Partner terms

These Partner Terms govern participation in the PXCMail partner program by an organization accepted into the program (“Partner”) and PacinfraX Corporation (“PacinfraX”).

1. Appointment

PacinfraX appoints Partner as a non-exclusive reseller and/or referrer of the Service to end customers in the United States. Partner may not appoint sub-resellers without consent.

2. End customer agreements

Every end customer must accept the Terms of Service and the applicable Business Associate Agreement or Data Processing and Safeguards Addendum directly with PacinfraX before the Service processes its data. Partner may not modify those agreements or make representations beyond the Documentation. Partner is not a business associate of the end customer by virtue of these Terms unless it separately accesses PHI, in which case Partner must have its own BAA with the customer.

3. Pricing, margin and billing

Resale margin and referral fees are set by tier as published on the partner page and may change with 60 days’ notice (registered deals keep their margin). Payout partners are paid monthly on fees collected; bill-through partners are invoiced at list minus margin and are responsible for payment regardless of collection from the end customer. Partner may set its own price to end customers. Taxes are the responsibility of the invoicing party.

4. Deal registration

Registered opportunities are protected for 90 days (renewable) against direct sales and other partners; conflicts are resolved by first registration.

5. Access and conduct

Partner access to client organizations is time-limited, visible to the client and logged. Partner personnel accessing client organizations must complete PacinfraX partner training and maintain MFA. Partner will not access message content except as the end customer directs and permits.

6. Obligations of Partner

Provide first-line support to its clients where it chooses to; accurately describe the Service; comply with the Acceptable Use Policy and applicable law; maintain confidentiality; not use PacinfraX marks except as licensed in the partner brand guidelines.

7. Obligations of PacinfraX

Provide the partner console, API, sandbox, enablement and support per tier; honor deal registration; pay margins and fees on time; give at least 60 days’ notice of program changes.

8. Confidentiality and data

Each party protects the other’s confidential information. Partner receives client metadata necessary to provide support and billing; Partner is a service provider to PacinfraX for that data and will not use it for other purposes.

9. Term and termination

Initial term one year, renewing annually; either party may terminate with 60 days’ notice, or immediately for material breach. On termination, registered deals and margins on existing clients continue for 12 months; clients keep their service and may choose direct support or another partner.

10. Liability

Each party’s liability is capped at amounts paid or payable under these Terms in the prior 12 months, excluding confidentiality breaches, indemnities and amounts that cannot be limited by law. Each party indemnifies the other for third-party claims arising from its own misrepresentations or violations of law.

11. General

California law; Orange County venue; dispute resolution as in the Terms of Service §16; notices as in the Terms §17.1. These Terms incorporate the Terms of Service for the Service itself.