Integration Partner Addendum

An addendum to the Master Partner Program Agreement governing integration partners.

Version 1 — May 27, 2026

This Integration Partner Addendum (this "Addendum") contains terms and conditions that govern your participation in Supabase's Integration Partner Program (the "Program") and is a contract between Supabase and Partner. This Addendum is subject to Supabase's standard Master Partner Program Agreement, currently available on Supabase's website at https://supabase.com/legal/partner-resources/master-partner-program-agreement unless otherwise agreed by the Parties in writing (“MPPA”). Capitalized terms not otherwise defined in this Addendum will have the respective meanings assigned to them in the MPPA.

This Addendum becomes binding and effective on Partner upon signature of a Program Authorization granting Partner the right to participate in the Program.

1. Background.#

Supabase provides access to the Services to existing and prospective End-Customers who may benefit from the availability of integrations of Partner's software, mobile applications or other technology-based resources (the “Partner's Platform”) with the Services (such integrations to be referred to herein as the “Technology Integration(s)”). Partner desires to create Technology Integration(s) and to offer such Technology Integration(s) to the existing and prospective End-Customers of Supabase, including via the marketplace of integrations that Supabase makes available to End-Customers within the Services and on its website(s) (“Supabase Marketplace”). Partner shall provide no other services relevant to the Services to End-Customers, other than as expressly authorized by the Agreement, and solely in accordance with the terms of the Agreement, unless otherwise agreed in writing by the Parties.

2. Publication of Technology Integration(s).#

Partner may only publish, release, or otherwise share or make available Technology Integration(s) with End-Customers, including via the Supabase Marketplace, that have received final approval in writing from Supabase (“Publication”). Publication shall be at Supabase’s sole discretion, not to be unreasonably withheld, and Supabase shall determine the qualification of a Technology Integration for Publication pursuant to the terms of this Addendum and Partner’s compliance with the Agreement. The scope of the Technology Integration(s) including applicable integration type, attribution mechanism, and placement formats, while provided for in the applicable Program Authorization, to the extent applicable, remain subject to Supabase's sole discretion regarding design and user interface changes, with reasonable notice provided to Partner for material changes. Additionally, Supabase may adjust Partner’s Supabase Marketplace placement, visibility, or participation in the Program based on performance metrics including reliability, security, support responsiveness, and customer adoption. Upon approval of Publication of a Technology Integration, Partner grants to Supabase a non-exclusive, revocable (solely as set forth in this Addendum), worldwide, non-transferable (except in compliance with Section 20 of the MPPA), non-sublicensable, fully paid-up, royalty-free license solely to (a) host, link to, reproduce, publicly perform, publicly display, test, distribute, make available, and use the Technology Integration(s), in each case for the purposes of making the Technology Integration(s) available through the Supabase Marketplace to End-Customers pursuant to this Addendum; and (b) reproduce, perform, display, use and access the Technology Integration(s) for administration and demonstration purposes in connection with the operation and marketing of the Supabase Marketplace.

3. Development of Technology Integrations.#

The Parties may work collaboratively to determine the exact features and functionalities of the Technology Integration(s). Throughout the development of the Technology Integration(s), Partner shall consult with Supabase and act on Supabase's advice, both in Partner's use of the Services and otherwise. Accordingly, each Party shall:

3.1 Supabase Obligations.#

In the case of Supabase, (i) provide reasonable technical documentation and support, to assist Partner in the successful completion and implementation of the Technology Integration(s); and (ii) monitor the availability of the Services and work with the Partner to resolve technical issues and errors relevant to the Services that may arise from time to time.#

3.2 Partner Obligations.#

In the case of Partner, ensure that the Technology Integration(s) comply with the standards and requirements described in the User Guide, including the Supabase Shared Responsibility Model available at https://supabase.com/docs/guides/deployment/shared-responsibility-model, and any other technical documentation that Supabase may reasonably provide Partner. Without limiting the foregoing, a Technology Integration shall not, at any time, have fewer features, less functionality, or poorer performance, availability, or support than the same tier of such same or substantially similar product, software, or application offered by Partner to End Customers via any other online distribution service or channel, including any website or distribution method operated by Partner, unless (i) Partner makes such features, functionality, performance, availability, or support available to the same tier of Technology Integration(s) published in the Supabase Marketplace within thirty (30) days of such features, functionality, performance, availability, or support first being offered elsewhere, or (ii) the Parties otherwise agree in writing. In addition, Partner shall grant to each End Customer a limited, revocable, non-exclusive, non-sublicensable (except as needed for operation of the Technology Integration(s)), non-transferable worldwide right or license to perform, display, and use the Technology Integration(s)and any content contained in, accessed by or transmitted through the Technology Integration(s) in connection with the Supabase Marketplace, under the separate end user license agreement in its Technology Integration(s) that will govern the End Customer’s rights to the Technology Integration(s) (the “EULA”). Partner must include: (i) the EULA and (ii) a separate privacy policy in its Technology Integration(s) that accurately discloses all of Partner’s collection, use and disclosure of personal information and data and complies with Applicable Law. Partner acknowledges and agrees that the applicable EULA for each Technology Integration is solely between Partner and the End Customer. Supabase shall neither be party to, nor have any liability whatsoever, under any EULA or privacy policy between Partner and any End Customer. Notwithstanding the foregoing, End Customers’ access and use of Supabase Marketplace and the rights and obligations of Supabase to End Customers and vice versa shall be subject to the Service Terms.

4. Maintenance of Technology Integration(s).#

4.1 Marketing and Promotion.#

Partner shall collaborate with Supabase to assist Supabase in the incorporation of references to the Technology Integration(s) in its marketing materials as may be described in the Program Guide or as separately agreed to in a Program Authorization. Partner shall only publicize the Technology Integration(s)'s availability to its own websites and marketing efforts in accordance with Supabase's Branding Guidelines.

4.2 Continuing Support.#

Partner shall: (i) update the Technology Integration(s) as necessary to accommodate for Supabase's updates and modifications to the Services; (ii) be fully responsible for the Technology Integration(s)’ upkeep and availability, including by ensuring the Technology Integration(s) remain active and functional in all respects throughout the period of its Publication; (iii) provide any and all required and requested support to End-Customers who are also customers of Partner and who utilize the Technology Integration(s); and (iv) provide a single point of contact to resolve technical issues that arise from the Technology Integration(s) in a timely manner. As a part of Partner’s compliance with 4.2(iii), Partner shall respond to Technology Integration(s) related issues within forty-eight (48) hours and use commercially reasonable efforts to resolve critical failures within seventy-two (72) hours. Persistent failure, defined as three or more unresolved critical failures within any ninety (90) day period, may result in removal of Supabase Marketplace placement at Supabase's reasonable discretion.

This Section 5 applies only if Partner is designated an 'Integration Partner with Revenue Share Obligation' on a Program Authorization. Partner shall be considered so designated if such a title is listed to define Partner's Authorized Program(s) on a Program Authorization. If Partner is not so designated, this Section 5 does not apply.

5.1 Key Terms Applicable to this Section 5.#

(a) A "Qualifying Customer" is an End-Customer of Partner who first discovers or accesses Partner's product through the Supabase Marketplace, upon the earlier of: (i) the use of a Supabase-originated redirect in the Supabase Marketplace, such as a one-click authorization flow, or (ii) the actioning of a unique mechanism expressly agreed between Partner and Supabase in a Program Authorization.

(b) “Net Revenue" means amounts actually collected by Partner from Qualifying Customers, excluding applicable taxes, refunds, credits, and chargebacks.

(d) The “Revenue Share Start Date” is the date indicated in the Program Authorization on which Partner shall begin accruing obligations to pay Supabase the Revenue Share for any Qualifying Customers.

5.2 Obligation.#

Partner shall pay Supabase a revenue share on revenue generated from Qualifying Customers calculated by applying the Revenue Share Rate to Net Revenue generated from Qualifying Customers during the applicable Revenue Share Period (“Revenue Share”).

The Revenue Share obligation applies to Net Revenue generated from each Qualifying Customer that so qualifies after the Revenue Share Start Date and for a period of two (2) years (“Revenue Share Period”). For the avoidance of doubt, the Revenue Share obligation is not extinguished or reset by reason of a Qualifying Customer's change of corporate name, acquisition, reorganization, or transfer to an affiliate of Partner, provided the underlying paid relationship is continuous.

5.4 Partner Reporting.#

Partner is responsible for implementing and maintaining an attribution mechanism, as may be agreed to by the Parties in a Program Authorization. Partner shall provide Supabase with read-only access to Partner's attribution reporting dashboard (or a mutually agreed third-party attribution tool) within thirty (30) days of Publication and shall maintain such access throughout the Term. Supabase shall have the right to implement its own independent first-party tracking pixels, parameters, or referral identifiers within Supabase-controlled surfaces for validation purposes. In addition, Partner shall deliver a written Revenue Share report to Supabase within seven (7) days following the end of each calendar month following Publication (“Revenue Share Report”). Each Revenue Share Report shall include: (i) the number of Qualifying Customers active during the reporting period; (ii) Net Revenue generated from Qualifying Customers; (iii) the calculated Revenue Share amount owed to Supabase; (iv) a customer-level summary (which may use anonymized or pseudonymous identifiers) showing, for each Qualifying Customer: the date of first attribution, cumulative Net Revenue to date, and Revenue Share paid to date; and (v) any other metrics agreed in a Program Authorization.

5.5 Audit Rights.#

Supabase may, upon fifteen (15) days' prior written notice, audit Partner's records related to Revenue Share calculations and the Revenue Share Report no more than twice per calendar year, provided that Supabase may audit more frequently upon reasonable suspicion. Partner shall maintain records for at least two (2) years following each Revenue Share Period. If any audit reveals an underpayment of five percent (5%) or more of the Revenue Share owed in the audited period, Partner shall bear all reasonable costs of the audit and shall remit the underpaid amount plus interest per Section 5.6 within fifteen (15) days of the audit finding.

5.6 Payment Terms.#

Revenue Share payments shall be settled monthly. Supabase shall issue Partner an invoice for Revenue Share amounts owed for the applicable reporting period, promptly following Supabase’s receipt of each Revenue Share Report. Revenue Share payments shall be made by Partner to Supabase within fifteen (15) days following the receipt of invoice from Supabase, in United States Dollars (USD), via wire transfer or another mutually agreed method. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law, from the due date until actual payment. In addition, if any Revenue Share payment remains outstanding for more than thirty (30) days past its due date, Supabase may, at its sole discretion and without further notice, suspend or reduce Partner's Supabase Marketplace placement until all overdue amounts (including accrued interest) are paid in full. Such suspension shall not constitute a breach of this Agreement by Supabase and shall not relieve Partner of any accrued payment obligations. Supabase must notify Partner of any alleged calculation error within forty-five (45) days of receiving the applicable Revenue Share Report. Reports not disputed within this period are deemed accepted. The Parties shall resolve any timely dispute in good faith.

5.7 Tax.#

All Revenue Share amounts payable to Supabase under this Agreement are exclusive of all sales, use, gross receipts, value-added (VAT), goods and services (GST), and other taxes, levies, imposts, duties, or governmental charges of any nature (collectively, “Taxes”). Except for Taxes based on Supabase’s net income, personnel, or assets, Partner shall be solely responsible for all Taxes chargeable on or in respect of the Revenue Share, payable in addition to, and without reduction of, the Revenue Share. All Revenue Share amounts shall be paid free and clear of, and without any deduction or withholding for or on account of, any Taxes; if Partner is required by Applicable Law to deduct or withhold any Taxes, Partner shall remit them in a timely manner in accordance with Applicable Law and shall not offset or reduce any Revenue Share payable to Supabase on account of such remittance. If a government authority determines that any amounts paid by Partner to Supabase are subject to any Taxes, or if Supabase is otherwise required by Applicable Law to charge, collect, account for, or remit any Taxes in respect of receipts received from Partner, Partner shall pay or reimburse Supabase the full amount thereof, together with any interest or penalties, in addition to and without reduction of the Revenue Share and any other amounts owed to Supabase; provided that this sentence does not apply to Taxes based on Supabase’s net income, personnel, or assets. The Parties’ obligations under this Section 5.7 survive any expiration or termination of this Agreement.

6. Access and Use of the Services.#

Subject to the Service Terms and except as otherwise expressly provided in the Agreement, Supabase grants Partner the right to access and use the Services solely to assist in Partner's development and maintenance of the Technology Integration(s). This right terminates upon termination of this Addendum, and Partner's rights and remedies with respect to its use of the Services shall at all times be governed by the Service Terms. Partner is not itself granted a subscription or license to the Services for its own internal use, nor is it granted any right to resell or grant third parties the right to use the Services under this Addendum; any such rights would be subject to a separate agreement between the Parties.

7. Partner Responsibilities and Restrictions; Suspension.#

7.1 Partner Responsibilities.#

(a) Direct.#

As between the Parties, Partner shall be solely responsible for: (i) obtaining authorizations from joint customers of Supabase and Partner as may be necessary to push and/or pull data of such joint customers through the Technology Integration(s); (ii) using commercially reasonable efforts to prevent the introduction of Harmful Code to: (a) any joint customers' systems, platforms, services, software, devices, sites and/or networks; or (b) the Services; (iii) compliance with Applicable Law, including Applicable Data Protection Law in the development, and maintenance, and use of the Technology Integration(s); (iv) implementing and maintaining appropriate technical and organizational security measures consistent with industry standards as applicable to the development and maintenance of the Technology Integration(s); (v) notifying Supabase in writing within seventy-two (72) hours of any breach of security leading to the unauthorized access to or use of data flowing through the Technology Integration(s); (vi) completing Supabase’s integration security review prior to public production launch; and (vii) the security, integrity, and legality of Partner’s Platform. Partner shall make no representations or warranties with respect to the Services or Supabase's associated support offerings to its customers or prospects and shall maintain adequate insurance coverage and minimum coverage limits for its business as required by any Applicable Law. Partner's lack of or insufficiency of insurance coverage shall not limit any liability Partner may have under this Addendum. For purposes of this clause, “Harmful Code” means code, files, scripts, agents or programs intended to do harm, including any code containing viruses, Trojan horses, worms or like destructive code, code that self-replicates or code that contains a "timeout" feature to prevent access and use at some future date.

(b) Customer User Monitoring Obligation.#

To the extent relevant to the specific Technology Integration(s), Partner shall promptly (and in no event later than twenty-four (24) hours) terminate, disable, or otherwise deactivate any Customer User account or other Technology Integration(s) use by a Customer User that Partner suspends, blocks, terminates, or otherwise restricts due to suspected or actual abuse, fraud, violation of applicable law, or breach of Partner’s terms of service. To the extent Partner is technically unable to directly terminate or deactivate such Customer User, Partner shall notify Supabase within twenty-four (24) hours and provide sufficient identifiers (including project IDs or other mutually agreed identifiers) to enable Supabase to take action. Partner shall implement and maintain an automated mechanism (including API-based signaling or other technical integrations specified by Supabase) to (i) effectuate such deactivation and (ii) where applicable, transmit notices to Supabase in real time or near real time. Supabase reserves the right, but not the obligation, to independently suspend, throttle, restrict, or permanently disable any such Customer User, or associated resources at any time to mitigate security, operational, or financial risk. “Customer User” means an individual employee, agent or contractor of an End-Customer for whom access to the Services have been granted by Supabase pursuant to a contract signed by Supabase and the End-Customer.

7.2 Partner Restrictions.#

Partner shall not, shall not attempt, or assist or permit any third party to: (i) access any endpoints of the Services other than those endpoints that Supabase has agreed that Partner may access in writing, even if the Partner has technical access to additional endpoints; (ii) use or access the Services in a manner that exceeds any express request volume provided by Supabase (or otherwise, a reasonable request volume), and as may be adjusted from time to time; (iii) intentionally submit queries to the Services (whether demo or demo environment) which fail to contain all required parameters; (iv) use or access the Services beyond the minimum extent reasonably necessary to develop and manage the Technology Integration(s); (v) push or pull any data which it does not own into or from the Services that it has not been explicitly authorized by the data owner to share with Supabase; (vi) bypass the security or authentication protocols of the Services; (vii) intentionally interfere with or disrupt: (a) any features or functionalities that are embedded in or included with the Services, (b) Supabase's monitoring of the Services, or (c) the servers or networks providing or hosting the Services; (viii) use the Services, any data obtained through the Services, or any Technology Integration(s): (a) in any manner or for any purpose that violates any Applicable Law or any right of any person or entity, including but not limited to Intellectual Property Rights, rights of privacy, and rights of personality, (b) in a false or misleading manner, or in any manner inconsistent with this Addendum or the Service Terms, or (c) in a way that may be offensive, profane, obscene, libelous to Supabase, Supabase's End-Customers or prospects.

7.3 Data Processing.#

(a) Artificial Intelligence.#

(b) Personal Data Protection.#

Any Personal Data processed in connection with this Addendum shall be handled as follows:

(i) Roles. Except where the Parties expressly agree otherwise in a Program Authorization, each Party acts as an independent controller (or equivalent role under Applicable Data Protection Law) with respect to Personal Data it collects, receives, or determines the purposes and means of processing for in connection with the Technology Integration(s); neither Party processes Personal Data on behalf of the other except as expressly designated in writing.

(ii) Compliance. Each Party shall comply with all Applicable Data Protection Laws in its processing of Personal Data, including obtaining and maintaining all notices, consents, and lawful bases required for the disclosures and processing contemplated by the Technology Integration(s).

(iii) Security. Partner shall implement and maintain appropriate technical and organizational measures designed to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure, consistent with the standard set forth in Section 7.1(a)(iv).

(iv) International Transfers. To the extent the Technology Integration(s) involve a transfer of Personal Data across jurisdictions, the transferring Party shall ensure a valid transfer mechanism is in place (such as the EU Standard Contractual Clauses, the UK International Data Transfer Addendum, or another lawful mechanism), and the Parties shall reasonably cooperate to execute any additional documentation required under Applicable Data Protection Law.

(v) Incidents. Partner shall notify Supabase of any Personal Data Breach in accordance with Section 6.1(a)(v) and shall reasonably cooperate with Supabase in connection with the investigation, remediation, and notification of any such incident.

(vi) Data Subject Rights and Regulator Inquiries. Each Party shall, at its own cost, reasonably cooperate with the other in responding to any verified data subject request or competent supervisory authority inquiry to the extent such request or inquiry relates to Personal Data processed in connection with the Technology Integration(s).

(vii) Sub-processors. To the extent Partner engages any third party to process Personal Data received from or through the Services in connection with the Technology Integration(s), Partner shall impose on such third party data protection obligations no less protective than those set forth in this Section 7.3(b) and shall remain liable for the acts and omissions of such third parties.

(viii) Return or Deletion. Upon expiration or termination of this Addendum, or upon Supabase's written request, Partner shall, at Supabase's option, return or securely delete Personal Data received from or through the Services, except to the extent retention is required by Applicable Law or for the establishment, exercise, or defense of legal claims. The Parties agree that this Section 7.3(b) constitutes the data protection terms governing Personal Data processed under this Addendum, and no separate data processing agreement shall be required unless and until the Parties' processing activities materially change such that one is required by Applicable Data Protection Law.

7.4 Developer Credentials.#

Solely to the extent Supabase issues Partner any developer credentials, (such as tokens or electronic keys) with respect to the Services (“Developer Credentials”), Partner shall: (i) use the Developer Credentials to access the Services; (ii) not misrepresent or mask its identity when utilizing the Services; and (iii) hold such Developer Credentials in confidence and not share with, or transfer the Developer Credentials to, any third party without Supabase's prior written consent (which can be revoked at any time). Supabase hereby reserves the right to update Partner's Developer Credentials from time to time and Partner shall be obligated to use the new Developer Credentials and shall no longer access the Services using any deprecated Developer Credentials.

7.5 Suspension and Revocation.#

Supabase reserves the right to suspend or discontinue the Partner's access to all or any portion of the Services, revoke the rights granted in Section 6, and/or remove Partner’s Technology Integration(s) from the Services at any time, at Supabase's sole discretion, provided that Supabase shall use reasonable efforts to provide the Partner with at least thirty (30) days' notice prior to taking any such action. Notwithstanding the foregoing, in the event that Supabase reasonably determines that Partner's access to the Services, or its Technology Integration(s), poses a security or privacy risk to Supabase or any other party and that risk cannot be cured by Partner in a reasonable amount of time, then Supabase may, at its sole discretion, immediately (a) suspend or discontinue the Partner's access to all or any portion of the Services or remove the Technology Integration(s) from the Services, or (b) revoke the rights granted in Section 6, with or without prior notice to the Partner. Any exercise of this right by Supabase shall result in no liability or remedy owed to Partner unless otherwise separately agreed by the Parties in writing.

8. Intellectual Property.#

8.1 Supabase IP Rights.#

Partner acknowledges and agrees that as between Supabase and Partner, Supabase shall own all rights, titles and interests in and to the Intellectual Property Rights related to or arising out of the Services, including, without limitation general knowledge and techniques developed or used by the Services. Nothing in this Addendum shall be construed to grant the Partner any ownership right in the Services, any derivative works of the Services, or the related Intellectual Property Rights. Additionally, while Partner is under no obligation to provide feedback, capability or feature suggestions, or bug reporting regarding the Services (“Feedback”), to the extent Partner does provide such Feedback, the Partner grants to Supabase a worldwide, perpetual, irrevocable, royalty-free license to exercise all rights in the Feedback.

8.2 Partner IP Rights.#

Supabase acknowledges and agrees that as between Supabase and Partner, the Partner owns all right, title and interest in and to the Intellectual Property Rights in and to the Partner's Platform and, except as expressly stated otherwise in this Addendum, the Technology Integration(s), and any associated services, documentation, prototypes, models, computer source code, source files, and any other computer files and materials (regardless of form or format) which the Partner creates in connection with the Technology Integration(s). For clarity, nothing in this Addendum, or the Agreement shall be construed to grant Supabase any ownership right in the Partner’s Platform or its related Intellectual Property Rights. Notwithstanding the foregoing, upon final approval of the Technology Integration(s) by Supabase, Partner hereby authorizes Supabase to market, promote, and subject to Publication, the Technology Integration(s) as Supabase deems appropriate.

8.3 No Jointly Developed or Held Intellectual Property; No Implied Rights.#

The Parties understand that they do not anticipate to jointly develop any intellectual property under this Addendum, and to the extent they do, the Parties will handle ownership and licensing of such intellectual property in good faith and as mutually agreed upon in a separate written agreement. Additionally, as of the Effective Date of the Agreement, no intellectual property is held between the Parties. Subject to the limited licenses expressly provided in this Agreement, nothing in this Agreement (including this Addendum) transfers or assigns to a Party any of the other Party’s Intellectual Property Rights in its Marks, technology, or otherwise, and no rights are implied.

9. Representations and Warranties.#

In addition to the representations and warranties provided by the Parties in the MPPA, Partner further represents and warrants that: (a) Partner’s Technology Integration(s) comply with all Applicable Data Protection Laws and Applicable Law relevant to consumer protection; (b) Partner has obtained all End-Customer and Customer User consents required for the Processing of data as relevant to its Technology Integration(s); and (c) Partner will not use the Technology Integration(s) for any unlawful purpose.

10. Applicability of MPPA.#

This Addendum is subject to the terms and conditions of the MPPA. Without limiting the foregoing, and for clarity of the Parties: (i) Partner's obligations under the MPPA with respect to its conduct and its compliance with Applicable Laws, including those relating to Personal Data, anti-bribery and anti-corruption, and export controls and trade sanctions, extend to this Addendum; (ii) except as otherwise expressly provided in this Addendum, Partner's remedies with respect to its participation in the Program, and use of the Services, shall be solely as provided in the MPPA and this Addendum; and (iii) Sections 6, 7, 11, 12, and 19 through 24 of the MPPA shall, in addition to the remainder of the MPPA, apply to this Addendum. For clarity, no End-Customer or Customer User shall be deemed a third-party beneficiary of this Addendum, or the Agreement.

11. Term and Termination.#

11.1 Term.#

Notwithstanding any contrary provision in the MPPA, the term of this Addendum will continue through the expiration or earlier termination of the MPPA, or the end of the Publication of the Technology Integration(s), whichever is earlier.

11.2 Termination Rights.#

In addition to the termination rights of the Parties expressly provided in the MPPA, either Party may terminate this Addendum and the availability of any Technology Integration(s), effective on written notice to the other Party, if the other Party materially breaches this 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. Additionally, Supabase may terminate this Addendum and the Publication of any Technology Integration(s) for convenience upon ninety (90) days prior written notice to the other Party.

11.3 Effects of Termination.#

Upon expiration or earlier termination of this Addendum: (a) all rights granted to Partner with respect to the Services will terminate effective as of the effective date of termination; (b) any accrued Revenue Share obligations survive; and (c) in the event of Supabase's termination pursuant to the last sentence of Section 11.2 of this Addendum, Partner shall continue to comply with Section 4 of this Addendum through the term of this Addendum.

11.4 Survival.#

In addition to Section 11.3, the following provisions of this Addendum shall survive any expiration or termination of this Addendum: Section 1 (solely with respect to defined terms), Section 5 (Revenue Share), Section 7.2 (Partner Restrictions, to the extent of Partner's continuing use, if any, of data or materials obtained under this Addendum), Section 8 (Intellectual Property), Section 10 (Applicability of MPPA), Section 11.3 (Effects of Termination), this Section 11.4 (Survival), Section 12 (Indemnification), Section 13 (Limitations of Liability), and Section 14 (Miscellaneous). In addition, any right or obligation of the Parties under this Addendum that, by its nature, is intended to survive termination or expiration (including any accrued payment obligations and any claims arising from acts or omissions occurring prior to termination or expiration) shall so survive.

12. Indemnification.#

In addition to the obligations of the Parties in the MPPA, and subject to the indemnification procedures described in the MPPA:

12.1 Supabase Indemnification.#

Subject to the remainder of this Section 12.1, Supabase agrees to defend, indemnify and hold harmless Partner and Partner Indemnitees, from and against any and all Losses arising out of or related to any Third-Party Claim alleging that the Services or Partner's use thereof infringes or violates such third party's Intellectual Property Rights (each, a "Partner Infringement Claim"). Supabase will pay all Losses incurred by and damages against the Partner Indemnitees but will not be responsible for any compromise or settlement made without its express prior written consent. If the Services become, or in Supabase's opinion are likely to become, the subject of a Partner Infringement Claim, Supabase may, but is not obligated to, (i) modify or replace the Services to make them non-infringing; (ii) procure any rights from a third party necessary to provide the Services; or (iii) replace the Services with work product that is materially equal in capabilities, capacity, performance, and ease of use but is non-infringing. If none of the foregoing remedies is available to Supabase on commercially reasonable terms, Supabase may terminate the Agreement. Supabase will have no obligation to indemnify Partner for a Partner Infringement Claim to the extent it arises from any of the following: (a) unauthorized alteration of the Services; (b) use of the Services in combination with apparatus, hardware, software, or services not provided or authorized by Supabase; (c) any use of the Services by Partner that violates any Applicable Law; (d) use of the Services in a manner that violates any Applicable Law or breaches the Agreement, including this Addendum; (e) Partner's Platform; or (f) the Technology Integration(s) (including activities conducted with Partner's access credentials to the Services), subject to Supabase's security and processing obligations under the Agreement. THIS SECTION 12.1 OF THIS ADDENDUM STATES SUPABASE'S ENTIRE LIABILITY AND PARTNER'S EXCLUSIVE REMEDIES FOR ANY CLAIM OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION BY A THIRD PARTY RELEVANT TO THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARTNER (ON ITS OWN BEHALF AND ON BEHALF OF ANY PERSON OR ENTITY AUTHORIZED TO USE THE SERVICES BY PARTNER) COVENANTS NOT TO SUE OR MAKE OR ASSERT AGAINST SUPABASE ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO THE SERVICES PROVIDED TO PARTNER UNDER THE AGREEMENT.

12.2 Partner Indemnification.#

Partner agrees to defend, indemnify and hold harmless Supabase and Supabase Indemnitees, from and against any and all Losses arising out of or related to any Third-Party Claim alleging: (i) Partner's violation of Section 7.2 of this Addendum; or (ii) Partner, Partner's Technology Integration(s), or Partner's Platform's infringement of such third party's Intellectual Property Rights.

13. Limitations of Liability.#

Solely with respect to the Parties' obligations under this Addendum, and to the fullest extent permitted by Applicable Law, except as otherwise expressly provided in this Section 13, in no event shall: (a) 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 out of or relating to this Addendum; or (b) either Party's cumulative and aggregate liability under this Addendum exceed the total Revenue Share amounts accrued under Section 5 in the twelve months prior to the event giving rise to the liability, provided that in no event shall such cap be less than fifty thousand United States Dollars (USD $50,000.00). The foregoing liability cap shall not apply to liabilities arising under this Agreement due to: (i) either Party's gross negligence, willful misconduct, or fraudulent misrepresentation or indemnification obligations, or (ii) Partner’s obligation to pay Revenue Share amounts accrued under Section 5. Notwithstanding the foregoing, and solely to the extent permitted by Applicable Law, the aggregate liability of either Party for all claims arising under clause (i) above shall not exceed three hundred thousand United States Dollars (USD $300,000.00).

14. Miscellaneous.#

The MPPA and this Addendum is the complete and exclusive statement of the agreement between the Parties with respect to the Technology Integration(s) that Partner makes available on the Services. Any terms and conditions of any other instrument issued by Partner or any End-Customer in connection with the Technology Integration(s) which are in addition to, inconsistent with or different from the terms and conditions of the MPPA and this Addendum shall be of no force or effect. In the event any provision of this Addendum is deemed to conflict with a provision of the MPPA, the applicable provision of this Addendum shall control. Supabase may change this Addendum from time to time at its discretion. The date on which the Addendum was last modified will be updated at the top of this Addendum. Amendments to this Addendum will only take effect on Partner, on the renewal of this Addendum only when the Parties enter into a subsequent Program Authorization.