| Before | After | ||
|---|---|---|---|
| 0 | Terms of service # Last Modified: 11 July 2025 These Terms of Service (this " Agreement ") are a binding contract between you (" Customer ," " you ," or " your ") and Supabase, Inc., a Delaware corporation with offices located at 65 Chulia Street #38-02/03, OCBC Centre, Singapore 049513 (" Supabase ," " we ," or " us "). | 0 | Terms of service Version Last Modified: 1 May 2026 These Terms of Service (this " Agreement ") are a binding contract between you (" Customer ," " you ," or " your ") and SUPABASE PTE. |
| 1 | LTD., a Singapore entity with a registered address of 65 Chulia Street #38-02/03, OCBC Centre, Singapore 049513 (" Supabase ," " we ," or " us "). | ||
| 2 | Supabase and Customer may be referred to herein collectively as the " Parties " or individually as a " Party ." Agreement Acceptance # THIS AGREEMENT TAKES EFFECT WHEN YOU ACCEPT THE TERMS DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES (the " Effective Date "). | 3 | Supabase and Customer may be referred to herein collectively as the " Parties " or individually as a " Party ." THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (the " Effective Date "). |
| 3 | BY ACCEPTING THE TERMS DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. | 4 | BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. |
| 5 | THIS AGREEMENT CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 13(b) (THE " ARBITRATION AGREEMENT ") AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 13(c) (THE " CLASS ACTION/JURY TRIAL WAIVER ") THAT REQUIRE, UNLESS CUSTOMER OPTS OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THIS AGREEMENT. | 6 | THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 13(b) (THE " ARBITRATION AGREEMENT ") AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 13(c) (THE " CLASS ACTION/JURY TRIAL WAIVER ") THAT REQUIRE, UNLESS CUSTOMER OPTS OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THIS AGREEMENT. |
| 12 | " Documentation " means Supabase's end user documentation relating to the Services available at supabase.com. e. | 13 | " Documentation " means Supabase's end user documentation relating to the Services available at supabase.io. e. |
| 27 | Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of any Supabase IP, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from any Supabase IP; (v) use any Supabase IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use any Supabase IP for purposes of competitive analysis of Supabase or the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to Supabase’s detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of valid access credentials; or (viii) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or that contain, transmit, or activate any Harmful Code. d. | 28 | Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of any Supabase IP, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from any Supabase IP; (v) use any Supabase IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use any Supabase IP for purposes of competitive analysis of Supabase or the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to Supabase's detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of valid access credentials; or (viii) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or that contain, transmit, or activate any Harmful Code. d. |
| 30 | Suspension # Notwithstanding anything to the contrary in this Agreement, Supabase may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Supabase reasonably determines that (A) there is a threat or attack on any of the Supabase IP; (B) Customer’s or any Authorized User’s use of the Supabase IP disrupts or poses a security risk to the Supabase IP or to any other customer or vendor of Supabase; (C) Customer, or any Authorized User, is using the Supabase IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Supabase’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Supabase has suspended or terminated Supabase’s access to or use of any Third-Party Products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). | 31 | Suspension # Notwithstanding anything to the contrary in this Agreement, Supabase may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Supabase reasonably determines that (A) there is a threat or attack on any of the Supabase IP; (B) Customer's or any Authorized User's use of the Supabase IP disrupts or poses a security risk to the Supabase IP or to any other customer or vendor of Supabase; (C) Customer, or any Authorized User, is using the Supabase IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Supabase's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Supabase has suspended or terminated Supabase's access to or use of any Third-Party Products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a) (any such suspension described in subclause (i), (ii), or (iii), a " Service Suspension "). |
| 46 | Customer Control and Responsibility # Customer has and will retain sole responsibility for: (i) all Customer Data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iii) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“ Customer Systems ”); (iv) the security and use of Customer’s and its Authorized Users’ access credentials; and (v) all access to and use of the Services directly or indirectly by or through the Customer Systems or its or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. 4. | 47 | Customer Control and Responsibility # Customer has and will retain sole responsibility for: (i) all Customer Data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iii) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (" Customer Systems "); (iv) the security and use of Customer's and its Authorized Users' access credentials; and (v) all access to and use of the Services directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. d. |
| 48 | Responsible Use of AI-Powered Tools # From time to time, Supabase may make available chatbots or other artificial intelligence-enabled tools to assist with customer support inquiries or other interactions (each, an " AI Tool "). | ||
| 49 | Customer is responsible for the responsible and informed use of any AI Tool, including by: (a) ensuring that any data, content, prompts, or other materials Customer or its Authorized Users submit to an AI Tool (collectively, " AI Input ") (i) are submitted with all necessary rights, consents, and authorizations, including with respect to any third-party or personal information contained therein, and (ii) do not violate applicable law, infringe or misappropriate any third-party right, or breach any obligation of confidentiality owed to a third party; (b) applying human judgment to review, evaluate, and verify any output generated by an AI Tool (" AI Output ") before relying on it, using it or otherwise acting on it; (c) not treating any AI Output as legal, financial, security, or other professional advice; and (d) escalating to a human Supabase representative through Supabase's standard support channels whenever Customer requires authoritative confirmation, has a time-sensitive issue, or is otherwise not satisfied with the AI Output. 4. | ||
| 48 | Fees and Taxes. # a. | 51 | Fees and Payment. # a. |
| 49 | Fees # Where paid for services are agreed between Supabase and Customer per the Order, Customer shall pay Supabase the fees (“Fees”) identified in the Order without offset or deduction at the cadence identified in the Order (e.g., monthly or annually). | 52 | Fees # Where paid for services are agreed between Supabase and Customer per the Order, Customer shall pay Supabase the fees (" Fees ") identified in the Order without offset or deduction at the cadence identified in the Order (e.g., monthly or annually). |
| 51 | If Customer fails to make any payment when due, and Customer has not notified Supabase in writing within ten (10) days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting Supabase’s other rights and remedies: (i) Supabase may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Supabase for all reasonable costs incurred by Supabase in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Supabase may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. i. | 54 | If Customer fails to make any payment when due, and Customer has not notified Supabase in writing within ten (10) days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting Supabase's other rights and remedies: (i) Supabase may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Supabase for all reasonable costs incurred by Supabase in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Supabase may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. b. |
| 52 | Waiver of Withdrawal Right for EU and UK Consumers # If you are a resident of the European Union or the United Kingdom and subject to applicable consumer protection laws, you acknowledge that by creating a project or initiating use of the Supabase services during the 14-day statutory withdrawal period, the services will begin immediately at your request. | — | Removed |
| 53 | Accordingly, you expressly consent to the immediate provision of the services and acknowledge that you waive your right to cancel the service and receive a refund under applicable consumer protection laws. b. | — | Removed |
| 56 | To the extent that Supabase is required by law to pay any such taxes, duties, or other charges to any governmental or regulatory authority, Supabase may invoice Customer for such taxes, duties, or other charges and Customer will pay such invoiced amounts in accordance with this Agreement. c. | 57 | To the extent that Supabase is required by law to pay any such taxes, duties, or other charges to any governmental or regulatory authority, Supabase may invoice Customer for such taxes, duties, or other charges and Customer will pay such invoiced amounts in accordance with this Agreement. 6. |
| 57 | Credit Authorization and Fraud Prevention # To mitigate billing fraud and unauthorized usage, Supabase reserves the right to implement reasonable credit authorization, payment validation, and usage control measures, including but not limited to: (i) preauthorization or validation of Customer’s payment method upon account creation or prior to provisioning Services; (ii) applying initial or ongoing spend limits, usage caps, or throttling mechanisms to accounts with insufficient billing history or elevated risk profiles; (iii) suspending or restricting access to Services where Supabase reasonably suspects fraudulent activity, failed payment authorization, or violation of usage terms; (iv) delaying the provisioning of high-cost Services or infrastructure pending verification or authorization; and (v) employing fraud-detection tools and analytics, including third-party services, to assess and manage risk. | — | Removed |
| 58 | Supabase will make commercially reasonable efforts to notify Customer prior to suspending or restricting Service access under this Section, except in cases of suspected fraud, payment failure, or material risk to Supabase’s infrastructure or systems. | — | Removed |
| 59 | Customer agrees to cooperate with any reasonable verification or remediation steps required by Supabase to restore access. 6. | — | Removed |
| 61 | Definition # From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as “confidential” or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, “ Confidential Information ”). | 59 | Definition # From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, " Confidential Information "). |
| 62 | Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information. b. | 60 | Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party's Confidential Information. b. |
| 63 | Duty # The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (“ Representatives ”). | 61 | Duty # The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (" Representatives "). |
| 65 | Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. | 63 | Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. |
| 79 | Customer may export the Customer Data at any time through the features and functionalities made available via the Services. c. | 77 | Customer may export the Customer Data at any time through the features and functionalities made available via the Services. |
| 78 | To the extent Supabase utilizes artificial intelligence to provide features to Customer via the Services, and in Supabase's provision of the AI Tools, Supabase will not use, nor allow any third-party to use, Customer Data, Customer's AI Input, or any AI Output to train, fine-tune, or otherwise improve any artificial intelligence or machine learning model, without Customer's prior written consent. | ||
| 79 | For the avoidance of doubt, Customer retains all right, title and interest in Customer Data contained in AI Inputs and AI Outputs. c. | ||
| 85 | Supabase makes no warranty of any kind that the Supabase IP, or any products or results of the use thereof, will meet Customer's or any other person's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, free of harmful code, or error free. 10. | 85 | Supabase makes no warranty of any kind that the Supabase IP, or any products or results of the use thereof, will meet Customer's or any other person's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, free of harmful code, or error free. |
| 86 | In addition, Customer acknowledges that AI Tools are powered by one or more third-party large language models that Supabase does not own or control, and that AI Outputs may be inaccurate, incomplete, or unsuitable for Customer's particular use case. | ||
| 87 | Customer acknowledges that other customers providing similar AI Input may receive similar or the same AI Output. | ||
| 88 | AI TOOLS AND THEIR OUTPUTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND SUPABASE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, ERROR-FREE NATURE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OUTPUT GENERATED FROM THE AI TOOLS. 10. | ||
| 87 | Supabase Indemnification # i. | 90 | Supabase Indemnification # Supabase shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (" Losses ") incurred by Customer resulting from any third-party claim, suit, action, or proceeding (" Third-Party Claim ") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US copyrights or trade secrets; provided that Customer promptly notifies Supabase in writing of the claim, cooperates with Supabase, and allows Supabase sole authority to control the defense and settlement of such claim. |
| 88 | Claims # Supabase shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (" Losses ") incurred by Customer resulting from any third-party claim, suit, action, or proceeding (" Third-Party Claim ") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US copyrights or trade secrets; provided that Customer promptly notifies Supabase in writing of the claim, cooperates with Supabase, and allows Supabase sole authority to control the defense and settlement of such claim. ii. | 91 | If such a claim is made or appears possible, Customer agrees to permit Supabase, at Supabase's sole discretion: to (i) modify or replace the Services, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. |
| 89 | Remedies # If such a claim is made or appears possible, Customer agrees to permit Supabase, at Supabase's sole discretion: to (i) modify or replace the Services, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. | 92 | If Supabase determines that neither alternative is reasonably commercially available, Supabase may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. |
| 90 | If Supabase determines that neither alternative is reasonably commercially available, Supabase may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. iii. | 93 | This Section 10(a) will not apply to the extent that the alleged infringement arises from: (i) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Supabase or authorized by Supabase in writing; (ii) modifications to the Services not made by Supabase; (iii) Customer Data; (iv) Third-Party Products; (v) AI Output; or (vi) AI Input. b. |
| 91 | Exclusions # This 10(a) will not apply to the extent that the alleged infringement arises from: (i) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Supabase or authorized by Supabase in writing; (ii) modifications to the Services not made by Supabase; (iii) Customer Data; or (iv) Third-Party Products. b. | 94 | Customer Indemnification # Customer shall indemnify, hold harmless, and, at Supabase's option, defend Supabase from and against any Losses resulting from any Third-Party Claim that the Customer Data, AI Input or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property or other rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; or (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Supabase or authorized by Supabase in writing; in each case provided that Customer may not settle any Third-Party Claim against Supabase unless Supabase consents to such settlement, and further provided that Supabase will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. c. |
| 92 | Customer Indemnification # Customer shall indemnify, hold harmless, and, at Supabase’s option, defend Supabase from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property or other rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; or (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Supabase or authorized by Supabase in writing; in each case provided that Customer may not settle any Third-Party Claim against Supabase unless Supabase consents to such settlement, and further provided that Supabase will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. c. | 95 | Sole Remedy # This Section 10 sets forth Customer's sole remedies and Supabase's sole liability and obligation for any actual, threatened, or alleged claims that the services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. 11. |
| 93 | Sole Remedy # This Section 10(c) sets forth Customer's sole remedies and Supabase's sole liability and obligation for any actual, threatened, or alleged claims that the services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. 11. | 96 | Limitations of Liability. # EXCEPT FOR: (I) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (II) A PARTY'S INDEMNITY OBLIGATIONS; OR (III) A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT (" EXCLUDED LIABILITIES "), (A) IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (1) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (2) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (3) LOSS OF GOODWILL OR REPUTATION; (4) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (5) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; AND (B) IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO SUPABASE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, SUPABASE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY EXCLUDED LIABILITIES WILL NOT EXCEED THREE TIMES (3X) THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO SUPABASE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. 12. |
| 94 | Limitations of Liability. # EXCEPT FOR: (I) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (II) A PARTY’S INDEMNITY OBLIGATIONS; OR (III) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT (“ EXCLUDED LIABILITIES ”), (A) IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (1) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (2) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (3) LOSS OF GOODWILL OR REPUTATION; (4) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (5) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; AND (B) IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO SUPABASE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, SUPABASE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY EXCLUDED LIABILITIES WILL NOT EXCEED THREE TIMES (3X) THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO SUPABASE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. 12. | — | Removed |
| 98 | Termination # In addition to any other express termination right set forth in this Agreement: i. | 100 | Termination # In addition to any other express termination right set forth in this Agreement: Supabase may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Supabase's delivery of written notice thereof; or (ii) breaches any of its obligations under Section 2(c) or Section 6. |
| 99 | Supabase may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Supabase’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 2(c) or Section 6. ii. | 101 | Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach. |
| 100 | Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach. iii. | — | Removed |
| 107 | Governing Law # Customer agrees that: Customer agrees that: (a) the Services will be deemed solely based in the State of California; and (b) the Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. | 108 | Governing Law # Customer agrees that: (a) the Services will be deemed solely based in the State of California; and (b) the Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. |
| 110 | Notwithstanding the preceding sentences with respect to the substantive law governing this Agreement, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (as it may be amended, “ FAA ”) governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by applicable laws and regulations. | 111 | Notwithstanding the preceding sentences with respect to the substantive law governing this Agreement, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (as it may be amended, " FAA ") governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by applicable laws and regulations. |
| 119 | This Arbitration Agreement applies to and governs any dispute, controversy, or claim between the Parties that arises out of or relates to, directly or indirectly: (i) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability thereof; (ii) access to or use of the Services, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Services; or (iv) any other aspect of Customer’s relationship or transactions with Supabase, directly or indirectly, as a user or consumer (each, a “ Claim ,” and, collectively, “ Claims ”). | 120 | This Arbitration Agreement applies to and governs any dispute, controversy, or claim between the Parties that arises out of or relates to, directly or indirectly: (i) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability thereof; (ii) access to or use of the Services, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Services; or (iv) any other aspect of Customer's relationship or transactions with Supabase, directly or indirectly, as a user or consumer (each, a " Claim ," and, collectively, " Claims "). |
| 120 | This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after Customer’s consent to this Agreement. ii. | 121 | This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after Customer's consent to this Agreement. ii. |
| 126 | If Customer is using the Service for commercial purposes, each party will be responsible for paying any ICC filing and administrative fees and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. | 127 | If Customer is using the Service for commercial purposes, each party will be responsible for paying any ICC filing and administrative fees and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses. |
| 127 | If Customer is an individual using the Services for non-commercial purposes: (i) ICC may require Customer to pay a fee for the initiation of a case; (ii) the award rendered by the Arbitrators may include Customer’s costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses; and (iii) Customer may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve Customer of any commitment to engage in the informal dispute resolution process. | 128 | If Customer is an individual using the Services for non-commercial purposes: (i) ICC may require Customer to pay a fee for the initiation of a case; (ii) the award rendered by the Arbitrators may include Customer's costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses; and (iii) Customer may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve Customer of any commitment to engage in the informal dispute resolution process. |
| 130 | The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement are, or whether any provision hereof, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel. iv. | 131 | The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement is, or whether any provision hereof, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel. iv. |
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