Master Subscription Agreement
Last Updated: November 2, 2026
You can find the previous versions of our Master Subscription Agreement here.
This Master Subscription Agreement (this “Agreement”) is entered into by and between the organization (“Customer”) identified on the order form, online purchase confirmation, or other ordering document entered into by the parties and referencing this Agreement (the “Order Form”) and Formagrid Inc, dba Airtable (“Airtable”) (Customer and Airtable each, a “party” and collectively, the “parties”) and sets forth the terms and conditions under which Customer subscribes to or uses Airtable’s products and services described in the Order Form. This Agreement is effective on the date the applicable Order Form is entered into by the parties (the “Effective Date”). The individual who signs, clicks through, or otherwise agrees to the Order Form or this Agreement binds Customer to the terms and conditions of the Order Form and this Agreement and represents and warrants that they have been duly authorized by Customer to do so.
If your subscription to the Services (defined below) is not governed by an Order Form referencing this Agreement, or is on a Free, Team, or Business plan purchased through Airtable’s website, please refer to Airtable’s Terms of Service. This Agreement does not apply to you.
1. AIRTABLE SERVICES
1.1. Provision of Products and Services
Subject to the terms and conditions of this Agreement, Airtable will provide Customer with access to and use of the online software-as-a-service products and services, and such other products and services, as set forth on an applicable Order Form (collectively, “Services”) for the applicable Service Term (defined below). Customer may access and use the Services on a non-exclusive and non-transferable basis, solely for its internal business purposes, and only in accordance with the terms and conditions of this Agreement, the applicable Order Form, and any end user documentation provided by Airtable for such Services, including the Airtable-provided information available from the Airtable Help Center at https://support.airtable.com (“Documentation”). Each Order Form is hereby incorporated into, and is fully governed by, this Agreement upon execution of the Order Form.
1.2. Airtable Components
Customer may choose to use downloadable software, agents, SDKs, APIs, or other code provided by Airtable in connection with the Services (“Airtable Components”). Airtable grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Airtable Components during the applicable Service Term (defined below) solely as reasonably necessary for Customer’s use of the Services in accordance with this Agreement. Airtable Components are Services within the meaning of this Agreement.
1.3. Professional Services
Airtable and Customer may enter into an Order Form or mutually agreed statement of work (“SOW”) under this Agreement for the provision of implementation, configuration, integration, advisory, or other professional services (“Professional Services”). The nature and scope of such Professional Services, and the fees for such Professional Services, shall be set forth in such Order Form or SOW. Professional Services are Services within the meaning of this Agreement.
1.4. Permitted Users
“Permitted Users” means employees, independent contractors, consultants, and other persons associated with Customer or its Affiliates (defined below) who access or use the Services through Customer’s account or pursuant to an Order Form signed by Customer. Customer permits its Permitted Users to access and use the Services in accordance with this Agreement and the applicable Order Form. Customer shall be responsible for the acts and omissions of each Permitted User. Customer shall require that all Permitted Users keep user ID and password information used to access the Services strictly confidential and not share such information with any unauthorized person. Customer shall be responsible for any and all actions taken using Customer’s, and Customer’s Permitted Users’, accounts and passwords.
1.5. Administrators
Customer will, through the Services, designate one or more individuals as administrative users for Customer's Airtable account (each, an "Administrator"). Each Administrator is authorized by Customer to manage Customer's Airtable account by, among other things: (a) adding or removing Permitted Users; (b) approving purchases and managing billing; (c) configuring account settings and permissions; (d) receiving notices relating to the Services, in accordance with Section 15.8 below; and (e) otherwise acting on behalf of Customer for purposes relating to the Services and this Agreement. Customer acknowledges that Administrators have broad authority over Customer's account and shall be responsible for all actions taken by Administrators in connection with the Services.
1.6. Use by Affiliates
“Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. As used herein, “control” means the power to direct the management or affairs of an entity and the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity. Except as otherwise provided in an Order Form, Customer’s Affiliates may access and use the Services in accordance with this Agreement: (a) by entering into an Order Form with Airtable directly that explicitly references and is subject to the terms of this Agreement, in which case the term “Customer,” as used in this Agreement, shall mean the Affiliate that entered into such Order Form; or (b) as Permitted Users on Customer’s account, in which case Customer shall remain fully responsible for all use, acts, and omissions by such Permitted Users.
1.7. Acceptable Use and Usage Restrictions
Customer will comply with, and will ensure its Permitted Users comply with, Airtable’s Acceptable Use Policy at https://www.airtable.com/company/aup (“AUP”), which is incorporated herein by reference. Airtable reserves the right to suspend access to the Services by any Permitted User whom Airtable reasonably suspects is in violation of the AUP. Airtable will work with Customer in good faith to investigate and resolve each such suspected violation and use commercially reasonable efforts to notify Customer ahead of such suspension, except in emergency situations.
1.8. Service Level Agreement
Airtable will provide the Services in accordance with the availability, service credit, and other terms set forth in Airtable’s Service Level Agreement at https://www.airtable.com/company/sla (“SLA”), which is incorporated herein by reference.
1.9. Product Trials
Airtable, in its sole discretion, may make available to Customer certain product features on a trial basis, and such trial may be designated by Airtable as an alpha, a beta, a pilot, a limited release, AI Labs, limited availability, a test period, a preview, an evaluation, or another similar term (“Product Trial”). Customer may elect to participate in a Product Trial in its sole discretion, subject to any additional terms and conditions made available by Airtable. Customer acknowledges that product features made available to Customer as part of a Product Trial (“Trial Features”) are not considered part of the Services and may contain bugs, errors, or omissions. Trial Features might never be made available for general use, and Airtable may discontinue Trial Features, or revoke Customer’s access to Trial Features, at any time and at Airtable’s sole discretion, which may have the effect of making Customer Data inaccessible to Customer. TRIAL FEATURES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY, LIABILITY, INDEMNITY, OR PERFORMANCE OBLIGATIONS, AND ARE NOT SUBJECT TO THE SLA OR ANY OTHER SERVICE OR SUPPORT COMMITMENTS.
1.10. Airtable AI
“Airtable AI” means the features and functionality of the Services made available to Customer that utilize generative artificial intelligence models. Customer and its Permitted Users’ use of Airtable AI will be subject to this Agreement and the Airtable AI Terms at https://www.airtable.com/company/ai-terms (“AI Terms”), which are incorporated herein by reference.
1.11. Purchasing through an Airtable Partner
Purchases of Services through a reseller, distributor, third-party marketplace, or other partner of Airtable (“Airtable Partner”) will be made through a separate agreement, ordering document, or online order between Customer and the Airtable Partner (“Partner Sales Agreement”), which shall address, as between Customer and such Airtable Partner, any terms and conditions relating to the quantity of products and services purchased, fees, payment (including any applicable refunds), taxes, and renewals. The Partner Sales Agreement is not binding on Airtable, and any disputes related to the Partner Sales Agreement shall be handled directly between Customer and the Airtable Partner. In the event of any conflict between this Agreement and any Partner Sales Agreement, this Agreement shall govern as between Airtable and Customer. Notwithstanding the foregoing, such Customer’s access to and use of the Services will be subject to this Agreement or another agreement between Airtable and such Customer. In connection with Services purchased through an Airtable Partner, except as otherwise agreed between Airtable and Customer, Customer agrees that: (a) Airtable may share information with the Airtable Partner related to Customer’s use and consumption of the Services; (b) all payments of fees are payable to the Airtable Partner, and the payment terms in the Partner Sales Agreement will take precedence over Section 5.1 (Payment Terms) of this Agreement; and (c) the Airtable Partner is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises, or commitments on behalf of Airtable.
2. CUSTOMER DATA
2.1. Definition
“Customer Data” means information, data, and other content that is inputted or uploaded by Customer (or Customer’s Permitted Users) to the Services, or inputted or uploaded to the Services by Airtable at Customer’s direction. Customer Data also includes “Input” and “Output” within the meaning of the AI Terms, if applicable. For clarity, Customer Data does not include Usage Data or Account Information (each defined below).
2.2. Limited License to Customer Data
As between the parties, Customer shall retain all right, title, and interest (including any and all intellectual property rights) in and to Customer Data. Customer hereby grants to Airtable a non-exclusive, worldwide, fully paid-up, royalty-free, limited-term license to use, copy, store, transmit, modify, and display the Customer Data: (a) to provide, maintain, improve, or optimize use of the Services; (b) to perform such other actions as authorized or instructed by Customer in writing (email to suffice); (c) to ensure the stability, safety, legality, or security of the Services; or (d) as required by applicable law. For clarity, Customer Data is not used to train generative artificial intelligence models.
3. THIRD-PARTY SERVICES
Customer may be able to access and use certain optional third-party services through or with its use of the Services (e.g., extensions from the Airtable Marketplace, or another third-party service that integrates with Airtable or uses Airtable’s APIs) (“Third-Party Services”), subject to the third-party provider’s applicable terms and conditions. The Services do not require any Third-Party Services for operation, and Customer is under no obligation to use any Third-Party Services. Airtable does not endorse, and is not and will not be responsible or liable for, any Third-Party Services, nor for any act or omission of any provider of Third-Party Services, nor for any act or omission of any Permitted User in connection with any Third-Party Services. Airtable does not warrant or provide direct support for Third-Party Services. CUSTOMER EXPRESSLY RELIEVES AIRTABLE FROM ANY AND ALL LIABILITY ARISING FROM CUSTOMER’S USE OF THIRD-PARTY SERVICES.
4. OWNERSHIP
4.1. General Ownership
No intellectual property rights are assigned or transferred to Customer under this Agreement. Customer is obtaining only a limited right to access and use the Services. Airtable or its suppliers own and retain all right, title, and interest (including all patent, copyright, trade secret, and other intellectual property rights) in and to: (a) the Services, the Documentation, and any and all related and underlying technology, documentation, and other information; (b) any intellectual property it develops hereunder; and (c) any derivatives of any of the foregoing technology or intellectual property (individually and collectively, “Airtable Technology”). For clarity, Customer retains all rights in Customer Data.
4.2. Feedback
In the event Customer provides Airtable with any suggestions, ideas, improvements, or other feedback with respect to any aspect of the Services (“Feedback”), Airtable shall own such Feedback (but not any Personal Data (defined below) or Customer Data contained within Feedback) and shall be free to use and exploit the Feedback in Airtable’s sole discretion, without payment, attribution, or restriction.
4.3. Account Information and Usage Data
Airtable shall have the right to collect and analyze data and other information regarding (a) Customer’s account, including information that Customer or Customer's Permitted Users provide to Airtable in connection with the creation, maintenance, or administration of Customer's account or the Services, such as names, usernames, passwords, phone numbers, email addresses, workspace metadata, customer support communications, questionnaire responses, and billing information (“Account Information”); and (b) Customer’s use of the Services, including access information, logs, usage patterns, and performance ("Usage Data").
Airtable shall be free (during and after expiration of this Agreement) to use Account Information and Usage Data for its business purposes, such as: analytics; quality assurance; product and service development, optimization, or improvement; and churn rate and service level analysis. Airtable may also review and analyze Account Information and Usage Data as needed to investigate incidents, ensure the security and integrity of the Services, or provide technical support or troubleshooting. For clarity, neither Account Information nor Usage Data includes Customer Data, and Airtable will not use Account Information or Usage Data for optimization or improvement or disclose any Account Information or Usage Data to a third party unless: (a) it is de-identified or aggregated; or (b) it does so in accordance with Section 10 of this Agreement to perform the Services.
5. FEES AND PAYMENT
5.1. Payment Terms
Customer will pay all fees in accordance with the terms specified in the applicable Order Form. Except as otherwise set forth in the applicable Order Form: (a) all fees shall be due and payable in advance at the start of the applicable Service Term and are non-refundable, except as expressly set forth in Sections 6.4, 7.1 and 8.1; and (b) quantities purchased cannot be decreased during the applicable Service Term. Unpaid fees are subject to a service charge of 1.5% per month of the amount due or the maximum amount permitted by law, whichever is lower.
5.2. Taxes
All fees and charges are exclusive of taxes. Customer is required to pay any taxes that are imposed by law. Such taxes may include sales, use, excise, or value-added taxes, goods and services taxes, consumption taxes, and other similar taxes or duties, whether domestic or foreign, other than taxes based on Airtable’s income. To the extent required by applicable law, Airtable will provide Customer with a valid tax invoice with respect to any taxable supply. Each party will be responsible for its own income taxes and employment taxes.
5.3. Suspension of Service
If Customer's account is fifteen (15) days or more overdue, in addition to any of its other rights or remedies, Airtable reserves the right to suspend Customer’s access to the applicable Services, without liability to Customer, until promptly after such amounts are paid in full, provided that, prior to any such suspension, Airtable shall provide notice to Customer that affords Customer a reasonable opportunity (at least seven (7) days) to pay such amounts in full.
6. TERM AND TERMINATION
6.1. Term
This Agreement is effective as of the Effective Date and will continue in effect until terminated as set forth below. Unless otherwise terminated as set forth below, each Order Form will have a term as set forth therein (the “Service Term”). If no term is stated on an Order Form, the Service Term for such Order Form is one (1) year.
6.2. Termination
Either party may terminate this Agreement with at least fifteen (15) days’ prior written notice if there are no Order Forms then in effect. In addition, either party may terminate this Agreement if the other party: (a) materially breaches the Agreement and such breach is incapable of cure, or with respect to a breach capable of cure (including a failure to pay fees), the breaching party does not cure such breach within thirty (30) days after receiving written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate, and email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and not dismissed within sixty (60) days thereafter. Termination of this Agreement will automatically terminate all Order Forms.
6.3. Effect of Termination
Upon the expiration or termination of this Agreement, each party will return to the other party (or destroy) such other party’s Confidential Information (defined below) upon request. Except as otherwise set forth herein, termination of this Agreement is not an exclusive remedy, and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
6.4. Refund or Payment upon Termination for Material Breach
If Customer terminates this Agreement in accordance with Section 6.2(a), then Airtable will refund to Customer any prepaid, unused fees covering the period from the effective date of such termination through the remainder of the Service Term for all outstanding Order Forms. If Airtable terminates this Agreement in accordance with Section 6.2(a), Customer will pay to Airtable any unpaid fees covering the period from the effective date of such termination through the remainder of the Service Term for all outstanding Order Forms. In no event will any termination relieve Customer of the obligation to pay any fees payable to Airtable for the period prior to the effective date of termination. For the avoidance of doubt, prepaid fees shall be deemed consumed on a per diem basis over the applicable Service Term.
6.5. Customer Data
At any time before termination or expiration of this Agreement, Customer may download Customer Data directly from the Services. At the termination or expiration of the Agreement, subject to applicable legal requirements:
(a) if Customer has purchased a data residency product pursuant to an applicable Order Form, or has a Health Information Exhibit, Business Associate Agreement, or other equivalent HIPAA/CMIA agreement with Airtable, Airtable shall remove Customer Data from Airtable’s production systems, applications, and databases within 90 days, whether or not Customer requests such removal; and
(b) for all other customers, upon Customer’s request, Airtable shall remove Customer Data from Airtable’s production systems, applications, and databases within 90 days. If Customer does not request such removal, Airtable may downgrade Customer’s account (including all workspaces and user accounts) to Airtable’s Free plan, and continued use of the Services will be subject to the online Airtable Terms of Service applicable to all Free plans.
Following its removal under (a) or (b), Customer Data may persist in Airtable’s backups and/or archival systems until it is permanently deleted in accordance with Airtable’s standard data deletion procedure. To the extent Airtable retains any Customer Data, Airtable shall implement and maintain reasonable and appropriate measures to ensure that all such retained Customer Data is protected in accordance with this Agreement, and Airtable shall not use such Customer Data except as strictly permitted under this Agreement and applicable law.
6.6. Survival
The following Sections shall survive any expiration or termination of this Agreement: 1.7, 2, 3, 4, 5.1, 5.2, 6, 7.3, 8, 9, 10, 12, and 15.
7. WARRANTIES AND DISCLAIMER
7.1. Airtable Warranty
Airtable warrants that it will provide the Services in substantial conformity with the applicable Documentation and the descriptions in the Order Form. Airtable’s entire liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in Airtable’s sole and reasonable discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if Airtable determines such remedy to be impracticable, to allow Customer to terminate the Order Form for any portion of the Services affected by such breach and receive as its sole remedy and Airtable’s entire liability, a refund of any unused fees prepaid by Customer for use of the Services that it has not received as of the date of the warranty claim. The warranty set forth in this Section shall not apply: (a) unless Customer makes a claim within thirty (30) days of the date on which Customer first becomes aware of the non-conforming condition; (b) if the error was caused by unauthorized modifications, any use of the Services in violation of this Agreement, or third-party hardware, software, or services; or (c) to Trial Features or other Services provided on a no-charge or evaluation basis.
7.2. Customer Warranties
Customer warrants that: (a) Customer’s use of the Services and all Customer Data is and will at all times be compliant with Customer’s privacy policies and all applicable local, state, federal, and international laws, regulations, and conventions, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data; (b) Customer has sufficient rights in the Customer Data to grant the rights granted to Airtable in Section 2.2; and (c) the Customer Data does not infringe upon, misappropriate, or otherwise violate the rights of any third party.
7.3. Warranty Disclaimer
EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 7.1 OF THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AIRTABLE AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF COMPLIANCE WITH LAWS, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.
8. INDEMNIFICATION
8.1. Indemnification by Airtable
Airtable shall defend Customer from and against any claims by a third party alleging that the Services, when used in accordance with the terms of this Agreement, infringe a patent, copyright, or trademark, and will indemnify and hold harmless Customer from and against any costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) resulting from such claim. If Customer’s use of any Services is, or in Airtable’s opinion is likely to be, enjoined or subject to a claim for infringement, or if required by settlement, Airtable may, in its sole and reasonable discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Services; or, if (a) and (b) are commercially impracticable in Airtable’s sole judgment, (c) terminate the applicable Order Form or this Agreement and refund to Customer any unused fees prepaid by Customer for the terminated period. Notwithstanding the foregoing, Airtable shall have no liability under this Section, and no obligation to indemnify Customer, for any claim to the extent it arises from: (i) any modification of the Services other than by Airtable or explicitly permitted by Airtable; (ii) access to or use of the Services in combination with any materials or services not provided by Airtable or specified in the Documentation; (iii) Customer’s breach of this Agreement, or use of the Services in breach of this Agreement or in violation of applicable law; (iv) Customer Data; or (v) Customer’s fraud, gross negligence, or willful misconduct. THIS SECTION 8.1 SETS FORTH AIRTABLE’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
8.2. Indemnification by Customer
Customer shall defend Airtable from and against any claims by a third party arising from or relating to (a) Customer Data or (b) Customer’s use of the Services in breach of Section 1.7 (Acceptable Use and Usage Restrictions), and will indemnify and hold harmless Airtable from and against any costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) resulting from such claim; provided, however, that Customer shall have no liability under this Section, and no obligation to indemnify Airtable, for any claim to the extent it arises from Airtable’s breach of this Agreement.
8.3. Indemnification Procedures
If a party entitled to indemnification becomes aware of any indemnifiable claim, the indemnified party will provide the indemnifying party with: (a) prompt written notice of such claim such that the indemnifying party has sufficient time to respond without material prejudice; (b) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim (as long as such settlement releases the indemnified party from any and all liability); and (c) all reasonable cooperation assisting the indemnifying party's investigation, defense, and settlement of such matter requested by the indemnifying party.
9. LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION): (A) NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, AND ANTICIPATED SAVINGS OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) EACH PARTY’S AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE USE OF OR THE INABILITY TO USE THE SERVICES SHALL IN NO EVENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO AIRTABLE OR TO AN AIRTABLE PARTNER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE, PROVIDED THAT THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
10. CONFIDENTIAL INFORMATION
10.1. Definition
“Confidential Information” means information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked as confidential or proprietary, or that reasonably should be understood to be confidential or proprietary due to the nature of its disclosure, including Confidential Information disclosed prior to the Effective Date. All Airtable Technology, performance information relating to the Services, and the terms and conditions of this Agreement and each Order Form (including the fees and pricing information) shall be deemed Confidential Information of Airtable without any marking or further designation. Notwithstanding anything in this Agreement, Confidential Information does not include information that the Recipient already lawfully knew, becomes public through no fault of the Recipient, was independently developed by the Recipient without any reference to or use of Confidential Information, or was rightfully obtained by the Recipient from a third party.
10.2. Obligations
The Recipient will protect the Discloser’s Confidential Information using the same standard of care it uses for its own Confidential Information, but no less than a commercially reasonable standard of care, and will use the Discloser’s Confidential Information only for its internal business purposes, to exercise its rights and fulfill its obligations under the Agreement (including, in Airtable’s case, to provide the Services to Customer), and to explore potential business transactions with the Discloser. The Recipient will not disclose Confidential Information except to its Affiliates, employees, agents, professional advisors, and contractors (“Representatives”) who need to know it and have agreed in writing to keep it confidential. The Recipient will ensure that its Representatives are subject to confidentiality obligations that are no less restrictive than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed to do so by the Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) cooperate with the Discloser’s reasonable efforts to obtain confidential treatment. With respect to each Order Form, the obligations set forth in this Section will survive for the duration of the Service Term set forth therein and three (3) years following the expiration or termination thereof. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the Discloser may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.
11. SECURITY
11.1. Airtable Security Measures
Airtable has implemented and will maintain appropriate physical, technical, and administrative safeguards to protect the security and integrity of the Services and Customer Data as described in Airtable’s Information Security Standards at https://airtable.com/information-security-standards (“Security Standards”), which are incorporated herein by reference. Airtable has established and maintains sufficient controls to meet certification and attestation for the objectives stated in ISO 27001, ISO 27701 and SOC II Type II (or equivalent standards) with respect to the Services. Upon Customer’s written request (email to suffice), Airtable will provide to Customer for review a copy of Airtable’s most recent annual SOC II Type II audit results, and a copy of its then-current ISO 27001 and ISO 27701 certificates, which shall be considered Airtable’s Confidential Information.
11.2. Two-Factor Authentication
The Services support log-in using two-factor authentication (“2FA”), which is known to materially reduce the risk of unauthorized use of or access to the Services. Accordingly, notwithstanding anything to the contrary, Airtable will not be responsible for any damages, losses, or liability to Customer, Permitted Users, or anyone else if any event leading to such damages, losses, or liability would have been prevented by the use of 2FA.
12. DATA PROCESSING
Airtable uses certain “personal data,” “personal information,” or “sensitive data” (as defined in the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and the California Consumer Privacy Act of 2018, as amended (“CCPA”)) (“Personal Data”) to operate, develop and improve the Services, as detailed in Airtable’s privacy policy at https://airtable.com/privacy. For Customer Data constituting Personal Data that Airtable processes to provide the Services, where Airtable acts as a “data processor” (for the purposes of GDPR) or a “service provider” (for purposes of CCPA), the parties agree to comply with the provisions of any Data Processing Addendum between them (“DPA”). Customer may access and execute a DPA by filling out the form accessible from https://airtable.com/dpaform. In the event of any conflict between Airtable’s privacy policy and a DPA, the DPA shall govern.
13. COMPLIANCE WITH LAWS
13.1. General Compliance
Airtable shall comply with any United States laws and regulations to the extent applicable to Airtable’s provision of the Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), as well as any laws and regulations applicable to this Agreement under, and subject to, the terms of any DPA. For clarity, Airtable shall not be responsible for Customer’s compliance with any laws and regulations specific to Customer or its industry.
13.2. Anti-Corruption and Bribery
Neither party has received or been offered, directly or indirectly, any illegal or improper bribe, kickback, payment, gift, or other thing of value from an employee or agent of the other party in connection with this Agreement, other than reasonable and customary gifts and entertainment provided in the ordinary course of business. Moreover, neither party will take any action that would cause either party to be in violation of any anti-bribery or anti-corruption laws, including without limitation the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and any other applicable anti-bribery or anti-corruption law or regulation.
13.3. Export and Sanctions Compliance
Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is: (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity; or (b) located within or a resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes.
13.4. EU Digital Services Act
Airtable shall comply with its EU Digital Services Act Disclosures, which are available at www.airtable.com/company/dsa and are incorporated herein by reference (the “DSA Disclosures”). The DSA Disclosures are directed to residents of the European Union (EU).
14. PUBLICITY
Except as otherwise agreed in writing (email to suffice), neither party may use the other party’s name, logo, trademarks, designs, service marks, or other brand assets (“Marks”) without such party’s written approval in each case, except that Airtable may identify Customer as an Airtable customer, and may include Customer's name and logo, on Airtable's website, in press releases or statements to the media, and in marketing and promotional materials, in each case in accordance with any branding guidelines provided by Customer. Customer may opt out of such use of its name and logo by emailing Airtable at support@airtable.com at any time. Any use by Customer of Airtable’s Marks is subject to Airtable’s Trademark Guidelines at https://airtable.com/trademark-guidelines.
15. GENERAL TERMS
15.1. Assignment
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder except upon the advance written consent of the other party, except that either party may assign this Agreement and its rights and obligations hereunder without consent in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.
15.2. Insurance
Airtable will maintain commercially reasonable insurance consistent with industry standards for Commercial General Liability and Cybersecurity/Tech E&O Liability, with per-occurrence and aggregate limits of no less than two million US dollars ($2,000,000). Airtable will also maintain Workers’ Compensation Insurance as required by applicable law. Airtable will provide Customer with certificates of insurance evidencing such coverage upon Customer’s written request. Airtable's General Liability insurance coverage shall be primary and non-contributory with respect to any insurance maintained by Customer.
15.3. Force Majeure
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of government (including legislation, regulation, or other act of government rendering some or all of Customer’s use of the Services unlawful, in Airtable’s reasonable discretion), epidemic, pandemic, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services (each, a “Force Majeure Event”). For clarity, this provision does not relieve Customer of its obligation to pay fees for services provided by Airtable that are unaffected by a Force Majeure Event.
15.4. Independent Contractors
The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
15.5. Severability
If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
15.6. Governing Law, Jurisdiction, and Venue
The law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled:(a) If Customer is domiciled in France, this Agreement shall be governed by the laws of France, without regard to choice or conflicts of law rules, and without regard to the United Nations Convention on the International Sale of Goods, and the parties submit to the exclusive jurisdiction of the courts of Paris, France.(b) If Customer is domiciled in Germany, this Agreement shall be governed by the laws of Germany, without regard to choice or conflicts of law rules, and without regard to the United Nations Convention on the International Sale of Goods, and the parties submit to the exclusive jurisdiction of the courts of Frankfurt, Germany.(c) If Customer is domiciled in the United Kingdom, Europe (other than France or Germany), the Middle East, or Africa, this Agreement shall be governed by the laws of England and Wales, without regard to choice or conflicts of law rules, and without regard to the United Nations Convention on the International Sale of Goods, and the parties submit to the exclusive jurisdiction of the courts of London, England.
(d) If Customer is domiciled in Australia, this Agreement shall be governed by the laws of New South Wales, Australia, without regard to choice or conflicts of law rules, and without regard to the United Nations Convention on the International Sale of Goods, and the parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia.(e) For all other Customers, this Agreement shall be governed by the laws of the State of California without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court in San Francisco County), any dispute arising under this Agreement shall be finally settled in binding arbitration. The Judicial Arbitration and Mediation Service, Inc. (“JAMS”) will administer the arbitration in accordance with its Comprehensive Arbitration Rules and Procedures (though to the extent JAMS’ Expedited Arbitration Procedures are available, they will apply), and the arbitration will be held in San Francisco, California. Subject to the foregoing provisions of this Section 15.6, the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in San Francisco, California, and both parties hereby submit to the personal jurisdiction of such courts.
15.7. Country Specific Terms
The country specific terms set forth in Exhibit A are incorporated into and form part of this Agreement. In the event of conflict between Exhibit A and any other provision of this Agreement, Exhibit A shall prevail.
15.8. Notice
Any notice or communication required or permitted under this Agreement shall be in writing (email to suffice) and shall be deemed to have been received by the addressee: (a) immediately upon receipt, if personally delivered; (b) the first business day after sending, if by email; (c) the first business day following dispatch, if sent by overnight courier service; or (d) upon receipt, if sent by registered or certified mail, postage prepaid and return receipt requested.
Notices to Airtable shall be sent to the Airtable address listed on the applicable Order Form, with a copy to legal@airtable.com.
Notices to Customer shall be sent to any Customer address listed on the applicable Order Form, or to any Administrator on Customer’s account.
15.9. Amendments and Waivers
Except as set forth in Section 15.12, no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing or via click-through execution by a duly authorized representative of each party to this Agreement or otherwise permitted by the terms of this Agreement, including terms incorporated by reference herein. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. Purchase orders (and similar documents) issued by Customer are for administrative purposes only (e.g. setting forth products and services ordered and associated fees) and any additional or different terms or conditions contained in any such document shall not apply (even if the order is accepted or performed on by Airtable).
15.10. No Third-Party Rights
There are no third-party beneficiaries to this Agreement.
15.11. Construction
This Agreement has been reviewed, considered, and/or negotiated by the parties and their respective legal counsel, if any, and any legal or equitable principles that might require or permit the construction of this Agreement or any provision hereof against the party drafting this Agreement shall not apply in any construction or interpretation of this Agreement. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing, and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any person or entity include the successors and permitted assigns of that person or entity. Except as otherwise provided herein, in the event of any conflict or inconsistency between this Agreement and an Order Form, the Order Form shall control.
15.12. Modifications
Airtable may change this Agreement from time to time by posting a modified version on its website, at https://airtable.com/msa. If, in Airtable’s sole discretion, the changes are material, Airtable will provide Customer with reasonable notice prior to the effective date of the changes, either by emailing the email address associated with Customer’s account or by notifying Customer (including any Administrator on Customer’s account) through the Services. A materially-changed Agreement will become effective on the date set forth in the notice, and all other changes will become effective upon posting thereof. By continuing to access or use the Services after the effective date of changes to this Agreement, Customer agrees to be bound by the modified version of the Agreement. If Airtable fails to provide Customer with notice of material changes to this Agreement in accordance with this Section, then Customer’s subscription to and use of the Services will continue to be governed by the terms and conditions of the Agreement as they were immediately prior to such changes, until Customer’s next renewal date, after which the modified Agreement will govern.
15.13. Entire Agreement
This Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous or inconsistent written and oral agreements and communications, relating to the subject matter of this Agreement. To the extent any issue or claim arising under this Agreement relates to multiple Order Forms, including Order Forms signed before the Effective Date, this Agreement shall take precedence over any other agreement relating to the subject matter of this Agreement and govern such issue or claim. Any pre-printed terms in a Customer purchase order or similar document are null and void. Subject to this Agreement, the parties expressly object to any different or additional terms set forth in any purchase order, acceptance, vendor portal, code of conduct, or other ordering documentation, and neither party’s later failure to object to any such different or additional terms nor its use or acceptance of any such other document or materials will be deemed acceptance thereof or a waiver of any of the terms hereof.
EXHIBIT A - COUNTRY SPECIFIC TERMS
1. General
The following country specific terms shall supplement or, where expressly stated, replace the equivalent provisions of this Agreement based on Customer's domicile. In the event of conflict between any provision of these Country Specific Terms and any other provision of the Agreement, the Country Specific Terms shall prevail.
2. Country Specific Terms: Australia
If Customer is domiciled in Australia, then the following provisions shall apply:
2.1. Australian Consumer Law
For the purposes of Section 7.1, the following also applies:
The warranty is given by: Formagrid Inc, dba Airtable; One Front Street, 28th Floor, San Francisco, CA 94111; legal@airtable.com. The warranty operates for the duration of Customer's Service Term. To claim the warranty, Customer must contact Airtable using the foregoing contact details, within the period set forth in Section 7.1. Customer bears the cost of contacting Airtable to claim the warranty. The benefits of the warranty are in addition to other rights and remedies of Customer under the Australian Consumer Law (as further set forth below).
The Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Services, Customer is entitled: (a) to cancel this Agreement and any Order Forms hereunder; and (b) to a refund for the unused fees prepaid by Customer, or to compensation for any reduced value of the Services.
Customer is also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure with the Services does not amount to a major failure, Customer is entitled to have problems with the Services rectified in a reasonable time and, if this is not done, to cancel this Agreement and any Order Form hereunder and obtain a refund for the unused portion of the fees prepaid by Customer for the Services.
Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on Customer by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted or modified by agreement.
2.2. Privacy Act
Airtable will protect Customer Data in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in Schedule 1 of the Privacy Act 1988 (Cth). Customer represents and warrants that Customer's access, collection, use, and storage of Customer Data, and that it will provide all notices, and obtain all consents, necessary to ensure that the receipt, processing and use of Customer Data by Airtable in performing its obligations in accordance with this Agreement, shall comply with all applicable data privacy laws, including the Privacy Act 1988 (Cth).
2.3. Limitation of Liability
To the fullest extent permitted by law, Airtable's liability for any breach of any consumer guarantee, right, or remedy conferred by the Australian Consumer Law which cannot be excluded but can be limited, at Airtable's option, to: (a) in the case of goods: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; or (b) in the case of Services: (i) supplying the Services again; or (ii) the payment of the cost of having the Services supplied again.
2.4. Terms for Australian Customers with Contracted Fees of AUD 100,000 or Less
If Customer is domiciled in Australia and the total fees payable by Customer to Airtable under this Agreement are AUD 100,000 or less (or Customer is otherwise a "consumer" under the Australian Consumer Law), then the warranty disclaimers, liability limitations, and indemnification provisions in this Agreement apply only to the extent permitted by applicable law, and are subject to Customer's rights under applicable guarantees that cannot be excluded under the Australian Consumer Law.
2.5. Amendment of Other Sections
(a) Section 7 (Warranties and Disclaimer) is amended to add the following after the existing warranty disclaimers: "Nothing in this section excludes warranties or conditions implied by the Australian Consumer Law that cannot be excluded, restricted or modified. This Section is to be read in conjunction with Section 2.1 of Exhibit A."
(b) Section 8 (Indemnification) is amended to add the following at the end of the Section: "This section is subject to any consumer guarantees under the Australian Consumer Law that cannot be excluded."
(c) Section 9 (Limitation of Liability) is amended to add the following at the end of the Section: "The exclusions and limitations in this section are subject to the Australian Consumer Law and to Section 2.3 of Exhibit A (Limitation of Liability)."
(d) Section 15.12 (Modifications) is deleted and replaced with the following: “Airtable may change this Agreement from time to time by posting a modified version on its website, at https://airtable.com/msa. If Customer is an existing customer, then Customer’s subscription to and use of the Services will continue to be governed by the terms and conditions of the Agreement as they were immediately prior to such modifications, until Customer’s next renewal date, after which the most recent published version of the modified Agreement will govern.”
3. Country Specific Terms: France
If Customer is domiciled in France, then the following provisions shall apply: (a) to the extent permitted under applicable law, the provisions of Articles 1222 and 1223 of the French Civil Code shall not apply to this Agreement; (b) the parties agree that this Agreement and any Documentation, policies, or other materials referenced herein may be drafted in English; and (c) in the event of any conflict between any statutory law in France applicable to Customer and the terms of this Agreement, the applicable statutory law shall prevail.
4. Country Specific Terms: Germany
If Customer is domiciled in Germany, then the following provisions shall apply:
4.1. Warranties
(a) Agreed Quality of the Services. Airtable warrants that it will provide the Services in substantial conformity with the applicable Documentation and the descriptions in the Order Form.
(b) Reporting of Defects. Customer shall report any deviation of the Services from the agreed quality described in subsection (a) above (a "Defect") to Airtable in writing without undue delay and shall submit a detailed description of the Defect or, if not possible, of the symptoms of the Defect. Customer shall provide to Airtable any information reasonably available to Customer that may assist in the rectification of the Defect.
(c) Remedies Resulting from Defects. Airtable shall rectify any Defect within a reasonable period of time. If such rectification fails, Customer may terminate the applicable Order Form, provided that Airtable had sufficient time for curing the Defect. Section 6.4 (“Refund or Payment upon Termination for Material Breach”), sentences 1 and 3 shall apply accordingly. If Airtable is responsible for the Defect or if Airtable is in default with the rectification, Customer may assert claims for damages within the scope specified in Section 4.2 below.
(d) Defects in Title. Defects in title of the Services shall be handled in accordance with Section 8 (Indemnification).
(e) Exclusions. Customer shall have no claims under this Section 4.1 if a Defect was caused by the Services not being used by Customer in accordance with the provisions of this Agreement, the Documentation, and the applicable Order Forms.
4.2. Limitation of Liability
Section 9 (Limitation of Liability) of this Agreement shall not apply to Customers domiciled in Germany and is replaced in its entirety by this Section 4.2:
(a) the parties shall be mutually liable without limitation: (i) in the event of willful misconduct or gross negligence; (ii) within the scope of a guarantee assumed by the respective party; (iii) in the event that a defect is fraudulently concealed; (iv) in case of injury to life, body, or health; and (v) pursuant to the German Product Liability Act;
(b) if cardinal duties are breached due to slight negligence such that the achievement of the objective of this Agreement is endangered, or in the case of a slightly negligent failure to comply with duties essential to the proper performance of this Agreement, the parties' liability shall be limited to foreseeable damage typical for the contract; however, in all other respects, liability for damage caused by slight negligence shall be excluded;
(c) except where unlimited liability applies under subsection (a) above, in no event shall the aggregate liability of either party together with all of its Affiliates arising out of or related to this Agreement exceed the total amount paid by Customer and its Affiliates for the Services giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arose; the foregoing limitation shall not limit Customer's and its Affiliates' payment obligations under Section 5 (Fees and Payment);
(d) the limitations of liability in this Section 4.2 shall apply to claims against either party's employees, agents, or representatives and for all claims for damages irrespective of the legal basis, including claims in tort.
5. Country Specific Terms: United Kingdom
If Customer is domiciled, is incorporated, or has its principal place of business in the United Kingdom, then the following provisions shall apply:
(a) nothing in this Agreement excludes or limits either party's liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under applicable law;
(b) except as expressly set out in (a), any exclusion or limitation of liability, remedy, right, or implied term under this Agreement shall apply only to the fullest extent permitted by applicable law;
(c) each party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement, in each case to the fullest extent permitted by applicable law; provided that nothing in this subsection shall limit or exclude liability for fraud or fraudulent misrepresentation;
(d) this Agreement, including the applicable Order Forms, Documentation, and any policies incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings; and
(e) to the extent that any provision of this Agreement is inconsistent with any mandatory provision of applicable law in the United Kingdom that cannot be lawfully excluded or limited by contract, such mandatory provision shall prevail to the extent of the inconsistency.