PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY

Notwithstanding anything in any agreement between Client and EMBER to the contrary, Client agrees that its purchase of any third party software as a service or cloud software offerings, infrastructure as a service offering, platform as a service offerings or any other cloud based offerings (including any hardware and/or software provided by a third party cloud service provider with the service offerings that is required for the end-user to access or use the service offerings) (collectively, “Cloud Services”) and any implementation services provided in connection with the Cloud Services (“Implementation Services”) purchased from EMBER as a rebiller/reseller (and not as a cloud service provider) shall be subject to the following terms and conditions:

1. Fees: Client shall be responsible for all additional fees for any subscription renewals and extensions, metered usage or overage components (e.g., capacity overages, third party content, etc.) consumed by Client, and other subscriptions, features, products, services, or add-ons that Client uses within the Cloud Services (“Additional Fees”). Fees for the Cloud Services shall be invoiced by EMBER as follows:
2. 1. Cloud Services:  Unless otherwise specified in writing by EMBER, EMBER will invoice Client in advance for the monthly or prepaid charges due for the Cloud Services purchased.
   2. Implementation Services:  EMBER will invoice Client on a one-time basis, in advance for any Implementation Services provided for the Cloud Services.
   3. Additional Fees:  EMBER will invoice Client in arrears for any Additional Fees associated with metered usage or overage components. 

2. Suspension: In the event that (i) Client fails to pay any fees for the Cloud Services (including fees for Implementation Services or any Additional Fees) within thirty (30) business days after the applicable due date or (ii) EMBER receives notice from the third party providing the Cloud Services or Implementation Services that Client is not in compliance with the Cloud Services Terms and Conditions (as defined below), EMBER may suspend or terminate Client’s right to receive the Cloud Services.

3. Cancellation: If any subscription term for the Cloud Services purchased by Client is subject to an auto-renewal provision and Client wants to cancel such Cloud Services subscription at the end of the initial subscription term or any renewal subscription term, Client must provide EMBER with a notice of cancelation for the Cloud Services at least thirty (30) days prior to the expiration or of the initial subscription term or renewal subscription term. Client will remain financially responsible for all fees for the Cloud Services and all Additional Fees incurred for the Cloud Services prior to the effective date of such cancellation. If Client’s notice of cancellation is not received by EMBER within such thirty (30) day period, the subscription term for the Cloud Services will automatically be extended for an additional renewal term(s). Except as set forth herein or in the Cloud Services Terms and Conditions (as defined below), the Cloud Services are non-cancellable and all fees for the Cloud Services paid to EMBER (including any fees for implementation services, if applicable and Additional Fees) are non-refundable.

4. Biometric Data and Compliance with Laws: If the Cloud Services have the ability to use facial recognition technology to recognize and record individual/s biometric information, Client acknowledges that (a) any biometric data that is collected by or through the use of the Cloud Services is considered personally identifiable information under applicable data privacy laws and (b) certain states in the United States have enacted privacy laws governing the collection, use and/or storage of an individual’s biometric data. Client shall be solely responsible for ensuring that any collection of biometric data by or through Client’s use of the Cloud Services complies with all applicable data privacy laws, including but not limited to, the Illinois Biometric Information Privacy Act of 2018 and the California Consumer Privacy Act of 2018. As a reseller of the Cloud Service Provider’s (as defined below) Cloud Services, EMBER does not collect, use, store or access any data that is collected by or through Client’s use of the Cloud Services and neither EMBER nor its affiliates shall be responsible or held liable for the use of the Cloud Services by Client in a manner that is not compliant with applicable data privacy laws.

5. Cloud Services Terms and Conditions: Client acknowledges and agrees that it is receiving the Cloud Services and any Implementation Services directly from the applicable cloud services provider (“Cloud Services Provider”) pursuant to the Cloud Services Provider’s standard terms and conditions, license agreement, or such other terms as agreed upon by Client and the Cloud Services Provider (the “Cloud Services Terms and Conditions”). Accordingly, Client shall consider the Cloud Services Provider to be the contracting party for the Cloud Services Terms and Conditions and the Cloud Service Provider shall be the party responsible for providing the Cloud Services and Implementation Services to the Client and Client will look solely to the Cloud Services Provider for any loss, claims or damages arising from or related to the provision of such Cloud Services. Client acknowledges and agrees that EMBER will have no responsibility or liability for (i) the Cloud Services Provider’s provision of the Cloud Services or Implementation Services or (ii) Client’s or the Cloud Services Provider’s non-compliance with the Cloud Services Terms and Conditions.