Pax8 Vendor Terms

These Pax8 Vendor Terms set out the terms and conditions that govern sellers in the Pax8 Marketplace. These Terms (defined below) are a legally binding contract between you and Pax8 and take effect (Effective Date) when you (Vendor, you, or your) accept and acknowledge these Terms (Acknowledgement). The Terms incorporate by reference the Pax8 Accelerate Program https://pax8.fyi/AccelerateGuide (Accelerate Program) and any other document, attachments, statements of work or other exhibits. All the above referenced documents (as may be updated from time to time) are collectively referred to as the Terms.

If you are an individual entering these Terms on behalf of an entity, you represent and warrant that you have the legal authority to bind that entity to these Terms and that the entity accepts these Terms. You agree and acknowledge that these Terms may be modified by Pax8 at its sole discretion by posting the updated terms to this site or a successor site. You should read these Terms carefully.

1. Definitions

1.1. Affiliate means any person or entity which directly or indirectly controls, is controlled by, or is under common control of a party; the term “control” as used herein shall mean the possession of the power to direct or cause the direction of the management and the policies of a person or entity, whether through the ownership of a majority of the outstanding voting rights, by contract or otherwise.

1.2. API means an application programming interface.

1.3. API Materials means Materials made available by Pax8 in connection with the Vendor Marketplace API, including APIs, documentation, specifications, software libraries, software development kits, and other supporting materials, regardless of format.

1.4. Marketplace means the proprietary cloud commerce marketplace developed by Pax8.

1.5. Materials means software, data, text, audio, video, images, or other content.

1.6. Pax8, us, we means the Pax8 entity which is a party to these Terms as determined by Section 17.

1.7. Pax8 Customer or Customer means a person or entity that purchases or may purchase from Pax8 or a Pax8 Partner, cloud-based or other products or services for its own internal use. As used herein, Customer refers to both company and its individual end users.

1.8. Pax8 Partner or Partner means an entity appointed, by separate agreement with Pax8, as an independent, non-exclusive authorized reseller of Pax8 products and services.

1.9. Permitted Use means a use of the Vendor Marketplace API solely in support of allowing you to integrate with the Marketplace.

1.10. Public Software means any software, documentation, or other material that contains, or is derived (in whole or in part) from any software, documentation, or other material that is distributed as free software, open source software (for example, Linux) or similar licensing or distribution models, including but not limited to software, documentation, or other material licensed or distributed under any of the following licensing or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (for example,  PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.

1.11. Territory means worldwide.

1.12. Vendor Marketplace API means any API offered by Pax8 for the purpose of allowing you to integrate with the Marketplace.

1.13. Vendor Products means the products and/or services provided by you.

1.14. Vendor Specific Terms means the license terms and conditions for specific Vendor Products.

2. Account Registration. To become a seller in the Marketplace, you must accept these Terms and complete the vendor onboarding process to establish an account (Vendor Account) with Pax8. Only parties that can lawfully enter and form contracts under applicable law may become a Pax8 vendor. As part of the vendor onboarding process, you must provide us with your (or your business’) legal name, address, phone number, and e-mail address, as well as any other information required by these Terms or that we may request.

3. License Grant.

3.1. Marketplace. Subject to these Terms, you grant to Pax8, and Pax8 accepts, a non-exclusive license in the Territory to use, promote, market, sublicense, resell, and distribute the Vendor Products and related documentation (Documentation) in the Marketplace, including all modifications, enhancements, upgrades, and new versions and releases thereof (Upgrades), or any component thereof (License Grant). These Terms do not in any way limit Pax8’s right to promote, market, license, resell or distribute any other product or service, including competing third-party products and services.

3.2. Sublicensing. Notwithstanding anything herein to the contrary, Pax8 may sublicense the Vendor Products to Customers and Partners, and Pax8 Partners may further sublicense the Vendor Products to Customers.

3.3. Vendor Specific Terms. You must provide a copy to Pax8 of any Vendor Specific Terms, and you are solely responsible for providing Pax8 and/or Partners, as applicable, any updates to or new versions of Vendor Specific Terms. Pax8 Partners and/or Pax8 Customers will be required to accept the Vendor Specific Terms prior to purchasing the Vendors Services in the Marketplace. Pax8 is not liable for enforcing the terms of the Vendor Specific Terms, and you will indemnify, defend, and hold Pax8 harmless against any claims, damages, costs, fees, or penalties incurred by Pax8 in connection with your breach of the Vendor Specific Terms.

4. Ordering.

4.1. Pax8 will place orders for Vendor Products directly with you using the Vendor Marketplace API.

5. Support; Training Materials; Dedicated CAM.

5.1. Technical Support. You shall be responsible for all technical support for the Vendor Products.

5.2. Sales Support. Pax8 will provide sales support in accordance with the terms of the Accelerate Program.

5.3. Internal Sales Training Materials. You shall provide Pax8 with sales training and materials. You shall also be responsible for providing periodic training on all Upgrades to appropriate Pax8 training personnel so that such Pax8 training personnel may train other Pax8 employees.

5.4. External Materials. Vendor shall provide Pax8 with Customer sales and technical support materials to provide to prospective Partners and Customers.

5.5. Billing and Provisioning Support. Pax8 is responsible for billing and provisioning support of Vendor Products through the Marketplace.

5.6. Dedicated CAM. On or by the Effective Date, you shall designate a Channel Account Manager (CAM) for Pax8. The CAM shall have primary responsibility for ensuring overall Pax8 success with respect to inclusion of the Vendor Products in the Marketplace and serve as Pax8’s point of contact for escalation of critical matters.

6. Upgrades and API.

6.1. Upgrades. You shall provide Pax8 with access to any Upgrades to the Vendor Products and shall use commercially reasonable efforts to incorporate new features, functionality or bug fixes that may be reasonably requested by Pax8, Pax8 Partners, or Customers.

6.2. Vendor Marketplace API.

6.2.1. General. Under these Terms, Pax8 is making available to you the Vendor Marketplace API and API Materials that permit your systems to interface with certain features and functionality in the Marketplace. Unless otherwise agreed in writing by the parties, you are required to utilize the Vendor Marketplace API to integrate with the Marketplace. You may use and access the Vendor Marketplace API and the API Materials only through the API(s) documented and communicated by Pax8 to you. Pax8 shall provide you with ninety (90) days prior notice of any API changes that may impact API-related processes between you and Pax8.

6.2.2. License Restrictions. You may not and may not authorize any other party to do any of the following with the Vendor Marketplace API or the API Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Vendor Marketplace API or any API Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; (h) access or use them for fraudulent or illegal activities or activities that violate these Terms or are otherwise harmful to Pax8 or (i) access them for any reason other than a Permitted Use. In addition, all licenses granted in these Terms are conditional on your continued compliance with these Terms and will immediately and automatically terminate if you do not comply with any term or condition of these Terms or if Pax8 otherwise terminates these Terms.

6.2.3. Updates. You agree and acknowledge that this Section 6.2 may be modified by Pax8 from time to time at its sole discretion. Pax8 will notify you of any such modifications.

7. Margins; Pricing; Changes; Taxes.

7.1. Margins. The margins for the Vendor Products are found in the hyperlink specified in the Acknowledgement (Margins). The Margins represent a discount percentage off the price a Pax8 Partner will pay for the Vendor Products within the Marketplace.

7.2. Pricing. Pricing for the Vendor Products charged by you to Pax8 must be equal to or lower than the pricing that you offer directly to Pax8 Partners and/or Customers. You shall provide the initial pricing for Vendor Products (Pricing) to Pax8 via [email protected]. Thereafter, Pricing will be found at the hyperlink specified in the Acknowledgement.

7.3. Changes. You must submit any proposed changes to the Vendor Products (for example, product name changes, new product SKUs, and Pricing changes (Changes) by sending the Changes to Pax8 via [email protected]. Your submission must include a proposed effective date for any Changes (Changes Effective Date). You shall submit the Changes to Pax8 at least ninety (90) days prior to the Changes Effective Date unless a shorter notice period is approved by Pax8 via email. Pax8 will reply via email to your Changes within fifteen (15) days either confirming the Changes Effective Date, or requesting further information needed to implement the Changes. You agree that any Pricing adjustments will be consistent with the original Margins.

7.4. Change of Channel. You must be able to support any of the following license transfers and must share any existing processes for such transfers with Pax8: (a) any Partner transfers of licenses from you to Pax8, and (b) any Customer requests to move Customer licenses from a non-Pax8 Partner to a Pax8 Partner.

7.5. Promotional Pricing. Special or promotional pricing (Promotional Pricing) may only be offered to your customers, including Pax8 Partners and/or Customers, with the written consent of Pax8. Promotional Pricing shall not violate this Section 7.

7.6. Taxes. Any fees charged or collected pursuant to these Terms are exclusive of all local, state, federal, and foreign taxes, levies, or duties of any nature (Taxes.) Pax8, Pax8 Partners, or Customers, are responsible for payment of any related Taxes, excluding United States taxes on your income.

7.8. No Amendments. If the procedures specified in this Section 7 are followed, no written amendment to these Terms shall be required for any Changes or for Promotional Pricing.

8. Billing and Payments.

8.1. Billing. You will invoice Pax8 by the third (3rd) business day of each calendar month for the Vendor Products that were ordered during the previous calendar month (Vendor Invoice). The Vendor Invoice shall be a single monthly invoice and must be in the same form as the sample invoice found at https://www.pax8nebula.com/m/3e9d42cf24e97d38/original/Vendor-Detailed-Billing.xlsx . The Vendor Invoice shall incorporate all data from the sample invoice including: (a) SKUs for each item; and (b) Partner and Customer level usage detail for each SKU. Any Vendor Invoice that does not comply with the requirements of this Section 8.1 shall be deemed out of compliance (Non-Compliant Invoice). Pax8 reserves the right to charge an administrative fee of 2.5% of the Vendor Invoice total if you issue three (3) or more consecutive Non-Compliant Invoices to Pax8.

8.2. Payments. Pax8 will remit payment to you for the undisputed portion of any Vendor Invoice within sixty (60) days of the Vendor Invoice date. Pax8 shall not be obligated to pay any charges for Vendor Products in a Non-Compliant Invoice.

8.3. Billing Issues and Disputes.

8.3.1. Invoice Corrections. If Pax8 receives a Non-Compliant Invoice, Pax8 may request a corrected invoice from you within forty-five (45) days of receipt of the Non-Complaint Invoice (Corrected Invoice). You shall submit the Corrected Invoice to Pax8 within fifteen (15) days of the date of Pax8’s request. Pax8 will have sixty (60) days from the Corrected Invoice date to remit payment.

8.3.2. Back Billing. You shall not invoice Pax8 for, and Pax8 shall not be obligated to pay, any charges for Vendor Products that are more than thirty (30) days old (Back Charges). If a Vendor Invoice contains Back Charges, the invoice shall be deemed a Non-Compliant Invoice.

8.3.3. Service Credits. If you owe Pax8 any service credits for outages or other service issues, Pax8 shall be permitted to apply the service credits against a Vendor Invoice.

8.3.4. Billing Disputes. If Pax8 in good faith disputes any part of a Vendor Invoice, Pax8 shall notify you of the dispute within sixty (60) days of the Vendor Invoice date. You will use commercially reasonable efforts to respond to the dispute within fifteen (15) days. Pax8 may withhold payment of the disputed amounts pending resolution of the dispute, and any such withholding of payment shall not be considered a breach of these Terms.

8.4. Customer Billing. Pax8 is solely responsible for billing Pax8 Partners and Customers and collecting payments. Pax8’s payment obligations to you are not contingent upon collection from Pax8’s Partners and Customers.

9. Term and Termination.

9.1. Term. The Terms shall apply to the parties until terminated by us or you as provided below (Term).

9.2. Termination.

9.2.1. Termination by You. You may terminate your Vendor Account or these Terms for convenience upon thirty (30) days written notice to us. You may terminate your Vendor Account or these Terms if Pax8 breaches any material term or condition of these Terms and the breach is not cured to your reasonable satisfaction within thirty (30) days of the written notice specifying the breach.

9.2.2. Termination by Us. We may terminate your Vendor Account or these Terms for convenience upon thirty (30) days written notice to you. We may suspend or terminate your Vendor Account or these Terms if we determine that (a) you have materially breached these Terms and failed to cure the breach to our reasonable satisfaction within thirty (30) days of the written notice specifying the breach, unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your Vendor Account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; or (c) we are required to do so by law.

9.2.3. Termination Notices. Any notice of termination sent in accordance with this Section 9.2 must conform to the requirements set forth in Section 17.4 of these Terms.

9.3. Effect of Termination.

9.3.1. General. Upon termination, a 12-month transition period shall begin (Transition Period). Unless otherwise agreed in writing, during the Transition Period:

(a) The License Grant will remain in effect for at least ninety (90) days following termination;

(b) The parties shall continue to be bound by these Terms with respect to any existing subscriptions;

(c) Pax8 will not submit any orders from new Customers to you; and

(d) You agree not to terminate service to any Pax8 Partner or Customer with an active subscription to any of the Vendor Products during the Transition Period.

9.3.2. Specific. If either Pax8 or Vendor terminates Vendor’s Account or these Terms for its convenience, Pax8 will refund to Vendor any market development fund money that has not been allocated to any Pax8 inventory items or events.

9.3.3. Payment Obligations. Termination does not relieve either party of any payment obligations incurred before the date of termination.

9.3.4. Survival. Rights and obligations that are of a continuing nature shall survive, including, without limitation, obligations related to proprietary information, indemnification, and limitation of liability.

10. Non-Solicitation.

10.1. During the Term and the Transition Period, you will not knowingly and without Pax8’s prior written consent, introduce, promote, or offer any alternative pricing, promotions, products, or services to Pax8 Partners and/or Customers that are not available through the Marketplace.

10.2. The non-solicitation provision set forth in Section 10.1  shall not be apply to any Pax8 Partner or Customer that was referred to Pax8 by you or that was a Customer of yours prior to the Effective Date.

10.3. UponPax8’s request, which request shall not be made more than once per quarter, you shall provide Pax8 with a list of all Pax8 Partners and Customers that transferred any active subscriptions from Pax8 to you. The parties shall meet and confer as necessary to discuss any potential business impact due to any violations of this Section 10 and remedies for such violations.

11. Launch Package, Marketing; Press Releases; and Marks.

11.1. Launch Package. You are responsible for payment of the Launch Package fee specified in the Acknowledgement (Launch Fee). Pax8 will invoice you for the Launch Fee within thirty (30) days of the date when the Vendor Products are available on the Marketplace, and you shall pay the Launch Fee within thirty (30) days of receipt of Pax8’s invoice.

11.2. Marketing Materials. You will make available to Pax8 any marketing materials including, but not limited to, user manuals, training materials, Documentation, and other materials describing the Vendor Products (Marketing Materials). During the Term, you hereby grant Pax8 a non-exclusive, non-transferable, right and license to use, reproduce, co-brand, and distribute the Marketing Materials for the purpose of promoting, marketing, and providing the Vendor Products to current and prospective Partners and Customers. Pax8 may also develop its own promotional materials for the Vendor Products.

11.3. Press Releases. Prior to issuing a press release, a party must obtain the non-issuing party’s prior written consent, which may not be unreasonably conditioned, delayed or withheld.

11.4. Marks. Marks means all names, marks, logos, designs, trade dress and other brand designations used by the parties in connection with their respective products and services. You hereby grant Pax8 a license to use the Vendor Marks in Pax8’s sole reasonable discretion, and solely in connection with Pax8’s advertising, promotion, and distribution of the Vendor Products. The parties acquire no right, title, or interest in each other’s Marks other than the foregoing limited license.

12. Confidential Information.

12.1. Confidential Information. Confidential Information means information that is disclosed or otherwise made available by either party under these Terms, or to which the other party has access under these Terms, that the receiving party knows or should reasonably be expected to know is proprietary or confidential. It does not include information that later becomes publicly available through no fault of the receiving party or that was or later is rightfully developed or obtained by the receiving party from independent sources free from any duty of confidentiality.

12.2. The Receiving Party’s Obligations.

12.2.1. A party receiving Confidential Information will restrict its use to purposes necessary for the performance of the receiving party’s obligations or the exercise of the receiving party’s rights under these Terms. During the Term and thereafter, the receiving party will safeguard against the disclosure of the Confidential Information to third parties using the same degree of care to prevent disclosure as it uses to protect its own information of like importance, but at least reasonable care. The receiving party will limit disclosures of Confidential Information to its employees and professional advisors necessary to carry out these Terms. The receiving party will inform such individuals of the limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information imposed by these Terms and will be responsible for any breach.

12.2.2. Except as expressly authorized by these Terms, the receiving party will not use, make, or have made any copies of Confidential Information, in whole or in part, without the prior written authorization of the disclosing party. The receiving party will notify the disclosing party immediately after learning of or having reason to suspect any breach of this Section 12. In the event that the receiving party is required to disclose Confidential Information pursuant to law, to the extent permitted by law, the receiving party will notify the disclosing party of the required disclosure with sufficient time for the disclosing party to seek relief, will cooperate with the disclosing party in taking appropriate protective measures, and will make such disclosure in a fashion that maximizes protection of the Confidential Information from further disclosure.

12.2.3. Nothing in these Terms shall prevent Pax8 from using data that it collects, has access to or otherwise uses during the Term for its own internal purposes, including for analysis, product development, product, and service enhancements and for the purpose of creating and sharing insights within its marketing, platform, or other public facing material providing always that such publications do not include Confidential Information or otherwise identify you. Pax8 shall retain all title to any aggregated, anonymized, or non-identifiable data collected or derived hereunder.

13. Data Protection and Security.

13.1. Compliance. Each party shall always comply with its respective obligations under all applicable data protection laws and legislation in relation to all personal data that is processed by it while performing its obligations under these Terms, including by maintaining a valid and up to date registration, notification or other filings under applicable data protection laws and legislation.

13.2. Cooperation. You agree that, if new laws and legislation apply in the field of data protection, you will fully cooperate to ensure strict compliance with such new laws and legislation, including entering into data protection agreements, as reasonably requested by Pax8.

13.3. Use. Each party acknowledges and agrees that it acts as a controller in its own right in relation to any personal data that it may collect, access or process during its fulfillment these Terms. Each party will process personal data in accordance with all applicable privacy and data protection laws and will implement and always maintain appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration, and disclosure. Each party shall be solely responsible for meeting its own respective obligations under applicable laws, particularly regarding the handling of any consumer or data subject rights. Without prejudice to the foregoing, the parties agree to provide commercially reasonable assistance to the other party in respect of any obligations under privacy and data protection legislation. If either party processes personal data on behalf of the other, Pax8 will abide by the data processing agreement (DPA) found at https://www.pax8.com/en-us/terms/.

13.4. Liability for Breach. EXCEPT AS SET FORTH HEREIN, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR DAMAGES DUE TO THE OTHER PARTY’S VIOLATION OR BREACH OF DATA PRIVACY LAWS OR OF SUCH OTHER PARTY’S OWN DATA PROTECTION PRIVACY POLICIES AND DATA SAFEGUARDS.

 14. Warranties.

14.1. Infringement Warranty. You warrant that the Vendor Products do not infringe upon any United States patent, copyright, trade secret, or other proprietary right of a third party.

14.2. Performance Warranty. You warrant that throughout the Term, the Vendor Products will perform substantially in accordance with the Documentation, and that the functionality of the Vendor Products will not be materially decreased.

14.3. Compliance with Laws. Each party represents and warrants that it will comply with all applicable laws and regulations in the performance of these Terms, including without limitation export, anti-money laundering and anti-bribery laws.

14.4. Disclaimer. Except as expressly provided in these Terms, Vendor Products are provided “as is,” and you disclaim all warranties, express or implied, including, but not limited to, any warranties of merchantability or fitness for a particular purpose. you DO not represent or warrant that the Vendor Products will be uninterrupted or error-free, or that the Vendor Products will meet Pax8’s requirements or the requirements of Pax8’s Partners or Customers. 

15. Indemnification.

15.1. Vendor Performance and Infringement Indemnity. You will indemnify, defend and hold harmless Pax8 from and against any proceedings, claims, demands, expenses (including reasonable attorneys’ fees) or damages of any nature arising out of or in connection with a third party claim incurred by Pax8: (a) based on your breach of your end user terms (including warranties, SLAs and other end user obligations) that you makes available to a Customer; and (ii) that any use of the Vendor Products infringes a patent, copyright, Mark, service mark, trade dress or other common law trade identity right of any third party. If a claim of infringement is made or threatened, you may, at your option: (i) replace or modify the Vendor Products to render them non-infringing; (ii) secure for Pax8 and/or the affected Partners or Customers the right to use the Vendor Products; or (iii) terminate these Terms in accordance with this Section 15 and Section 9 . You shall pay to Pax8 any damages awarded against Pax8 to the extent based on such a claim, regardless of the form of award (and specifically including any award of attorneys’ fees or costs).

15.2. Data Protection and Security Indemnity. You shall indemnify and hold Pax8 harmless against any and all claims (including reasonable attorneys’ fees) arising from, or in connection with, or based on allegations of, any of the following: (a) any violation of the requirements of Section 13; (b) any negligence or willful misconduct by you or any third party to whom you provide access to personal data, with respect to security or confidentiality of personal information, (c) remedial action taken by Pax8 as a result of your breach of Section 13; and (d) any other costs incurred by Pax8 with respect to Pax8’s rights under Section 13.

15.3. General Indemnity. Each party shall indemnify, defend, and hold harmless the other from and against any proceedings, claims, demands, expenses (including reasonable attorneys’ fees) or damages of any nature arising out of or alleged to have been caused by their respective gross negligence, willful misconduct, or misrepresentations.

15.4. Additional Obligations Regarding Indemnification. Each party will provide the other party with prompt written notice of any claim, demand, or action for which it is seeking or may seek indemnification hereunder. The indemnifying party will have the right to control the defense; provided that, it will: (a) keep the indemnified party fully informed concerning the status of any litigation, negotiations or settlements of any such claim, demand or action; and (b) allow the indemnified party, at its own expense, to participate in such litigation, negotiations and settlements with counsel of its own choosing; and provided further that, the indemnifying party will not have the right to settle any claim without the indemnified party’s written consent if such settlement arises from or is part of any criminal action, suit or proceeding, or contains a stipulation to, or an admission or acknowledgement of, any wrongdoing (whether in tort or otherwise) on the part of the indemnified party.

16. Limitation of Liability.

16.1. Limitation of Liability. Except with respect to its indemnification obligations or violation of applicable law, each party’s per claim liability shall be limited to proven direct damages not to exceed an amount equal to the total payments paid or payable to you for the applicable service during the twelve (12) months preceding the event giving rise to the liability at issue.

16.2. No Consequential Damages. Except for the parties’ indemnification obligations or violation of applicable law, neither party will be liable to the other for any indirect, incidental, consequential, punitive, exemplary, reliance, or special damages, including without limitation damages for lost profits, advantage, savings, or revenues of any kind, or increased cost of operations, even if such party has been advised of the possibility of such damages.

17. Contracting Entity, Governing Law, and Notices.

17.1. These Terms shall inure to the benefit of Pax8 Inc, a Delaware company based in Colorado, on behalf of itself, its subsidiaries, and affiliates.

17.2. Contracting Entity. The Pax8 contracting entity will be based on the geographic region where your principal business address is located in accordance with Table 1

17.3. Governing Law. The parties agree to the governing law, without regard conflicts of law rules, and to the exclusive jurisdiction of the applicable courts, as determined by the geographic region where your principal business address is located, in accordance with Table 1 The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms.

17.4. Notices. Any notice required or permitted to be given under these Terms shall specifically refer to these Terms.

17.4.1. Except as otherwise stated in these Terms, notices to Pax8 shall be mailed to the respective Pax8 entity set forth in Table 1 below based on the geographic region in which your principal business address is located, providing always that a copy is also sent to [email protected].

17.4.2. You accept that communications from Pax8 may be electronic and agree that all electronic communications that Pax8 provides to you are acceptable and effective as notice. As such, Pax8 may notify you by posting a notice on the Pax8 website (which shall be effective upon posting) or sending a message to your email address registered with Pax8 which shall be effective upon sending. It is your responsibility to keep the your email address with Pax8 current.

17.4.3. Notices shall be effective upon the earliest of: (i) receipt by the party to which notice is given; (ii) on the fifth (5^th) day following mailing, or (iii) on the day after sending such notice by overnight courier, or (iv) as stated in Section 17.4.2.