Supplemental Terms For Customers of Authorized Third Parties

1. Applicability and Conflict.

These Supplemental Terms for Customers of Authorized Third Parties (these “Indirect Customer Terms”) are a part of and incorporated into the Master Subscription Agreement or another webpage designated by Firework (the “MSA”) and shall apply solely to Customers to the extent such Customers order Subscription Services directly or indirectly through an authorized reseller or other third party who has entered into a separate agreement with Firework authorizing such party to sell rights to use the Subscription Services (an “Authorized Third Party”), and not directly from Firework.

2. Disclaimer and Release.

Customer acknowledges and agrees that (a) any agreement, order form, or other document between it and any Authorized Third Party or other third party, to which none of Firework or its Affiliates is a party (a “Third-Party Agreement”), is solely and exclusively between Customer and such Authorized Third Party or other third party, while this Agreement is solely and exclusively between Customer and Firework (which is separate and distinct from any Authorized Third Party or any other third party), (b) in no event shall Firework or any of its Affiliates be, or be deemed to be, a party to any Third-Party Agreement or have any obligation, liability, or responsibility to Customer or any other party (nor shall Customer or any other party have any right or remedy that may be enforced or asserted against Firework or any of its Affiliates) thereunder or by virtue thereof, (c) in no event shall any provision of the Third-Party Agreement become or be deemed to be part of (or affect or alter the terms of) this Agreement, and (d) without limiting the generality of the foregoing provisions of this paragraph, such provisions shall apply notwithstanding (i) Firework’s role as a direct or indirect supplier of an Authorized Third Party with respect to Subscription Services or other services and/or any performance by Firework of any functions (e.g., making available, provision, maintenance, support, administration, implementation, billing, and/or collection) with respect thereto, or (ii) the inclusion or display of the branding of Firework in connection with any components or aspects of the Subscription Services or other services (including without limitation certain software applications available for download and/or for use in connection therewith). Accordingly, Customer agrees that it shall look solely to the applicable Authorized Third Party or other third party for the fulfillment of any and all obligations owed to Customer, its Affiliates, and/or other parties under any Third-Party Agreement and shall not seek to enforce any Third-Party Agreement or to assert or enforce their rights or remedies thereunder against Firework or its Affiliates. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER HEREBY RELEASES, DISCHARGES, AND HOLDS HARMLESS FIREWORK, ITS AFFILIATES, AND THEIR PERSONNEL AND PARTNERS (OTHER THAN ANY AUTHORIZED THIRD PARTY OR OTHER PARTY THAT IS A PARTY TO A THIRD-PARTY AGREEMENT) FROM AND AGAINST ANY AND ALL CLAIMS AND/OR LIABILITY UNDER OR WITH RESPECT TO ANY THIRD-PARTY AGREEMENT OR THE SUBJECT MATTER THEREOF. Customer waives California Civil Code §1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Customer also waives any rights it may have under any similar statute or law.

1. Fees and Limitation of Liability. Section 6 (Fees and Payment) of the MSA and any terms in the MSA providing for a refund of Fees shall not apply. Notwithstanding anything to the contrary in an applicable Third-Party Agreement, for purposes of the limitations of liability in Section 9.2 of the MSA, any reference to the total amount paid by Customer and its Affiliates for the Subscription Services or other Firework services shall mean the total amount paid by the applicable Authorized Third Party to Firework for the Subscription Services or other Firework services.
2. Order Forms. Notwithstanding the definition in Section 1 (Definitions) of the MSA, “Order Form” means an order for Subscription Services mutually agreed between Firework and the Authorized Third Party that specifies the Subscription Services that are purchased by Customer and subject to the terms of this Agreement.
3. Usage Data. Notwithstanding Section 5.4 (Usage Data) of the MSA, Firework may provide Usage Data to Authorized Third Parties for billing purposes without restriction (i.e., such Usage Data need not be de-identified and presented in the aggregate).
4. Renewal. Notwithstanding Section 11.1 (Term) of the MSA, upon expiration of the Term, the Subscription Services will renew only to the extent agreed between Firework and the applicable Authorized Third Party.
5. Free Services. Section 2.3.1 of the MSA (Free Services) will not apply. Notwithstanding the definition in Section 1 (Definitions) of the MSA, “Free Service” means the Subscription Services or any other Firework service or functionality to the extent Firework makes such Subscription Services, services or functionality available to Customer and its Authorized Users either (i) without charge by Firework to the applicable Authorized Third Party or (ii) without charge to Customer by the applicable Authorized Third Party or other third party from which Customer orders such Subscription Services, services or functionality.