Version Date: 11-10-2022

Notwithstanding anything in any agreement between Customer and Seller to the contrary, Customer 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 Seller as a rebiller/reseller (and not as a cloud service provider) shall be subject to the following terms and conditions:

1. Fees:  Customer 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 Customer, and other subscriptions, features, products, services, or add-ons that Customer uses within the Cloud Services (“Additional Fees”).  Fees for the Cloud Services shall be invoiced by Seller as follows:
   1. Cloud Services:  Unless otherwise specified in writing by Seller, Seller will invoice Customer in advance for the monthly or prepaid charges due for the Cloud Services purchased.
   2. Implementation Services:  Seller will invoice Customer on a one-time basis, in advance for any Implementation Services provided for the Cloud Services.
   3. Additional Fees:  Seller will invoice Customer in arrears for any Additional Fees associated with metered usage or overage components.
       
2. Suspension:  In the event that Customer fails to pay any fees for the Cloud Services (including fees for Implementation Services or any Additional Fees) within ten (10) business days after the applicable due date, Seller may suspend or terminate Customer’s right to receive the Cloud Services.
   
   
3. Cancellation:  If any subscription term for the Cloud Services purchased by Customer is subject to an auto-renewal provision and Customer wants to cancel such Cloud Services subscription at the end of the initial subscription term or any renewal subscription term, Customer must provide Seller 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.  Customer 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 Customer’s notice of cancellation is not received by Seller 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 Third Party Cloud Services Agreement (as defined below), the Cloud Services are non-cancellable and all fees for the Cloud Services paid to Seller (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, Customer 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.  Customer shall be solely responsible for ensuring that any collection of biometric data by or through Customer’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, Seller does not collect, use, store or access any data that is collected by or through Customer’s use of the Cloud Services and neither Seller nor its affiliates shall be responsible or held liable for the use of the Cloud Services by Customer in a manner that is not compliant with applicable data privacy laws.
   
   
5. Cloud Services Terms and Conditions:  Customer 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 or such other terms as agreed upon by Customer and the Cloud Services Provider (the “Cloud Services Terms and Conditions”).  Accordingly, Customer shall consider the Cloud Service 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 to the Customer and Customer will look solely to the Cloud Service Provider for any loss, claims or damages arising from or related to the provision of such Cloud Services.  Customer acknowledges and agrees that Seller will have no responsibility or liability for the Cloud Service Provider’s provision of the Cloud Services.