Managed Service Provider Authorization

This Managed Service Provider Authorization (“Authorization”) is incorporated into and supplements the Master Services Agreement (“Master Services Agreement”) between the entity accepting this Authorization (“you”) and Automox Inc. (“Automox”). Capitalized terms used but not defined in this Authorization have the meanings given to them in the Master Services Agreement. This Authorization will terminate upon termination or expiration of the Master Services Agreement.

By accepting this Authorization, each party acknowledges that it has carefully read and fully understood this Authorization, and each agrees to be bound by the terms of this Authorization.

You would like to purchase and use Automox's Offerings as part of a managed service offering that you provide to your customers. This Authorization reflects our agreement relating to your purchase and use of the Offerings and will control in the event of any conflict with the Master Services Agreement.

2.1 “Customer” means an end user of your Managed Service Offering.
2.2 “Customer Claim” means a claim against Automox by your Customer or related third party.
2.3 “Managed Service Offering” means your managed service offering that you provide to Customers using the Offerings.
2.4 “Territory” means the country in which you are domiciled, unless you are domiciled in the European Economic Area, in which case Territory means the European Economic Area.

3.1 Customer Access and Use. Notwithstanding anything to the contrary in the Master Services Agreement, you may allow your Customers located in the Territory to use the Offerings integrated into your Managed Service Offering for that Customer's internal business purposes. Your Customers' use of the Offerings is deemed use by you for purposes of this Authorization and the Master Services Agreement.
3.2 Program Branding. Automox grants you a non-exclusive right to use Automox trademarks to promote your Managed Service Offering in accordance with Automox's then-current trademark usage guidelines. You will not register an identical or virtually identical Automox trademark as a second level domain name. You will not use a domain name, corporate name, email address or social media profile that incorporates any Automox trademark in a manner likely to create confusion as to Automox's affiliation with your company or Managed Service Offering.
3.3 Customer Relationship. Automox has no obligation to any Customer under this Authorization or the Master Services Agreement. This includes any ancillary documents incorporated into the Master Services Agreement like the Support Policy, Data Processing Authorization or Service Level Agreement. You must submit any requests for support or Service Credits (defined in the Service Level Agreement) directly to Automox. Automox will provide any support or Service Credits directly to you and not to your Customer. Automox will also distribute any notices under the Master Services Agreement directly to you, and it is your responsibility to distribute any applicable notice to your Customers.
3.4 Customer Claims and Insurance. Because Automox has no obligation to your Customers, you will indemnify Automox against any costs or damages incurred by Automox relating to a Customer Claim (collectively, “Customer Claim Costs”). The Customer Claim Costs are not subject to limitation on the type or amount of liability in the Master Services Agreement. You will maintain adequate insurance and name Automox as an additional insured on any insurance policy other than professional liability. On Automox's request, you will provide Automox with a certificate of insurance.