Firework Technical Partner Program Terms and Conditions

PLEASE READ THESE TECHNICAL PARTNER REFERRAL PROGRAM TERMS AND CONDITIONS (THIS “AGREEMENT”) CAREFULLY. This Agreement governs your participation in Firework’s Technical Partner Program (as defined below) and is a binding legal commitment between Loop Now Technologies, Inc. (“Firework”) and you or the entity you represent (“you” “You“, or “Partner“). This Agreement takes effect when you are accepted into the Technical Partner Program via email confirmation from Firework (the “Effective Date“). Firework and Partner are sometimes referred to individually as a “Party” and collectively as the “Parties.”

ARBITRATION NOTICE: PARTNER IS BOUND BY THE ARBITRATION PROVISION SET FORTH LATER IN THIS AGREEMENT. IF YOU ARE CONTRACTING WITH FIREWORK THEN YOU AND FIREWORK WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Program Enrollment & Eligibility

1. To apply for participation in the Program, Partner must: (a) agree to this Agreement; and (b) submit an application to participate in the Program. All applications are subject to the approval of Firework in its sole discretion. Individuals who submits an application on behalf of an entity must be authorized to agree to this Agreement on the entity’s behalf.
2. Firework shall notify Partner of its acceptance into the Program by email within 30 days of your submission.
   c. Upon acceptance, Partner agrees to create an account to the Partner Portal (“Account”) and provide any required information. In registering an Account, Partner agrees to: (a) provide true, accurate, current and complete information as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Any Registration Data submitted related to Partner’s email contact information must be specific to such Partner, and cannot be a generic email address (e.g., info@partner.com). Partner is responsible for all activities that occur under Partner’s Account. Partner may not share Partner’s Account or password with anyone, and Partner agrees to (x) notify Firework immediately of any unauthorized use of Partner’s password or any other breach of security by emailing partnerships@fireworkhq.com; and (y) exit from Partner’s Account at the end of each session. Partner agrees not to create an Account using a false identity or information, or on behalf of someone other than Partner. If Partner provides any information that is untrue, inaccurate, not current or incomplete, or Firework has reasonable grounds to suspect that any information Partner provides is untrue, inaccurate, not current or incomplete, Firework has the right to suspend or terminate Partner’s Account and refuse any and all current or future participation in the Program.

2. Lead Submission Process

1. Once Partner has been accepted into the Program, Partner can submit a Lead to Firework in one of the following three ways: (i) Register the Lead in the Partner Portal, (ii) Referred via the Partner’s unique partner referral link, or (iii) Partner manually submits a lead via email and is submitted on its behalf by a member of the Firework team. “Lead” means a sales prospect for Firework Products, identified by Partner to Firework via a Lead Submission Process.

3. Representations & Warranties

By participating in the Program, Partner represents and warrants the following:

1. it will satisfy all of its obligations under this Agreement in a manner consistent with all applicable local, state, and federal laws, rules, and regulations (collectively, “Applicable Laws”);
2. the performance of its obligations under this Agreement do not and will not constitute a breach of, or conflict with, any other agreement or arrangement by which it is bound;
3. it will not, directly or indirectly, (i) engage in any unfair, anti-competitive, unethical, misleading, or deceptive acts or practices in connection with this Agreement and/or the Program, including, without limitation, any acts that are or might be detrimental to the public or to the goodwill or reputation of Firework, our products and/or services, the Program, and/or the Licensed Materials, including any dissemination, display, or use of any false, misleading, or deceptive representations, depictions, or materials for or in connection with the Program; (ii) make any promises, representations, warranties, or other commitments: (A) actually, apparently, or impliedly on Firework’s behalf, or (ii) make any payments or gifts, or offers or promises of payments or gifts, of any kind, directly or indirectly, to any official of any foreign government or any agency or instrumentality thereof in connection with this Agreement and/or the Program; and
4. it will not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Firework Subscription Services; (ii) modify, copy or create derivative works based on the Firework Subscription Services, or any portion thereof; (vii) building a competitive product or service to Firework Subscription Services or copying its features or user interface.

4. Referral Fees.

Subject to the terms and conditions of this Agreement, Firework shall pay Partner a Referral Fee for the purchase of Firework Subscription Services by a Qualified Referral as detailed in Exhibit A. “Firework Subscription Services” means: (a) the online and hosted video commerce services; (b) any Documentation and support; and (c) any Content provided by Firework or its Affiliates. Firework Subscription Services excludes (i) Non-Firework applications, (ii) the Boutir Platform, and (ii) Third party payment processing services.

5. Limitations.

Notwithstanding anything to the contrary in this Agreement, payment of Referral Fee will be subject to the following limitations:

1. Any payments made by a Qualified Referral to Firework for products and/or services other than Firework Subscription Services (including, without limitation, support, implementation, or managed content services) are not eligible for, and will not be included in the calculation of Referral Fees.
2. The right to receive a Referral Fee for a Qualified Referral will cease effectively upon the earliest of: (A) the termination of this Agreement, and (B) the termination of your participation in the Program (whether Partner withdraws from the Program, or we terminate its participation). Notwithstanding this Section 5.b., Firework shall pay Partner any Referral Fees accrued prior to the termination under subsection (A) and (B) above pursuant to Section 6.

6. Payment of Referral Fees.

Referral Fees earned for each Qualified Referral will become payable thirty (30) days after Firework’s receipt of payment for the applicable customer’s subscription.

7. Customer Refunds.

If a refund is issued to a customer (including, without limitation, due to such customer’s cancellation of its Firework Subscription Services), or a payment from a customer is charged back or reversed, after the Commission associated with such payment by customer has already been made available in your Payment Method, then Firework will, at its option: (i) reduce or set off against any future Referral Fees due to you hereunder by an amount equal to such refund, chargeback, or reversal amount, or (ii) invoice you for an amount equal to such refund, chargeback, or reversal.

8. Taxes.

You are solely responsible for all taxes, duties, excises, and other charges imposed by any government entity, and for any and all reporting requirements, related to your Referral Fees. Notwithstanding anything to the contrary herein, you may be required to provide information and/or to complete and provide tax documentation (including, without limitation, a completed IRS Form W-9 or W-8BEN) as a condition to receiving Referral Fees, and you will provide any and all information and/or documentation reasonably requested by Firework to comply with any tax reporting obligations of any jurisdiction.

9. Privacy Restrictions.

You are required to comply with all applicable Privacy Laws with respect to your interactions with all individuals (including, without limitation, representatives of customers and of prospective customers). Examples of such compliance include:

1. not collecting Personal Information (as defined below) about any individual unless you have provided notice to, and obtained any applicable consent of, the individual in question, in each case in accordance with Applicable Laws. “Personal Information” refers to any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person or household (including, without limitation, names, email addresses, and phone numbers), or “personal information” or “personal data,” as those terms are defined under applicable Privacy Laws;
2. not, under any circumstances, engaging in “scraping” or any other form of automated data collection to collect Personal Information; and
3. not contacting people with promotional materials unless they have consented, as applicable, to being contacted through the medium you use, and you do so in accordance with Applicable Laws.

10. Modification.

Firework reserves the right to change, modify, and/or eliminate the Program and/or all or any portion of this Agreement or any policy pertaining to the Program in its sole discretion, at any time, for any or no reason, including by discontinuing or changing the terms applicable to the Partner or by merging the Program with another program.

11. Termination.

We may terminate this Agreement and/or your participation in the Program at any time in our sole discretion. You may terminate your participation in the Program, by giving us at least ten (10) days’ written notice. Upon termination, (a) you must immediately cease all activities in connection with the Program, (b) you must immediately cease all use of all materials provided by or on behalf of us to you (including all Licensed Materials (as defined below)) in connection with the Program, and (c) you will cease accruing rights to Referral Fees. Any outstanding payment obligations and all provisions that, by their nature, should survive the termination of this Agreement and/or your participation in the Program will survive such termination.

12. Intellectual Property; Licensed Materials; Ownership

1. Intellectual Property. Firework and its licensors retain all right, title, and interest in and to all Firework services including all related intellectual property rights inherent therein (“Firework IP”). Partner and its licensors retain all right, title, and interest in and to the Partner services including all related intellectual property rights inherent therein (“Partner IP”). Each Party acknowledges and agrees that all IP developed, created, or contributed by it, or its employees, agents, or contractors within the scope of this Agreement, shall remain the exclusive property of that Party. For the purposes of this clause, "IP" shall include, but not be limited to, patents, copyrights, trademarks, trade secrets, know-how, proprietary information, software, designs, inventions, and any other form of intellectual property protected under applicable laws.
2. License Grant. Subject to your continuing compliance with the terms and conditions of this Agreement, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited right, solely in connection with this Agreement, to use and display our logos, trade names, trademarks, and similar identifying materials that are designated by us in writing for such purpose, as well as marketing and advertising materials that we may provide to you or authorize for such purpose (collectively, the “Licensed Materials”).
3. License Restrictions. Your license to use the Licensed Materials in accordance with Section 11.a above may be revoked in the event that you are no longer a member in good standing of the Program, as determined by us, in our sole discretion. All uses of the Licensed Materials will be on behalf of Firework and all goodwill associated therewith will inure to the sole benefit of Firework. If any ownership rights in or to the Licensed Materials (or any portion thereof) vest in you, you will, and hereby do, assign to Firework all of your rights, title, and interest in and to the same. You may not use the Licensed Materials in any manner that is disparaging, misleading, or obscene, or that otherwise portrays Firework in a negative light, as determined by us, in our sole discretion.
4. Reservation of Rights. Except for the limited right granted to Partner under this Section 11.1, Partner does not obtain any rights under this Agreement under any Intellectual Property Rights of Firework or its licensors. Firework reserves all rights not expressly granted herein and all materials therein or transferred thereby, including, without limitation, software, images, text, illustrations, graphical artwork and graphics, photographs, audio, videos, music, patents, and copyrights; the Licensed Materials; any technical specifications and/or guidelines we may make available; our products and services; and our domain name(s).

13. Confidential Information.

1. Definition. “Confidential Information” means any information that relates to the actual or anticipated business, research, or development of Firework or its affiliates and any information, trade secrets, and know-how of Firework or its affiliates that is disclosed to you or your representative by Firework or its affiliates, directly or indirectly, in writing, orally, or by inspection or observation of tangible or electronic items. Confidential Information includes, but is not limited to, research, product plans, products, services, customer lists, development plans, inventions, processes, formulas, technology, designs, drawings, marketing materials and plans, pricing, costs, finances, and other business information. Confidential Information is the sole property of Firework and its affiliates.
2. Exceptions. Confidential Information does not include any information that: (a) was publicly known and made generally available in the public domain prior to the time Firework or its affiliates disclosed the information to you, (b) became publicly known and made generally available, after disclosure to you by Firework or its affiliates, or (c) was in your possession, without confidentiality restrictions, at the time of disclosure by Firework or its affiliates, as shown by your files and records.
3. Nondisclosure and Nonuse. Except as expressly granted herein, you will not, during and after the term of this Agreement, disclose the Confidential Information to any third party or use the Confidential Information for any purpose other than in connection with the Program. You will take all reasonable precautions to prevent any unauthorized disclosure or use of the Confidential Information including, but not limited to, having of each of your employee, if any, with access to any Confidential Information, execute a nondisclosure agreement containing terms that are substantially similar to the terms contained in this Agreement.

14. Release.

Partner hereby releases, on behalf of itself Firework from any and all Losses arising out of or related to a dispute between Partner and a third party in connection with the Program. In addition, you waive, on behalf of yourself, any Applicable Laws that says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY.”

15. Indemnification

Partner will indemnify, hold harmless, and defend Firework and its affiliates, and its and their respective directors, officers, employees, consultants, agents, shareholders, partners, members, and other owners (collectively, “Firework Indemnitees”), against any and all Losses arising out of or in connection with any third-party claim resulting from of or related to:

• (a) Partner’s conduct in connection with the Program and/or this Agreement;
• (b) allegations that any content or other material you use, distribute, reproduce, modify, publish, list information regarding, edit, translate, syndicate, make derivative works of, display, or perform in connection with the Program and/or this Agreement infringes, misappropriates, or violates any Intellectual Property Right or right of publicity (except to the extent such content or material is unmodified Licensed Material);
• (c) allegations that any of the messages you send or your communications, or your participation in, or activities conducted in connection with, the Program violate any Applicable Laws;
• (d) your failure to satisfy any debt, obligation, or liability, including your failure to pay any taxes for which you are responsible or your failure to comply with your obligations to any Partner employee, including payment of wages, provision of benefits, and payment of employment taxes; or
• (e) your breach of this Agreement, including any of your representations, warranties, or obligations hereunder (each, an “Indemnified Claim”). Unless Firework directs otherwise in writing or elects to control the defense of any Indemnified Claim, you will assume the defense of the Indemnified Claim through counsel designated by you and reasonably acceptable to Firework, and Firework may, at its expense, participate in the defense of the Indemnified Claim with its own counsel. You will not settle or compromise any Indemnified Claim, nor consent to the entry of any judgment, without the prior written consent of Firework. Firework will reasonably cooperate with you in the defense of an Indemnified Claim, provided that you reimburse Firework for its costs and expenses as they are incurred to provide such cooperation.

16. Disclaimer

THE PROGRAM, THE DASHBOARD, AND THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. FIREWORK HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, IN CONNECTION WITH THE FOREGOING, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE DASHBOARD, OR PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, OR LOSS OF DATA. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FIREWORK SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE AMOUNT OF COMPENSATION AND ANY ECONOMIC OR OTHER BENEFIT THAT YOU MAY EARN OR RECEIVE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE PROGRAM.YOU UNDERSTAND THAT, IN THE COURSE OF CONDUCTING ACTIVITIES RELATED TO THE PROGRAM, YOU MAY INTERACT WITH THIRD PARTIES THAT MAY POSE HARM OR RISK TO YOU OR OTHERS. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE PROGRAM. FIREWORK, ON BEHALF OF ITSELF AND THE FIREWORK INDEMNITEES, EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU OR ANY OTHER THIRD PARTY.

17. Limitation of Liability

IN NO EVENT WILL THE FIREWORK INDEMNITEES BE LIABLE FOR: (a) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS OR REVENUES OR DIMIUNTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE PROGRAM; OR (b) ANY AMOUNT, IN THE AGGREGATE, GREATER THAN THE REFERRAL FEES PAID AND/OR PAYABLE TO PARTNER HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF: (i) WHETHER THE DAMAGES WERE FORESEEABLE; (ii) WHETHER ANY FIREWORK INDEMNITEE WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (iii) THE LEGAL OR EQUITABLE THEORY (WHETHER CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

18. Governing Law.

This Agreement will be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce.

19. Arbitration.

1. Disputes. For any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement that cannot be amicably resolved by negotiation will, within fourteen (14) days of a written request of one of the parties, meet in good faith to resolve the dispute. In the event the dispute is not wholly resolved at the meeting, the parties agree to resolve the dispute through binding arbitration to be held in San Mateo County, California, in accordance with the Commercial Arbitration Rules, supplemented by the Supplemental Procedures for Large Complex Disputes, of the American Arbitration Association as then in effect (the “Rules”). The arbitration will be conducted in English.
2. Costs. Firework and you shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its counsel fees and expenses unless otherwise required by law, and subject to reimbursement pursuant to any award by the arbitrator of fees and expenses.
3. Equitable Relief. Firework may apply to any court of competent jurisdiction for injunctive or other equitable relief, as necessary, without resorting to the informal negotiations in Section 12.2.a or breach of this arbitration agreement and without abridgment of the powers of the arbitrator.
4. Acknowledgment. YOU HAVE READ AND UNDERSTANDS SECTION 18, WHICH DISCUSSES ARBITRATION. YOU UNDERSTAND THAT BY ENROLLING IN THE PROGRAM YOU AGREE TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF, TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF PARTNER’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES.

20. Miscellaneous

1. Independent Contractor. Partner is an independent contractor of Firework, and this Agreement will not be construed to create any association, partnership, joint venture, employer-employee, or agency relationship between Partner and Firework for any purpose. Partner has no authority (and will not hold itself out as having authority) to bind Firework, and Partner will not make any agreements or representations, nor accept any offers, on Firework’s behalf without Firework’s prior written consent. Without limiting the generality of the foregoing, neither Partner nor any Partner representative will be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Firework to its employees, and Firework will not be responsible for withholding or paying any income, payroll, social security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Partner’s behalf. Partner will be responsible for, and will indemnify Firework for, from, and against, all such taxes or contributions, including penalties and interest. Partner will be fully responsible for its employees (if any) and will indemnify Firework against any claims made by or on behalf of any such employee.
2. Assignment. Partner may not assign this Agreement, nor any of its rights hereunder, without the prior written consent of Firework. Firework may assign this Agreement, in whole or in part, without restriction. Any purported assignment in violation of this Section 19.b is null and void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
3. Entire Agreement. This Agreement represents the entire agreement between us and you with respect to the Program, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, oral or written, with respect thereto.
4. Construction. The headings and titles contained in this Agreement are included for convenience only and will not limit or otherwise affect the terms of this Agreement. The use of the terms “include,” “includes,” or “including” is illustrative and not limiting.
5. Severability. Except as otherwise stated in the Arbitration Agreement, if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.
6. No Waiver. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or of any other term, and Firework’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.
7. No Exclusivity. This Agreement will not be construed to be a commitment by Firework to collaborate exclusively with you with respect to any business activities. You acknowledge that we may, at any time, admit others into the Program. You have independently evaluated the desirability of participating in the Program, and you are not relying on any representation, guarantee, or statement other than the terms set forth in this Agreement. This Agreement will in no way limit our right to sell any products and services, including, without limitation, Firework Subscription Services, directly or indirectly, to any current or prospective customers.
8. No Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
9. Contact. Please contact us at partnerships@fireworkhq.com with any questions regarding this Agreement.

EXHIBIT A‍

The Program

Qualified Referrals to Company.

“Qualified Referral” means a lead submitted by Partner: (i) that is not a current customer or a prospect currently in communications with Firework or its affiliates or Company’s or its affiliates’ resellers, sales agents or other partners at the time of the submission; and (ii) who signs up for Firework’s Pro/Enterprise Plan or a monthly plan via Shopify. Approval and acceptance of any leads or any sale of Firework’s products or services shall be at Firework’s reasonable discretion.

Referral Fee

• Pro/Enterprise Plan: 10% of first year of SaaS revenue (up to a maximum of $10,000 per Qualified Referral)
• Monthly plan via Shopify: 20% of recurring SaaS revenue for the initial term and any renewal terms.

Referral Fee is paid based on Qualified Referral’s initial sign up of a paid plan. However, if Qualified Referral signs up for a Firework free plan, Firework shall pay the Affiliate the above Referral Fee if such Qualified Referral upgrades to a paid plan within 30 days of free plan sign up.

Special Challenges: From time-to-time Firework may publish special challenges under the Program that enables you to earn rewards for the completion of the challenge. Firework reserves the right to modify or terminate a challenge at any time in its sole discretion.