RESELLER TERMS OF SERVICE

PAX LABS, INC. RESELLER TERMS & CONDITIONS FOR ORDERS PLACED ON PAX’S SMALL BUSINESS PORTAL AT pax.com/b2b

Current as of March 15, 2025

IMPORTANT: PLEASE READ THESE RESELLER TERMS AND CONDITIONS CAREFULLY AND MAINTAIN A COPY FOR YOUR RECORDS.

BY SUBMITTING: (A) AN ORDER, (B) A PROSPECTIVE ORDER; (C) INFORMAITON TO CREATE AN ACCOUNT ON pax.com/b2b; OR (D) ANY SIMILAR BUSINESS OPPORTUNITY OR OFFER TO PAX LABS, INC. OR ITS SUBSIDIARY, PEACE & HAIGHT, INC. (“PAX”, “We”, or “Us”), OR BY CLICKING THE “SUBMIT” BUTTON, YOU ACCEPT AND AGREE TO BE BOUND BY THESE RESELLER TERMS AND CONDITIONS FOR PAX’S SMALL BUSINESS PORTAL, AND THE OTHER POLICIES REFERENCED HEREIN AND THEREIN (COLLECTIVELY, THE “PORTAL AGREEMENT”), ALL OF WHICH MAY BE UPDATED FROM TIME TO TIME AND ALL OF WHICH ARE INCORPORATED INTO AND FORM PART OF THE PORTAL AGREEMENT. YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND ALL OF THE PROVISIONS OF THE PORTAL AGREEMENT.

YOU MUST ACCEPT THE PORTAL AGREEMENT BEFORE YOU CAN: (A) SUBMIT INFORMATION TO CREATE AN ACCOUNT; (B) SUBMIT AN ORDER OR PROSPECTIVE ORDER; OR (C) SUBMIT ANY SIMILAR BUSINESS OPPORTUNITY OR OFFER TO PAX; OR (D) RECEIVE ANY PRODUCT OR CONSIDERATION OF ANY KIND FROM PAX. YOU MAY SET UP AN ACCOUNT AND/OR MAKE A PURCHASE ONLY IF YOU CAN FORM A BINDING CONTRACT WITH PAX, AND ONLY IN COMPLIANCE WITH THIS PORTAL AGREEMENT AND ALL APPLICABLE LOCAL, STATE, PROVINCIAL, FEDERAL, AND INTERNATIONAL LAWS, RULES AND REGULATIONS.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE PORTAL AGREEMENT, THEN YOU MAY NOT MAKE AN ACCOUNT OR A PURCHASE AND PAX HAS NO OBLIGATION TO FURNISH ANY CONSIDERATION TO YOU.

THIS PORTAL AGREEMENT IS BETWEEN PAX AND THE INDIVIDUAL OR LEGAL ENTITY THAT SUBMITS INFORMATION TO CREATE AN ACCOUNT OR SUBMITS THE ORDER (“RESELLER”, “YOU,” OR “YOUR”). IF YOU ARE PART OF OR OTHERWISE ENTERING INTO THE PORTAL AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, IN WHICH CASE THE TERMS “RESELLER,” “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY.

1. Products, Appointment & Compliance with Laws.

1.1 Products. The Portal Agreement governs the purchase, resale and use of the products offered by PAX (the “Products”) on its PAX Reseller Partner Portal at pax.com/b2b for which PAX in its sole discretion accepts an order. 

1.2 Appointment. Subject to the terms and conditions of this Portal Agreement, PAX hereby appoints Reseller as a non-exclusive Reseller of the Products for resale in the territory set forth in Exhibit 1 (the “Territory”) to its direct end user customers who are verified by Reseller to be of legal age for purchase (“Consumers”) and Sub-Retailers as set forth in Section 1.7 herein.

1.3 Compliance with Laws. Reseller shall comply with all Federal, State or Provincial, and city and county laws, regulations, and other applicable laws, municipal codes, and regulations relating to the legal sale of Products (collectively, “Laws”), including but not limited to all Laws related to:

• The display, sale, distribution, and promotion of Products;
• Age gating the retail environment so that Products are only accessible by adults of legal age to purchase the Products; and
• Verifying both the age and government-issued ID of Consumers to ensure that they are of legal age, at the location of sale and at the time of order (and delivery, where applicable).

1.4 Eligibility. Products are not available for purchase for resale purposes by any reseller to whom PAX has previously refused sales.

1.5 Order Process and Acceptance. Reseller may not cancel or amend an order once it has been received by PAX, unless otherwise agreed to by PAX in writing. 

1.6 Sub-Retailers. Reseller may sell to commercial businesses located within the Territory according to the terms of this Portal Agreement. If Reseller sells Products to such retailers (each a “Sub-Retailer”), Reseller agrees to require any such Sub-Retailer to agree to and comply with the PAX Reseller Terms and Conditions available at bit.ly/PAXresellertc (the “PAX Wholesale Terms”). Reseller shall be responsible for Sub-Retailer’s compliance with the PAX Wholesale Terms. Violations of such terms by Sub-Retailers and third party affiliates of Reseller will be deemed a violation of this Portal Agreement by Reseller. 

2 Reseller Obligations & Restrictions. 

2.1 Territory. Reseller agrees that it shall not directly or indirectly market, distribute, sell or otherwise promote the Products outside the designated Territory. Reseller shall restrict order shipments to shipping addresses located within the Territory only. If Reseller is found to sell Products outside the Territory, into prohibited jurisdictions or to underage consumers, PAX may take action to restrict access to Products.

2.2 Reseller Locations; Mail Order Restriction. Reseller must maintain accurate and up-to-date company information on the Portal and disclose all brick-and-mortar retail locations and websites that carry Products throughout the term of the reseller relationship with PAX. Reseller acknowledges that it is expressly prohibited from engaging in promotion, sale, or delivery of Products outside the Territory.

2.3 Age Verification and Fraud Protection. Reseller shall age-restrict promotion and sale of Products to Consumers in all Territories. Reseller must implement and have in place, prior to selling any Product to Consumers, a robust age-verification system, as applicable, and policies to ensure age-verification occurs at each sale and at the point of delivery (as applicable) of Products in compliance with Laws. Reseller must also ensure industry-standard security and fraud protection measures are in place, including authorized territory shipping restrictions, and customer fraud resolution procedures. 

2.4 Product Resale. Reseller agrees that it is purchasing Products for resale to verified Consumers and to Sub-Retailers only, and agrees not to: (i) consume any purchased Products as an end user consumer; (ii) sell, resell, distribute or make available to others, or otherwise use or exploit for any purposes (including, without limitation, in contests, sweepstakes, giveaways and/or bundling) any portion of any Products purchased under this Portal Agreement except in each case to the extent expressly authorized hereunder or by a separate written agreement with PAX. Any Reseller that violates the terms of this Portal Agreement or otherwise uses or exploits any Products or services without such prior written permission may be subject to civil action and/or criminal penalty, as prescribed by law. Reseller may only take online orders via publicly accessible ecommerce enabled web pages and hosted websites which are owned and operated by Reseller. Resellers conducting online sales of Products may not enter into affiliate relationships with third parties to generate online traffic without PAX’s prior written consent.Sales of Products on third party sites (eBay, Amazon, Alibaba, etc.), through drop-ship accounts (Buy.com, Newegg.com, Overstock.com, etc.), or via direct messages on forums are strictly prohibited. 

2.5 Only Sell Products in Original Packaging. Reseller may not alter original PAX packaging in any way prior to reselling Products. Removing Products from packaging and reselling Products in a different packaging or under a different name is strictly prohibited. Reseller must not re-SKU or bundle Products in its online assortments and data feeds without receiving prior written permission from PAX. 

2.6 Reporting; Inventory. Reseller must provide sell-thru information by SKU and retail location and such other sales and financial information and reports as reasonably requested by PAX, including but not limited to Reseller’s Sub-Retailers’ names, website URLs, warehouse locations, and brick-and-mortar retail addresses. PAX reserves the right to perform an audit of sales and other financial reports pertaining to PAX sales or Reseller’s business operations (including all reasonable aspects of its conduct of its business) to ensure compliance with this Portal Agreement.

2.7 Bulk Sales. Reseller agrees to reasonably cooperate with PAX in preventing unauthorized exportation of Products. For Products which incorporate an individualized numerical designation (e.g., serial number) and which are sold in bulk, defined as fifty (50) or more units in a single transaction (“Serialized Bulk Products”), Reseller shall use best efforts to obtain the following information from the Sub-Retailer or Consumer: name; address; phone; product serial numbers; and dates of transaction. The foregoing information is not required to be transferred to PAX unless specifically requested, however, it should be retained and used to identify suspicious purchase patterns. In the event Reseller’s customer refuses to provide such information, Reseller shall reduce the transaction quantity to below the applicable Serialized Bulk Products threshold set forth above.

2.8 Customer Confusion. Reseller will not advertise, market, display, or demonstrate non-PAX products together with PAX Products in a manner that could reasonably create the impression that the non-PAX products are made by, endorsed by or associated with PAX.

2.9 Consumer Complaints. PAX provides Consumers with a limited warranty. In the event that Reseller receives any warranty claims, complaints or other inquiries from Consumers, Reseller shall promptly forward or direct such claims, complaints or inquiries to PAX by contacting us at www.pax.com/help. Reseller shall not provide any warranty service or support to Consumers or Sub-Retailers. Reseller shall not make any representations to Consumers or Sub-Retailers about any limited warranties provided by PAX.

2.10 No Reverse Engineering. Reseller expressly agrees that it is prohibited from the following: reproducing; copying; modifying; adapting; translating; reverse engineering; and/or creating derivative works of, in whole or in part, the Product.

3 Payments & Taxes. 

3.1 Payment. Unless alternative arrangements have been expressly agreed to by PAX, all payments must be made in full at the time of order in U.S. dollars via credit card or ACH. PAX shall have the right, in its sole discretion, to change Product warranties, payment terms, and prices at any time, with no prior notice. Any changes made to such pricing shall not retroactively affect any obligation incurred hereunder prior to the time of such change.

3.2 Prices. Prices are listed exclusive of taxes and shipping fees. Shipping charges are listed separately during checkout. 

3.3 Taxes, Withholding. Unless otherwise notified by PAX, Reseller shall be solely responsible for any applicable VAT, federal, sales, use, excise, local sales, or any other taxes (collectively “Taxes”) payable under, or arising out of, or in connection with this Portal Agreement and will not withhold any Taxes from payment to PAX. Purchase prices are exclusive of Taxes. Reseller shall be responsible for providing PAX with any applicable resale certificates and related documents in a form requested by PAX.

4 Shipping. PAX shall endeavor to ship accepted orders within a reasonable time. However, shipping or delivery dates set forth in any PAX order acknowledgement or other document shall be deemed to be estimates only. In no event shall PAX have any liability to Reseller for any damages or losses because of any delays in shipment or delivery, or any error in the filling of orders. In the event any delivery is refused by Reseller, the purchase order will be deemed cancelled and Reseller shall be liable to PAX for return freight plus a 10% repackaging/restocking charge, and PAX may charge Reseller’s credit card on file or invoice Reseller for said amount.

5 Inspection and Acceptance. Reseller shall have three (3) business days from the time Reseller receives the Products to inspect them for damage, incorrectness, or incompleteness. Failure of Reseller to reject the Products as non-conforming to the applicable purchase order in writing to PAX within such time period constitutes acceptance of the Products. In the event of a rejection, Reseller shall notify PAX as soon as practicable, but in no case later than the previously mentioned three (3) business days. Reseller and PAX will use good faith efforts to determine the origin of damage and, if attributable to PAX, select one of the following options: (i) have the damaged Products replaced at PAX’s expense; or (ii) have the Products returned to PAX at PAX’s expense, with PAX to promptly credit the invoice amount for the damaged Products to Reseller’s account against future purchases. PAX does not repair damaged devices nor does PAX provide spare parts for repair. Except as expressly set forth in this paragraph, Products ordered by Reseller are not cancellable, returnable or refundable unless otherwise agreed to in writing by the parties.

6 Intellectual Property.

6.1 Definitions.

6.1.1 Intellectual Property. For the purposes of this Portal Agreement, “Intellectual Property” shall mean any and all: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, and mask works, and all derivative works thereof; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms and other industrial property rights; (v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated, whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues of the foregoing, now or hereafter in force (including any rights in any of the foregoing).

6.1.2 Reseller Marks. “Reseller Marks” shall mean all proprietary indicia of source, trademarks, trade dress, trade names, symbols, logos, and/or brand names Reseller may adopt from time to time to identify Reseller. In accordance with the terms of this Portal Agreement, Reseller may include the Reseller Marks on any Cobranded Assets as approved by PAX. 

6.1.3 PAX Marks. “PAX Marks” shall mean all proprietary indicia of source, trademarks, trade dress, trade names, symbols, logos and/or brand names PAX may adopt from time to time to identify PAX or PAX’s products.

6.1.4 Cobranded Assets. “Cobranded Assets” shall mean advertisements, promotions, and goods bearing both the Reseller Marks and PAX Marks.

6.2 Ownership; License. Reseller shall retain all rights with respect to Reseller Marks. Reseller acknowledges the exclusive ownership by PAX of all PAX Marks. Reseller hereby recognizes that, except for the limited use of its Reseller Marks and Intellectual Property on certain Cobranded Assets, Reseller acquires no rights in any PAX Marks or Intellectual Property. Reseller acknowledges and agrees that PAX owns the copyright in any materials made available by PAX and PAX reserves all copyright therein. Reseller hereby is granted a limited, revocable, non-exclusive, non-transferable privilege of using the PAX Marks only in connection with Reseller’s sales and promotion of the Products and only in strict conformance with PAX’s third party trademark usage guidelines and third party marketing guidelines in effect from time to time and available at http://bit.ly/PAXtmguide and http://bit.ly/PAX3pmgl, respectively. In any instance in which Reseller utilizes any PAX Marks in any advertising or other promotional materials or Cobranded Assets, such materials shall indicate prominently that the Marks are owned by PAX. Other than for the promotion and advertising of Products in compliance with Laws and in accordance with this Portal Agreement, PAX-generated materials shall not be copied, reproduced, modified, transmitted, displayed, performed, distributed, or otherwise used in whole or in part in any manner without PAX’s prior written consent. In addition to Reseller’s obligations under section 6.3, PAX shall have the continuing right upon request to review all uses of any of the PAX Marks as well as the right to inspect any materials, properties, products or documentation connected with Reseller’s use of the PAX Marks. Reseller agrees to forego any objectionable use of the PAX Marks upon written notification to Reseller from PAX. RESELLER IS PROHIBITED FROM USING PAX MARKS OR FEATURING PAX PRODUCTS IN SMS MESSAGING UNLESS EXPRESSLY APPROVED BY PAX IN WRITING. RESELLERS APPROVED TO SEND SMS MESSAGING REPRESENT THAT THEY WILL COMPLY WITH ALL PROVISIONS OF THE TELEPHONE CONSUMER PROTECTION ACT (THE “TCPA”) AND WILL INDEMNIFY PAX FOR ANY CLAIMS ARISING FROM RESELLERS’ ALLEGED FAILURE TO COMPLY WITH TCPA.

6.3 Reseller-Generated Marketing Preapproval Required. Reseller shall only use approved marketing materials and communications for PAX products. For any materials generated by Reseller, Reseller shall submit for PAX’s approval all materials featuring Cobranded Assets, PAX Marks and/or Products to assetsapproval@pax.com at least five (5) business days prior to publication. 

6.4 Prohibited Use. Reseller shall represent itself as a PAX Authorized Reseller in all online advertising and sales collateral. Setting up businesses, registering domain names, or adopting social media usernames that contain any of PAX’s trademarks or marks confusingly similar to PAX marks is strictly prohibited. 

6.5 No Other Rights Granted. Except as explicitly set forth in this Section, the parties agree and acknowledge that neither party is granted any license, express or implied, to or under any patent, copyright, trademark, service mark, trade secret or other intellectual property right of the other party.

6.6 IP Representation & Warranties. Reseller represents and warrants to PAX that: (i) it owns and has the unrestricted right to use Reseller Marks and all Reseller Intellectual Property and (ii) it has conducted reasonable clearance searches for all use of its Reseller Marks and Intellectual Property, and such use does not violate the rights of any third parties.

7 Compliance with Laws. Reseller agrees that its sales and promotion of any Products will comply at all times with all Laws, including without limitation laws and regulations related to environmental warnings, product use, resale, marketing, and advertising, and/or other forms of promotion. Reseller shall maintain all legally required licenses, permits, certificates, registrations, and authorizations to engage in sales of Products and provide the same to PAX upon request. PAX does not sell products containing or for use with nicotine. 

8 Indemnification, Warranty, and Limitation of Liability. 

8.1 Indemnification. Reseller agrees to indemnify, defend, and hold harmless PAX and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, liabilities, damages, losses, obligations, costs or debt, expenses (including reasonable attorney’s fees), regulatory penalties and enforcement actions arising out of or in connection with: (i) Reseller’s use of and access to any Products or services, including any data or content transmitted or received by Reseller; (ii) Reseller’s violation of any term of this Portal Agreement, including without limitation Reseller’s breach of any of the obligations, representations, and/or warranties herein or Reseller’s obligations under this Section 8; (iii) Reseller’s Sub-Retailer’s violation of any term of the PAX Wholesale Terms, including without limitation Sub-Retailer’s reach of any of the obligations, representations, and/or warranties therein; (iv) Reseller’s violation of any third party right, including without limitation any right of privacy or intellectual property rights; (v) Reseller’s violation of any applicable Laws; (vi) any information that is submitted by Reseller or on its behalf hereunder, including without limitation misleading, false, or inaccurate information; or (vii) Reseller’s willful misconduct. 

8.2 No Warranty. PRODUCTS ARE PROVIDED TO RESELLER "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND PAX SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

8.3 Limitation of Liability. IN NO EVENT WILL PAX'S TOTAL CUMULATIVE LIABILITY, IF ANY, IN CONNECTION WITH SALE OF THE PRODUCTS OR OTHERWISE ARISING UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY, EXCEED THE INVOICE PRICE OF THE PRODUCTS CLAIMED TO BE DEFECTIVE. IN NO EVENT SHALL PAX BE LIABLE TO RESELLER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NO LAWSUIT, ARBITRATION OR OTHER PROCEEDING FOR BREACH OF THESE TERMS, OTHER THAN A CLAIM AGAINST RESELLER FOR FAILURE TO PAY INVOICES, MAY BE BROUGHT BY EITHER PARTY AGAINST THE OTHER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES. NO CLAIM, CHARGEBACK, ACTION, OR DEMAND MAY BE BROUGHT BY RESELLER MORE THAN ONE YEAR AFTER DATE OF INVOICE. RESELLER WILL PAY ALL COSTS, INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS AND COURT COSTS, INCURRED IN ANY COLLECTION PROCEEDING THAT WAS INITIATED AS A RESULT OF RESELLER'S DEFAULT ON A PAYMENT TO PAX, OR IN CONNECTION WITH THE ENFORCEMENT OF ANY OTHER TERM OF THIS AGREEMENT WHETHER OR NOT SUIT IS FILED.

9 PCI Compliance. Resellers selling into the online channel must ensure PCI compliance for all ecommerce-enabled websites owned and operated by Reseller.

10 Privacy; Security. 

10.1 PAX Privacy Policy. PAX will handle Reseller’s information consistent with PAX’s Privacy Policy, which is incorporated into this Portal Agreement by reference and available at privacy.pax.com. 

10.2 Reseller Privacy Policy. If Reseller is engaged in ecommerce for the sale of PAX products, Reseller must publish and maintain a publicly accessible privacy policy that complies with all applicable law.

10.3 Security Measures. Reseller must ensure industry-standard ecommerce security measures are in place, including two-factor authentications.

11 Confidential Information. Reseller agrees that it shall not disclose Confidential Information (as defined below) to any third party other than its officers, directors, employees, agents, accountants, attorneys, or contractors, each on a “need to know” basis, in the normal course of business (provided such parties are professionally obligated or commit in writing to abide by the confidentiality provisions set forth in this section) without PAX’s prior written consent, unless Reseller is legally required to disclose any such information. If served with a subpoena or other compulsory process calling for production of records or testimony consisting of Confidential Information or otherwise relating to the terms hereunder, Reseller shall promptly notify PAX of the demand, unless prohibited by law and Reseller shall, to the extent reasonably feasible and permissible, provide PAX a reasonable opportunity to oppose such process or to obtain a protective order at PAX’s expense. Reseller further agrees that it will not use the Confidential Information of PAX during the term of the Reseller relationship with PAX or thereafter, except as expressly permitted hereunder. “Confidential Information” shall mean the terms of the Portal Agreement and any policies referenced herein, any discussions and negotiations between the parties in connection with the Portal Agreement, as well as all information concerning the business or operations of PAX to which Reseller is provided access by virtue of the terms and that is considered confidential by PAX and either identified as such at the time of disclosure by PAX or would be understood to be of a confidential or proprietary nature by a reasonable person. Confidential Information shall not include information that: (i) is or becomes generally known to the public through no fault of Reseller; (ii) is independently developed by Reseller without accessing or referencing PAX’s Confidential Information; or (iii) is lawfully obtained by Reseller from a third party not under an obligation to keep the information confidential. Reseller shall promptly destroy or return the Confidential Information of PAX upon request by PAX, other than one copy for record-keeping purpose and for such retained Confidential Information, the confidentiality provisions for Reseller hereunder shall apply. Reseller’s confidentiality obligations shall survive the termination of the Portal Agreement.

12 Dealer Locator. Reseller’s store locations may be listed in the PAX store locator at PAX’s sole discretion. If Reseller markets non-PAX products intended for use as add-on, accessory or compatible products to PAX Products, it will forfeit the opportunity for its stores to be listed on the PAX dealer locator and will be subject to PAX’s termination of the Reseller relationship.

13 Independent Contractor. Reseller is an independent contractor, and nothing contained in this Portal Agreement shall be construed to: (i) give either party the power to direct and control the day-to-day activities of the other; (ii) constitute the parties as partners, joint venturers, co-owners agents, franchisee or franchisor or otherwise; or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. Reseller is not an employee of PAX and is not entitled to any employee benefits. All financial and other obligations associated with each party’s business are the sole responsibility of such party. Reseller represents and warrants that it: (a) will not make any representation, warranties, or guarantees on behalf of PAX; and (b) will not disparage PAX in any manner or otherwise harm PAX’s business or reputation.

14 Miscellaneous.

14.1 Force Majeure. Except for the obligation to make payments, nonperformance of either party shall be excused to the extent the performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the nonperforming party (a “Force Majeure Situation”). The party experiencing a Force Majeure Situation will promptly notify the other party in writing and will use best commercial efforts to remedy or alleviate the same such that it may resume performance. If the Force Majeure Situation continues for a period of at least thirty (30) days, the party not experiencing the Force Majeure Situation may terminate this Portal Agreement for convenience on five (5) business days’ notice provided that performance by the other party has not substantially resumed prior to the date of termination.

14.2 Anti-Corruption. Each party represents that it: (i) is aware of the terms of all applicable anti-bribery and anti-corruption statutes and regulations and will abide by all such statutes and regulations; (ii) has not and will not directly or indirectly offer or pay, or authorize such offer or payment, of any money or anything of value to improperly or corruptly seek to influence any government official or agent in order to gain an improper business advantage, and, has not accepted, and will not accept in the future, such a payment; (iii) is not an employer, officer or agent of a governmental authority or regulatory authority; (iv) has never been subject to any disciplinary action relating to fraud or corruption by any governmental or regulatory authority; (v) has never been the subject of a governmental investigation or litigation involving allegations of bribery, fraud or corruption; (vi) has an anti-bribery and anti-corruption policy that it abides by.

14.3 Waiver. The failure of either party to enforce or insist upon compliance with any of the terms or conditions of this Portal Agreement, the waiver of any term or condition of this Portal Agreement, or the granting of an extension of time for performance, shall not constitute the permanent waiver of any term or condition of this Portal Agreement.

14.4 Non-Exclusive. Each party acknowledges and agrees that this appointment from PAX is non-exclusive, and PAX may appoint other Resellers and may use its own sales personnel to market, promote and sell the Products and nothing contained herein shall prohibit or otherwise restrict PAX from soliciting or doing business with Consumers or marketing, promoting, or referring leads to third parties engaged in a business similar to or competitive with Reseller. 

14.5 Assignment. Neither Reseller nor PAX may assign or transfer any right, obligations or duty, in whole or in part, or any other interest hereunder, except that PAX may freely assign the Portal Agreement to an affiliate or successor by merger, reorganization, consolidation or sale of some or all of its assets, without the prior written consent of the other party, which consent shall not be unreasonably withheld.

14.6 Severability. Should any part, term or provision of this Portal Agreement be declared invalid, void or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties with all terms and provisions remaining in full force and effect.

14.7 Interpretation. In the event there is any inconsistency or conflict between this Portal Agreement and the terms of any a mutually signed agreement entered into between Reseller and PAX regarding the sales and promotions of Products, the terms of the mutually signed agreement, as may be updated from time to time, if any, shall control over this Portal Agreement. In the event there is any inconsistency or conflict between this Portal Agreement and the terms of any policy incorporated herein by reference, the terms of this Portal Agreement shall control. 

14.8 Governing Law and Jurisdiction. This Portal Agreement shall be governed by the laws of the State of California, without reference to conflicts of law principles. Reseller consents to the exclusive jurisdiction of the state or federal courts located in San Francisco County, California for the resolution of any dispute arising out of or relating to this Portal Agreement. 

14.9 Entire Agreement. This Portal Agreement, together with the purchase orders, policies, agreements, and documents expressly incorporated by reference herein, set forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No terms set forth in any Reseller documentation shall be of any force or effect, and all such terms are hereby rejected, unless accepted in writing by PAX.

EXHIBIT 1. TERRITORY

The Territory shall be the location for which PAX has determined a particular Product is authorized for sale to a Consumer.

PAX Products include PAX Mini and PAX Plus and such other products that PAX makes available from time to time. Products may be sold only into the Territories determined by PAX acting in its sole discretion. 

The Territory is limited to the following states: