Terms
Pax8 Partner Terms
1. Introduction.
Welcome to Pax8. We are so glad you want to be a Pax8 Partner.
The Pax8 Marketplace is the leading cloud commerce marketplace for business software, where our Partners buy, sell and manage best-in-class technology products and services (Marketplace Products for short) for small and midsize business customers.
These Pax8 Partner Terms set out your rights and responsibilities as a Pax8 Partner and apply to your use of the Pax8 Marketplace and any Marketplace Products. By becoming a Pax8 Partner, you are agreeing to these Pax8 Partner Terms and any other terms applicable to you (more on that below).
2. Pax8 Voyager Alliance.
Pax8 Voyager Alliance is our Partner program. All Partners are automatically enrolled in Pax8 Voyager Alliance.
3. Other Terms that May Apply.
There are many ways to transact in the Pax8 Marketplace. Below are some of the other rules that may apply to you depending on how you use the Pax8 Marketplace and on what you buy from Pax8. We refer to the Pax8 Partner Terms, our Privacy Notice and these other rules collectively as the Terms. Additional terms are available on our website.
a. Specific Product Terms. As a Partner you are responsible for ensuring that you and your customers comply with any specific terms of use that relate to the Marketplace Products provided by third-party vendors. Pax8 is not party to any third-party product terms; those agreements are solely between you and the vendor.
b. Pax8 Direct Customer Terms. If you are purchasing Marketplace Products for your own internal use, these terms apply to you. You can read them here.
c. Pax8 Vendor Terms. If you are a third-party vendor selling your products or services in our marketplace, these terms apply to you. You can read them here.
d. Pax8 Professional Services Terms. If you purchase services supplied by Pax8, these terms apply to you. You can read them here. Please note that separate terms may apply to support services.
4. Your Account.
To become a Pax8 Partner you need to complete the sign-up form and create an account with Pax8 that is associated with a valid email address and a valid form of payment.
Make sure you provide accurate information about your account and your business. We may conduct a credit check, sanctions check, and/or other background check as part of the verification process. We can also reject a request to establish an account for any reason and can suspend your account or access to the Pax8 Marketplace.
You are solely responsible for (i) maintaining the confidentiality and security of your account login and password, and (ii) all activities that occur in connection with your account, regardless of whether the activities are authorized by your or undertaken by you, your employees or a third party You must notify Pax8 immediately of any unauthorized use of your account, or any other actual or potential breach of security. You acknowledge and agree that we are not responsible or liable for unauthorized access to your account, except to the extent caused by our breach.
5. Your Rights and Responsibilities.
As a Partner you are granted the right to promote, resell, and provide Marketplace Products to your customers for their internal business use, in the permitted territories listed on our website. Your customers may not resell or further distribute Marketplace Products.
We will provide login credentials and instructions for accessing the Pax8 Marketplace. You may only allow your employees, consultants, or independent contractors to access your account and the Pax8 Marketplace, you may also provide limited access for your active customers. You must ensure that login credentials are kept secure at all times. You must notify us immediately of any unauthorized use of your account or security breaches. Pax8 disclaims all liability for any unauthorized activity in your account.
You are solely responsible for any non-Marketplace Products that you sell to or incorporate into your services to your customers, including when we provide functionality for you to include them in quotes. We shall not be responsible for the supply, licensing, provisioning or support of non-Marketplace Products.
You are also responsible for ensuring that your customers comply with our and any third-party vendor product terms when they access or use the Pax8 Marketplace or Marketplace Products.
6. Quoting and Ordering.
You are solely responsible for all quoting and ordering for your customers through the Pax8 Marketplace, including ensuring that orders are accurate and are correctly submitted. We shall not be liable for any costs or losses resulting from inaccurate, incorrect or incomplete orders, or any delays or failures by you in submitting orders or renewals.
We reserve the right to reject any orders or renewals in our sole discretion. We may discontinue or reduce the availability of any or all Marketplace Products upon 30 days’ notice.
7. Fees, Billing and Payment Terms.
a. Fees. You can find the fees for Marketplace Products in the Pax8 Marketplace. Pax8 Voyager Alliance may specify other fees applicable to Partners. We will provide you with thirty (30) days’ notice of any increase in fees. We reserve the right to decrease fees without advance notice. We may suggest retail prices for the Marketplace Products, but you are solely responsible and liable for the pricing you set for your customers.
b. Customer Billing. Your payment obligations to us must be satisfied regardless of your customers’ billing or collections status. Unless you are using our billing service, you are solely responsible for billing your customers. You will provide any reasonably requested information to enable us to provide accurate billing, including customer details and usage.
c. Billing. We will invoice you monthly for new subscriptions, recurring fees, non-recurring fees, and any fees for purchase or use of Marketplace Products not previously billed. Payments are due as specified on the invoice, subject to the terms of Pax8 Voyager Alliance, unless expressly agreed otherwise.
d. Payment Method and Payment Terms. You must provide and maintain a valid payment method. We will charge your payment method automatically when a payment is due. Credit card payments may incur a surcharge. Payment Terms may vary as specified by Pax8 Voyager Alliance or by Pax8 in an email or announced on the Pax8 Marketplace.
e. Billing Disputes. Disputes must be raised within 30 days of the invoice date by submitting a support ticket with the invoice number and explanation of the discrepancy. Any disputes must be based on reasonable grounds. Unreasonable disputes shall be subject to the original due date.
f. Past Due Amounts. If you fail to pay any undisputed amounts within 15 days of the due date, we may suspend or terminate your account and cease accepting new orders. We may charge 1.5% interest per month on past due amounts, or the highest rate permitted by law. You are responsible for all collection and legal fees related to payment defaults.
g. Taxes. All fees are exclusive of taxes. We may include applicable taxes on invoices unless you provide a valid exemption certificate. You are liable for any taxes due and must indemnify us against any tax obligations.
8. Term and Termination.
a. Term. Our Terms are effective upon your appointment as a Partner and continue until terminated. You are also liable for any minimum subscription terms that apply to any of the Marketplace Products, which will auto-renew unless otherwise specified or are terminated prior to renewal.
b. Termination for Breach. Either party may terminate these Terms if the other party breaches a material term or condition and fails to cure the breach within 15 days of written notice specifying the breach.
c. Termination for Insolvency. We may terminate your account if we reasonably believe you may become subject to bankruptcy or insolvency proceedings, direct control by a trustee, receiver, or similar authority, or are otherwise unable to pay your fees.
d. Immediate Termination. We may suspend or terminate your account, and/or terminate these Terms immediately if your account is used for deceptive, fraudulent, or illegal activity, you violate confidentiality obligations, you violate our intellectual property usage terms, you are abusive to our employees, or if required by law.
e. Effect of Termination. Upon termination:
• Your appointment as a Partner and your access to the Pax8 Marketplace will terminate, and you will immediately cease all marketing, promotion, and resale of Marketplace Products.
• You remain liable for all fees owed to us, including ongoing fees relating to any remaining subscription terms that cannot be terminated early.
• If we terminate due to your failure to pay fees or your insolvency, you shall provide all assistance reasonably requested to enable the continuation of service to customers and mitigate our losses relating to subscription terms, including the effective transfer of your impacted customers to us or another Pax8 Partner.
• You agree to release, hold harmless, and indemnify us from all claims and liabilities relating to your revenue, reputation, financial forecasts, or economic value that may result from any permitted termination by us.
• Expiration or termination of these Terms will not relieve you from your obligations arising prior to such expiration or termination. Rights and obligations which by their nature would ordinarily be expected to survive the expiration or termination of these Terms will remain in effect after the termination or expiration of these Terms.
9. Data Usage.
You acknowledge and accept that we may use any data stored in or accessed through the Pax8 Marketplace, or otherwise collected by us, for our own internal business purposes, including for analysis, product development, product and service enhancements and for the purpose of creating and sharing insights, providing always that such publications do not include the unauthorised disclosures of confidential information.
We retain all rights to any aggregated, anonymized, or non-identifiable data collected or derived through the Pax8 Marketplace.
10. Proprietary Rights, Marketing Rights, and Trademark Usage.
All rights, title, and interest in Marketplace Products, the Pax8 Marketplace, and any marketing materials remain with Pax8 or the respective vendor.
As a Pax8 Partner you are granted a revokable, non-exclusive license to use Pax8 and vendor trademarks for advertising, promotion, and resale of Marketplace Products, subject to any applicable third-party vendor product terms. You must not modify, challenge, or use the trademarks in a misleading way or in any form that creates a new mark.
11. Compliance Obligations.
a. Applicable Law and Approvals. You must comply with all applicable laws and regulations, including all applicable anti-corruption and anti-bribery laws, such as the United State Foreign Corrupt Practices Act, U.K. Bribery Act 2010 and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
b. Export Restrictions. You must comply with all U.S. and foreign export and import laws. You must not market or resell the Marketplace Products to any party listed on U.S., UK or EU government prohibited lists or located in embargoed countries.
c. Conduct and Representation. You must not make false or misleading statements about Marketplace Products, Pax8, or any vendor. You must conduct business professionally and not offer warranties or representations on behalf of Pax8 or vendors.
12. Confidentiality and Data Privacy.
Confidential information does not include information that: becomes public through no fault of the receiving party; is known to the receiving party without confidentiality obligations; is independently developed without using the disclosing party’s information; or is lawfully obtained from a third party without confidentiality obligations. If required by law to disclose confidential information, the receiving party will notify the disclosing party promptly if legally permitted.
Each party is responsible for its own personal data as a data controller in its own right and shall comply with any applicable laws, including implementing effective technical and organisational measures to ensure the security of personal data and meeting its own obligations relating to the rights of data subjects. Each of us shall provide necessary and reasonable assistance to comply with such obligations. We will process personal data in accordance with our Privacy Notice.
Where we do process data on your behalf, we will do so in accordance with the Pax8 Data Processing Agreement.
13. Disclaimer of Warranties.
WE PROVIDE THE MARKETPLACE PRODUCTS, PAX8 MARKETPLACE, AND SERVICES “AS IS.” YOU AGREE TO USE, RESELL, OR DISTRIBUTE THEM AT YOUR OWN RISK. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT GUARANTEE THAT THE MARKETPLACE PRODUCTS, PAX8 MARKETPLACE, OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ACKNOWLEDGE THAT MARKETPLACE PRODUCTS ARE PROVIDED BY VENDORS WHOSE PERFORMANCE IS NOT GUARANTEED BY US. YOU ARE NOT AUTHORIZED TO MAKE ANY WARRANTIES ON BEHALF OF PAX8 OR ANY VENDOR AND ARE SOLELY RESPONSIBLE FOR ANY WARRANTIES YOU PROVIDE.
14. Indemnification.
You agree to indemnify, defend, and hold harmless Pax8 and our vendors from any claims, demands, expenses (including reasonable attorneys’ fees), or damages arising from your resale or distribution of Marketplace Products or from their use by you, your account users, or customers. This includes improper installation, software viruses introduced by you or your customers, violations of third-party vendor product terms, and unauthorized use or distribution of Marketplace Products. Both parties will promptly notify each other of any claims that require indemnification.
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15. Limitation of Liability.
Our total liability under these Terms is limited to the amount you paid in the two months before the event causing the liability. We are not liable for any indirect, punitive, special, incidental, or consequential damages, including loss of business, costs of substitute services, revenue, profits, use, data, or other economic advantage, regardless of the legal theory of liability, even if we were advised of the possibility of such damages.
16. Contracting Entity and Governing Law.
These Terms benefit Pax8, Inc., a Delaware company based in Denver, Colorado, and its subsidiaries and affiliates. You are entering into a contract with the Pax8 entity that corresponds to your account location in the table below. Your account location is determined by your tax registration or billing address. If you have a credit card with a different address, your account location is based on the credit card address. You agree to the governing law and exclusive jurisdiction of the courts based on your account location, in accordance with the table below.
| Partner Location | Governing Law and Jurisdiction | Pax8 Contracting Entity | Contact Details for Service | Mailing Address for Service |
| Americas and locations outside of EMEA and APAC | Colorado, USA | Pax8, Inc. | T: +1 855 884 7298 | 5500 S. Quebec St., Suite 350 Greenwood Village, CO, 80111, USA |
| Europe, Middle East, and Africa. | England and Wales | Pax8 UK, Ltd. | T: 0800 335 7298 | No. 2 The Distillery Glassfields 1 & 2 Avon Street Bristol BS2 0QH, United Kingdom |
| Asia Pacific, including Australia, New Zealand and ASEAN countries | Australia | Pax8 Australia Pty Ltd | T: +1 855 884 7298 | Level 1, 6 Riverside Quay Southbank, Victoria, Australia, 3006 |
17. Modification of Terms.
Pax8 may modify all or part of the Terms at any time by posting a revised version of the modified Terms on our website or any successor site or by notifying you via email. The modified Terms are effective upon posting or, if Pax8 notifies you by email, as stated in the email. By continuing as a Partner after a modification, you agree to be bound by the modified Terms. It is your responsibility to open and review email notifications about Terms updates and to check for updates on the Pax8 website. If you do not wish to accept the updated Terms you may terminate your Account in accordance with Section 8 above.
18. Miscellaneous Legal Stuff
The Terms, including the individual policies and terms and conditions that make up the Terms, supersede any other agreement between us. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms. We may notify you by posting on the Pax8 Marketplace or on our website, or by sending an email to your account address. Notices to us should be sent to [email protected] and the applicable postal address for your location specified in Section 16. Notices are effective upon the earliest of actual receipt, five days after mailing, or the day after sending by overnight courier. If a party cannot perform its obligations due to events beyond its control (for example, natural disasters, government actions), it must notify the other party and use reasonable efforts to resume performance. Payment obligations are not excused or suspended.
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