Master Partner Program Agreement
The governing agreement for participants in the Supabase partner program.
Version 1 — May 27, 2026
This Master Partner Program Agreement (this “MPPA”), and its applicable Program Addendums, and the Program Authorization which references this MPPA (together, the “Agreement”) is entered into between the Parties and contains the terms and conditions that govern your access to the Partner Portal and your participation in one or more Programs, and is a contract between Supabase Pte. Ltd. (Company Registration No.: 202005760H), a private limited company incorporated in the Republic of Singapore with its registered office at 65 Chulia Street #38-02/03, OCBC Centre, Singapore 049513, a subsidiary of Supabase, Inc. (“Supabase”), and you or the entity or organization that you represent (“Partner”), (each of Supabase and Partner a “Party” and together the “Parties”) and, unless otherwise agreed by the Parties in writing, becomes binding and effective on Partner upon Partner and Supabase's signature on a Program Authorization (“Effective Date”). The Agreement replaces and supersedes all previous agreements and other communications (oral or written) between Partner and Supabase relating to the subject matter of the Agreement or the Programs. Capitalized terms not otherwise defined in this MPPA shall have the respective meanings assigned to them in Section 25.
1. Program Authorization.#
Unless otherwise directed by Supabase in writing (email sufficient), including via a Program Authorization, Partner must apply to participate in a Program and receive approval from Supabase. Supabase will assess Partner's qualifications for the Program(s) based on the information provided and, depending on Program type, may request additional information. Supabase reserves the right to accept or reject any Partner application in its sole discretion. Partner's participation in any Program will be governed by the terms of this MPPA, and the applicable Program Addendum(s). If Supabase approves Partner to participate in a Program, the Parties will sign a Program Authorization. Such Program Authorization will designate the scope of authorization granted for Partner's participation in the indicated Programs and may designate a geographic restriction to Partner's authorized activities under the terms of the Agreement (“Territory”).
2. Program Tiers and Benefits.#
2.1 Tiers.#
Supabase may designate a “Tier” for Partner based on the level of Partner's participation in the Program(s) and other criteria, as set forth in the Agreement, Program Guide, the Partner Portal, or as otherwise indicated to Partner by Supabase from time to time, including in its initial Program Authorization. In such a case that Supabase does offer Partner a Tier, Supabase (i) reserves the right to review Partner's Tier periodically; (ii) may raise or lower Partner's Tier in its sole discretion; and (iii) will make commercially reasonable efforts to notify Partner of any such changes to Partner's Tier (including via email or through the Partner Portal).
2.2 Benefits.#
Supabase may offer benefits to Partner based on its Tier. Supabase may, in its sole discretion, change the benefits available at, and the qualifying criteria for, each Tier from time to time and may modify or discontinue the Program(s), the Partner Portal, or Partner's participation in a Program(s) or access to the Partner Portal, at any time, upon reasonable notice.
3. Partner Obligations and Restrictions.#
3.1 Training and Certifications; Collaboration.#
Supabase may provide Partner with training focused on the marketing, use and promotion of the Services prior to its participation in any Program(s), and on an ongoing basis. Partner shall be required to participate in such training as instructed by Supabase from time to time, including to the extent Supabase offers certification programs. Additionally, upon Supabase's reasonable request, prior to its involvement in a Program and from time to time as reasonably requested by Supabase, Partner agrees to meet, either in person or via teleconference, to discuss the status of the relationship contemplated herein.
3.2 Conduct.#
During the term of the Agreement, Partner shall conduct itself in a professional and competent manner, consistent with the Agreement. Unless separately authorized in writing by Supabase, including via an applicable Program Addendum, Partner shall: (i) not sell, resell, distribute, license, or sublicense the Services to any third party; (ii) not directly or indirectly engage in any unfair, unethical, misleading, disparaging, or deceptive acts or practices that are or might be detrimental to the public or the goodwill or reputation of Supabase or its products or the Services, including making any statements, representations or depictions concerning Supabase or the Services, or the services that Partner provides to its own customers, that are false, misleading, deceptive, or inconsistent with the Program Content or User Guide or other materials (including price lists) published or otherwise supplied by Supabase from time to time; (iii) not make any commitments, warranties, guarantees, or misleading statements to any third parties with respect to the features or functionalities of the Services (including any technical specifications), the expected benefits of use of the Services, the pricing thereof, the origin thereof, Partner's relationship with Supabase, or Partner's duties under the Agreement; (iv) not do anything or act in any way that may diminish the brand or reputation of Supabase; (v) not bid on Supabase's branded keywords in paid advertising; or (vi) not distribute any unsolicited bulk emails (spam) mentioning or referencing Supabase or the Services. Except as may be expressly provided in an applicable Program Addendum(s), Partner has no authority to (a) negotiate any contract for or on behalf of Supabase; (b) represent itself as an agent of Supabase, or (c) bind Supabase to any contract, representation, or understanding, including those concerning Supabase or the Services, or any other products or services offered by Supabase.
4. Partner Portal.#
4.1 Use.#
Any use of any Partner Portal that Supabase may make available from time to time is subject to this MPPA and the Site Policies. Partner may only access and use any such Partner Portal, or other materials as may be provided to Partner by Supabase including via the Partner Portal, in accordance with the Agreement and solely for the management of its relationship with Supabase. The Partner Portal may include links to third-party owned platforms and websites (“Third-Party Sites”). The Third-Party Sites are not under the control of Supabase and Supabase is not responsible for the content of any Third-Party Site and/or any links contained in the Third-Party Site(s). Partner understands that any access to and use of such Third-Party Sites shall be governed by the applicable terms and conditions, or licenses, referenced on such Third-Party Sites. Supabase is providing links to the Third-Party Site(s) to Partner only for Partner's convenience and Supabase is not responsible for any kind of loss or damage arising out of it, and the access to or any other act on such Third-Party Sites shall be entirely at Partner's risk.
4.2 Profile.#
Partner may be invited to submit or publish information about itself via a Partner Portal if made available by Supabase (a “Profile”). Partner agrees that any information it provides in its Profile will be truthful and accurate, and that Supabase has the right to use, reproduce, display, and otherwise disclose the Profile to third parties solely for purposes relating to its business, and the Program(s).
4.3 Responsibilities.#
Partner is responsible for all activities conducted with its Partner Portal login credentials and agrees to use reasonable efforts to prevent unauthorized access to or use of the Partner Portal. Partner shall contact Supabase promptly if any login credentials are lost, stolen or disclosed to an unauthorized person or if Partner reasonably believes the Partner Portal has been compromised.
5. Demo Account.#
Supabase may provide Partner with access to the Services in furtherance of Partner's participation in a Program (a “Demo Account”). Any Demo Account shall be restricted to Partner's internal use solely to allow Partner to understand and demonstrate the capability of the Services and shall otherwise be subject to the Service Terms. For clarity, Partner shall not submit Customer Data (as defined in the Service Terms) to the Demo Account.
6. Marks and Content.#
Each Party (“Grantor”) authorizes the other Party (“Grantee”) to use certain of Grantor's Marks and Content pursuant to this Section 6 during the Term.
6.1 Marks.#
Grantee may use Grantor's Marks solely to promote Partner's Program participation and the Services. Partner's use of Supabase's Marks must comply with the Branding Guidelines and Partner shall include the Supabase Marks, as well as any required intellectual property notices, on all promotional materials related to the Services, including the Program Content. Any use by Grantee of Grantor's Marks must be consistent with the Agreement, and all goodwill associated with the use of the Grantor's Marks will inure solely to Grantor's benefit. Grantor has the right to control the nature and quality of Grantee's use of Grantor's Marks. Grantee shall not: (i) use Grantor's Marks in a manner that (a) misrepresents Grantee's relationship with Grantor or is otherwise misleading, or (b) that reflects negatively on Grantor, (ii) associate the Grantor's Marks with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Grantor's sole discretion, or (iii) adopt, use, or attempt to register any trademarks, service marks, or trade names that are confusingly similar to the Grantor's Marks or in such a way as to create combination marks with the Grantor's Marks. If Grantor, in its sole discretion, determines any use by Grantee of Grantor's Mark is not in compliance with the Agreement, Grantee shall promptly modify or discontinue such use as directed by Grantor.
6.2 Content.#
Grantee may reproduce and distribute Grantor's Content solely to promote Partner's Program participation and the Services. Without limiting the foregoing, Grantee acknowledges that except as expressly provided in this Section, and applicable Program Addendum(s), Grantee may not (i) use, reproduce, sell, sublicense, distribute or otherwise transfer any Content of Grantor to any third party or (ii) modify, alter or otherwise create derivative works of any Content of Grantor.
6.3 Rights Granted.#
Grantor is responsible for ensuring it has all rights in and to Grantor's Marks and Content necessary to grant Grantee the rights under this Section 6. Grantee acknowledges that all authorizations under this Section 6 with respect to Grantor's Marks and Content are limited, revocable, nonexclusive and, subject to Section 20, non-assignable and non-transferable.
7. Relationship.#
Supabase and Partner are independent contractors, and the Agreement does not create a joint venture, agency, fiduciary, employment relationship or partnership; use of the term "partner" refers only to Partner's participation in the applicable Program(s). Neither Party nor any of its respective Affiliates is an agent of the other for any purpose or has the authority to bind the other, and nothing in the Agreement or any Program creates any franchise relationship between the Parties. Partner's participation in any Program is on a nonexclusive basis, and Supabase is free to enter into the same or similar relationships on the same or different terms with other parties. Partner represents that its execution and performance of the Agreement does not conflict with or breach any contractual, fiduciary or other duty or obligation to which Partner is bound.
8. Compliance with Applicable Laws.#
Each Party agrees to comply with all Applicable Laws in the performance of its obligations and exercise of its rights under the Agreement. Without limiting the foregoing:
8.1 Privacy Laws.#
Each Party shall comply with Applicable Data Protection Laws. Partner shall be solely responsible for providing any notices required by Applicable Law to, and receiving any consents and authorizations required by Applicable Law from, persons whose Personal Data it elects to share with Supabase.
8.2 ABAC.#
Each Party shall comply with Applicable Laws concerning anti-bribery and anti-corruption, which may include the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010. Each Party represents, warrants and covenants that in the performance of any activities under the Agreement that it has neither provided nor offered, nor will provide or offer, any illegal or improper bribe, kickback, payment, gift or thing of value to any Government Official or Close Family Member of any Government Official. Each Party agrees to promptly notify the other if it learns of any violation of the foregoing and Supabase may, at its sole option, immediately terminate the Agreement in the event of such notice, without liability.
8.3 Export Laws.#
Each Party shall (a) comply with Applicable Laws administered by the applicable Government Entities imposing export controls and trade sanctions, which may include, but are not limited to the U.S. Commerce Bureau of Industry and Security, and the U.S. Treasury Office of Foreign Assets Control (“Export Laws”), including designating countries, entities and persons (“Sanctions Targets”) and (b) not directly or indirectly export, re-export or otherwise deliver any Content or Services to a Sanctions Target, or broker, finance or otherwise facilitate any transaction in violation of any Export Laws. Partner represents that it is not a Sanctions Target or prohibited from receiving any Program Content under Applicable Laws, including Export Laws.
9. Fees.#
Each Party shall, as applicable, pay any fees and costs solely as specified in this MPPA or the applicable Program Addendum(s).
10. Ownership.#
As between the Parties: (a) Partner owns all right, title and interest in and to Partner's Marks and Partner Content, including in each case all associated Intellectual Property Rights, and (b) Supabase owns all right, title and interest in and to Supabase's Marks, Program Content, Services, the User Guide and Feedback, including in each case all associated Intellectual Property Rights. Except for the rights expressly granted by one Party to the other in this MPPA or a Program Addendum, all rights are reserved by the granting Party.
11. Confidentiality.#
11.1 Confidential Information.#
As used in the Agreement, “Confidential Information” means any information disclosed by one Party, its Affiliates, business partners or their respective employees, agents or contractors (collectively, the “Discloser”) that is designated as confidential, either orally or in writing, or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes without limitation: (i) information relating to the Discloser's or its Affiliates' technology, customers, business plans, promotional and marketing activities, finances and other business affairs, including any such information made available by Supabase through the Partner Portal; (ii) third-party information that the Discloser is obligated to keep confidential; and (iii) the terms of the Agreement. However, Confidential Information does not include any information that: (a) was known to the Party that receives any Confidential Information (the “Recipient”) prior to receiving the same from the Discloser in connection with the Agreement; (b) is independently developed by the Recipient without reference to or use of the Discloser's Confidential Information; (c) is acquired by the Recipient from another source without restriction as to use or disclosure; or (d) is or becomes publicly available through no fault or action of the Recipient.
11.2 Use.#
The Recipient shall not (i) use the Discloser's Confidential Information for any purpose outside the scope of the Agreement without the Discloser's prior written consent or (ii) disclose the Discloser's Confidential Information to any person or entity, except to the Recipient's employees, agents, contractors and service providers who (a) are bound by non-use and non-disclosure obligations at least as protective as those contained in the Agreement and (b) have a need to know the Confidential Information for the Recipient to exercise its rights or perform its obligations under the Agreement. Notwithstanding the foregoing, the Recipient may disclose the Discloser's Confidential Information to the limited extent any use or disclosure is required by Applicable Law or a valid and binding order of a governmental body (such as a subpoena or court order), provided that, to the extent permitted under Applicable Law, the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information. In the event of any breach or threatened breach by the Recipient of its obligations under this Section, the Discloser will be entitled to seek injunctive and other equitable relief to enforce such obligations.
11.3 Deletion.#
Promptly following the request of Discloser, Recipient will return to Discloser, or destroy, all Confidential Information of Discloser that are in written, electronic, or other tangible form, including, without limitation, all copies, extracts, and derivatives of such Confidential Information. On request of Discloser, Recipient will confirm to Discloser in writing Recipient's compliance with this Section 11.3. Notwithstanding the foregoing, Recipient may retain Confidential Information (i) contained in electronic archives and backups made in the ordinary course of business, (ii) that such party is required by law to maintain; or (iii) that such party reasonably determines necessary to demonstrate to the other party or any regulatory authority Recipient's compliance with the Agreement or any Applicable Law or regulation; provided that all such Confidential Information retained will remain subject to the protections set forth herein for so long as it remains in Recipient's possession or control.
12. Prospect Information.#
During the Term, each Party may provide the other Party identifying or other business and Service use information relating to prospective or actual End-Customers of the Services (“Prospect Information”), including via the Partner Portal. Without limiting clauses (a) and (b) of Section 11.1, each Party will treat Prospect Information, and any Personal Data therein, as Confidential Information. Each Party will only Process Prospect Information in accordance with the Agreement and Applicable Laws, including Applicable Data Protection Laws, and expressly understands that (i) it is prohibited from selling and otherwise sharing the Prospect Information with third parties and (ii) it shall only use the Prospect Information for the purpose of providing the services contemplated by the Agreement, and insights, service and feature announcements and other reporting to End-Customers. Unless expressly authorized by Supabase in writing, Partner may not use any Prospect Information provided by Supabase to market Partner's products or services. Each Party will be solely responsible for any Prospect Information it elects to provide to the other Party, including providing any required notices to, and receiving any required consents and authorizations from, the prospects, customers and individuals that are the subjects of such Prospect Information.
13. Publicity.#
Except as expressly provided in the Agreement, including any Program Addenda or Program Authorization, neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to the Agreement, or otherwise use the other Party's Marks, without the prior written consent of the other Party. Notwithstanding the foregoing, Supabase may publicly identify Partner as a partner of Supabase in its promotional materials, interviews, partner lists, and other promotional activities.
14. Representations and Warranties.#
Partner represents and warrants that it (i) has obtained and will obtain and maintain any and all permits, licenses, authorizations, permissions, and/or certificates that may be required in any jurisdiction, by any regulatory or administrative agency or otherwise, in connection with the marketing of the Services, performance of its obligations, and its compliance with, the Agreement and (ii) will comply with all Applicable Laws. Each Party represents, warrants, and covenants that it possesses the right and authority to enter into the Agreement and to exercise its rights and perform its obligations hereunder.
15. Disclaimers.#
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT: (a) THE PROGRAM CONTENT, SERVICES, USER GUIDE, AND ANY BENEFITS OR OTHER MATERIAL THAT SUPABASE MAY MAKE AVAILABLE IN CONNECTION WITH THE AGREEMENT OR ANY PROGRAM, ARE PROVIDED BY SUPABASE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND (b) NEITHER PARTY MAKES ANY WARRANTY OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
16. Term and Termination.#
16.1 Term.#
This MPPA, including any applicable Program Addendum(s) will remain in effect until terminated as set forth herein or in a Program Authorization, except that this MPPA will automatically terminate upon termination of Partner's participation in all Programs (the “Term”).
16.2 Termination.#
Except as otherwise provided in a Program Addendum, either Party may terminate this MPPA, or any Program Addendum (and its participation in the applicable Program), for any or no reason by giving at least 30 days' prior written notice. Additionally, either Party may terminate this MPPA, or any Program Addendum (and its participation in the applicable Program) effective on written notice to the other Party, if the other Party materially breaches this MPPA, or the applicable Program Addendum, and such breach (if capable of cure) remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.
16.3 Effect of Termination.#
If this MPPA is terminated for any reason, except as otherwise expressly set forth in in a Program Addendum: (i) all rights and licenses granted by Partner or Supabase under the Agreement to the other will terminate; (ii) each Party shall cease to identify itself or the other as, and will not otherwise hold itself or the other out as, a Program partner or participant; (iii) each Party shall immediately discontinue all use of the other's Marks, Program Content and Demo Accounts, as applicable; and (iv) upon either Party's written request, the other Party will immediately return or destroy all Confidential Information of the requesting Party.
16.4 Survival.#
The provisions set forth in Sections 6 through 24, and any other right or obligation of the Parties in the Agreement that, by its nature, should survive termination or expiration of the Agreement, will survive any expiration or termination of the Agreement.
17. Indemnification.#
17.1 Supabase Indemnification.#
(a) Supabase will defend, indemnify, and hold harmless Partner and its respective directors, officers, employees, representatives, and agents (collectively, the "Partner Indemnitees") from and against any and all claims, losses, damages, suits, fees, judgments, compromises, or settlements, costs, and expenses (“Losses”) to the extent based upon or arising from a third-party claim (collectively, “Third-Party Claims”) alleging that the Program(s), or the Supabase Marks (collectively, the “Covered Materials”) infringe or violate any third party Intellectual Property Rights. Supabase will pay all Losses incurred by and damages against the Partner Indemnified Parties but will not be responsible for any compromise or settlement made without its express prior written consent.#
(b) Such indemnity pursuant to 17.1(a) is specifically exclusive of any such claims to the extent they arise or result, directly or indirectly, from Partner's: (i) unauthorized alteration of the Covered Materials; or (ii) any use of the Covered Materials by Partner that violates Applicable Law or the terms of this Agreement. In order to resolve any Third-Party Claim relating to subsection 17.1(a), Supabase may, but is not obligated to: (a) modify or replace the Covered Materials to make them non-infringing; (b) procure any rights from a third party necessary to provide the Covered Materials; or (c) replace the Covered Materials with work product that is materially equal but is non-infringing. If none of the foregoing remedies is available to Supabase on commercially reasonable terms, Supabase may terminate the Agreement. EXCEPT AS MAY OTHERWISE BE PROVIDED IN APPLICABLE PROGRAM ADDENDUM(S), THIS SECTION 17.1(a) and (b) STATES PARTNER'S SOLE AND EXCLUSIVE REMEDY, AND SUPABASE'S SOLE AND EXCLUSIVE LIABILITY, REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.#
17.2 Partner Indemnification.#
Partner will defend, indemnify, and hold harmless Supabase and its directors, officers, employees, representatives, and agents (collectively, the “Supabase Indemnitees”) from and against any and all Losses to the extent based upon or arising from Third-Party Claims alleging: (i) Partner's gross negligence or willful misconduct, or fraudulent misrepresentation; (ii) Partner's breach of Section 3.2; (iii) Partner's use of the Prospect Information in breach of this Agreement; and/or (iv) Partner's violation of any Applicable Law.
17.3 Indemnification Procedure.#
A Partner Indemnitee or Supabase Indemnitee (each, an “Indemnitee”) shall promptly provide the other Party providing the indemnification (each, an “Indemnifying Party”) with: (i) prompt written notice of the Third-Party Claim (provided that the failure to provide such notice will not relieve a Party of its obligations unless such failure prejudices its ability to defend the Third-Party Claim); (ii) sole control of the defense and settlement of the Third-Party Claim (except that the Indemnitee's prior written approval will be required for any settlement that requires any action, inaction, or admission by the Indemnitee, requires the payment of any amount that will not be fully satisfied by the Indemnifying Party or does not include a complete release of claims against the Indemnitee, such approval not to be unreasonably withheld, conditioned, or delayed); and (iii) cooperation as reasonably requested by the Indemnifying Party at the Indemnifying Party's expense in connection with the defense of the Third-Party Claim. The Indemnitee may participate in any indemnified matter with counsel of its' choosing at its' own expense.
18. Limitations of Liability.#
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 18 OR IN AN APPLICABLE PROGRAM ADDENDUM: (a) IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING IN CONNECTION WITH THE AGREEMENT OR ANY PROGRAM, INCLUDING (IN SUPABASE'S CASE) WITHOUT LIMITATION ANY INVESTMENTS, EXPENDITURES OR COMMITMENTS BY PARTNER IN CONNECTION WITH A PROGRAM; AND (b) IN NO EVENT SHALL SUPABASE'S CUMULATIVE AND AGGREGATE LIABILITY UNDER THE AGREEMENT EXCEED US$500 (THE “LIABILITY CAP”). THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING THE FOREGOING, THE LIABILITY CAP SHALL NOT APPLY TO LIABILITIES ARISING FROM OR RELATING TO EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUDULENT MISREPRESENTATION.
19. Notices.#
All notices under this Agreement shall be in writing and sent to the email address on the signature page of the Program Authorization (or as updated in writing). Notices are effective upon email transmission (provided no delivery failure notification is received).
20. Assignment.#
This Agreement binds and benefits each Party and its permitted successors and assigns. Supabase may assign this Agreement without consent in connection with a merger, acquisition, sale of all or substantially all of its assets, or change of control, or to an Affiliate, provided the assignee agrees to be bound by the terms of this Agreement. Any other assignment requires the non-assigning Party’s prior written consent (not to be unreasonably withheld). Any unauthorized assignment is void.
21. Third-Party Beneficiaries.#
Except as may otherwise expressly provided in a Program Addendum, the Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
22. Force Majeure.#
Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations to make payments and each Party's confidentiality obligations), when and to the extent such failure or delay arises from a cause or causes beyond its reasonable control (each of the foregoing, a “Force Majeure Event”), in each case, provided the event is outside the reasonable control of the affected Party, the affected Party provides prompt notice to the other Party stating the period of time the occurrence is expected to continue, and the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
23. Governing Law; Venue.#
This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law principles. The Parties shall first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (a "Dispute") through informal negotiation between executives with authority to settle. If the Dispute is not resolved within thirty (30) days after written notice, the Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, including the Expedited Procedures, before a single arbitrator; provided that either Party may elect to have the standard (non-expedited) Commercial Arbitration Rules apply to any Dispute in which the aggregate amount in controversy exceeds US$1,000,000. The seat and legal place of the arbitration shall be Santa Clara, California. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each Party shall bear its own attorneys' fees and costs, and the Parties shall share equally the AAA administrative fees and the arbitrator's compensation, subject to the arbitrator's authority to reallocate such fees and costs in the award. The arbitration and all related submissions and awards shall be treated as Confidential Information under Section 11, except as required to enforce or challenge the award or comply with Applicable Law. Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information, and the Parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California for such purposes. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
24. Miscellaneous.#
To the extent that there is any conflict among the MPPA, the Program Addendum(s), and the Program Guide, such conflict will be governed in the following order: (i) the terms of the applicable Program Addendum(s); then (ii) the terms of this MPPA; then (iii) the Program Guide. Except as otherwise provided in Section 26, the Agreement, including this MPPA, may be modified only by a written instrument duly executed by authorized representatives of the Parties. The Agreement is the result of negotiations between sophisticated commercial entities; accordingly, the Parties waive any rule of construction dictating that ambiguities in the Agreement be construed against the drafter. Additionally, the Agreement supersedes any confidentiality or non-disclosure agreement, previously entered into by the Parties. The failure of a Party to exercise or enforce any condition, term or provision of the Agreement will not operate as a waiver of such condition, term or provision. Any waiver by either Party of any condition, term or provision of the Agreement shall not be construed as a waiver of any other condition, term or provision. No waiver of any breach of the Agreement, will be effective unless in writing and signed by an authorized representative of the Party against whom enforcement is sought. No waiver of any breach of the Agreement and no course of dealing between the Parties will be construed as a waiver of any subsequent breach of the Agreement. If any provision of the Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. The headings in this MPPA, and all Program Addendums, are for reference only and shall not affect the interpretation of the Agreement. For purposes of the Agreement, the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; the word "or" is not exclusive; and the words "herein," "hereby," "hereto" and "hereunder" refer to the Agreement as a whole. The Agreement may be executed in counterparts, each of which will be deemed an original, but which together will constitute one and the same instrument. Electronic execution and delivery of the Agreement is legal, valid, and binding execution and delivery for all purposes.
25. Definitions.#
Capitalized terms not otherwise defined in the Agreement shall have the respective meanings assigned to them in this Section 25.
“Affiliate” means, with respect to a Party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such Party, where "control" means the direct or indirect ownership of more than 50% of the voting securities of a business entity.
“Applicable Law” means any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular Party's performance under the Agreement.
“Applicable Data Protection Laws” means all Applicable Laws relating to the processing of Personal Data, privacy, and data security.
“AUP” means Supabase's standard Acceptable Use Policy, currently available at https://supabase.com/aup.
“Branding Guidelines” means Supabase's standard branding guidelines, as may be provided by Supabase to Partner.
“Close Family Member” means a spouse, an individual's and a spouse's grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, first cousins, the spouse of any of these people, or any other individuals who share the same household.
“Content” means: (a) Program Content where Supabase is the Grantor and (b) Partner Content where Partner is the Grantor.
“End-Customer” means a Supabase customer that has subscribed to the Services.
“Feedback” means bug reports, suggestions or other feedback with respect to Program Content, or the Services provided by Partner to Supabase, exclusive of any Partner Confidential Information therein.
“Government Entity” means (a) any national, state, regional, or local government (including, in each case, any agency, department, or subdivision of such government); (b) any political party; (c) any entity or business that is owned or controlled by any of those bodies listed in subcategory (a) or (c); or (d) any international organization, such as the United Nations or the World Bank.
“Government Official” means (a) any director, officer, employee, agent, or representative (including anyone elected, nominated, or appointed to be a director, officer, employee, agent, or representative) of any Government Entity, or anyone otherwise acting in an official capacity on behalf of a Government Entity; (b) any political party, political party official, or political party employee; (c) any candidate for public or political office; (d) any royal or ruling family member; or (e) any agent or representative of any of those persons listed in subcategories (a) through (d).
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Marks” means, with respect a Party as Grantor, its name and such service marks as it may make available to Grantee for limited use in accordance with Section 6.
“Partner Content” means such content (excluding software and hosted services) that Partner, at its option, makes available to Supabase for use by Supabase in accordance with Section 6 in connection with its participation in the applicable Program.
“Partner Portal” means any online portal for one or more Programs that Supabase may make available to Partner.
“Partner Site” means Supabase's standard information site for the Supabase Partner Program, currently available at https://supabase.com/partners.
“Personal Data” means information relating to an identified or identifiable natural person that is protected by Applicable Laws, including Applicable Data Protection Laws, with respect to privacy where the individual resides.
“Privacy Policy” means Supabase's standard Privacy Policy, currently available at https://supabase.com/privacy as updated from time to time.
“Process” means to perform an operation or set of operations on data, content or information, including to submit, transmit, post, transfer, disclose, collect, record, organize, structure, store, adapt or alter; “Processing” has a correlative meaning.
“Program” means the Partner programs Supabase offers Partners to participate in accordance with this MPPA or in applicable Program Addendum(s), as may be further described at the Partner Site.
“Program Addendum” means the applicable addenda to this MPPA as provided at https://supabase.com/legal/partner-resources/program-addenda or, such other addendum to this MPPA as otherwise agreed to in writing by Supabase and Partner, which contains terms and conditions that govern Partner's participation in a Program.
“Program Authorization” means the grant by Supabase to Partner of authority to participate in the specified Program(s) as signed by the Parties in writing and which is governed by the Agreement, unless otherwise agreed by the Parties in writing.
“Program Content” means such Program-related content (excluding software and Services) that Supabase may make available to Partner through the Partner Portal or otherwise for use by Partner in accordance with Section 6 in furtherance of Partner's participation in the applicable Program(s).
“Program Guide” means any program guide made available to Partner by Supabase, as may be updated from time to time.
“Service Terms” means the terms and conditions available at https://supabase.com/terms, unless otherwise agreed in writing by the Parties.
“Services” means the services that are made available by Supabase.
“Site Policies” means the AUP, and Privacy Policy.
“User Guide” means Supabase's standard user documentation for the Services, currently available at https://supabase.com/docs.
26. Changes to Program and Agreement.#
Except as otherwise expressly provided in applicable Program Addendum(s), Supabase reserves the right to modify or discontinue any Program, including any associated Program Guide, Program Content, the Partner Site and the Partner Portal, at any time in its sole discretion. Supabase may change this Agreement from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. Amendments to this Agreement will only take effect on Partner, on the renewal of this Agreement only when the Parties enter into a subsequent Program Authorization.