This End-User License Agreement (this “EULA” or “Agreement”) is a legal agreement between Licensee (“you” or “your”) and Zenlayer Inc (“Zenlayer” or “Licensor”), to authorize Licensee to use the service provided by Zenlayer that connects global public clouds through service-defined networking, with physical resources relying on Zenlayer’s global backbone and network acceleration platform (the “Service”). 

This Agreement takes effect when you clink a “Accept” button or check box presented with these terms or, if earlier, when you use any of the Service (the “Effective Date”). You represent to us that you are lawfully able to enter into this Agreement. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 12 for definitions of certain capitalized terms used in this Agreement.

1. Use of the Service.

1.1 You can access and use the Service in accordance with this Agreement. The Service Level Agreement as attached appendix shall apply to the Service. When the Service scope is extended, we may add more Service Level Agreements accordingly. 

1.2 You are responsible for all activities that occur under your account. You will ensure that Your Content and your use of the Service will not violate any of the policies or any applicable laws.

1.3 You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Services by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.

1.4 You could check the rights and restrictions for the Services located at https://www.zenlayer.com/acceptable-use-policy/ and any successor or related locations designated by Zenlayer), as may be updated by Zenlayer from time to time. 

1.5 Additional Requirements for Usage of Cross-Border Network to China. 

– The usage of cross-border network shall comply with all laws and regulations in China

– By subscribing to our services, you hereby authorize Zenlayer to process all documents related to the compliance filing process on behalf of you

– You need to submit all necessary documents or information to verify your identity (five factors)

– You need to accept the Letter of Acceptance for Accessing the Telecommunications Network

2. Title to Service.

Zenlayer represents and warrants that it has the legal right to execute and perform its obligations under this EULA. Subject to the terms of this Agreement, Zenlayer grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following: (a) access and use the Service solely in accordance with this Agreement; and (b) copy and use the Zenlayer content solely in connection with your permitted use of the Services. 

3. Intellectual Property.

All now known or hereafter known tangible and intangible rights, title, interest, copyrights, and moral rights in and to the Service, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are owned by Zenlayer. 

4. Temporary Suspension.

4.1 We may suspend your or any End User’s right to access or use any portion or all the Services immediately upon notice to you if we determine:

(a) your or an End User’s use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact our systems, the Services or the systems or content of any other Zenlayer customer, (iii) could subject us, our affiliates, or any third party to liability, (iv) exceeds what we deem to be reasonable usage; or (v) could be fraudulent;

(b) you are, or any End User is, in breach of this Agreement, including any of the policies.

(c) you are in breach of your payment obligations; or

(d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.

4.2 Effect of Suspension. If we suspend your right to access or use any portion or all the Services:

(a) you remain responsible for all fees and charges you incur during the period of suspension; and

(b) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension.

5. Term. 

5.1 The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 5. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 5.2.

5.2 Termination.

(a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.

(b) Termination for Cause.

(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.

(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 5, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.

5.3 Effect of Termination.

Upon the Termination Date:

(i) all your rights under this Agreement immediately terminate

(ii) you remain responsible for all fees and charges you have incurred through the Termination Date.

6. Jurisdiction.

This EULA shall be deemed to have been made in and shall be construed pursuant to the laws of the State of California, without regard to conflicts of law’s provisions thereof. Any legal action or proceeding relating to this EULA shall be brought exclusively in courts located in Los Angeles, CA, and each party consents to the jurisdiction thereof. The prevailing party in any action to enforce this EULA shall be entitled to recover costs and expenses including, without limitation, attorneys’ fees. This EULA is made within the exclusive jurisdiction of the United States, and its jurisdiction shall supersede any other jurisdiction of either party’s election. 

7. Non-Transferable.

This EULA is not assignable or transferable by you, and any attempt to do so would be void. 

8. Severability. 

No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power, or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable.

9. WARRANTY DISCLAIMER. 

ZENLAYER HEREBY EXPRESSLY DISCLAIM ANY WARRANTY FOR THE SERVICE. THE SERVICE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ACCEPTS ANY AND ALL RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICE.

ZENLAYER MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENT OR OPERATE UNDER YOUR SPECIFIC CONDITION OF USE. ZENLAYER MAKES NO WARRANTY THAT THE OPERATION OF THE SERVICE WILL BE SECURE, ERROR FREE, OR FREE FROM INTERRUPTION. 

10. LIMITATION OF LIABILITY.

ZENLAYER SHALL NOT BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT, OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRCUMSTANCES SHALL LICENSOR’S AGGREGATE LIABILITY TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE, EXCEED THE FINANCIAL AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE. 

11. Entire Agreement. 

This EULA constitutes the entire agreement between Licensor and Licensee and supersedes all prior understandings of Licensor and Licensee, including any prior representation, statement, condition, or warranty with respect to the subject matter of this EULA.

12. Definitions.

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Services under your account. 

“Service Level Agreement” means the service level agreements that we offer with respect to the Services and as attached in the appendix of this EULA. 

“Termination Date” means the effective date of termination provided in accordance with Section 6, in a notice from one party to the other.

“Your Content” means software, data, or text that you or any End User transfers to us or processing by the Services in connection with your account and any computational results that you or any End User derive from the foregoing through their use of the Services.

For additional information regarding this EULA, please contact:

Zenlayer Inc
Attn: Legal and Compliance
21700 East Copley Drive, Suite 350
Diamond Bar, CA 91765
legal@zenlayer.com

Appendix – ZENLAYER CLOUD NETWORKING 

This Appendix governs the provision of Zenlayer Cloud Networking Services (“Services”), as specified below. 

1. PRODUCT SUMMARY.

Zenlayer Cloud Networking is a service provided by Zenlayer that connects global public clouds through software-defined networking, with physical resources relying on Zenlayer’s global backbone network. Zenlayer Cloud Networking includes a core controller, edge controller, and service switch. Through the system platform, users can configure and manage their network purchased from Zenlayer and immediately activate Zenlayer Cloud Networking service. At the same time, Zenlayer Cloud Networking has connected multiple access points of public clouds, data centers, and private clouds, and users can immediately connect and access public clouds through Zenlayer Cloud Networking.

2. ACCEPTANCE PERIOD.

The Acceptance Period is two (2) business days for Zenlayer Cloud Networking Services.

3. PRICING METHOD.

The Service shall be charged based on the fixed bandwidth purchased by the Customer.

4. SERVICE LEVEL AGREEMENT.

4.1 Service Availability Guarantee. This Service Level Agreement (“SLA”), which includes service availability guarantee and compensation.

(a) For Private Connect – Single Protected Virtual Backbone Circuit (including the “last mile” part of accessing user systems or devices) and Single Cloud Router Service, Zenlayer shall maintain a monthly availability for Service of 99.90%, or approximately no more than 44 minutes downtime in one (1) calendar month.

(b) For Private Connect – Single Protected Virtual Backbone Circuit (including the “last mile” part of accessing user systems or devices) and Dual Cloud Router Service, Zenlayer shall maintain a monthly availability for Service of 99.95%, or approximately no more than 22 minutes downtime in one (1) calendar month.

(c) For Private Connect – Dual Protected Virtual Backbone Circuit (including the “last mile” part of accessing user systems or devices) and Dual Cloud Router Service, Zenlayer shall maintain a monthly availability for Service of 99.99%, or approximately no more than 4.4 minutes downtime in one (1) calendar month.

Note：Dual Virtual Backbone Circuit shall mean connecting to different virtual circuits via dual Zenlayer device ports.

4.2 Measurement of Service Level. Service Level shall be measured by the minute., The user is unable to establish connection through the vLL access ports with multiple and consecutive tries during any 60 seconds, then that minute shall be counted toward downtime. 

4.3 Service Level Credits.

The charts below set forth the Service Level Credits. (Actual service availability is stated in the left column, and the corresponding service credit ratio to the Monthly Recurring Charge (“MRC”) of the effected Service will be found on the right column. The credit shall only be calculated upon the MRC of the affected Service.

4.3.1 For Private Connect – Single Protected Virtual Backbone Circuit (including the “last mile” part of accessing user systems or devices) and Single Cloud Router Service:

4.3.2 For Private Connect – Single Protected Virtual Backbone Circuit (including the “last mile” part of accessing user systems or devices) and Dual Cloud Router Service:

4.3.3 For Private Connect – Dual Protected Virtual Backbone Circuit (including the “last mile” part of accessing user systems or devices) and Dual Cloud Router Service:

4.4 Service Credit Application. If Customer believes it is entitled to a service credit, it must: (a) open a case on the Customer Support Portal (http://support.paloaltonetworks.com) within 24 hours of an outage or an incident; and (b) submit a claim on the Claim Dashboard (https://supportcases.paloaltonetworks.com/apex/Communities_Claims) within five (5) business days of the outage. When properly submitted, Zenlayer will use commercially reasonable efforts to adjudicate claims promptly: no later than thirty (30) days after the root cause of the outage has been determined and the case closed. Customers may check on the claim status at any time and may sign up to receive notification when the claim status changes. Adjudicated claims shall be deemed final and may not be submitted again for re-consideration.

4.4.1 The formula for Actual Availability shall be as follows: 

((T-U)/T)×100%=Actual Availability

T = Total Minutes per Month

U = Unavailability Duration (round up to the nearest minutes)

4.4.2 The amount and ratio of credit shall only apply to the affected Service, and the credit shall only be calculated upon the MRC of the affected Service.

4.4.3 The credit shall be calculated by referencing the records held by Zenlayer.

4.5 Exclusions from Service Level Credit. Zenlayer shall not provide Service Level Credit if the unavailability is due to:

a) Emergency or scheduled maintenance

b) Force Majeure

c) Action or omission by user, or others authorized by users, directly or indirectly affected the service level

d) User initiated system upgrades or user-end application usage or installation

e) Suspension or termination of Service in accordance with the Agreement; or

f) Failure of power, facilities, equipment, systems, or connections not provided by Zenlayer or its affiliates.

4.6 Maintenance. Zenlayer may suspend Services during the maintenance or update of its network. In the event of routine, planned maintenance, Zenlayer will provide the Customer with reasonable prior notice. For emergency maintenance, Zenlayer will provide as much notice as is practicable under the circumstances. In all cases, Zenlayer will work with Customer to minimize disruptions to the Service. Under no circumstances, will any planned interruption or routine maintenance be considered a Service Outage. Such maintenance is not entitled to any credits unless stated otherwise in the SLA.