Airtable Master Subscription Agreement Rider - Government And Public Education Customers - Airtable

Airtable Master Subscription Agreement Rider - Government And Public Education Customers

Last Updated: August 28, 2023

This Airtable Master Subscription Agreement Rider - Government and Public Education Customers  (“Rider”) is incorporated into, and forms a part of, the agreement between the organization agreeing to these terms (“Customer”) and Formagrid Inc, dba Airtable (“Airtable”) (Customer and Airtable each, a “party” and collectively, the “parties”) governing the use of Airtable’s products and services (the “Agreement”) as set forth in one or more order forms, online purchase confirmations, or other ordering documents entered into by the parties (each, an “Order Form”).  Notwithstanding anything to the contrary, this Rider shall take effect only if (i) Customer is a public education institution or a federal, state, or local government entity in the United States and (ii) this Rider is explicitly referenced in an Order Form duly executed by the parties. In the event that the requirements in the preceding sentence are not met, then the terms and conditions set forth in this Rider shall not apply and shall not have binding effect on the parties.  The individual who signs, clicks through, or otherwise agrees to the Order Form binds Customer to the terms and conditions of the Order Form and this Rider, and has been duly authorized by Customer to do so.  This Rider is effective as of the date Customer agrees to it, pursuant to an Order Form (the “Effective Date”). 

1. Definitions


All capitalized terms used but not defined in this Rider shall have the meaning set forth in the Agreement.

2. No Auto-Renewal


Renewals of any Order Form under the Agreement require written agreement of the parties. Any auto-renewal terms in the Agreement or Order Forms do not apply.

3. Failure to Appropriate Funds


If appropriation of funds by legislative or other government authority is required by law for Customer’s payment of fees under the Agreement, and such authority fails to appropriate the necessary funds, then Customer may provide written notice of such failure and terminate the Agreement for those services for which funds have not been appropriated. Notwithstanding the foregoing, Customer represents and warrants to Airtable that, for any and all purchase orders submitted to Airtable by Customer, sufficient funding has been allocated to enable Customer to make prompt and full payment of all amounts reflected in such purchase orders.

4. Tax Exemption


If Customer is tax-exempt, Customer will not be responsible for payment of any taxes, duties, or related penalties, provided that Customer provides Airtable with documentation attesting to its tax exempt status.

5. Late Payment Interest


To the extent any late payment interest charges set forth in the Agreement conflict with applicable law, such charges do not apply.

6. Non-Discrimination


The parties will comply with all applicable laws, rules, regulations, and executive orders governing equal employment opportunity, immigration, and non-discrimination, including the Americans with Disabilities Act if applicable. To the extent applicable, the parties will abide by the requirements of Executive Order No. 11246, as amended and as supplemented by 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, creed, color, religion, sex, age or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status, age or disability.

7. Eligibility


Airtable represents and warrants that it is authorized to do business in the State in which Customer operates.

8. Freedom of Information


To the extent the confidentiality provisions of the Agreement are in conflict with applicable public records laws governing Customer as a public institution, such confidentiality provisions are limited to the extent necessary to comply with applicable law.

9. Indemnification and Liability Limitations


Considering the status of the Customer as a public institution, it is understood that any provisions related to indemnification, liability waivers, or limitations set forth in the Agreement are limited to the extent required for compliance with applicable law. In the event that Customer is prohibited by applicable law from providing Airtable with prompt notice, reasonable cooperation, or sole control over the defense and settlement of any claim that would otherwise be subject to indemnification by Airtable pursuant to the Agreement, Customer hereby waives Airtable's indemnity obligations.

10. Privacy; Educational Records


Airtable acknowledges that student educational records are protected by the U.S. Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g and its implementing regulations (FERPA). Airtable will not require Customer or any students to waive any privacy rights (including FERPA and the European Union’s General Data Protection Regulation (GDPR)) as a condition for receipt of any educational services, and any attempt to do so will be void. 

11. No Waiver of Immunity


Nothing in the Agreement will be construed as a waiver of any sovereign immunity or other immunity to which Customer is entitled as a matter of law. 

12. Subcontracting


Airtable is permitted to delegate services to third parties without the prior written approval of Customer, and Airtable will: (i) remain responsible for the performance of services by its subcontractors; (ii) remain Customer's sole point of contact for such services; and (iii) be responsible for the payment of such subcontractors.

13. Governing Law; Dispute Resolution


To the extent required by applicable law, any provision of the Agreement that requires the application of laws other than the law of the State in which Customer operates, for the purpose of interpreting or enforcing the Agreement, shall have no effect and will not be enforceable against Customer. Furthermore, to the extent required by applicable law, any provision of the Agreement that requires or permits the resolution of disputes through arbitration or in a court other than a state or federal court located in the State in which Customer operates shall be deemed ineffective and unenforceable against Customer.

14. Order of Precedence


If, and to the extent, there is a conflict or inconsistency between any term(s) of this Rider and any term(s) of the Agreement, the applicable term(s) of this Rider will govern. Further, if the Agreement is silent with respect to, or does not otherwise address, term(s) set forth in this Rider, the term(s) in this Rider shall govern and the Agreement will be interpreted in a manner so as to give effect to the applicable term(s) of this Rider.