Pax8 Direct Customer Terms

1. Introduction.

The Pax8 Marketplace is where you can find, buy, sell, deploy, and manage software and technology products. The Pax8 Marketplace includes products in categories like cybersecurity, continuity, infrastructure and operations, AI Products and Features (defined below in Section 6(a)), business intelligence, IT management, and business automation (Products). Products can take many forms, including professional services, software as a service, infrastructure as service, and AI Products and Features. The Pax8 Marketplace also includes the technology, features, and functionality that power search, quoting, billing, provisioning, and deployment (Platform). References in these Terms to the Pax8 Marketplace include both Products and the Platform.

These Pax8 Direct Customer Terms set out your rights and responsibilities as a Pax8 direct customer and apply to your access to and use of the Pax8 Marketplace and any Products. By accessing or using the Pax8 Marketplace or any Products, you agree to these Pax8 Direct Customer Terms and any other terms applicable to you.

2. Other Terms that May Apply.

There are many ways to use 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 (Additional Terms). We refer to the Pax8 Direct Customer Terms, our Privacy and AI Notice, and the Additional Terms collectively as the Terms.

a. Specific Product Terms. You and your End Users must accept and comply with the end user license agreement or other specific product terms applicable to the Products (Specific Product Terms).

b. Pax8 Vendor Terms. If you are selling your Products in the Pax8 Marketplace, the Pax8 Vendor Terms apply to you. You can read them here.

c. Pax8 Professional Services Terms. If you purchase services supplied by Pax8, the Pax8 Professional Services Terms apply to you. You can read them here.

d. API and Integration Documentation. If you use Pax8’s APIs, integrations, or MCP Server, or create your own integrations, there are terms and documentation that may apply to you. You can find more information here and in the Integrations Hub in the Pax8 Marketplace.

e. Pax8 Beta and User Research Terms. If you participate in research, development, or testing opportunities offered by us, including Early Access Offerings and Research, the Pax8 Beta and User Research terms apply to you. You can read them here.

3. Your Account.

To create a Pax8 Account, your Pax8 Account Manager will 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 you 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.

4. Your Rights and Responsibilities.

Unless expressly authorized by Pax8 in writing, you may access and use the Pax8 Marketplace and Products only for your own internal business use, and not for resale or distribution, in the permitted territories listed on our website.

We will provide login credentials and instructions for Pax8 Marketplace access. You may only allow your employees, consultants, or independent contractors to access your account and the Pax8 Marketplace. You are responsible for each such person’s or entity’s (each, an End User) compliance with these Terms and for any actions taken under your account, whether or not authorized by you. You must ensure that login credentials are always secure. 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 products, tools, or services that you incorporate into or use in connection with your business that are not Products, including any that you integrate via the Pax8 APIs, integrations, or MCP Server, or that we make available for you to include in quotes (Non-Pax8 Products). We are not responsible for the supply, licensing, provisioning, or support of Non-Pax8 Products.

You are responsible for properly configuring and using Products and otherwise taking appropriate action to secure, protect and backup your systems and your data in a manner that will provide appropriate security and protection, unless we have a separate written agreement with you for configuration or implementation services.

You are also responsible for ensuring that your End Users comply with our, and any Specific Product Terms and other applicable Terms, when they access or use the Pax8 Marketplace or Products.

Except in the case of certain billing issues and unless you have purchased additional support services from Pax8, you are solely responsible for providing support to yourself and your End Users.

5. Quoting and Ordering.

You are solely responsible for ordering through the Pax8 Marketplace, including ensuring that orders are accurate and correctly submitted. You are also responsible for ongoing usage or consumption of any Products ordered through the Pax8 Marketplace and for any license renewals. 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 Products upon sixty (60) days’ notice provided through the Pax8 Marketplace or email communication. We will not be obligated to provide such notice if the discontinuation is necessary to (a) address an emergency or risk of harm to the Pax8 Marketplace or to Pax8, (b) respond to claims, litigation, or loss of license rights related to third-party intellectual property rights, or (c) comply with law; however, in each such case we will provide as much prior notice as is reasonably practicable under the circumstances. We may add new Products without notice.

6. AI.

a. General. The Pax8 Marketplace offers AI functionality, including traditional AI, generative AI and AI agents that may be able to take autonomous or semi-autonomous action (AI Agents). We refer to AI Agents, AI functionality, traditional AI and generative AI as AI Products and Features. We are committed to transparency, fairness, and accountability in how we use AI Products and Features in the Platform. For more information, please visit our Trust Centre. AI Products and Features can produce output that is inaccurate, incomplete, biased, or fabricated. The performance of AI Products and Features can vary depending on context and input quality and may fail in ways that are difficult to detect or anticipate. You are solely responsible for evaluating suitability, implementing appropriate safeguards, and ensuring adequate human oversight of AI Products and Features and any output generated by AI.
b. Delegated Access. This section applies if you authorize or use AI Agents to access and perform certain functions in your account, such as signing in, creating, or modifying carts, and placing orders. If you delegate access to an AI Agent, you are expressly authorizing the AI Agent to act on your behalf in your account. Actions taken by an AI Agent with delegated access will be treated as authorized by you. You are solely responsible for the conduct of AI Agents in your account and in the Pax8 Marketplace, including ongoing review and monitoring. You must promptly notify Pax8 of any issues or incidents relating to an AI Agent. Pax8 may restrict or terminate an AI Agent’s access to your account or the Pax8 Marketplace at any time for any reason. This section applies equally where you, or a Partner, Vendor or integrator acting on your behalf, enable AI Agents to access your account or the Pax8 Marketplace through the Pax8 APIs, integrations, or MCP Server.

7. Fees, Billing and Payment Terms.

a. Fees. You can find the fees for Products in the Pax8 Marketplace. We will provide you with at least thirty (30) days’ notice of any increase in fees. We reserve the right to decrease fees without advance notice.

b. Billing. We will invoice you monthly for new subscriptions, recurring fees, non-recurring fees, and any fees for purchase or use of Products not previously billed. Payments are due as specified on the invoice unless expressly agreed otherwise.

c. Payment Method and Payment Terms. You must provide and maintain a valid payment method. We will charge your payment method automatically when payment is due. Credit card payments in certain regions may incur a surcharge. The amount of surcharge, if any, will be specified on your invoice. Payment Terms may vary as announced on the Pax8 Marketplace.

d. 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.

e. Past Due Amounts. Any payment not received within ten (10) days of the invoice due date for any undisputed fees will be deemed a payment default (Payment Default) and a material breach of these Terms. Upon a Payment Default, 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.

f. 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 the Effective Date and continue until terminated. You are also liable for any minimum subscription terms that apply to any of the Products, which will auto-renew unless otherwise specified or are terminated prior to renewal.

b. Termination for Convenience. You may terminate your Account for any reason by providing us with at least 30 days’ advance written notice. We may terminate your Account (including your access to the Pax8 Marketplace) for any reason by providing you with at least 30 days’ advance notice.

c. 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.

d. Termination for Insolvency. We may terminate your account if we 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.

e. 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.

f. Effect of Termination. Upon termination:

• Your access to the Pax8 Marketplace will terminate.
• You remain liable for all fees owed to us, including ongoing fees relating to any remaining subscription terms that cannot be terminated early.
• 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 relating to: your or an End User’s violation of these Terms; your misrepresentations relating to Pax8; a dispute between you and any End User; or your or an End User’s use of the Pax8 Products, including AI Products and Features, regardless of the form of action.
• 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 within our marketing, the Pax8 Marketplace, or other public-facing material, providing always that such publications do not include the unauthorised disclosure of Confidential Information (as defined in Section 12 (Confidentiality and Data Privacy)).

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 Products, the Pax8 Marketplace, and any marketing materials remain with Pax8 or the respective Vendor.

You are granted no right, title, license, or interest in or to any Pax8 or Vendor trademark, trade name, or logo (Marks). You will not use, display, reference, modify, or challenge any Marks except as expressly authorized in writing by Pax8, and will not represent or imply any relationship, affiliation, sponsorship, or endorsement between you and Pax8 or any Vendor except as expressly permitted by these Terms.

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. Without limiting the foregoing, Customer you represents and warrants that you are not (a) listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) you will not access or use any Pax8 Products in violation of any U.S. export embargo, prohibition or restriction or with any information controlled under the U.S. International Traffic in Arms Regulations.

12. Confidentiality and Data Privacy.

“Confidential Information” means information that is disclosed or otherwise made available by you or by us that the receiving party knows or should be expected to know is proprietary or confidential. Confidential Information does not include information that the receiving party can demonstrate becomes public through no fault of the receiving party; is known to the receiving party without violation of confidentiality obligations; is independently developed without using the disclosing party’s information; or is lawfully obtained from a third party without confidentiality obligations.

Each of us will maintain the confidentiality of Confidential Information will not disclose any Confidential Information to any third party without the prior written consent of the non-disclosing Party, unless otherwise required by law or agreed upon by both of us in writing. If required by law to disclose Confidential Information, the receiving party will notify the disclosing party promptly if legally permitted. The confidentiality obligations under this paragraph will survive expiration or termination of the Terms with respect to any Confidential Information retained by the parties after such expiration or termination for a period of one (1) year following termination for non-trade secret Confidential Information, and if a trade secret, for so long as such Confidential Information is considered a trade secret under applicable law.

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 organizational 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 and AI Notice.

In addition, we will implement reasonable and appropriate measures designed to secure any of your data or content that is stored in the Pax8 Marketplace or any other Pax8 system.

Where we do process data on your behalf, we will do so in accordance with the Pax8 Data Processing Agreement.
Where Pax8 may be deemed a “business associate” of a “covered entity” (each as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, including by the Health Information Technology for Economic and Clinical Health Act, and its implementing regulations (HIPAA)), the Pax8 Business Associate Addendum, available on our website, will apply.

13. Disclaimer of Warranties.

WE PROVIDE THE PAX8 MARKETPLACE AND PRODUCTS “AS IS.” YOU AGREE TO USE THE PAX8 MARKETPLACE AND PRODUCTS AT YOUR OWN RISK. WE DISCLAIM ALL WARRANTIES, MADE DIRECTLY OR INDIRECTLY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR CONDITION OR QUALITY OF ANY PAX8 PRODUCTS OR SERVICES AND THE PAX8 MARKETPLACE.

PAX8 SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY PAX8 PRODUCT, THE PAX8 MARKETPLACE OR ANY PAX8 TECHNICAL SUPPORT SERVICES, OR ANY VENDOR THEREOF, OR BY ANY REPAIR, SERVICE OR ADJUSTMENT THERETO OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF, OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATSOEVER AND HOWSOEVER CAUSED. YOU ACKNOWLEDGE THAT DISSATISFACTION WITH ANY PAX8 PRODUCTS, AND THE PAX8 MARKETPLACE, OR ANY PAX8 SERVICES WILL NOT RELIEVE YOU OF ANY OBLIGATION UNDER THESE TERMS. THIS SECTION 13 SHALL APPLY TO YOU AND ANY OF YOUR END USERS. IN ADDITION, PAX8 MAKES NO REPRESENTATION OR WARRANTY AS TO THE AVAILABILITY OR CONTINUATION OF ANY SPECIFIC PAX8 PRODUCT OR SERVICE

WE DO NOT GUARANTEE THAT THE PAX8 MARKETPLACE OR ANY PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETE, WITHOUT ADVERSE CONSEQUENCES, HALLUCINATIONS, BIAS, OR OBJECTIONABLE CONTENT ORTHAT IT WILL ACHIEVE THE RESULT INTENDED BY YOU OR YOUR END USERS. YOU ACKNOWLEDGE THAT THE PERFORMANCE OF PRODUCTS PROVIDED BY VENDORS IS NOT GUARANTEED BY US.

14. Indemnification.

You agree to indemnify, defend, and hold harmless Pax8 from any third-party claims, demands, expenses (including reasonable attorneys’ fees), or damages arising from your use of the Pax8 Marketplace or Products, or use by your account users or End Users. This includes use of AI Products and Features, improper installation, software viruses introduced by you or your End Users, violations of Specific Product Terms, and unauthorized use or distribution of Products. Both parties will promptly notify each other of any claims that require indemnification
We will indemnify, defend, and hold you harmless from and against any third-party claims, demands, expenses (including reasonable attorneys’ fees), or damages arising out of or in connection with a claim that your use of the Pax8 Marketplace, in accordance with these Terms, infringes a United States patent, copyright, or trademark. If such a claim is made or threatened, we may, at our option: (a) replace or modify the Pax8 Marketplace to render it non-infringing; (b) secure the right for you to continue using the Pax8 Marketplace; or (c) terminate the impacted Products. Each party will provide the other with prompt written notice of any claim for which indemnification is sought under this Section 14; the indemnifying party will control the defense, keep the indemnified party informed, and allow the indemnified party to participate at its own expense with counsel of its choosing, and the indemnifying party will not settle any claim admitting wrongdoing by, or without the written consent of, the indemnified party.

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. Notwithstanding the foregoing, this limitation of liability will not limit either party’s indemnification obligations under Section 14 (Indemnification).

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.