to the extent that such restriction is expressly prohibited by applicable law;
  • (m) Sublicense, resell, lease, or otherwise provide access to the Services to third parties, except through Customer’s own applications that integrate with the Services via published APIs;
  • (n) Use the Services to develop a product or service that competes directly with the Services, or to benchmark the Services for publication without complying with Section 5.3; or
  • (o) Process, store, or transmit protected health information (PHI) as defined under HIPAA, or payment card data subject to PCI DSS, without a separate written agreement with Baponi authorizing such use; or
  • (p) Use the Services in connection with any application or system where failure or inaccuracy could reasonably be expected to result in death, personal injury, or severe property or environmental damage, including but not limited to: life support systems, autonomous vehicle control, weapons systems, nuclear facility management, air traffic control, emergency dispatch systems, or real-time financial trading systems that execute transactions without human review.

5.2 Enforcement

Baponi may investigate suspected violations of this Section 5. If Baponi determines that a violation has occurred, Baponi may: (a) issue a warning; (b) throttle or limit Customer’s resource usage; (c) suspend Customer’s access in whole or in part; or (d) terminate Customer’s account. For violations that pose an imminent security risk, risk of harm to other customers, or legal liability to Baponi, Baponi may suspend access immediately without prior notice. Baponi will notify Customer as soon as reasonably practicable following any enforcement action.

5.3 Benchmarking

Customer may publish benchmark results comparing the Services to other products, provided that: (a) the benchmarking methodology is fully disclosed, including all configuration parameters, code, and reproduction steps; and (b) Customer permits Baponi to conduct equivalent benchmark testing of Customer’s products or services under equivalent conditions. This clause does not restrict Customer from using the Services for internal performance testing.

5.4 Monitoring

Baponi reserves the right, but does not assume the obligation, to monitor use of the Services for compliance with this Section 5, for security purposes, and for platform integrity. Monitoring may include automated analysis of resource consumption patterns, network traffic, and execution metadata. Baponi does not routinely inspect the content of Customer Code or Execution Output except as necessary to investigate specific suspected violations or respond to legal process.

6. Fees, Credits, and Payment

6.1 Pricing

The fees for the Services are set forth on the pricing page at baponi.ai/pricing and are incorporated by reference. Baponi will provide at least thirty (30) days’ notice before increasing prices for Customer’s current plan. Price increases take effect at the start of the next billing period following the notice period.

6.2 Credits

Usage is measured in Credits as defined in Section 1. Credits included in a billing period do not roll over to subsequent periods.

6.3 Payment

Paid Plan fees are billed in advance on a monthly or annual basis as selected by Customer. Overages are billed in arrears. All fees are non-refundable except as expressly stated in this Agreement or required by applicable law. Payment is processed through Baponi’s third-party payment processor (currently Stripe). Baponi does not store full payment card numbers.

6.4 Taxes

All fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and government charges (excluding taxes based on Baponi’s net income). If Baponi is required to collect or remit taxes, those amounts will be invoiced to Customer.

6.5 Late Payment

If Customer fails to pay undisputed fees within fifteen (15) days of the due date, Baponi may: (a) charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law; and (b) suspend access to the Services until payment is made in full.

6.6 Billing Disputes

Customer must notify Baponi in writing of any billing dispute within thirty (30) days of the invoice date. The parties will work in good faith to resolve the dispute. Customer is not required to pay disputed amounts while the dispute is being resolved in good faith, provided Customer pays all undisputed amounts on time.

7. Free Tier

7.1 Availability

Baponi offers a Free Tier at Baponi’s sole discretion. The Free Tier includes the Credits, resource limits, and features described on the pricing page.

7.2 No Service Level Commitment

The Free Tier is provided without any guarantee of availability, uptime, performance, or support. Baponi may modify, throttle, limit, or discontinue the Free Tier at any time without notice.

7.3 Enhanced Disclaimer

WITHOUT LIMITING THE GENERAL DISCLAIMERS IN SECTION 9, THE FREE TIER IS PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE.” BAPONI MAKES NO COMMITMENT REGARDING THE AVAILABILITY, RELIABILITY, OR CONTINUITY OF THE FREE TIER. CUSTOMER’S SOLE REMEDY FOR DISSATISFACTION WITH THE FREE TIER IS TO STOP USING IT.

8. Confidentiality

8.1 Obligations

Each party agrees to: (a) protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use the other party’s Confidential Information solely for the purposes contemplated by this Agreement; and (c) not disclose the other party’s Confidential Information to third parties except to employees, contractors, and agents who need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement.

8.2 Compelled Disclosure

A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided the disclosing party gives the other party prompt written notice (to the extent legally permitted) so that the other party may seek a protective order.

8.3 Competitive Products

Nothing in this Agreement prevents either party from independently developing products, services, or technology that may compete with the other party’s offerings, provided such development does not use the other party’s Confidential Information.

8.4 Duration

Confidentiality obligations survive for three (3) years after disclosure, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) it will comply with all applicable laws in its performance under this Agreement; and (c) it will not knowingly introduce malicious code into the other party’s systems.

9.2 Baponi Service Warranty

For Paid Plans, Baponi warrants that the Services will materially conform to the Documentation during the subscription term. Customer’s sole remedy for breach of this warranty is, at Baponi’s option: (a) correction of the non-conformity; or (b) termination of the affected Service and a pro-rata refund of prepaid fees for the unused portion of the subscription term.

9.3 Customer Assumption of Risk

Customer represents that it has independently evaluated the Services and determined that they are suitable for Customer’s intended use case. Customer acknowledges that: (a) the Services execute code on shared, multi-tenant infrastructure using software-based isolation; (b) no isolation technology is guaranteed to prevent all possible breaches; (c) Baponi does not control the behavior, correctness, or safety of Customer Code; and (d) Customer bears sole responsibility for validating that the Services meet Customer’s security, compliance, and operational requirements before submitting any production data or workloads. Baponi has not made any representations about the suitability of the Services for any specific Customer use case, industry, or regulatory environment beyond what is expressly stated in this Agreement.

9.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 9.1 AND 9.2, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BAPONI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

BAPONI DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; (B) EXECUTION ENVIRONMENTS WILL PREVENT ALL POSSIBLE SECURITY BREACHES OR CODE ESCAPES; (C) CUSTOMER CODE WILL EXECUTE CORRECTLY OR PRODUCE ACCURATE RESULTS; (D) THE SERVICES WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS; OR (E) CUSTOMER DATA WILL NOT BE SUBJECT TO LOSS, CORRUPTION, OR UNAUTHORIZED ACCESS DESPITE BAPONI’S SECURITY MEASURES.

9.5 Backups

BAPONI IS NOT OBLIGATED TO MAINTAIN BACKUP COPIES OF CUSTOMER DATA EXCEPT AS PART OF ITS STANDARD DISASTER RECOVERY PROCEDURES. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUP COPIES OF CUSTOMER DATA, INCLUDING CUSTOMER CODE AND EXECUTION OUTPUT.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY AND WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO BAPONI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

10.3 Exceptions

THE LIMITATIONS IN SECTIONS 10.1 AND 10.2 DO NOT APPLY TO: (A) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (B) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6; (C) EITHER PARTY’S LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; (D) CUSTOMER’S BREACH OF SECTION 5 (ACCEPTABLE USE); OR (E) EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY) WITH RESPECT TO THE OTHER PARTY’S CONFIDENTIAL INFORMATION.

10.4 Claim Period

ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE DATE THE CLAIMING PARTY KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE BASIS FOR THE CLAIM. CLAIMS BROUGHT AFTER THIS PERIOD ARE PERMANENTLY BARRED. THIS LIMITATION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10.5 Exclusive Remedies

THE REMEDIES SET FORTH IN THIS AGREEMENT ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND BAPONI’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO THE SERVICES. NO OTHER REMEDIES ARE AVAILABLE UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEPT TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION.

10.6 Essential Basis

THE LIMITATIONS IN THIS SECTION 10 APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REFLECT AN INFORMED, VOLUNTARY ALLOCATION OF RISK BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

10.7 Third-Party Services

BAPONI IS NOT LIABLE FOR THE AVAILABILITY, ACCURACY, SECURITY, OR PERFORMANCE OF ANY THIRD-PARTY SERVICE THAT CUSTOMER CONNECTS TO THE SERVICES, INCLUDING CLOUD STORAGE PROVIDERS (AMAZON S3, GOOGLE CLOUD STORAGE, AZURE BLOB STORAGE), DATABASES, APIS, OR OTHER EXTERNAL SYSTEMS ACCESSED THROUGH BYOB STORAGE, CONNECTORS, OR CUSTOMER CODE. CUSTOMER’S USE OF THIRD-PARTY SERVICES IS GOVERNED BY THE TERMS BETWEEN CUSTOMER AND THE THIRD-PARTY PROVIDER.

10.8 Corporate Entity

ALL OBLIGATIONS, REPRESENTATIONS, WARRANTIES, AND LIABILITIES OF BAPONI UNDER THIS AGREEMENT ARE OBLIGATIONS OF BAPONI, INC. AS A CORPORATE ENTITY AND NOT OF ANY INDIVIDUAL OFFICER, DIRECTOR, EMPLOYEE, SHAREHOLDER, OR AGENT OF BAPONI IN THEIR PERSONAL CAPACITY. CUSTOMER’S SOLE RECOURSE FOR ANY CLAIM ARISING UNDER THIS AGREEMENT IS AGAINST BAPONI, INC.

11. Indemnification

11.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Baponi and its officers, directors, employees, and agents from any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer Code, Customer Data, or Customer’s use of the Services; (b) Customer’s violation of this Agreement, including the Acceptable Use Policy in Section 5; (c) Customer’s violation of applicable law or third-party rights; or (d) the actions of Customer’s AI agents using the Services.

11.2 Indemnification Procedures

The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a manner that imposes obligations on the indemnified party without the indemnified party’s prior written consent. Late notice does not relieve the indemnifying party of its obligations except to the extent the delay materially prejudices the defense.

12. Suspension and Termination

12.1 Customer Termination

Customer may terminate this Agreement at any time by closing its account through the Services dashboard. Termination takes effect at the end of the current billing period for Paid Plans. No refund is due for the remaining portion of a billing period already paid.

12.2 Baponi Termination for Convenience

Baponi may terminate this Agreement upon thirty (30) days’ written notice. If Baponi terminates for convenience during a prepaid annual subscription term, Baponi will issue a pro-rata service credit or refund for the unused portion of the current billing period, at Baponi’s discretion. Monthly subscriptions terminated for convenience take effect at the end of the current billing period with no refund due.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within thirty (30) days of receiving written notice of the breach; or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

12.4 Immediate Suspension

Baponi may suspend Customer’s access to the Services immediately and without prior notice if: (a) Customer’s use poses a security risk to the Services or other customers; (b) Customer’s use could subject Baponi to legal liability; (c) Customer’s account is in material breach of the Acceptable Use Policy; or (d) suspension is required by law or regulation. Baponi will restore access when the circumstances giving rise to the suspension have been resolved.

12.5 Post-Termination Data

Upon termination or expiration, Customer has thirty (30) days to export Customer Data through the Services’ APIs or dashboard, except that the export period is seven (7) days if the Agreement was terminated due to Customer’s breach of Section 5 (Acceptable Use). After the applicable export period, Baponi will delete Customer Data in the ordinary course of its data lifecycle operations, except as required by law or legitimate backup and disaster recovery procedures. Baponi has no obligation to retain Customer Data after the export period.

12.6 Survival

The following sections survive termination: Section 1 (Definitions), Sections 4.1 through 4.6 and 4.9 through 4.11 (Customer Data, IP, and Responsibility), Section 8 (Confidentiality), Section 9 (Warranties and Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 13.5 and 13.6 (Security Deletion and Data Accuracy), Section 17 (No Reliance), Section 18 (Governing Law and Dispute Resolution), and Section 20 (General Provisions).

13. Data Protection

13.1 Roles

With respect to Customer Data that constitutes personal data under applicable data protection laws, Customer is the data controller and Baponi is the data processor. Baponi processes personal data only in accordance with Customer’s documented instructions, which include the instructions set forth in this Agreement and Customer’s configuration of the Services.

13.2 Data Processing Addendum

The Data Processing Addendum at baponi.ai/legal/dpa is incorporated by reference and governs Baponi’s processing of personal data on behalf of Customer. In the event of a conflict between this Agreement and the DPA regarding the processing of personal data, the DPA controls.

13.3 Subprocessors

Baponi uses third-party subprocessors to provide the Services. The current list of subprocessors is available to customers upon request. Baponi will notify Customer before engaging a new subprocessor.

13.4 Security Measures

Baponi maintains administrative, technical, and physical security measures designed to protect Customer Data, as described in the DPA. Baponi will notify Customer without undue delay, and in any event within seventy-two (72) hours, upon confirming a security breach that affects Customer Data.

13.5 Right to Delete for Security

Baponi reserves the right to delete Customer Data, Customer Code, or Execution Output immediately and without prior notice if Baponi reasonably determines that the data: (a) constitutes malware or malicious code that poses an active threat to Baponi’s infrastructure or other customers; (b) contains child sexual abuse material; or (c) is required to be removed by applicable law, regulation, or valid court order. Baponi will notify Customer as soon as reasonably practicable after exercising this right, unless prohibited by law.

13.6 Data Accuracy and Integrity

Baponi stores Customer Code and Execution Output as received and produced. Baponi does not validate, verify, or warrant the accuracy, completeness, legality, or fitness of Customer Code or Execution Output. Customer is solely responsible for the content and consequences of code executed through the Services.

14. Self-Hosted Enterprise Deployments

14.1 License Grant

For Enterprise customers who license the Software for deployment on their own infrastructure, Baponi grants a limited, non-exclusive, non-transferable, non-sublicensable license to install and operate the Software during the license term, subject to the terms of the applicable Enterprise Agreement.

14.2 Customer Responsibility

In self-hosted deployments, Customer is solely responsible for the infrastructure, security, availability, backup, and disaster recovery of the deployment and all data processed by the Software. Baponi has no access to Customer’s self-hosted environment or any data processed therein unless Customer explicitly grants temporary access for support purposes under the terms of the Enterprise Agreement.

14.3 Baponi Stores Nothing

In a self-hosted deployment, Baponi does not receive, store, process, or have access to any data processed by the Software -including Customer Code, Execution Output, credentials, audit logs, user data, or any other information. All data remains entirely within Customer’s Virtual Private Cloud (VPC) and under Customer’s exclusive control. The Software does not transmit any data to Baponi by default. There is no telemetry, no usage reporting, and no phone-home functionality unless Customer explicitly enables optional support features.

Baponi is neither a data controller nor a data processor with respect to data processed by the Software on Customer’s infrastructure. The Data Processing Addendum and the Privacy Policy do not apply to data processed entirely within Customer’s self-hosted environment.

14.4 Support

Support for self-hosted deployments is governed by the applicable Enterprise Agreement and covers software defects and configuration guidance only. Baponi does not provide support for Customer’s infrastructure, network configuration, or third-party integrations unless separately agreed in writing.

15. Export Controls and Sanctions

15.1 Compliance

Customer represents and warrants that: (a) Customer is not located in, and will not use the Services from, any country or territory subject to comprehensive U.S. sanctions (including, as of the effective date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) Customer is not listed on any U.S. government restricted party list, including the OFAC Specially Designated Nationals List, the BIS Entity List, or any equivalent list maintained by the European Union or United Kingdom; and (c) Customer will not use the Services for any end use prohibited by the U.S. Export Administration Regulations (EAR) or other applicable export control laws.

15.2 Responsibility

Customer is solely responsible for ensuring that its use of the Services -including Customer Code executed and data processed -complies with all applicable export control and sanctions laws.

16. Beta and Preview Features

From time to time, Baponi may make features, services, or functionality available as “beta,” “preview,” “early access,” or similar designations. Beta features are provided for evaluation purposes only and may be modified, suspended, or discontinued at any time without notice. Beta features are provided “AS IS” without any warranty, indemnification, service level commitment, or support obligation. Baponi’s total liability for any claim arising from or related to a beta feature is zero dollars ($0). Customer’s use of beta features is voluntary and at Customer’s sole risk.

17. No Reliance

Customer acknowledges that it has not relied on any representation, warranty, or statement made by Baponi or its employees, agents, or representatives that is not expressly set forth in this Agreement. No information provided during sales calls, demonstrations, support interactions, marketing materials, or informal communications creates any warranty, obligation, or liability beyond what is expressly stated in this Agreement and the Documentation.

18. Governing Law and Dispute Resolution

20.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles.

18.2 Informal Resolution

Before initiating any formal dispute resolution, the parties agree to attempt resolution through good-faith negotiation for at least sixty (60) days after written notice of the dispute.

18.3 Arbitration

Any dispute not resolved through informal negotiation shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures. Arbitration will be conducted by a single arbitrator in San Francisco, California, or remotely via videoconference at either party’s election. The arbitrator’s decision is final and enforceable in any court of competent jurisdiction.

18.4 Class Action and Jury Trial Waiver

EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. ALL CLAIMS MUST BE BROUGHT IN EACH PARTY’S INDIVIDUAL CAPACITY.

18.5 Mass Arbitration

If seventy-five (75) or more substantially similar claims are filed against Baponi within a sixty (60) day period, the JAMS Mass Arbitration Supplementary Rules shall apply. The parties agree to cooperate in selecting bellwether cases to resolve common issues efficiently.

18.6 Exceptions

Nothing in this Section 18 prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information. Either party may bring claims in small claims court if the claim qualifies.

18.7 Arbitration Opt-Out

Customer may opt out of the arbitration and class action waiver provisions in Sections 18.3 through 18.5 by sending written notice through the contact form within thirty (30) days of first accepting this Agreement. The opt-out notice must include Customer’s name, account identifier, and a clear statement of intent to opt out. If Customer opts out, disputes shall be resolved in the state or federal courts in Wilmington, Delaware, and both parties consent to exclusive jurisdiction and venue in those courts.

18.8 Prevailing Party Fees

In any dispute arising under this Agreement, the substantially prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the other party, provided this Section 18.8 does not apply to arbitration proceedings governed by Section 18.5 (Mass Arbitration).

19. Modifications to Terms

Baponi may update this Agreement from time to time. Material changes will be communicated at least thirty (30) days before they take effect, via email to the address on Customer’s account or through a prominent notice in the Services dashboard. Non-material changes, such as formatting or typographical corrections, may be made without prior notice. Continued use of the Services after the effective date of a material change constitutes acceptance of the modified terms. If Customer does not agree to a material change, Customer must terminate its account before the change takes effect.

For Enterprise customers with negotiated agreements, modifications require mutual written consent.

20. General Provisions

20.1 Entire Agreement

This Agreement, together with the Data Processing Addendum, any applicable Enterprise Agreement, and the Documentation, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

20.2 Assignment

Customer may not assign this Agreement without Baponi’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets, provided the assignee agrees to be bound by this Agreement. Baponi may assign this Agreement freely in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.

20.3 Severability

If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent.

20.4 Waiver

The failure of either party to enforce any right or provision of this Agreement is not a waiver of that right or provision. A waiver is effective only if in writing and signed by the waiving party.

20.5 Force Majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of war or terrorism, epidemics or pandemics, labor disputes not involving the affected party’s employees, government actions, internet or telecommunications failures, or denial-of-service attacks. The affected party must provide prompt notice and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than ninety (90) days, either party may terminate this Agreement upon written notice.

20.6 Notices

Legal notices under this Agreement must be in writing and sent to: (a) for Baponi, through the contact form; (b) for Customer, the email address on file in Customer’s account. Notices to Baponi are deemed received when Baponi confirms receipt. Notices to Customer are deemed received when delivered by email.

20.7 Publicity

Baponi may identify Customer as a user of the Services in customer lists and marketing materials, using Customer’s name and logo. Customer may opt out of this use at any time by notifying Baponi through the contact form. Baponi will remove Customer’s name and logo within thirty (30) days of receiving such notice.

20.8 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship.

20.9 Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights. No person or entity other than the parties has any right to enforce any provision of this Agreement.