Pax8 Professional Services

Pax8 makes various professional services (“Services”) available for purchase by Partners. These Pax8 Professional Services Terms (“Terms”) set forth the terms and conditions that govern a Partner’s access to and use of the Services. Only a verified and appointed Partner that has accepted the Pax8 Partner Terms located at https://www.pax8.com/en-us/terms/ (“Pax8 Partner Terms”) and entered into a statement of work (“SOW”) with Pax8 may purchase Services under these Terms. Partner’s entry into a SOW with Pax8 constitutes agreement to and acceptance of these Terms, and acknowledgement that these Terms may be modified by Pax8 from time to time at its sole discretion by posting the updated Terms to this or a successor site.

“Pax8” means the contracting entity specified in section 18.1 of these terms. “Partner” means the entity specified in a SOW as the partner. These Terms refer to each of Pax8 and Partner as a “Party” and jointly refers to them as the “Parties”.

1. Services Scope. Pax8 will provide Partner with Services as set forth in one or more mutually agreed to and signed SOWs. Pax8 will provide the Services that Partner purchases to Partner and/or an end customer of Partner (“Customer”) in accordance with the description of Services set forth in the applicable SOW and/or on the Pax8 Marketplace.

2. SOW. These Terms do not establish any agreement on their own and only a fully executed and delivered SOW that explicitly incorporates these Terms by reference establishes a binding agreement between the Parties. Changes or amendments to an SOW must be agreed to by both parties via email or in a written change order.

3. Third Party Software. The SOW will specify whether Partner is responsible for purchasing licenses for any third-party software that is required in connection with the Services. Use of any third-party software will be subject to the terms of the applicable third-party license agreement, and Pax8 provides no warranties and will have no liability in connection with Partner’s or any other party’s use of such third-party software.

4. Term and Termination.

4.1. Effective Date. Each SOW will commence on the date that the SOW identifies as the effective date, or if the SOW does not indicate such date, the date on which the last Party required to sign the SOW affixes their signature (“Effective Date”).

4.2. Term. Unless terminated earlier, each SOW will remain in effect from the Effective Date until the date that SOW identifies as the expiration date, or if the SOW does not indicate such date until the earlier of (a) the date that is six (6) months from the Effective Date or (b) the date on which Pax8 completes delivery of the Services (“Term”).

4.3. Delivery Timeline. Pax8 will only provide the Services during the Term. The Parties will work together to effect the delivery of the Services on the timeline specified in the SOW.

4.4. Suspension. Pax8 may suspend the Services without liability if the Partner is in default of any of its obligations to Pax8 or any of its affiliates under these terms, a SOW and/or the Pax8 Partner Terms.

4.5. Offensive Behavior. Pax8 may terminate any or all SOWs if (a) the Partner, or a Partner representative, continuously engages in offensive behavior, as reasonably determined by Pax8, toward any Pax8 employee or consultant; and (b) the Partner fails to stop such offensive behavior within five (5) days after the Customer’s receipt of written notice (email is sufficient) outlining the nature and occurrence of such behavior.

4.6. Accrued Liability. Termination of a SOW will not release the Parties from any liability that, at the time of termination, has already accrued or that thereafter may accrue with respect to any act or omission before termination.

4.7. Expiration. Pax8 reserves the right to terminate any SOW upon ten (10) days’ written notice to the Partner if the Partner has not utilized any Services purchased thereunder within the past six (6) months prior to the date of such notice. The Partner agrees that upon such termination, Pax8 is entitled to retain and recognize all amounts paid for Services under the SOW.

4.8. For Breach. Either Party may terminate a SOW (a) in the event of a material breach of these Terms or a SOW by the other party that is not cured within thirty (30) days of written notice thereof from the other party or (b) immediately in the event of an incurable, material breach.

4.9. Effect of Termination. If a SOW is terminated or expires, then the following sections of these Terms will survive such termination or expiration: Sections 5 (Pricing and Payment), 8 (Warranties, Disclaimers and Limitations), 9 (Intellectual Property), 10 (Confidentiality), 13 (Compliance with Applicable Laws), 14 (Export Restrictions), 15 (Non-Solicitation) and 18 (Miscellaneous), and the obligation to pay any undisputed unpaid fees owed will survive such termination. In addition to the foregoing, any pre-paid but unused fees shall be refunded to Partner and any of Partner Data (as defined below) shall be returned to Customer, both within fourteen (14) days of the effective date of termination or expiration of a SOW.

5. Pricing and Payment.

5.1. Pricing. The SOW will specify the fees and expenses that the Partner will pay to Pax8 for the Services. The Partner will pay Pax8 the amounts specified in the SOW, which Pax8 will invoice in accordance with the payment schedule set forth in the SOW. The fees that the SOW specifies are due and payable within thirty (30) days from the date of the invoice. In its sole discretion, Pax8 may assess a late payment interest charge against unpaid invoices at the lesser of (a) one and half percent (1.5%) per month, or (b) the maximum rate permitted by applicable law. All payments are non-refundable and all purchase orders the Partner issues to Pax8, if any, are non-cancelable. Pax8 may suspend all work under all active SOWs in the event any invoice is not paid in full within ten (10) days from the due date of the invoice.

5.2. Travel Expenses. If Pax8 agrees in a SOW to onsite visits, trainings, or any other Services that require travel, Pax8 will provide to the Partner an estimate of the expenses associated with such onsite Services (“Expenses”) and will obtain the Customer’s express written consent to the Expenses in advance of incurring them. The Partner agrees to reimburse Pax8 for approved Expenses within thirty (30) days of Pax8 incurring them, regardless of when an invoice is issued.

5.3. Taxes. Pax8’s prices do not include any national, state or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees that Pax8 may be required to pay or collect upon the sale or delivery of the Services or upon collection of the sales price, including without limitation, PIS/COFINS, ISS, CIDE, and import duty. If there is any tax or levy, the Partner agrees to pay such tax or levy and indemnify Pax8 for any claim for such tax or levy demanded including penalties and interest. For any sales tax for which the Partner has an exemption, the Partner agrees to provide Pax8 with appropriate resale or tax exemption certificate numbers and other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any such taxes or fees. If the Partner is required to withhold taxes from the amounts payable by the Customer, the Partner will gross up the amounts payable by the Partner so that Pax8 receives the amount due, after reduction for such legally required withholding taxes.

6. Project Management.

6.1. Project Manager. The Pax8 project manager for each SOW (“Project Manager”) will be assigned in the SOW or via email after the SOW is executed. The Project Manager is the Customer’s primary contact at Pax8 under each SOW. At any point during the Term, Pax8 may temporarily or permanently replace the Project Manager with a person of skill and experience required to fulfill this role. In such an event Pax8 will communicate the name, email, and phone contact information of the replacement Project Manager to the Customer.

6.2. Primary Contact. Each SOW will also specify the primary contact person to represent the Partner for all activities and decisions related to the SOW (“Primary Contact”). The Primary Contact will at least be responsible for acting as primary management interface with Project Manager, project planning, project team and role definition, and the integration of Pax8 deliverables into the master project plan. The Partner must notify Pax8 in writing if it changes the Primary Contact.

7. Services Delivery.

7.1. Remote or Online Delivery. Pax8 will provide the Services remotely unless the SOW explicitly states otherwise. If Pax8 agrees to onsite delivery of Services in a SOW, Pax8 will only perform such onsite delivery subject to (a) the Partner agreeing to the additional fees covering the travel expenses of Pax8 personnel performing onsite delivery, and (b) Pax8 and the Partner mutually agreeing on a schedule for such onsite delivery. Otherwise Pax8 will provide such Services remotely via internet, web conference, telephone or instant messenger.

7.2. Language. Unless another language is specified in the SOW, Pax8 will deliver the Services in English.

7.3. Business Hours. Pax8 will provide the Services during its normal business hours in the region in which the Partner is located, unless specified otherwise in the SOW.

7.4. Customer’s Obligations. Pax8 will have no obligation to perform any Services unless the Customer: (a) assigns a Primary Contact; (b) copies the Project Manager on all written and email communication between the Partner and Pax8; (c) delivers or forwards any scope-related questions or requests to the Project Manager; (d) provides timely access to all information requested by Pax8 for matters related to the Services, (e) provides to Pax8 any additional information together with any assistance required for the performance of Services, as Pax8 may reasonably request from time to time and (f) complies with all Partner obligations set forth in the SOW.

7.5. Delivery and Acceptance. The Services are deemed accepted by the Partner unless the Partner objects by providing written notice to Pax8 within five (5) calendar days of delivery. Such notice must substantiate and specifically note any deficiency in the provision of Services in reasonably sufficient detail to allow Pax8 to determine the existence and extent of any deficiency in Pax8’s delivery of the Services. Delivery for the purposes of this Section 7.5 is deemed to occur when Pax8 provides notice to the Partner (email sufficient) that the Services have been completed.

7.6. Cancellation. The parties agree that once Partner and Pax8 have scheduled a specific time during which Pax8 will provide Services under a SOW, Partner will be obligated to pay Pax8 for such Services as if Pax8 had performed such Services on the date scheduled and any related travel and living expenses to the extent such travel and living expenses are non-refundable, unless Partner has notified Pax8 that Partner would like to reschedule or cancel the provision of such Services at least fifteen (15) days prior to the date which Pax8 is scheduled to perform such Services.

8. Warranties, Disclaimers and Limitations.

8.1. Pax8 Warranty. Pax8 warrants to Partner that, for the period beginning on the Effective Date of the applicable SOW and continuing for sixty (60) days after the completion of Services pursuant to that SOW, Pax8 will render all Professional Services under such SOW with reasonable care and skill and that the Services shall materially conform with the specifications related thereto set forth in the applicable SOW. If Partner notifies Pax8 within the warranty period of a breach of the foregoing warranties, Pax8 will re-perform such Services in compliance with the foregoing warranty. If despite its reasonable efforts, Pax8 is unable to provide Partner with Services in compliance with the foregoing warranties, then, subject to the limitations of liability set forth in these Terms, Partner may pursue its remedy at law to recover direct damages resulting from the breach of these limited warranties. These remedies are exclusive and are in lieu of all other remedies, and Pax8’s sole obligations for breach of these limited warranties are contained in this Section 8.1.

8.2. Partner Warranty. Partner warrants that where it has disclosed to Pax8 electronic data and information submitted by or collected and processed by or for Partner using the Services (“Partner Data”) Partner has obtained the prior consent of all relevant third party individuals for Pax8 and its authorized agents, contractors, representatives and vendors to collect, use and disclose Partner Data for all purposes relevant to these Terms, the Services, and/or a SOW in accordance with any applicable laws, regulations and/or guidelines. Partner further warrants that it has and shall maintain all appropriate consents, permissions and/or licenses (including from all relevant third parties) to enable Pax8 to perform the Services.

8.3. Disclaimer of Warranties. The limited warranties in Section 8.1 are made to Partner exclusively and are in lieu of all other warranties. PAX8 MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO ANY SERVICES PROVIDED UNDER A SOW, IN WHOLE OR IN PART. PAX8 EXPLICITLY DISCLAIMS ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. PAX8 EXPRESSLY DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.

8.4. Limitations of Liability. The cumulative liability of Pax8 to the Partner for all claims arising from or relating to any SOW will be a maximum of the fees paid to Pax8 by the Partner under that SOW during the six (6) months immediately preceding the event which gave rise to the claim. In no event will Pax8 or its licensors or suppliers be liable to the Partner for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, costs of delay, any failure of delivery, business interruption, costs of lost or damaged data or documentation or liabilities to third parties arising from any source, even if Pax8 has been advised of the possibility of such damages.

8.5. Essential Basis of the Bargain. The disclaimers, exclusions and limitations of liability set forth in these Terms form an essential basis of the bargain between the Parties and absent any of such disclaimers, exclusions or limitations of liability, the provisions of the SOW and these Terms, including without limitation, the economic terms, would be substantially different.

9. Intellectual Property.

9.1. Background IP. Partner owns all rights, title and interest in Customer’s Background IP. Pax8 owns all rights, title and interest in Pax8’s Background IP. Partner grants Pax8 a license to use Customer’s Background IP to provide the Services (with a right to sublicense to Pax8 Affiliates and subcontractors). Except for the license rights under Sections 9.2 (Pax8 Technology) and 9.3 (Deliverables), neither party will acquire any right, title, or interest in or to the other party’s Background IP under the Agreement.

a. “Background IP” means all Intellectual Property owned or licensed by a party (a) before the Effective Date of the applicable Order Form or (b) independent of the Services.

b. “Intellectual Property” or “IP” means anything protectable by an Intellectual Property Right.

c. “Intellectual Property Right(s)” means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

9.2. Pax8 Technology. Pax8 owns all rights, title and interest in: (a) Pax8 Background IP, (b) all Intellectual Property and know-how applicable to Pax8 products and services, and (c) tools, code, algorithms, modules, materials, documentation, reports and technology developed in connection with the Services that have general application to Pax8’s other customers, including derivatives of and improvements to Pax8’s Background IP (collectively, “Pax8 Technology”). Pax8 Technology does not include Partner Background IP or Partner Confidential Information. To the extent Pax8 Technology is incorporated into Services or Deliverables, Pax8 grants Partner a limited, worldwide, non-exclusive, perpetual, non-transferable license to use the Pax8 Technology in connection with the Deliverables for Customer’s internal business purposes.

9.3. Deliverables. Pax8 grants Partner a limited, worldwide, non-exclusive, perpetual, non-transferable license to use, reproduce and modify work product created specifically for Partner by Pax8 as part of the Services and specified as Deliverables in a SOW (“Deliverables”) for Customer’s internal business purposes.

9.4. Feedback. At its option, Partner may provide feedback and suggestions about the Services to Pax8 (“Feedback”). If Partner provides Feedback, then Pax8 and its Affiliates may use that Feedback without restriction and without obligation to Customer.

9.5. No exclusivity. Partner acknowledges that Pax8 provides Services to other partners and customers of Pax8 and agrees that nothing in these Terms will be deemed or construed to prevent Pax8 from carrying on such business.

10. Confidentiality.

10.1. Confidentiality Obligations. Subject to Section 10.2 (Disclosure of Confidential Information), the recipient will use the other party’s Confidential Information only to exercise its rights and fulfill its obligations under the Agreement. The recipient will use reasonable care to protect against disclosure of the other party’s Confidential Information to parties other than the recipient’s employees, Affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The recipient will ensure that its Representatives are also subject to the same non-disclosure and use obligations.

10.2. Disclosure of Confidential Information.

a. General. Regardless of any other provision in the Agreement, the recipient and its Representatives may disclose the other party’s Confidential Information (i) with the other party’s written consent or (ii) in accordance with a Legal Process request, subject to Section 10.2(b) (“Legal Process Notification”).

b. Legal Process Notification. The recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s Confidential Information in accordance with Legal Process. Notice is not required before disclosure if the recipient is informed that (i) it is legally prohibited from giving notice or (ii) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury.

c. Opposition. The recipient will, and will ensure that its Delegates will, if permitted by law, comply with the other party’s reasonable requests to oppose disclosure of its Confidential Information.

10.3. “Confidential Information” means information that one party (or an affiliate) discloses to the other party under the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Confidential Information does not include information that is independently developed by the recipient, is shared with the recipient by a third party without confidentiality obligations, or is or becomes public through no fault of the recipient.

10.4. Marketing and Publicity. Each party may use the other party’s trade names, trademarks, logos, domain names, and other distinctive brand features (“Brand Features”) in connection with the SOW as permitted in the SOW. Partner may state publicly that it is a Pax8 Partner and display Pax8 Brand Features in accordance with Pax8’s trademark guidelines. Additionally, with prior written consent, the parties may engage in joint marketing activities such as testimonials, press engagements, public speaking events, and analyst interviews. A party may revoke the other party’s right to use its Brand Features with 30 days’ written notice. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.

10.5. Trademarks. Except as stated in Section 10.2, no rights or licenses are granted by these Terms or any SOW, expressly or by implication, to use any Pax8 or third-party trademarks or trade names, or any similar name or mark.

11. Data Privacy and Security.

11.1. Personal Data. For purposes of these Terms, “Personal Data” means personal data that: (a) has the meaning given to it in: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“EU GDPR”); or (ii) the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force (“UK GDPR”), as applicable; and (b) would cause Pax8 to be subject to the EU GDPR or the UK GDPR (as applicable) as a data processor for Customer. Each Party acknowledges and agrees that it each acts as a data controller in its own right in relation to any Personal Data that it may collect, access or process during its fulfillment of 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 responsible for meeting its own 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.

11.2. Compliance with Data Privacy Laws. Each Party shall always comply with its respective obligations under all applicable laws relating to data privacy while performing its obligations under these Terms. Partner agrees that, if new laws and legislation apply in the field of data protection, it will fully cooperate to ensure strict compliance with such new laws and legislation, including entering into data protection agreements, as reasonably requested by Pax8.

11.3. Processing Personal Data. Where either Party does process personal data on behalf of the other, such processing with be in accordance with the Data Processing Agreement located at https://www.pax8.com/en-us/terms/.

11.4. Business Associate. Where Pax8 may be deemed a Business Associate of a covered entity as such term is defined in the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended by the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, Public Law 111-005 and the regulated regulations promulgated by U.S. Department of Health and Human Services (collectively, HIPAA), the Business Associate Addendum located at here https://www.pax8.com/en-us/terms/ shall apply.

11.5. License to Use Data. Partner grants Pax8 a limited-term license to host, access, use, copy, transmit and display Partner Data (including Personal Data) as necessary for us to provide the Services in accordance with these Terms and the applicable SOW. Subject to the limited licenses granted herein, we acquire no right, title or interest from you or your licensors in or to your data.

12. Specific Services.

12.1. Technical Support Services. Where the Partner has requested to have Pax8 provide technical support to Partner and/or one or more of Partner’s Customers on Partner’s behalf and Pax8 has agreed to do so (“Pax8 Technical Support Services”):

a. Pax8 will provide the Pax8 Technical Support Services in accordance with the specifications set out on the Pax8 Platform (“Pax8 Technical Support Services Terms”) and the Partner shall ensure that Customer complies with such terms.

b. Partner acknowledges and agrees that:

i. the Pax8 Technical Support Services are a monthly subscription ordered on a per-Customer basis;

ii. fees shall be as set forth in the Pax8 Platform, whereby standard pricing applies to Customers with up to the number of individual end users specified in the Pax8 Platform. Pricing for larger Customers can be obtained by contacting Pax8;

iii. the current list of supported Pax8 Products can be found in the Pax8 Platform. Pax8 may add support for additional Pax8 Products at any time. Pax8 will give thirty (30) days’ notice before discontinuing support for any Pax8 Product;

iv. Pax8 will communicate directly with the Customer to provide the Pax8 Technical Support Services and Partner will provide Pax8 with the necessary contact information for the Customer via the Pax8 Platform;

v. Partner shall only order Pax8 Technical Support Services on behalf of a Customer where the Customer designates technical support contacts with sufficient technical proficiency to file appropriate support requests and assist Pax8 in the investigation and resolution of support issues. Pax8 shall not be liable for any delays or non-performance as a result of the Customer failing to designate such a contact;

vi. Pax8 will use commercially reasonable efforts to respond to support requests in accordance with the Pax8 Technical Support Services service levels, as set forth on the Pax8 Platform; and

vii. Partner agrees to provide relevant information about the Customer’s computer systems, networks, and software, to the extent requested by Pax8.

12.2. Academy Services. Pax8 Academy services, including but not limited to Pax8 Academy IT Managed Services business coaching and Pax8 Academy Sales Coaching, (“Academy Services”) shall be provided at Pax8’s discretion in accordance with the applicable written documentation or SOW agreed to by the Parties (“Academy Services Proposal”). Anything not expressly included in the Academy Services Proposal shall be deemed out of scope.

12.3. Matchmaker. Where the Partner has opted into the Pax8 Matchmaker (“Matchmaker”):

a. Partner will provide Pax8 with access to sufficient data relating to the Partner and its Customers, in the form required by Pax8. Pax8 will integrate such data with its own proprietary and third-party data, for the purposes of enabling Matchmaker, assessing, and monitoring the success and performance of the Matchmaker and Pax8 Products, PAx8’s own internal business reviews, Pax8 Product development and service enhancements.

b. The criteria for matching shall be solely determined by Pax8, which shall be Pax8’s own proprietary information. Pax8 shall have no duty to disclose the same to the Partner.

c. Pax8 cannot guarantee that the Partner will be successfully matched with any prospective customer leads (“Matched Lead”), nor that any Matched Lead will ultimately become Customer of Partner. Partner acknowledges that a Matched Lead may be matched with multiple partners and that Partner is solely responsible for the conversion of any Matched Leads.

d. Partner agrees that certain information relating to the Partner will be made available to potential Matched Leads, such information to be determined in Pax8’s sole reasonable discretion. Pax8 will notify Partner of any Matched Leads via email.

e. Partner agrees that any Matched Leads shared with Partner shall be exclusively fulfilled via the Pax8 Platform for any Pax8 Products.

f. Partner may opt out of Matchmaker at any time. Following opt out, Partner will no longer be included in any Matched Lead results and will not be notified of any further Matched Leads.

12.4. Setup and Configuration Services. The Services may include setup and configuration services to deploy a Pax8 Product (“Setup and Configuration”). Setup and Configuration requires a license to use the Serviced Products that the Customer must acquire separately. At the completion of the Setup and Configuration, Pax8 will share an overview of the configured Serviced Products with the Customer and hand the configured Serviced Products over to the Customer. Setup and Configuration does not include any further support of the Serviced Products

12.5. Billing as a Service. Where the Partner has requested that Pax8 provide direct billing to Customers for Pax8 Products (“Billing as a Service”) and Pax8 has agreed, Partner acknowledges and agrees that.

a. Billing as a Service is not available for Partner Products, nor is it available in all territories.

b. Upon successful collection of billed fees from the Customer, Pax8 will pay Partner the difference between: (i) the amount collected from the Customer for Pax8 Product(s), and (ii) fees for any included Pax8 Products and Pax8 Technical Support Services, Billing as a Service fees, and any other fees due to Pax8 from Partner or the Customer. Payment will be by check or other equivalent method.

c. Any amount collected from Customers but credited after payment has been remitted to Partner, may be charged back to Partner, or set off against future payments to the amount of such credit.

d. Partner is responsible for ensuring timely payments to Pax8. If Pax8 is unable to obtain payment from the Customer by the end of the calendar month in which the payment is due, Pax8 will charge the applicable amount to Partner’s payment method.

e. Partner shall provide reasonable assistance to Pax8 in obtaining the Customer’s authorization for Pax8 to charge Customer’s payment account. Under no circumstances will Partner attempt to utilize Billing as a Service without Customer authorization.

f. Should the Customer revoke the payment authorization, Pax8 will promptly remove the applicable payment account information from the Pax8 Platform and cease provision of Billing as a Service to the Customer. Partner will continue to be responsible for payment, as set forth in this Section 8.

g. Pax8 reserves the right to withdraw Billing as a Service in its sole reasonable discretion.

13. Compliance with Applicable Laws. Each Party shall comply with all applicable laws and regulations regarding the general conduct of business including without limitation all relevant anti-corruption and anti-bribery laws, including 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.

14. Export Restrictions. Partner agrees to comply with all relevant U.S. and foreign export and import laws that apply to the Services and any related technology and software.

15. Non-Solicit. During the Term and for a period of twelve (12) months thereafter, Partner will not, directly or indirectly: (a) hire or establish an independent contractor relationship with any person who, during the twelve (12) months prior to such hiring, was employed by or provided services to Pax8 or any of its affiliates; or (b) influence any person who is then employed by or is providing services to Pax8 or any of its affiliates to terminate his or her employment or association with Pax8 or any of its affiliates. In the event the Partner breaches the provisions of this Section 13, the Partner agrees to pay Pax8 liquidated damages, and not as a penalty, in the amount One Hundred Fifty Thousand US and no/100 dollars ($150,000) to serve as compensation for lost value and replacement costs of such person.

16. Assignment. A SOW shall not be assigned by either Party without the prior written consent of the other Party; provided, however, that either Party may, without the prior written consent of the other Party, assign all of its rights under a SOW to (a) a parent, subsidiary or affiliate of the assigning Party; (b) a purchaser of all or substantially all assets of the Party; or (c) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which the assigning Party is participating. Notwithstanding the foregoing, Partner will not assign a SOW to a Competitor of Pax8. For the purposes of these Terms, a “Competitor” is any entity that directly or indirectly sells or distributes cloud computing software and/or services.

17. Relationship of the Parties. The Partner and Pax8 acknowledge and agree that the relationship arising from any SOW does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the Parties are acting as independent contractors in making and performing any SOW.

18. Miscellaneous.

18.1. Governing Law and Venue. Partner and Pax8 agree to the governing law, without regard conflicts of law rules, and to the exclusive jurisdiction of the applicable courts as determined by the region in which the Partner is domiciled, in accordance with the table below. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or any SOW.