Pax8Premier  Program

These Pax8Premier Program Terms and the Pax8Premier Acknowledgment, including its schedules (Acknowledgement) (collectively, the Terms) describes the terms and conditions under which Pax8, Inc., as well as Pax8 subsidiaries and affiliates (Pax8 or we),  will permit the entity that you represent (Partner or you) to participate in the pax8Premier Program (Program), and is subject to change based on changing circumstances, your and other participant’s input, commercial factors, or other elements that, at Pax8’s discretion, merit adjustments to the Program.  You will receive notice of any modified or updated Terms. The Terms take effect when you accept these Terms by signing the Acknowledgment (Effective Date) and such acceptance and/or your continued participation in the Program constitutes your acceptance of these Terms and any updates thereto.  

By participating in the Program, you are also agreeing that you are currently a Partner of Pax8 and are bound by the Pax8 Partner Terms listed at pax.com/en-us/terms/ (or such other replacement link that we provide) (Partner Terms). Unless otherwise expressly stated in these Terms, all terms and definitions set out in the Partner Terms will continue to apply to your participation in the Program. In the event of any inconsistency between these Terms and the Partner Terms regarding the subject matter of herein, these Terms will prevail. The Partner Terms shall control in all other circumstances.

Program Terms and Conditions.

1. Term. The term of the Program shall commence on the Effective Date and shall end on the date that is the end of your Minimum Monthly Commitment (MMC) as set forth in the in applicable Acknowledgement (Program Term).
   
   
2. Benefits. These Terms provide the terms and conditions upon which Partner is eligible to receive the sponsorship benefits (Sponsorship Benefits) listed in the Acknowledgment to promote and market its products at certain sporting events of the applicable professional sports team (Team) named in the Acknowledgement.
   
   
3. Minimum Monthly Commitment. Partner agrees to pay to Pax8 the greater of either (a) the actual amount invoiced to you by Pax8 for all Microsoft and non-Microsoft products in the applicable month, or (b) the total minimum monthly commitment (Total MMC) set forth in the For the avoidance of doubt, one-time purchases do not count towards the Total MMC.
   
   
4. Trademark Licenses. During the Program Term, Pax8 grants to Partner a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use and display the locked-up version of the Team and Pax8 trademarks set forth in the Acknowledgement to promote Partner’s relationship with Pax8 and the Team, subject to any restrictions set out in the Acknowledgement (Restrictions). During the Program Term, Partner grants to Pax8 and the Team a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Partner trademark set forth in the Acknowledgement to promote Pax8’s relationship with Partner and the Team, or the purposes of the Program, subject to any Restrictions set out in the You acknowledge and agree that such Sponsorship Benefits and rights may be subject to Supplier Terms (defined below) and that you will comply with any applicable Supplier Terms.
   
   
5. Supplier Terms. You will comply with the Supplier Terms, which means the Sponsorship Benefits, Restrictions, and any other terms provided by the Team, suppliers, promoters, venues, regulatory and governing bodies, and any other terms provided to you or that reasonably should be known to you, and you shall inform your guests and visitors (Invitees) of the same. You will be responsible and liable for the acts and omissions of your Invitees.
   
   
6. Payments and Invoicing. Pax8 shall invoice you in accordance with the Partner Terms and may include an additional amount on your monthly invoice for any balance short of the Total MMC (Monthly Shortfall). If a Monthly Shortfall occurs and is not included on your monthly invoice, Pax8 shall be permitted to issue a supplemental invoice for the Monthly Shortfall. Notwithstanding anything to the contrary in the Partner Terms, if any, payment terms for all invoices shall be as follows: (a) 30 days from the date of the invoice for payments made by ACH, wire transfer, debit card or direct debit or (b) 10 days for payments made via credit card. Payments made by credit card may be subject to surcharge.
   
   
7. Termination. Pax8 may terminate your participation in the Program for cause upon notice if you materially breach these Terms or the Partner Terms, or for convenience by giving you 30 days prior written notice of termination. In the event of any termination resulting from your material breach, you agree to pay any Total MMC due for the remainder of the Program You may terminate your MMC if Pax8 does not supply access to the specified Sponsorship Benefits or fails to make a reasonable effort to provide similar benefits as a substitute therefor under these Terms. THE FOREGOING CONSTITUTES YOUR SOLE REMEDY AND PAX8’S SOLE LIABILITY FOR PAX8’S BREACH HEREUNDER. If Pax8 terminates these Terms for convenience, there will be no obligation for you to pay the remaining fees that are due for the Program Term.
   
   
8. No Rollover or Credit. There will be no rollover of Total MMC into subsequent months of the Program Term. Your failure or inability to use the Sponsorship Benefits in full during the Program Term will not give you the right to any refund, rebate, credit, or other consideration.
   
   
9. Acquisition of Pax8 Customers. If you acquire a customer of Pax8, the revenue generated from the acquired Pax8 customer’s existing business with Pax8 prior to the acquisition date shall not count towards the Total MMC or any other performance metric under these Terms. Only additional revenue growth resulting after the customer acquisition, beyond the pre-acquisition levels, will be counted towards the relevant MMCs established in the Acknowledgement.
   
   
10. Indemnity. You will defend, indemnify and hold harmless Pax8 and its affiliates, and the officers, employees agents, and others acting on their respective behalf, from and against all claims, demands, proceedings, actions, damages, losses, deficiencies, judgments, payments, awards, costs, expenses, debts, liabilities, and obligations (including reasonable internal and external attorneys’ and accountants’ fees and expenses), (collectively, Claims), resulting from or arising out of your breach of these Term, Restrictions, or any Supplier Terms, the acts or omissions of you or any of your authorized representatives or Invitees, and any third party claims arising from the use of your trademarks in accordance with these Terms. You shall not agree to settle any Claim that would impose liability on Pax8 or include any express or implied admission by Pax8 without Pax8’s prior written consent. This section (and any section that, by its nature, should) will survive any termination or expiration of this Program.

End.