·Referral Partner Addendum

·Last Updated: February 13, 2026

·You can find the previous versions of our Referral Partner Addendum here.

·This Referral Partner Addendum (this "Addendum") is a Partner Addendum that is incorporated by reference and forms part of the Airtable Partner Program Agreement ("Partner Program Agreement" and collectively with the Addendum, the "Agreement") between Formagrid Inc dba Airtable ("Airtable") and the entity agreeing to these terms (the "Partner" and collectively with Airtable, the "parties" and each, a "party"), effective as of the date Partner agrees to this Addendum by clicking "agree" or "accept" (the "Addendum Effective Date"). The individual accepting this Addendum on behalf of Partner represents and warrants that they have the authority to bind Partner to this Addendum. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Partner Program Agreement.

11. Appointment.

1.11.1. Airtable hereby appoints Partner, and Partner hereby accepts appointment, as Airtable's non-exclusive referral representative under the terms and conditions set forth herein. In such capacity, Partner will have the right to promote and discuss with potential (each, a "Lead") Customers that are interested in a subscription to ("Lead/s") those Airtable Service components, and volumes, as authorized in advance or otherwise designated by Airtable in writing (as applicable, the "Designated Airtable Services"), which Designated Airtable Services shall solely include subscriptions to Airtable's cloud-based software-as-a-service (SaaS) products and services, and shall not include any professional, support or other non-SaaS products and services offered by Airtable. Airtable will have the right to update such authorization and such authorized Airtable Service components upon written notice to Partner.

1.21.2. The prices, terms, and conditions under which Airtable offers or sells any Airtable Service shall be determined by Airtable in its sole discretion. Airtable shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of any Airtable Service. Nothing in this Addendum shall obligate Airtable to actually offer or sell any Airtable Service or consummate any transaction with any Lead. Airtable may terminate any negotiations or discussions at any time and has the right not to proceed with the sale of any Airtable Service without any liability or obligation to pay compensation to Partner under this Addendum or otherwise.

1.31.3. Partner shall not make any representations, warranties or covenants about Airtable or the Airtable Service unless permitted by the Program Guide or otherwise approved in writing by Airtable.

22. Authority.

·Partner's authority as a referral partner shall be limited to: (a) providing Leads to Airtable for the purpose of enabling Airtable to solicit orders for the Airtable Service; (b) providing complete and accurate descriptions and information about the Airtable Service to Leads in accordance with the provisions of this Addendum; (c) demonstrating the Airtable Service, if applicable, in accordance with the Program Guide and Agreement; and (d) performing the tasks set forth in the Program Guide or such other tasks as the parties shall mutually agree upon in writing. Partner shall not have the authority to make any commitments or agreements, or incur any liabilities whatsoever, on behalf of Airtable, nor shall Airtable be liable for any acts, omissions to act, contracts, commitments, promises, or representations made by Partner.

33. Registration And Acceptance Process.

·Partner must register all Leads and complete all associated registration information as required in the Airtable "Partner Portal" (such Lead, a "Registered Lead"). Upon receipt of the registration information, Airtable will review the data to determine if the Registered Lead qualifies for a Referral Fee (as defined below) under the criteria described in the Program Guide. Notwithstanding anything to the contrary, Airtable, at its sole discretion, has the right to accept or reject any Lead. Airtable will use its commercially reasonable efforts to review and approve in writing or deny any Registered Lead within five (5) business days of its receipt of the Lead's registration information; provided, however, if Airtable fails to approve or deny within 90 days after receipt of the Lead's registration information, such Registered Lead will be deemed rejected. For the avoidance of doubt, failure to approve a Registered Lead means that Partner shall not facilitate an introduction or otherwise proceed under the assumption that any Referral Fee will be owed to Partner relating to the Registered Lead. Partner also acknowledges and agrees that if a Registered Lead is referred to Airtable by more than one referral partner or reseller, Airtable will review each such referral and accept in its sole discretion the one that it deems more appropriate according to the rules set forth in the Program Guide. Without limiting the rules set forth in the Program Guide, Partner understands, acknowledges and agrees that a Lead that Airtable is pursuing or has pursued in the past (other than through Partner) shall not be deemed an Accepted Lead (as defined below). The start date of the Registered Lead's Order Form (defined below) must not precede the registration date, unless pre-approved in writing by Airtable. Furthermore, Partner understands and agrees that Airtable: (a) responds to Lead registrations in the order in which they are received; and (b) will never pay more than one (1) Referral Fee for a single transaction related to the Designated Airtable Service. Upon approval of a Registered Lead by Airtable in writing, the Registered Lead will automatically expire three (3) months from the acceptance date, such that the Registered Lead shall not be deemed an Accepted Lead and any transaction entered into by and between the Registered Lead and Airtable after such three (3) month period shall not entitle the Partner to a Referral Fee. However, the Partner may request a three (3) months lead extension as needed, subject to Airtable's approval or denial in writing.

44. Referral Fee.

• 1Definitions.
• 1.1"Accepted Lead" means each Registered Lead that Airtable accepts pursuant to Section 3 above; provided, that such Lead purchases a subscription to the Designated Airtable Services from Airtable pursuant to an Order Form.
• 1.2"ACV" or "Annual Contract Value" means the aggregate amount of fees payable for the applicable Airtable Service for the applicable Measuring Period less the ACV Exclusions, if any and if applicable.
• 1.3"ACV Exclusions" means, with respect to Customer subscriptions to Designated Airtable Services, such amounts refunded to the applicable Customer, write-offs, write-downs, taxes, chargebacks, costs of collection, and one-time fees (such as, without limitation, set up fees).
• 1.4"Existing Customer" means a person or entity that has purchased or subscribed to any Airtable Service in the Measuring Period immediately prior to the Measuring Period of the first Order Form entered into between such Customer and Airtable as a result of an Accepted Lead under this Addendum.
• 1.5"Measuring Period" means each year of the term of an Order Form; provided, however, if the term of an Order Form is less than one year, then the Measuring Period shall be the full term of such Order Form.
• 1.6"Net New ACV" or "NNACV" means the amount of increase, if any, between the applicable Prior Term ACV and the ACV for the Measuring Period immediately thereafter.
• 1.7"New Airtable Services" means an Existing Customer's subscription to Designated Airtable Services to which the Existing Customer had not previously subscribed.
• 1.8"Order Form" means an ordering document for Airtable Services entered into between Airtable and the applicable Customer.
• 1.9"Referral Fee" means the fees payable by Airtable to Partner in consideration for Partner's performance under this Addendum, as calculated pursuant to the requirements of this Section 4.
• 2Referral Fee Calculation. Airtable shall pay the Partner the applicable Referral Fees, as calculated by Airtable pursuant to the provisions of this Section 4.b:
• 2.1New Customers. For Accepted Leads other than from Existing Customers, Airtable shall pay a Referral Fee equal to 10% of ACV for the first Measuring Period of the first Order Form entered into between such new Customer and Airtable.
• 2.2Existing Customer - Net New ACV Exceeds Prior Term ACV and New Partner Referred ACV. If (a) an Existing Customer subscribes to New Airtable Services and (b) such Existing Customer's Net New ACV in the first Measuring Period of the Order Form (that covers such New Airtable Services) exceeds both (i) the ACV for such Customer for the immediately prior Measuring Period, as ratably adjusted to correspond to the same duration of the Measuring Period of the new Order Form ("Prior Term ACV") and (ii) the ACV attributable to the New Airtable Services in the first Measuring Period of the subject Order Form (the "New Partner Referred ACV"), then Airtable shall pay a Referral Fee equal to 10% of the New Partner Referred ACV for the first Measuring Period of the new Order Form.
• 2.3Existing Customer - Net New ACV Only Exceeds Prior Term ACV. If (a) an Existing Customer subscribes to New Airtable Services; and (b) such Existing Customer's Net New ACV in the first Measuring Period of the Order Form (that covers such New Airtable Services): (i) exceeds the Customer's Prior Term ACV, but is (ii) less than or equal to the amount of the New Partner Referred ACV, then Airtable shall pay a Referral Fee equal to 10% of the Net New ACV for the first Measuring Period of the subject Order Form.
• 2.4Existing Customer - Net New ACV Does Not Exceed Prior Term ACV. If (a) an Existing Customer subscribes to New Airtable Services; and (b) the Customer's ACV in the first Measuring Period of the Order Form (that covers such New Airtable Services) is equal to or less than the Customer's Prior Term ACV (such that the NNACV is $0 or negative) no Referral Fees shall be payable (regardless of the amount of any New Partner Referred ACV).

Exhibit AExhibit A attached hereto sets forth example calculations for each of Sections 4.b.i through 4.b.iv above; provided, that these calculations are provided solely for illustrative purposes and are not to be construed as Referral Fees actually payable under this Addendum. Except as provided herein, Partner shall not be entitled to any fees or payments by Airtable with respect to such Accepted Lead, notwithstanding anything to the contrary, including without limitation (a) any terms of the Order Form, (b) any renewal of the Order Form, or (c) whether Airtable enters into subsequent agreements with such Accepted Lead. Referral Fees shall not be payable if a Customer is paying fees or other amounts (for the same Designated Airtable Service) directly to the Partner.

55. Payment Terms.

·As full and complete consideration for Partner's performance of its obligations under this Addendum, Airtable shall pay Partner Referral Fees within forty-five (45) days following the last day of the applicable Airtable fiscal quarter in which such Referral Fees were earned, subject to Airtable's actual receipt in full of the corresponding Designated Airtable Service subscription fees from each Accepted Lead for the applicable Measuring Period. For the avoidance of doubt, Referral Fees shall not be payable based on partial payments or installment payments unless and until the full amount of subscription fees for the applicable Measuring Period has been received by Airtable.

66. Refunds.

·Notwithstanding anything to the contrary, except as otherwise expressly agreed by Airtable, no Referral Fees shall be paid, and Partner shall immediately refund to Airtable any Referral Fees already paid if it is discovered that Partner has provided to Airtable any fraudulent or misleading information about the Lead or failed to register the Lead in accordance with the Program Guide.

77. Term and Termination.

·This Addendum shall become effective as of the Addendum Effective Date and shall continue until terminated as specified in the Agreement. Upon any termination of this Addendum, all the terms and conditions stated in Section 7.3 of the Agreement apply. Notwithstanding the foregoing, but subject to the requirements of Sections 4 and 5 above, Airtable will pay Referral Fees to Partner for any Accepted Leads by Partner prior to the termination date, in the event the Customer associated with such Accepted Lead subscribes to the Designated Airtable Service pursuant to an Order Form within three (3) months of the approval date of the Registered Lead.

88. Indemnification.

·Partner shall defend, indemnify, and hold harmless Airtable, and its directors, officers, and shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees and the costs of enforcing any right to indemnification under this Addendum, incurred by Airtable, arising out or resulting from any claim of a third party (including a Customer) relating to Partner's obligations under this Addendum.

99. Modifications.

·Airtable may modify this Addendum in accordance with Section 11.9 of the Partner Program Agreement.

Exhibit AExhibit A

·Example Referral Fee Calculations

·This Exhibit sets forth example calculations for the Referral Fees that may be payable under Sections 4.b.i through 4.b.iv above; provided, that these calculations are provided solely for illustrative purposes and are not to be construed as Referral Fees actually payable under this Addendum. The dollar amounts used herein have been selected for ease of calculation and do not represent actual Referral Fees payable hereunder. NOTHING IN THIS EXHIBIT A ENTITLES PARTNER TO ANY AMOUNT OF REFERRAL FEES, OR ANY REFERRAL FEES ALTOGETHER.

·Assumptions:

• ·New Order Form Term: 1 year.
• ·New Order Form ACV in First Year: $100,000.
• ·For Section 4.b.ii, Prior Term ACV was $40,000 and New Partner Referred ACV is $25,000. The Partner Referred ACV of $25,000 makes up a portion of the total Net New ACV of $60,000.
• ·For Section 4.b.iii, Prior Term ACV was $40,000 and New Partner Referred ACV is $75,000. Even though the Partner referred $75,000 of "new" business, the Customer's total NNACV only went up by $60,000.
• ·For Section 4.b.iv, Prior Term ACV was $100,000 and New Partner Referred ACV is $10,000. Even though the Partner referred $10,000 of "new" business, the Customer's total NNACV stayed the same.

·Partner Program Agreement

·Last Updated: February 13, 2026

·You can find the previous versions of our Partner Program Agreement here.

·This Airtable Partner Program Agreement ("Agreement") governs participation in Airtable's Partner Program. The Agreement is entered into by and between Formagrid Inc dba Airtable ("Airtable") and the entity agreeing to these terms ("Partner, with Partner and Airtable each, a "party" and collectively, the "parties"), effective as of the date Partner agrees to this Agreement by clicking "agree" or "accept" (the "Effective Date"). The individual accepting this Agreement on behalf of Partner represents and warrants that they have the authority to bind Partner to this Agreement.

11. Definitions.

1.11.1. "Airtable Service" means Airtable's subscription-based online software-as-a-service products and services.

1.21.2. "Customer" means an individual or organization that is an end user of the Airtable Service who will not re-distribute or re-sell the Airtable Service.

1.31.3. "Marketing Materials" means technical, advertising, and marketing information and literature concerning the Airtable Service, as made available by Airtable.

1.41.4. "Participation Qualifications" means the Program Track requirements set forth in the Program Guide (defined below).

1.51.5. "Partner Program" means, collectively, the rights and obligations of Partner and Airtable that are associated with the Program Tracks described in the Program Guide.

1.61.6."Program Fees" means any membership fees applicable to Partner's participation in the Partner Program and, as applicable, each Program Track.

1.71.7. "Partner Tier" means a level to which Partner may be assigned in certain Program Tracks, which may carry specific rights and obligations for Partner. Partner Tiers are described more fully in the Program Guide, and are subject to change from time to time.

1.81.8. "Program Track" means each of the different categories or sub-categories of membership programs and applicable eligibility requirements within the Airtable Partner Program, each of which has a particular scope and set of benefits as set forth in the Program Guide. Each Program Track may have multiple Partner Tiers.

22. Partner Program, Activities and Obligations.

2.12.1. Enrollment. To participate in the Partner Program, Partner must be enrolled in a Program Track. To enroll in a Program Track, Partner must fulfill the Participation Qualifications set forth in the Program Guide and be accepted for the applicable Program Track by Airtable.

2.22.2. Partner Program and Partner Addenda. This Agreement sets forth the terms and conditions under which a partner may participate in the Partner Program. Partner and Airtable may enter into additional addenda to this Agreement from time to time as part of the Partner Program (each a "Partner Addendum" and collectively the "Partner Addenda"). Such Partner Addenda describe and set forth requirements for a specific Program Track in which Partner enrolls. All Partner Addenda will apply to and are expressly a part of this Agreement. Partner will perform its obligations as described in each applicable Partner Addendum on a non-exclusive basis. Each party will pay its own costs and expenses for all activities conducted pursuant to this Agreement.

2.32.3. Program Guide; Partner Portal. Specific details of the Partner Program, including Partner Tracks, are set forth in the Airtable Partner Program Guide ("Program Guide") which: (a) is accessible here; (b) is hereby expressly incorporated by reference into this Agreement; and (c) may be updated from time to time upon written notice to Partner, which may be by email or through a general notice posted on Airtable's Partner Portal. Partner is responsible for reviewing any updated Program Guide upon receipt of any such notice, and in any case agrees to any updates to the Program Guide, whether or not Partner reviews such updates.

2.42.4. Opt-in to Marketing. By signing this Agreement and participating in the Partner Program, Partner agrees to receive marketing communications relating to Airtable's Partner Program. Partner represents and warrants that Partner has provided appropriate notices and has obtained appropriate consents, if required, from any persons or Partner's users who are signed up to the Partner Program on Partner's behalf. Partner may elect to opt out from receiving such communications by contacting Airtable.

2.52.5. Compliance. Each party will perform its activities under this Agreement in compliance with all applicable laws, including all applicable export control and economic sanctions laws and regulations, and anti-corruption laws, including without limitation the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Each party represents that it is not named on any U.S. government denied-party list. Moreover, Partner shall not permit its representatives, employees, agents, contractors, or partners to access or use any Airtable Services or Confidential Information (defined below) in any U.S. embargoed country (currently Cuba, Iran, North Korea, Syria, and Crimea) or in violation of any U.S. or foreign export law or regulation. Upon request, Partner may be required to execute an Airtable anti-corruption compliance statement. Airtable retains the right to suspend or terminate this Agreement immediately upon written notice if Airtable believes, in good faith, that Partner has breached any elements of Airtable's anti-bribery policy, or if the Partner makes a false or fraudulent statement or representation.

2.62.6. Conduct. Each party will at all times (a) conduct its activities in the Partner Program in a professional and competent manner, and (b) comply with all applicable laws and regulations in the exercise of its rights and performance of its obligations under this Agreement. Moreover, Partner is aware of and commits to comply with the principles and provisions contained in Airtable's Partner Code of Conduct which is available in the Partner Portal. Partner also acknowledges and agrees that the violation of the principles and the provisions contained in Airtable's Partner Code of Conduct by Partner may entitle Airtable, based on the severity of the violation, to terminate this Agreement immediately for cause in Airtable's sole discretion.

2.72.7. Program Fees. Airtable reserves the right to charge Program Fees for membership and participation in a certain Program Track as set forth in the Partner Addenda. Payment obligations are non-cancelable, and fees paid are non-refundable.

2.82.8. Airtable's Reserved Rights. Airtable reserves the right to, at its sole option: (a) increase or decrease the number of partners in the Partner Program; (b) market, distribute, and sell the Airtable Service to any and all types of persons or entities worldwide using its own personnel or independent sales representatives, through any direct or indirect channels; (c) add to, modify, or remove features or functionality from the Airtable Service; and (d) modify the terms of any Program Track at any time which may be done by posting on the Partner Portal and/or via email.

33. Licenses and License Restrictions.

3.13.1 License Grant. Subject to the terms of this Agreement and payment of any applicable license fee, Airtable grants to Partner during the term of this Agreement a nonexclusive, nontransferable, limited license, exercisable solely by Partner's employees to use and access the Airtable Service solely:

• 1for the purpose of internal employee training on the Airtable Service to enable such employees to fulfill Partner's obligations under this Agreement;
• 2for the purpose of demonstrating, marketing, and promoting the Airtable Service to Customers pursuant to this Agreement; and
• 3to the extent necessary for Partner's authorized activities within the Integration Partner Program Track (as described in the Program Guide), for the purpose of using the Airtable Service and Airtable's APIs and related tools and documentation in order to develop, test, and support Partner's applications or extensions that integrate with the Airtable Service, subject to Partner's compliance with the terms and conditions available at http://airtable.com/tos (as may be updated by Airtable from time to time) (the "Airtable TOS").

3.23.2. Use Restrictions. Partner is responsible for all activities that occur in or through Partner's and its user's accounts, and for its and its personnel's compliance with this Agreement. Except as expressly permitted in this Agreement, Partner shall not, and shall not authorize or assist any third party to: (a) cause or permit the modification, reverse engineering, disassembly, or decompilation of any portion of the Airtable Service; (b) remove or alter any copyright, trademark, or other proprietary notices (including without limitation any license files) from the Airtable Service; (c) disclose results of any benchmark or other performance tests related to the Airtable Service to any third party; (d) access or use the Airtable Service or permit it to be accessed or used for purposes of (i) product evaluation, benchmarking, or other comparative analysis or (ii) building a competitive product or service or copying its features or interface; (e) except as expressly permitted by the applicable Partner Addendum, distribute, sell, sublicense, rent, lease or provide access to the Airtable Service, or use or provide the Airtable Service (or any portion thereof) for time sharing, hosting or similar purposes; or (f) use the Airtable Service in any manner or for any purpose that (i) violates or promotes the violation of Section 1.2 of the Airtable TOS or any applicable law, regulation, legal requirement, contractual obligation or right of any person including, but not limited to, intellectual property rights, rights of privacy, or rights of personality, (ii) is fraudulent, false, deceptive or defamatory, (iii) promotes hatred, violence or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in Airtable's sole discretion) to Airtable or its partners, providers, users, or any other third party.

3.33.3. Internal Business Use. Partner shall not purchase, or use the Airtable Service under this Agreement, for Partner's internal business purposes ("Internal Business Use"). If Partner wishes to use the Airtable Service for Internal Business Use, the parties shall enter into an order form subject to either: (i) Airtable's online Terms of Service, or (ii) (if applicable) a definitive master subscription agreement executed between the parties which specifically contemplates Partner's Internal Use.

44. Intellectual Property Ownership.

4.14.1. Ownership. Each party acknowledges and agrees that it has no right, title, or interest in the other party's intellectual property rights nor any other proprietary rights in the other party's technology, products, or services ("Property"), except the limited license and use rights provided herein, and that nothing in this Agreement shall be construed as an assignment or grant of any right, title, or interest in the other party's Property.

4.24.2. Feedback. Partner may, from time to time, provide suggestions, comments, corrections, ideas, enhancement or feature requests, or other information to Airtable with respect to the Airtable Service or the Partner Program ("Feedback"). Partner agrees that such Feedback is given voluntarily, and that Airtable shall have the full discretion to determine whether to proceed with the development of the requested enhancements, new features or functionality, etc., and Partner hereby grants Airtable the full, unencumbered right to incorporate and otherwise fully exploit any such Feedback in connection with Airtable's products and services, without any restriction or obligation of any kind.

55. Marketing and Publicity.

5.15.1. Marketing Obligations. Airtable and Partner shall adhere to the marketing rights and obligations detailed in the Program Guide in accordance with the terms of this Agreement.

5.25.2. Promotion. The parties will use commercially reasonable efforts to coordinate with each other regarding marketing and promoting the Airtable Service in accordance with this Agreement.

5.35.3. Airtable Marketing Materials. Partner may access an electronic copy of the Marketing Materials through the Partner Portal. Partner agrees: (a) to conduct its marketing and promotion activities in a manner that reflects favorably at all times on Airtable's business and products and is in accordance with the Program Guide; (b) to avoid deceptive, misleading, or unethical practices that are or might be detrimental to Airtable, Customers, or the public; (c) not to make any express or implied representations, warranties, or guarantees regarding the Airtable Service to Customers or any third party; (d) not to publish or use (or cooperate in the publication or use of) any written or printed materials about the Airtable Service not provided in the Marketing Materials, without Airtable's prior written consent; and (e) not to modify any of the Marketing Materials without Airtable's prior written consent.

5.45.4. Use of Airtable's Trademarks. During the term of this Agreement and subject to the terms and conditions of this Agreement, Airtable grants to Partner a limited, non-sublicensable, non-transferable (except as otherwise set forth herein), royalty-free, non-exclusive right and license to use and copy Airtable's trademarks solely to promote, market, and identify the Airtable Service as indicated through the Partner Portal and solely for the limited purpose of promoting the Airtable Services consistent with this Agreement. Additionally, all use of Airtable's trademarks is at Airtable's sole discretion and subject to Airtable's then-current branding guidelines located in the Partner Portal.

5.55.5. Use of Partner's Trademarks. During the term of this Agreement and subject to the terms and conditions of this Agreement, Partner grants to Airtable a limited, non-sublicensable, non-transferable (except as otherwise set forth herein), royalty-free, non-exclusive, worldwide right and license to use, copy, publish, distribute, and display Partner's trademarks on that portion of Airtable's website or in Airtable's other marketing materials that reference its partners or promote the Partner Program.

5.65.6. Publicity. Neither party will display or release to the public or press any announcements, press releases, marketing materials (except those Marketing Materials that Airtable intends for public release), or other materials it creates which refer to the other party, without the other party's prior written approval, which approval shall not be unreasonably withheld or delayed; provided, however, that each party may reference the other party as a participant in the Partner Program.

66. Confidentiality

6.16.1. Definition of Confidential Information. As used herein, "Confidential Information" means all non-public information of a party ("Disclosing Party") disclosed or made available to the other party ("Receiving Party") whether orally or in writing, this is that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Airtable's Confidential Information includes, but is not limited to, the technology and data underlying the Airtable Service, the terms and conditions of this Agreement, any Customer contact information, any information related to any Customer provided to Partner by or on behalf of Airtable, a Customer or accessed by Partner through the Airtable Service, or any other non-public information to which Partner has access through the Partner Portal. Confidential Information of each Party includes the discussions regarding the partner relationship contemplated by this Agreement. Notwithstanding the foregoing, except with respect to Customer information (including any Customer contact information), Confidential Information does not include information that the Receiving Party already lawfully knew, that becomes public through no fault (or breach of contract) of the Receiving Party, that was independently developed by the Receiving Party without any reference to or use of Confidential Information, or that was rightfully obtained by the Receiving Party from a third party without breach of a nondisclosure obligation. Subject to the provisions of this Agreement, each party shall keep confidential the existence and terms of this Agreement, including any Partner Addendum. For clarity, information or data uploaded by Partner to the Airtable Service is protected by data security commitments made directly to the Customer and will not be deemed Confidential Information of Partner for purposes of this Section 6.

6.26.2. Obligations. Receiving Party agrees not to disclose Confidential Information except to its affiliates, service providers, professional advisors, employees, contractors and agents who need to know it and have agreed in writing to keep it confidential subject to terms no less restrictive than those applicable to Receiving Party under this Section 6. Only those parties may use the Confidential Information, and only to exercise the Receiving Party's rights and fulfill its obligations under this Agreement, while using at least a reasonable degree of care to protect it. The Receiving Party may also disclose Confidential Information to the extent required by law after providing reasonable notice to the Disclosing Party and cooperating to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the Disclosing Party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.

6.36.3. Return of Information. Upon Disclosing Party's written request, Receiving Party shall promptly return (or at the Disclosing Party's option, destroy) all originals, copies, reproductions, and summaries of Disclosing Party's Confidential Information and certify in writing the return or destruction of the same; provided that copies may be retained subject to the confidentiality and non-use provisions set forth herein and solely for archival purposes pursuant to a party's retention policies.

77. Term and Termination.

7.17.1. Agreement Term. This Agreement will commence on the Effective Date and shall remain in full force and effect until terminated hereunder (the "Term").

7.27.2. Termination. Either party may terminate this Agreement or the applicable Partner Addendum immediately by written notice: (a) if the other party ceases to do business, or otherwise terminates its business operations; (b) if the other party becomes insolvent or seeks protection under any bankruptcy receivership trust deed, creditor's arrangement composition or comparable proceeding, or if any such proceeding is instituted against the other and not dismissed within thirty (30) days; or (c) if either party materially breaches any material provision of this Agreement or such Partner Addendum (including, without limitation, any provision requiring payment of fees or other charges when due) and fails to fully cure such breach within thirty (30) days of receipt of written notice describing the breach. Airtable may also terminate this Agreement or a Partner Addendum for convenience upon thirty (30) days' prior written notice to Partner. Partner may terminate this Agreement or a Partner Addendum for convenience upon ninety (90) days' prior written notice to Airtable.

7.37.3. Effect of Termination. Upon termination of this Agreement for any reason, and except as expressly set forth in a Partner Addendum, all rights, licenses, and obligations of the parties will immediately terminate, and each party will immediately: (a) cease use of, and remove from its websites and other marketing materials, any of the other party's trademarks and any other identifying information or materials; (b) cease identifying Partner as part of the Partner Program; (c) pursuant to this Agreement, return or destroy (and certify as to such destruction) any promotional materials that incorporate any of the other party's trademarks, Confidential Information, and/or any other Property in its possession or control relating to this Agreement; and (d) cease all activities which either party may be undertaking pursuant to this Agreement, including any Partner Addenda. For the avoidance of doubt, as of the effective date of termination, Partner 's right to market the Airtable Service shall cease. However, termination shall not relieve either party of the obligation to pay any fees accrued or payable by such party prior to the effective date of termination, or those provisions that by their nature should survive such termination, including terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability, dispute resolution, termination, and the miscellaneous provisions below. Notwithstanding anything to the contrary, obligations of Partner to Customers that are active at the time this Agreement expires or is terminated shall continue through the remainder of the service commitment to such Customers, subject to all the terms of this Agreement and the applicable Partner Addendum.

7.47.4. No Financial Liability for Termination. Each party acknowledges that it shall not be entitled to any payments as a consequence of any termination of this Agreement. Each party enters into this Agreement without any expectation of any particular duration regarding the business relationship contemplated by this Agreement.

88. Warranties; Disclaimer.

8.18.1. Mutual Warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into and perform its obligations under this Agreement (including any Partner Addenda) and has obtained and will maintain any and all consents, approvals, licenses, or other authorizations necessary for the performance of its obligations under this Agreement; (b) it will not make any representations or warranties on the other party's behalf without the other party's prior written consent; and that (c) it will comply with all applicable laws and regulations, including without limitation those relating to data privacy and data protection. To the extent the parties engage in joint-marketing or promotional activities (e.g., joint webinars, etc.), each party agrees that it can share the information provided by participants during the event registration ("Event Registration Information") with the other party and that both parties can use the Event Registration Information to send legally compliant communications to event registrants. Each party represents and warrants that it will (i) obtain the appropriate consents in order to share the Event Registration Information with the other party, (ii) only use Event Registration Information in accordance with applicable data protection and marketing laws (including any applicable requirements for obtaining consent and honoring opt-out requests), and (iii) only in accordance with its posted privacy policies and terms.

8.28.2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING THE PROGRAM GUIDE AND ANY PARTNER ADDENDUM), THE PARTIES DO NOT MAKE OR GIVE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND HEREBY SPECIFICALLY DISCLAIMS, ON BEHALF OF ITSELF AND ITS SUPPLIERS, ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

99. Indemnification.

9.19.1. Indemnification by Partner. Partner shall defend Airtable from and against any and all claims by a third party arising from or relating to Partner's (a) breach of any representations, warranties, or obligations set forth in this Agreement (including any Partner Addenda); (b) violation of any laws, regulations, or third-party rights; or (c) negligence or willful misconduct; 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 claims.

9.29.2. Indemnification by Airtable. Airtable shall defend Partner from and against any claims by a third party alleging the Airtable Service or the Partner Portal infringes a U.S. 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; provided, however, that Airtable shall have no liability under this Section 9.2 to the extent such a claim arises from Partner's breach of this Agreement. None of the foregoing obligations of Airtable shall apply to the extent the infringement arises from any: (a) modification of Airtable Service other than by Airtable; (b) access to or use of Airtable Service in combination with any materials or services not provided by Airtable; (c) use of Airtable Service in breach of this Agreement; or (d) Partner data entered into the Airtable Service. THIS SECTION 9.2 SETS FORTH AIRTABLE'S SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

9.39.3. Indemnification Procedure. The indemnified party will provide the indemnifying party with: (a) prompt written notice of such claim (but in any event notice in sufficient time for the indemnifying party to respond without 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.

1010. Limitation of Liability

·IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING PAYMENT OBLIGATIONS, AGGREGATE CUMULATIVE DAMAGES IN EXCESS OF THE GREATER OF $10,000 OR THE CUMULATIVE FEES ACTUALLY PAID TO THE PARTIES IN CONNECTION WITH THIS AGREEMENT (INCLUDING ALL PARTNER ADDENDA, IF APPLICABLE) IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO GROSS NEGLIGENCE OR WILFUL MISCONDUCT, BREACH OF SECTION 6 (CONFIDENTIALITY), OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION) OR ANY OTHER LIABILITY THAT IS EXPRESSLY IDENTIFIED IN AN APPLICABLE PARTNER ADDENDUM AS NOT BEING SUBJECT TO SUCH LIMITATIONS OF LIABILITY.

1111. Miscellaneous

11.111.1. Notices. Airtable may give notice relating to the Partner Program by means of a general notice on the Partner Portal, and notices specific to Partner by electronic mail to Partner's email address on record with Airtable or by written communication sent by first class mail or pre-paid post to Partner's address on record with Airtable. If Partner has a dispute with Airtable, wishes to provide a notice under this Agreement, or becomes subject to insolvency or other similar legal proceedings, Partner shall promptly send written notice to Airtable at 1 Front Street, Floor 28, San Francisco, CA 94111, Attn: Legal Department.

11.211.2. 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. The use of the term "partner" in this Agreement or in the Partner Program refers solely to membership in the Airtable Partner Program. 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.

11.311.3. Conflict; Ambiguity. Unless the parties expressly agree in writing, in the event of a conflict or ambiguity between or among the provisions of this Agreement, any Partner Addenda, or the Program Guide, the following shall be the order of precedence: (1) the Partner Addenda; (2) this Agreement; (3) the Program Guide.

11.411.4. Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement without such consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party's assets or voting securities.

11.511.5. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for obligations of payment) 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, epidemic, pandemic, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services.

11.611.6. Governing Law; Venue. This Agreement shall be governed by the laws of the State of California, USA, without reference to principles of conflicts of laws. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, for resolution of any disputes arising out of this Agreement. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods.

11.711.7. 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.

11.811.8. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Waivers must be signed by the waiving party and one waiver will not imply any future waiver.

11.911.9. Entire Agreement; Amendments. This Agreement, including its Exhibits, Partner Addenda, Program Guide, amendments, and all other documents and websites incorporated into this Agreement by reference, constitute the entire agreement between the parties with regard to the subject matter hereof, and supersede any other prior written and oral agreements and communications (including any nondisclosure agreements between the parties). Airtable may modify this Agreement (including any Partner Addenda) from time to time by posting a modified version at https://www.airtable.com/company/terms-and-policies or at such other URL as Airtable may designate. If, in Airtable's sole discretion, the modifications are material, Airtable will provide Partner with reasonable notice prior to the effective date of the modifications, either by emailing the email address on record with Airtable or by notifying Partner through the Partner Portal. Material modifications will become effective on the date set forth in the notice, and all other modifications will become effective upon posting. By continuing to participate in the Partner Program after the effective date of any modifications to this Agreement, Partner agrees to be bound by the modified version of the Agreement. If Airtable fails to provide Partner with notice of material modifications in accordance with this Section, such material modifications will not be binding on Partner until thirty (30) days after Airtable provides the required notice.

11.1011.10. Taxes. All amounts payable between the parties hereunder are exclusive of applicable federal, state, local, or other taxes, duties, and tariffs, including, but not limited to, sales, use, transfer, value-added, privilege, withholding, or property taxes, and import and export duties and tariffs or amounts levied in lieu thereof (collectively, "Taxes"). Each party shall pay any and all Taxes imposed on such party with respect to the transactions contemplated by this Agreement.

11.1111.11. Execution. This Agreement may be executed electronically and in counterparts (such as via DocuSign), which counterparts taken together shall form one legal instrument.