# Zenlayer Customer Agreement Last updated: May 11, 2023 This Zenlayer Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between the applicable Zenlayer Contracting Party specified in Section 14 below (also referred to as “Zenlayer,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). 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 14 for definitions of certain capitalized terms used in this Agreement. ## 1. Use of the Service Offerings. 1.1 Generally. You may access and use the Service Offerings in accordance with this Agreement. Service Level Agreements and Service Terms apply to the Service Offerings. You will comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Service Offerings, including all local laws applicable to your service location. 1.2 Your Account. To access the Services, you must have a Zenlayer Console Site account associated with a valid email address and a valid form of payment. Unless explicitly permitted by the Service Terms, you will only create one account per email address. ## 2. Changes. 2.1 To the Services. We may change or discontinue any of the Services from time to time. We will provide you at least 30 days prior notice if we discontinue material functionality of a Service that you are using, or materially alter a customer-facing API that you are using in a backwards-incompatible fashion, except that this notice will not be required if the 30 days notice period (a) would pose a security or intellectual property issue to us or the Services, (b) is economically or technically burdensome, or (c) would cause us to violate legal requirements. 2.2 To the Service Level Agreements. We may change, discontinue or add Service Level Agreements from time to time in accordance with Section 12. ## 3. Security and Data Privacy. 3.1 Security. Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure. 3.2 Data Privacy. We will not access or use Your Content except as necessary to maintain or provide the Service Offerings, or as necessary to comply with the law or a binding order of a governmental body. We will not disclose Your Content to any government or third party; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 3.2. We will only use your Account Information in accordance with the Privacy Policy, and you consent to such usage. The Privacy Policy does not apply to Your Content. 3.3 Service Attributes. To provide billing and administration services, we may process Service Attributes in the Zenlayer region(s) where you use the Service Offerings and the Zenlayer regions in the United States. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process Service Attributes where we maintain our support and investigation personnel. ## 4. Your Responsibilities. 4.1 Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account. 4.2 Your Content. You will ensure that Your Content and your and End Users’ use of Your Content or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content. 4.3 Your Security and Backup. You are responsible for properly configuring and using the Service Offerings and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content. 4.4 Log-In Credentials and Account Keys. Zenlayer log-in credentials and private keys generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf. You shall administer and be responsible for all activities conducted with your private keys and shall comply with all applicable terms and conditions governing the use of the private keys. Zenlayer will not store your log-in credentials or private keys in the Zenlayer Console Site. 4.5 End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. 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 Service Offerings 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. ## 5. Fees and Payment. 5.1 Service Fees. We calculate and bill fees and charges in a variety of ways, please pay attention to the billing instructions when purchasing the service, and purchase as you go. Once you purchase certain types of services with certain billing methods, you will still be charged even if you do not actually use them, including but not limited to the following circumstances: (a) Package services. This type of service includes one or more service benefits, and there is a requirement for a term of use, after which the rights and interests are cleared. (b) Services that are billed by length. If you purchase a service that includes pay-by-term billing, you will receive the service for the duration of the term, and you will be charged for the duration of the term. (c) Based on rules or conventions. For example, the service rules have stated in advance that the fee is non-refundable, or you have committed to Zenlayer for a minimum consumption amount. General pricing rules at Zenlayer Console located at at: If the ongoing billing service is no longer what you need, Zenlayer recommends that you check and close the service by yourself. You will pay us the applicable fees and charges for any order or subscription of the Service Offerings as described on the Zenlayer Console Site using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Zenlayer Console Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. 5.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of Indirect Taxes, except where applicable law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we may claim an available exemption from such Indirect Tax. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement. ## 6. Temporary Suspension. 6.1 Generally. We may suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine: (a) your or an End User’s use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings 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 (iv) 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 under Section 5; 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. 6.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings: (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. ## 7. Term; Termination. 7.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. 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 7.2. 7.2 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 6, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Service Offerings 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. 7.3 Effect of Termination. (a) Generally. Upon the Termination Date: (i) except as provided in Section 7.3(b), all your rights under this Agreement immediately terminate; (ii) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 7.3(b); (iii) you will immediately return or, if instructed by us, destroy all Zenlayer Content in your possession; (iv) Sections 4.1, 5, 7.3, 8 (except the license granted to you in Section 8.3), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms; and (v) 3 days after the Termination Date, Your Content will be deleted from the server in which it was contained. (b) Post-Termination. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), during the 72 hours following the Termination Date: (i) we will not take action to remove from the Zenlayer systems any of Your Content as a result of the termination; and (ii) we will allow you to retrieve Your Content from the Services only if you have paid all amounts due under this Agreement. After 72 hours, Your Content will be deleted from the server in which it was contained. For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Section 5. (c) All products or services ordered or provided on Zenlayer Console are non-refundable. * For subscription services, you may unsubscribe your services at any time. Upon unsubscription, your services will be deactivated at the end of your billing cycle and will be retrievable for 24 hours before being permanently deleted. * For pay-as-you-go services, you use your services first and then pay for them. You are not able to request a refund. * All released resources are not able to be recovered. Please pay close attention to your resource state. ## 8. Proprietary Rights. 8.1 Your Content. Except as provided in this Section 8, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Service Offerings to you and any End Users. 8.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users’ use of Your Content or the Service Offerings will violate the Acceptable Use Policy. 8.3 Service Offerings License. We or our licensors own all right, title, and interest in and to the Service Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use the Zenlayer Content solely in connection with your permitted use of the Services. Except as provided in this Section 8.3, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Service Offerings, including any related intellectual property rights. 8.4 License Restrictions. Neither you nor any End User will use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offerings (except to the extent Content included in the Service Offerings is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement. 8.5 Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions. ## 9. Indemnification. 9.1 General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your Zenlayer account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates. 9.2 Intellectual Property. (a) Subject to the limitations in this Section 9, and except in the case of a free evaluation license, Zenlayer will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s rights under any United States patent issued sixty (60) days or more before delivery of such Services or any copyright or misappropriation of any trade secret. The foregoing obligations do not apply with respect to a Service or portions or components thereof (i) not created by Zenlayer, (ii) made in whole or in part in accordance to Your specifications, (iii) that are modified after delivery by Zenlayer, or (iv) where Your use of such Services is not strictly in accordance with the terms of this Agreement. (b) Subject to the limitations in this Section 9, you will defend Zenlayer, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights. (c) Neither party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, Zenlayer will have no obligations or liability arising from your or any End User’s use of the Services after Zenlayer has notified you to discontinue such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content. (d) For any claim covered by Section 9.2(a), Zenlayer will, at its election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement. 9.3 Process. The obligations under this Section 9 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim without the written consent of the other party. ## 10. Disclaimers. THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. ## 11. Limitations of Liability. WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA; OR (E) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ## 12. Modifications to the Agreement. We may modify this Agreement (including any Policies) at any time by posting a revised version on the Zenlayer Console Site or by otherwise notifying you in accordance with Section 13.10; provided, however, that we will provide at least 30 days’ advance notice in accordance with Section 13.10 for adverse changes to any Service Level Agreement. Subject to the 30 day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Zenlayer Console Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement. ## 13. Miscellaneous. 13.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Zenlayer as a party to this Agreement and Zenlayer is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. 13.2 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement (but does not supersede prior commitments to purchase Services pursuant to a separate duly executed service agreement or order form). We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any request for bid, request for proposal, request for information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document. 13.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, pandemic, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. 13.4 Governing Law. The Governing Laws, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 13.5 Disputes. Any dispute or claim relating in any way to your use of the Service Offerings, or to any products or services sold or distributed by Zenlayer will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts, subject to the additional provisions below. (a) If the applicable Zenlayer Contracting Party is Zenlayer, Inc., the parties agree that the provisions of this Section 13.5(a) will apply. Disputes will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our Legal Department at 21680 Gateway Center Drive, Suite 350, Diamond Bar, CA 91765. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, which are available at [www.adr.org](http://www.adr.org) or by calling 1-800-778-7879. Payment of filing, administration and arbitrator fees will be governed by the AAA's rules. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. Notwithstanding the foregoing we and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. (b) If the applicable Zenlayer Contracting Party is Zenlayer Tecnologias Ltda., the parties agree that the provisions of this Section 13.5(b) will apply. Disputes will be resolved by binding arbitration, rather than in court, in accordance with the then-applicable Rules of Arbitration of the International Chamber of Commerce, and judgment on the arbitral award may be entered in any court having jurisdiction. The arbitration will take place in the City of São Paulo, State of São Paulo, Brazil. There will be three arbitrators. The fees and expenses of the arbitrators and the administering authority, if any, will be paid in equal proportion by the parties. The parties agree that the existence of and information relating to any such arbitration proceedings will not be disclosed by either party and will constitute confidential information. The Governing Courts will have exclusive jurisdiction for the sole purposes of (i) ensuring the commencement of the arbitral proceedings; and (ii) granting conservatory and interim measures prior to the constitution of the arbitral tribunal. 13.6 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the Zenlayer region in which any of the foregoing occur. You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. 13.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for its products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services. 13.8 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict. 13.9 Confidentiality and Publicity. You may use Zenlayer Confidential Information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose Zenlayer Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Zenlayer Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings. 13.10 Notice. (a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Zenlayer Console Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Zenalyer Console Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. (b) To Us. To give us notice under this Agreement, you must contact Zenlayer by personal delivery, overnight courier or registered or certified mail to the mailing address, as applicable, listed for the applicable Zenlayer Contracting Party in Section 14 below. We may update the address for notices to us by posting a notice on the Zenlayer Console Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent. 13.11 No Third-Party Beneficiaries. Except as set forth in Section 9, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. 13.12 U.S. Government Rights. If the Service Offerings are provided to the U.S. Government, either directly or through subcontractors, such Service Offerings shall be offered as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” as defined in 48 CFR § 2.101 with the same rights and restrictions generally applicable to the Service Offerings. U.S. Government and/or their subcontractors shall receive only those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. If you are using the Service Offerings on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Service Offerings. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. 13.13 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective. 13.14 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect. 13.15 Evaluation License and Restrictions. If You have registered on the Zenlayer Console Site for a free evaluation license, then subject to the terms hereof, Zenlayer grants You a personal, non-sublicensable, non-transferable, non-exclusive, right to use the Services on a trial basis free of charge for the period listed on the Zenlayer Console Site for the applicable Service, in accordance with the Documentation, only for the purpose of evaluation for a paid license, and only for use in a test environment. You may not use an evaluation license for any Services in a production environment. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, DURING THE FREE EVALUATION TRIAL THE PRODUCTS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY. NOTWITHSTANDING ANYTHING ELSE HEREIN OR OTHERWISE, NEITHER ZENLAYER NOR ANY LICENSOR SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY EVALUATION LICENSES, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF ONE HUNDRED DOLLARS ($100); (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES; (IV) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (V) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. LICENSEE ACKNOWLEDGES THAT THE FREE EVALUATION LICENSE PRODUCT MAY INCLUDE FEATURES TO PREVENT USE AFTER THE APPLICABLE LICENSE PERIOD, IN EXCESS OF THE LICENSED CAPACITY, AND/OR USE INCONSISTENT HEREWITH. 13.16 Not-for-Resale License and Restrictions. If you are a Zenlayer registered business partner, then subject to the terms hereof and any applicable use limitations set forth in this Agreement or on the Zenlayer Console Site, Zenlayer grants You a personal, non-sublicensable, non-transferable, non-exclusive, right to use a licensed product in object code form for a period of one (1) year, only in accordance with this Agreement and the Documentation, for the purposes of demonstrating the Services or training Your personnel on the installation, configuration, and use of the Services (a “NFR License”). You may not use the Services in a production environment. You will maintain the copyright notice and any other notices that appear on the Services, any copies, and any media. THE SERVICES PROVIDED UNDER AN NFR LICENSE ARE PROVIDED FOR TRAINING AND DEMONSTRATION PURPOSES ONLY AND NOT FOR USE IN A PRODUCTION ENVIRONMENT. ALL NFR LICENSE PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NOTWITHSTANDING ANYTHING ELSE HEREIN OR OTHERWISE, NEITHER ZENLAYER NOR ANY LICENSOR SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO AN NFR LICENSE PRODUCT, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF ONE HUNDRED DOLLARS ($100); (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES; (IV) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (V) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. ## 14. Definitions. “Acceptable Use Policy” means the policy located at (and any successor or related locations designated by us), as it may be updated by us from time to time. “Account Country” is the country associated with your account. If you have provided a valid tax registration number for your account, then your Account Country is the country associated with your tax registration. If you have not provided a valid tax registration, then your Account Country is the country where your billing address is located, except if you have a credit card associated with your Zenlayer account that is issued in a different country and your contact address is also in that country, then your Account Country is that different country. “Account Information” means information about you that you provide to us in connection with the creation or administration of your Zenlayer account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your Zenlayer account. “API” means an application program interface. “Content” means software (including machine images), data, text, audio, video or images. “Documentation” means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at (and any successor or related locations designated by us), as such user guides and admin guides may be updated by Zenlayer from time to time. “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 Service Offerings under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own Zenlayer account, rather than under your account. "Governing Laws" and “Governing Courts” mean, for each Zenlayer Contracting Party, the laws and courts set forth in the following table:
Zenlayer Contracting PartyGoverning LawsGoverning Courts
Zenlayer Inc.The laws of the State of CaliforniaThe state and federal courts in San Francisco, Santa Clara, or Los Angeles, in the State of California
Zenlayer Networks Ireland LimitedThe laws of the United KingdomThe courts of the Cities of London, England, Paris, France, or Amsterdam, The Netherlands.
Zenlayer Networks India Private LimitedThe laws of IndiaThe federal courts of the City of Mumbai
Zenlayer (Singapore) Pte. Ltd.The laws of SingaporeThe courts of Singapore
“Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax. “Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees). “Policies” means the Service Terms, Privacy Policy, Site Terms, Terms of Use, all restrictions described in the Zenlayer Content and on the Zenlayer Console Site, and any other policy or terms referenced in or incorporated into this Agreement, but does not include whitepapers or other marketing materials referenced on the Zenlayer Console Site. “Privacy Policy” means the privacy policy located at (and any successor or related locations designated by us), as it may be updated by us from time to time. “Service” means each of the services made available by us or our affiliates, including those web services described in the Service Terms. “Service Attributes” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics. “Service Level Agreement” means all service level agreements that we offer with respect to the Services and post on the Zenlayer Console Site, as they may be updated by us from time to time. The service level agreements we offer with respect to the Services are located at (and any successor or related locations designated by Zenlayer), as may be updated by Zenlayer from time to time. “Service Offerings” means the Services (including associated APIs), the Zenlayer Content, and any other product or service provided by us under this Agreement. “Service Terms” means the rights and restrictions for particular Services located at (and any successor or related locations designated by us), as may be updated by us from time to time. “Site Terms” means the terms of use located at (and any successor or related locations designated by us), as may be updated by us from time to time. “Suggestions” means all suggested improvements to the Service Offerings that you provide to us. “Term” means the term of this Agreement described in Section 7.1. “Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other. “Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your Zenlayer account and any computational results that you or any End User derive from the foregoing through their use of the Services. Your Content does not include Account Information. “Zenlayer Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Zenlayer Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Zenlayer Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Zenlayer Confidential Information. “Zenlayer Console Site” means (and any successor or related site designated by us), as may be updated by us from time to time. “Zenlayer Content” means Content we or any of our affiliates make available in connection with the Services or on the Zenlayer Console Site to allow access to and use of the Services, including APIs; WSDLs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). Zenlayer Content does not include the Services. "Zenlayer Contracting Party" means the party identified in the table below, based on your Account Country. If you change your Account Country to one identified to a different Zenlayer Contracting Party below, you agree that this Agreement is then assigned to the new Zenlayer Contracting Party under Section 13.1 without any further action required by either party.
Account CountryZenlayer Contracting PartyMailing Address
IndiaZenlayer Networks India Private Limited

21680 Gateway Center Dr., Suite 350

Diamond Bar, CA 91765

SingaporeZenlayer (Singapore) Pte. Ltd.

21680 Gateway Center Dr., Suite 350

Diamond Bar, CA 91765

Any country within Europe, the Middle East, or Africa (excluding South Africa) ("EMEA")**Zenlayer Networks Ireland Limited

21680 Gateway Center Dr., Suite 350

Diamond Bar, CA 91765

Any country that is not listed in this table above.Zenlayer Inc.

21680 Gateway Center Dr., Suite 350

Diamond Bar, CA 91765

# Zenlayer Acceptable Use Policy Last updated: August 04, 2020 **ACCEPTABLE USE POLICY** ZENLAYER INC. and its affiliates (collectively, "Zenlayer") created this Acceptable Use Policy ("AUP") to provide its customers and users a clear understanding of the responsible use of Zenlayer’s networks, systems, services, websites and products (collectively "Services"). By using Zenlayer’s Services, customers and users consent to be bound by the terms of this AUP, as amended by Zenlayer from time to time. Zenlayer’s AUP applies to all of its customers and users. Such users include (a) those who have access to some of the Services but do not have accounts, and (b) those who pay a service fee to subscribe to the Services. Zenlayer reserves the right in its sole discretion to suspend or terminate Services for any reason, including but not limited to, violation of any laws or the terms and conditions of this AUP. The AUP below describes certain actions relating to the content and operation of any website which Zenlayer considers to be inappropriate and thus prohibited. The examples identified in this list are provided as examples only for your guidance. If you are unsure whether any contemplated use or action is permitted, please contact Zenlayer at ****. Actions which Zenlayer considers inappropriate and grounds for removal of offending material or termination of access to the Services include, but are not limited to, the following: * Using Services to sell any goods or services that are unlawful in the location at which the content is posted or received or the goods or services delivered; * Using Services to post any content that is obscene, lewd, lascivious, pornographic, contains nudity or sexual acts, excessively violent, harassing, or otherwise objectionable; * Using Services to harm, or attempt to harm, minors in any way, including, but not limited to child pornography; * Using Services to transmit any material (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property; * Using Services to post any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information, or assistance in causing or carrying out such violence; * Using Services to post any content that holds Zenlayer, its employees or owners up to public scorn or ridicule or would in any way damage or impair Zenlayer’s reputation or goodwill; * Using Services to post any content that violates any copyrights, patents, trademarks, trade secrets, or other intellectual property rights of others; * Failing to obtain all required permissions when using Services to receive, upload, download, display, distribute, or execute programs or perform other works protected by intellectual property laws including copyright and patent laws; * Deleting or altering author attributes, copyright notices, or other copyright management information, unless expressly permitted in writing by the author or owner; * Adding, removing or modifying identifying network header information in an effort to deceive or mislead; * Attempting to impersonate any person by using forged headers or other identifying information (the use of anonymous remailers or nicknames does not constitute impersonation); * Using Services to make fraudulent offers to sell or buy products, items, or services, or to advance any type of financial scam such as “pyramid schemes,” “ponzi schemes,” and “chain letters;” * Using Services in a tortious manner, including the posting of libelous, defamatory, scandalous, threatening, harassing or private information without the permission of the person(s) involved, or posting content that is likely to cause emotional distress; * Introducing viruses, worms, Trojan horses, malware or other harmful code on the Internet; * Using Services to transmit any unsolicited commercial or unsolicited bulk e-mail. Violations of this type will result in the immediate termination of the offending account; * Using Services for any activity which affects the ability of other people or systems to use Services or the Internet (this includes “denial of service” attacks against another network host or individual user); or * Using Services to hack, breach, or test the vulnerability of user authentication or security of any software or hardware without express authorization of the owner. Zenlayer takes no responsibility for any material created or accessible on any website, e-mail transmission, newsgroups, or other material created or accessible over or through the Services. Zenlayer is not obligated to monitor or exercise any editorial control over such material, but reserves the right to do so. In the event that Zenlayer becomes aware that any such material may violate this AUP and/or expose Zenlayer to civil or criminal liability, Zenlayer reserves the right to block access to such material and suspend or terminate any customer or user creating, storing or disseminating such material. Zenlayer further reserves the right to cooperate with legal authorities and third parties in the investigation of alleged wrongdoing, including disclosing the identity of the customer or user that Zenlayer deems responsible for the alleged wrongdoing. Zenlayer requests that anyone who believes that there is a violation of this AUP direct the information to the Abuse Department at ****. If available, please provide the following information: * The IP address used to commit the alleged violation; * The date and time of the alleged violation, including the time zone or offset from GMT; * Evidence of the alleged violation; Law enforcement officials can contact Zenlayer directly at ****. Badge & case numbers must be provided to receive a response. It is a crime to falsely impersonate a law enforcement official. Zenlayer may revise this AUP in its sole discretion without prior notice. Any such changes shall be posted by Zenlayer on its website. Customers and users shall be responsible for periodically reviewing the AUP to apprise themselves of any changes thereto. Customers and users agree to be bound by all such changes. # Zenlayer Terms of Use Last updated: August 05, 2020 ## **1. Introduction** Welcome to the Zenlayer.com website. The Zenlayer.com website and its subdomains (the “**Site**”) are owned and operated by Zenlayer, Inc. (“**Zenlayer**,” “**we**,” “**our**,” or “**us**”). **Please read these terms carefully.** By accessing or viewing the Site or participating in or using any service offered on this Site (collectively, the “**Services**”), you agree to these Terms of Use (“**Terms of Use**” or “**Terms**”). These Terms form a contract between you and Zenlayer. From time to time, Zenlayer may decide to modify, add, or delete portions of these Terms and will post those changes here. If Zenlayer does so, your continued use of the Site or the Services after any such changes have been made means you agree to such changes. The amended Terms will automatically be effective when posted on this Site. ## **2. Privacy Policy** Please view our **Privacy Policy**, which explains our practices relating to the collection and use of your information through or in connection with the Site or the Services. Our use of your information is always governed by our Privacy Policy, which is incorporated into these Terms. You understand that through your use of Site or the Services, you consent to the collection and use of this information. ## **3. Proprietary Rights** You acknowledge that this Site contains content that is protected by copyrights, trademarks, service marks, trade dress, patents, moral right, or other proprietary rights (“**Content**”), and that these rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that unless otherwise provided in these Terms or otherwise indicated on the Site, Zenlayer or its licensors own all Content on this Site including, without limitation, all videos, text, graphics, user interfaces, visual interfaces, photographs, moving images, illustrations, files, trademarks, logos, service marks, artwork, computer code, design, structure, selection, coordination, “look and feel” and arrangement of such Content. Your use of this Site shall not grant you any claim of ownership over any Content, and you agree to comply with all applicable copyright and trademark laws. You may not modify, transit, participate in the sale of or transfer or, or create derivative works based on any Content, in whole or in part. You may print copies of the Content, provided that these copies are made only for personal, non-commercial use, and provide that you maintain any notices contained in the Content, or maintained by the Licensor or Author, such as all copyright notices, trademark legends, attributions, by-lines, or other proprietary rights notices. You may not store electronically any significant portion of any Content from this Site. The use of Content from this Site on any other site, including by linking or framing, or in any networked computer environment, for any purpose, is prohibited without Zenlayer’s prior written approval.For permission to use Content from this Site or from marketing material authored and distributed by Zenlayer, you must request written permission in advance and provide full attribution. Permission should be requested by contacting . ## **4. Digital Content** Zenlayer may make digital content (“**Digital Content**”) available to you on this website. Your use of Digital Content on this website is subject to the following conditions: * Your use of Digital Content is for personal, non-commercial use; * You may not transmit, sell, rent, lease, display, perform, distribute, broadcast, sublicense, assign or otherwise make available any rights to Digital Content or any portions thereof to any third party; * You may not remove any proprietary notices or labels on or in the Digital Content; * You may not bypass, modify, defeat or circumvent the Digital Rights Management used to deliver or protect the Digital Content; and * You may not use any Digital Content in an unlawful or infringing manner. ## **5. Digital Rights Management (“DRM”)** You acknowledge that we may establish general practices and limits concerning use of the Site and the Services, including without limitation providing DRM by employing appropriate measures and procedures for the reception, handling, management, storage, and distribution of Digital Content. You acknowledge that we may use a secure encryption system for the delivery of Digital Content to our customers. You further acknowledge that we reserve the right to modify these general practices and limits from time to time. ## **6. Use of Account; Risk of Loss** Zenlayer reserves the right to refuse service, cancel product or service orders, terminate accounts, or remove or edit content, in its sole discretion. If you use a Zenlayer account, you agree, represent and warrant that you will provide us with true, current, complete and accurate information in connection with your use of the Site. You also represent that you are using your account for a lawful purpose – you may not use your account or the Site or Services for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability. You are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your registration, account, and/or password. You also agree to notify us immediately of any unauthorized access to or use of your account. You are not permitted to upload material onto the Site that you should know or do know infringes on the intellectual property rights of others, and you may not upload material that places unnecessary load so as to affect the performance of the Site, or Zenlayer’s systems and equipment. You may not use the Site or the Services in a manner that could block access to, impair, damage or otherwise disable Zenlayer or any of our servers. You may not attempt to gain unauthorized access to the Site or to any other user’s accounts, computer systems, or networks through password mining, keystroke logging, hacking, or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files, or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable federal, state, and international laws. Products and services sold by Zenlayer must be purchased with a credit card or other permitted payment method. By using a credit card or other permitted payment method, you represent that you are the owner or an authorized user on that account. ## **7. Security** Violating the security of the Site or the Services is prohibited and may result in criminal and civil liability. We may investigate incidents involving such violations and may involve, and will cooperate with, law enforcement if a criminal violation is suspected. Examples of security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Site or the Services or to breach security or authentication measures, unauthorized monitoring of data or traffic, interference with service to any user, host, or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, forging any TCP-IP packet header, e-mail header, or any part of a message header, except for the authorized use of aliases or anonymous remailers, and using manual or electronic means to avoid any use limitations. ## **8. Submitted Materials** Unless specifically requested, Zenlayer does not wish to receive any confidential, proprietary, or trade secret information from you via the Site (including via contact email made available on the website). Accordingly, if you send Zenlayer any information or creative works including, without limitation, idea submissions, suggestions, business plans, concepts or demos in any media including photographs, graphics, audiovisual media or other material (“**Submitted Material**”), you grant Zenlayer a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully transferrable, assignable, and sub-licensable right and license to use, copy, reproduce, modify, adapt, print, publish, translate, create derivative works from, create collective works from, and distribute, perform, display, license and sublicense (through multiple levels) the Submitted Material in any media now known or hereinafter invented, including for commercial purposes. In addition to the rights applicable to any Submitted Material, when you post comments or reviews to the Site, you also grant us the right to use the name that you submit with any review, comment, or other content, in connection with such review, comment or other content. If you send Zenlayer any Submitted Material, you also warrant that the Submitted Material is not confidential or secret and that the Submitted Material is owned entirely by you. If you send Zenlayer any Submitted Material, you warrant that you have all rights necessary (including rights of privacy and rights of publicity) to authorize Zenlayer to use Submitted Material as permitted by the license in this Section. You shall not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Submitted Material, including reviews, comments or other content. We may, but shall not be obligated to, remove or edit any Submitted Material (including comments or reviews) for any reason. ## **9. Third Party Websites.** The Site may contain links to third party websites that take you outside of the Zenlayer.com website and the Services (“**Linked Sites**”). We do not control, endorse, sponsor, recommend or otherwise accept responsibility for the content of such Linked Sites, nor do we make any warranties or representations, express or implied, regarding the content (or the accuracy, currency, or completeness of such content) on any Linked Sites. When you follow a link to another website, that website will be governed by different terms of use and a different privacy policy. You should be sure that you read and agree to those policies. ## **10. Indemnification** You agree to defend, indemnify, and hold harmless Zenlayer, Inc., its officers, directors, employees, affiliates and agents from and against any claims, losses, damages, fines, penalties or other liabilities in any way associated with: (i) your use of and access to the Site or Services; (ii) your violation of any of these Terms; and (iii) your violation of any third party right including any copyright, trademark, trade secret, or privacy right related to your User Content (as applicable) or use of the Site. ## **11. Disclaimers** ZENLAYER MAKES NO REPRESENTATION AS TO THE COMPLETENESS, ACCURACY OR CURRENCY OF ANY INFORMATION ON THIS WEBSITE. THE CONTENT AND INFORMATION FOUND ON THIS WEBSITE ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR THE PRODUCTS, INFORMATION OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THIS WEBSITE AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EXPECTATIONS OF PRIVACY OR NON-INFRINGEMENT. ZENLAYER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. ## **12. Limitation of Liabilities** TO THE FULLEST EXTENT PERMITTED BY LAW: IN NO EVENT WILL ZENLAYER (OR ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE USE OR INABILITY TO USE THE WEBSITE, SERVICES, OR CONTENT INCLUDING ANY LOSS OF REVENUE, PROFITS, OR DATA OR BUSINESS INTERRUPTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND EVEN IF ZENLAYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ZENLAYER’S AGGREGATE LIABILITY (OR THE AGGREGATE LIABILITY OF ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE WEBSITE, OR THE SERVICES (WHETHER IN CONTRACT, TORT NEGLIGENCE, WARRANTY OR OTHERWISE) EXCEED $100. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST BEGIN WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. ## **13. Release** If you have a dispute with one or more users of the Site or the Services, you release Zenlayer (and its officers, directors, affiliates, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. ## **14. Claims of Infringement** Zenlayer respects the intellectual property of others and requires that you do the same. In accordance with the Digital Millennium Copyright Act (“**DMCA**”), the text of which may be found on the U.S. Copyright Office website at , Zenlayer will respond expeditiously to notices of alleged copyright infringement that are duly reported to its Designated Copyright Agent identified in the notice below. Zenlayer will disable and/or remove access to the website for users who are repeat infringers. If you believe that your content has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Zenlayer’s Copyright Agent the following information: *DMCA Notice of Alleged Infringement (“**Notice**”)* * Identify the copyrighted work that you claim has been infringed, or if multiple works are covered by this Notice you may provide a representative list of the copyrighted works that you claim have been infringed. * Identify the material or link you claim is infringing and provide a description of where the infringing work is located on the website. * Provide your mailing address, telephone number and, if available, email address. * Include both of the following statements in the body of the Notice: * “I hereby state that I have a good-faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., fair use).” * “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.” * Provide your full legal name and your electronic or physical signature. * Deliver this Notice, with all items completed, to Zenlayer’s Designated Copyright Agent: Copyright Agent Zenlayer, Inc. 21680 Gateway Center Drive Suite 350 Diamond Bar, CA 91765 While Zenlayer considers all such notices seriously, you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that content or activity is infringing. Accordingly, if you are uncertain whether material infringes your copyrights (including whether use of copyrighted material may constitute fair use) you may wish to seek the advice of an attorney. ## **15. Termination** Zenlayer reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms of Use and your access to all or any part of the Site or the Content or Services, at any time and for any reason without prior notice or liability. You may terminate these Terms of Use by discontinuing your use of the Services and access to the Site. Zenlayer also reserves the right, in its sole discretion, to cease providing the Services and this Site at any time. ## **16. Severability** If any provision of these Terms is held in whole or in part to be invalid, void, or unenforceable in any jurisdiction for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in full force and effect. ## **17. General** These Terms of Use will be governed by the laws of the State of California, without reference to its choice of laws rules. The exclusive jurisdiction and venue for any action under these Terms of Use will be in the state and federal courts of Los Angeles, California. You hereby accept the personal jurisdiction of such courts. You may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. Zenlayer may assign its rights and delegate its duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of its assets relating to this Terms of Use. Nothing in this Agreement constitutes a partnership or joint venture between you and Zenlayer. Zenlayer does not guarantee continuous, uninterrupted or secure access to this Site or the Services, and operation of the Site may be interfered with by numerous factors outside of its control. Zenlayer’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Use set forth the entire understanding and agreement between you and Zenlayer with respect to the subject matter hereof. Sections 3 (Proprietary Rights); 8 (Submitted Materials); 10 (Indemnification); 11 (Disclaimers); 12 (Limitation of Liabilities); 13 (Release); 16 (Severability); and 17 (General) survive any termination or expiration of this Agreement. Additionally, any provision that was, by its nature, intended to survive termination of these Terms will so survive. ## **18. Contact Us** If you have questions about these Terms or the Services, you may contact Zenlayer at .​ # Zenlayer Privacy Policy Last updated: February 13, 2023 ## **Introduction** Thank you for accessing the zenlayer.com website operated by Zenlayer Inc. (“Zenlayer,” “we,” “our,” or “us”). We respect your privacy and want to protect your information. This Privacy Policy governs Zenlayer.com, Zenlayer.in, console.zenlayer.com and portal.zenlayer.com websites and their subdomains (the “Sites”), Zenlayer applications, products, services, events, and any interactive features and applications that reference this Privacy Policy. To the extent we provide you notice with different or additional privacy policies or practices (e.g., at the point of collection of your information), those additional terms shall govern such data collection and use. This Privacy Policy also applies to information we may collect from you while visiting our booth during an event, accessing a white paper online, via telephone calls with our office, through online payments, or in any other instance when you contact us. By using or interacting with our Sites, purchasing our products, or using our services, you acknowledge and confirm that you have read this Privacy Policy. This Privacy Policy does not apply to any products, services, websites, or content that are offered by third parties (“Third Party Services”), which are governed by their respective privacy policies. This Privacy Policy does not apply to any content processed, stored, or hosted by our customers using the Zenlayer services (see the [Master Service Agreement Terms and Conditions](/zenlayer-legal/general-terms-and-conditions) (“MSA”) for more information about how we handle customer content and how our customers can control their content through the services). Zenlayer is a processor of customer content and processes such data at the direction of its controller customers. This Privacy Policy explains what personal information we collect from you, why we collect it, under what circumstances we may share it with third parties, how we protect your personal information, and your privacy rights. Personal information means any information relating to an identified or identifiable natural person. In addition, please review the Sites’ Terms of Use, which govern your use of the Sites. ## **Table of Contents** * [​What Information We Collect​](#what-information-we-collect) * ​[Why We Collect Information​](#why-we-collect-information) * ​[How We Share Information](#how-we-share-information)​ * ​[Cookies​](#cookies) * [​Location of Your Information​](#location-of-your-information) * ​[Data Security](#data-security) * [​Your Marketing Choices​](#your-marketing-choices) * [​Zenlayer as a Data Processor for EU/EEA/UK and Switzerland Customers](#zenlayer-as-a-data-processor-for-eu-eea-uk-and-switzerland-customers) * ​[Your GDPR Rights​](#your-gdpr-rights) * ​[Your California Privacy Rights](#your-california-privacy-rights) * ​[Privacy of Children Online​](#privacy-of-children-online) * [​Updating Personal Information](#updating-personal-information) * ​[Do Not Track Disclosures (DNT)](#do-not-track-disclosures-dnt) * [​Visitors to the Sites Outside of the United States](#visitors-to-the-sites-outside-of-the-united-states) * [​Links to Other Websites​](#links-to-other-websites) * [​Information Retention​](#information-retention) * [​Contacting Zenlayer​](#contacting-zenlayer) * ​[Changes in Privacy Policy](#changes-in-privacy-policy) \------------------------------------------------------------------- ## **What Information We Collect** We collect personal information from you in a variety of ways when you interact with our salespersons, Sites, and/or mobile services. Below is a list of personal information that we collect and the sources from which we collect the information. (a) Information You Provide to Us In connection with the products and services we provide, we may ask you to provide us with following categories of personal information. Not all categories may be collected about every individual: * Personal identifiers (e.g. name, mailing address, email address, phone number) * Characteristics of protected classifications (e.g. gender, age, nationality) * Commercial information (e.g. products or services purchased, purchase history) * Internet or other electronic network activity (e.g. browser, cookie ID or search history) * Audio, electronic, visual, or similar information (e.g. recording of guest service calls) * Geolocation data (e.g. latitude or longitude) * Financial information (e.g. credit or debit card numbers, bank account numbers) * Education information (e.g. degree and schooling information) * Professional or employment information (e.g. industry, occupation, title) (b) Information We Collect When You Use the Sites In addition to information that you choose to submit to us, we and our service providers automatically collect and store certain information when you visit or interact with the Sites (“Usage Information”). This Usage Information may be stored or accessed from your personal computer, laptop, tablet, mobile phone or other device whenever you visit or interact with our Sites. Usage Information may include: * Your IP address, UDID or other unique identifier * Your device functionality, including browser, operating system, hardware, and mobile network information * Internet, application, and network activity, such as cookie IDs and browser visits * Location information, such as geo-location information ## **Why We Collect Information** We collect your personal information to provide you with our products and services, such as to fulfill your requests for services or to help us personalize our services and marketing to you. We also collect your personal information to support our business functions, such as customer service, recruiting, and legal functions. Below are some ways in which we use your personal information: * Registering and maintaining your account * Processing your order(s) and providing you with customer service, including responding to your inquiries regarding our products and services and/or communicating with you regarding orders, purchases, and payments * Complying with legal obligations, including, for example, collecting address information for identity verification for credit card billing * Sending you marketing information about Zenlayer and our affiliates * Sending you email communications such as electronic newsletters about our products, services, events, and promotions * Improving the effectiveness of our Sites, marketing endeavors, and product and service offerings * Identifying your product and service preferences, providing personalized content and ads and informing you of new or additional information, products and services that may be of interest to you * Allowing you to participate in interactive discussions and public forums * Helping us address problems with and improve our Sites and our products and services * Protecting the security and integrity of the Sites * For other internal business purposes, and * For purposes disclosed at the time you provide your information or as otherwise set forth in this Privacy Policy ## **How We Share Information** We may need to disclose your personal information to Zenlayer affiliated companies, service providers, and third parties in order to provide products and/or services to you. We do not sell your personal information to third parties for money. However, some of these disclosures may constitute “sharing” or “selling” of personal information under certain U.S. state privacy laws. Examples of when Zenlayer shares your personal information include: (a) Third Parties Providing Services to Zenlayer. We may use third party service providers to perform certain services on behalf of us or the Sites, such as: (i) shipping products and ensuring delivery; (ii) processing credit cards and/or electronic payments; (iii) assisting us in Sites operations; (iv) managing a database of customer information; (v) hosting the Sites; (vi) designing and/or operating the Sites’ features; (vii) tracking the Sites’ activities and analytics; (viii) enabling us to send you special offers or perform other administrative services; and (ix) other services designed to assist us in maximizing our business potential. We may provide these vendors with access to user information to carry out the services they are performing for you or for us. We require our service providers to keep user information secure. We do not allow our service providers to use or share user information for any purpose other than providing services on our behalf. (b) To Protect the Rights of Zenlayer and Others. To the fullest extent permitted by applicable law, we may also disclose your information if we believe in good faith that doing so is necessary or appropriate to: (i) protect or defend the rights, safety or property of Zenlayer or third parties (including through the enforcement of this Privacy Policy, our Terms of Use, and other applicable agreements and policies); or (ii) comply with legal and regulatory obligations (e.g., pursuant to law enforcement inquiries, search warrant, subpoenas, or court orders). To the fullest extent permitted by applicable law, we have complete discretion in electing to make or not make such disclosures, and to contest or not contest requests for such disclosures, all without notice to you. (c) Affiliates and Business Transfer. We may share your information with our subsidiaries and affiliates. As part of this sharing of information with our subsidiaries and affiliates, this means that once you provide us with information, any one of our related entities may use your information, including for marketing purposes, pursuant to the terms of this Privacy Policy. We also reserve the right to disclose and transfer all such information: (i) to a subsequent owner, co-owner or operator of the Sites and/or our services; or (ii) in connection with a merger, consolidation, restructuring, the sale of substantially all of our interests and/or assets or other corporate change, including during any due diligence process. ## **Cookies** Our Sites use cookies, pixel tags, log files, web beacons, and similar tracking technologies from third parties (collectively, "cookies"). These mechanisms indirectly or passively collect certain information about your use and interaction with our Sites and when you use our services. Those cookies help us serve you better by understanding what you’re interested in, tracking trends, measuring the effectiveness of ads, saving your preferences, and storing information you may want to retrieve on a regular basis. For more information about how we use cookies and your choices, please refer to our [Cookies Policy](/zenlayer-legal/zenlayer-cookie-policy). ## **Location of Your Information** Zenlayer is located in the United States, and our affiliated companies are located throughout the world. Depending on the scope of your interactions with our services, your personal information may be stored in or accessed from multiple countries, including the United States. Whenever we transfer personal information to other jurisdictions, we will ensure that the information is transferred in accordance with this Privacy Policy and as permitted under applicable data protection laws. ## **Data Security** Zenlayer is concerned with the security of the data we have collected and utilizes reasonable measures to prevent unauthorized access to that information. These measures include policies, procedures, employee training, physical access, and technical elements relating to data access controls. In addition, Zenlayer uses standard security protocols and mechanisms to facilitate the exchange and transmission of sensitive data, such as credit card information, and has procedures in place to deal with any data breach. We will notify you and any applicable regulator of a data breach where we are legally required to do so. Please note that while we incorporate commercially reasonable safeguards to help protect and secure your personal information, no data transmission over the Internet, mobile networks, wireless transmission, or electronic storage of information can be guaranteed 100% secure. As a result, Zenlayer cannot guarantee or warrant the security of any information you transmit to or from our Sites, and you provide us with your information at your own risk. If you must transmit confidential information to us for any reason, please contact us for instructions for a secure file transfer protocol. ## **Your Marketing Choices** We may send you direct marketing messages including by way of email alerts. If you no longer wish to receive our email marketing or general information communications or to be part of a mailing list, you can opt-out of such communications at any time by clicking on the unsubscribe link in the relevant communication or contacting us at [marketing@zenlayer.com](mailto:%20marketing@zenlayer.com). ## **Zenlayer as a Data Processor for EU/EEA/UK and Switzerland Customers** When providing infrastructure as a service (IaaS), Zenlayer may process personal data controlled by its customers located in the European Union/European Economic Area/UK/Switzerland (“EU/EEA/UK/Switzerland”). Zenlayer does not determine the purpose or how that data is accessed, exchanged, processed, or the classification of that data. Zenlayer’s customers are the data controllers of such personal data and are responsible for compliance with applicable data protection laws, such as EU GDPR, UK GDPR, and Federal Act on Data Protection. Zenlayer processes data as a data processor at the direction of its customers in accordance with the terms of the MSA. The provision of IaaS may, at the direction of the customer, include the transfer of customers’ and/or its end users’ personal data outside of the EU/EEA/UK/Switzerland to jurisdictions which may not provide the same level of data protection as in the EU/EEA/UK/Switzerland. The customer is responsible for ensuring that it has all necessary disclosures and consents in place with data subjects for international transfers of personal data that it directs as part of its receipt of IaaS. Zenlayer may engage with third-party service providers and/or its affiliated companies outside of EU/EEA/UK/Switzerland in providing services. Zenlayer ensures that all personal data is handled, processed, transferred and stored in accordance with relevant EU/UK/Switzerland data protection laws, and that adequate safeguards and procedures providing protection to customer personal data are in place. On occasion, employees of Zenlayer may have temporary access to customer content in connection with providing maintenance or support services to you. This access will only be accomplished by way of your explicit permission and instructions (as the controller of the customer content) and only for so long as the employee is providing services to you. As a processor, Zenlayer will not access the customer content for any purpose beyond providing you with support as described above and will not disclose it to any person or entity. ## **Your GDPR Rights** If you are in the EEA/UK/Switzerland, you may have the following privacy rights: * **Access**. You have the right to request a copy of the personal information that we are processing about you. * **Rectification**. You have the right to require correction of any mistake in your personal information, whether incomplete or inaccurate, that we hold about you. * **Deletion.** You have the right to require the erasure of personal information concerning you in certain situations, such as where we no longer need it or if you withdraw your consent (where applicable). * **Objection.** You have the right to (i) object at any time to the processing of your personal information for direct marketing purposes and (ii) object to our processing of your personal information where the legal ground of such processing is necessary for legitimate interests pursued by us or by a third party. We will then abide by your request unless we can demonstrate compelling legal grounds for the processing. * **Restriction.** You have the right to request that we restrict our processing of your personal information in certain circumstances, such as when you contest the accuracy of that personal information, for the period in which we have to verify the accuracy of the personal information. * **Portability**. You have the right to receive the personal information concerning you that you have provided to us, in a structured, commonly used, and machine-readable format and have the right to transmit that data to a third party in certain situations. * **Withdrawal of consent.** If we rely on your consent (or explicit consent) as our legal basis for processing your personal information, you have the right to withdraw that consent at any time. "Explicit consent" would be required if the Zenlayer relies on consent as the condition to lawfully process "special categories of personal data," as defined in the EU GDPR. * You also have the right to lodge a complaint before your national data protection authority. Please note that some of these rights may be limited where we have an overriding interest or legal obligation to continue to process your personal information or where data may be exempt from disclosure due to professional secrecy obligations. If you are in the EEA/UK/Switzerland and would like to exercise any of these rights, please: * Submit a request by using our [GDPR Data Subject Rights Form](https://privacyportal.onetrust.com/webform/690bae96-017d-4648-851f-b94ce71ad17f/72c855b8-44b1-4cf4-aef0-cd438b871930). -OR- * Email us at [privacy@zenlayer.com](mailto:%20privacy@zenlayer.com) * Provide enough information to identify yourself (e.g., name, email address, etc.) * Provide proof of your identity and address (e.g. a copy of your driver’s license or passport and a recent utility or credit card bill) and * Provide the information to which your request relates ## **Your California Privacy Rights** If you are a California resident, please refer to our [California Privacy Policy](/zenlayer-legal/california-privacy-policy), which contains additional information relevant for the California Privacy Rights Act of 2020 and its Regulations, including privacy rights that may be available to you. The California Privacy Policy supplements and forms part of the Zenlayer Privacy Policy. ## **Privacy of Children Online** Our Sites and Services are not directed to children under the age of 13 and do not knowingly collect personal information from children under the age of 13. If you are under the age of 13, please do not use our Sites or Services or otherwise provide us with any personal information. Please contact us at [privacy@zenlayer.com](mailto:%20privacy@zenlayer.com) if you have concerns regarding the potential collection of your child’s information. If we learn that any personal information we collect has been provided by a child under the age of 13, we will promptly delete that information. ## **Updating Personal Information** We strive to keep your personal information accurate and up to date. If you would like to update your personal information, you can accomplish it in the following ways: * If you have created an account on our Sites, log into your account. Once you do, you will be able to enter and update your own contact information. * Contact us at [privacy@zenlayer.com](mailto:%20privacy@zenlayer.com). We will use good faith efforts to make requested changes in our then active databases as soon as reasonably practicable (but we may retain prior information as business records). Please note that it is not always possible to completely remove or delete all your information from our databases and that residual data may remain on backup media or for other reasons, such as a legitimate business reason. ## **Do Not Track Disclosures (DNT)** Various browsers (including Internet Explorer, Firefox, and Safari) offer a DNT option that relies on a technology known as a DNT header that sends a signal to websites visited by the browser user about the user's DNT preference. You can usually access your browser's DNT option in your browser's preferences. Zenlayer currently does not respond to DNT signals in browsers because no DNT standard has been adopted by the industry. ## **Visitors to the Sites Outside of the United States** If you are visiting the Sites from a location outside of the United States, your connection will be through and to servers located in the United States. All information you receive from the Sites will be created on servers located in the United States. Information you provide through the Sites may be maintained on our web servers and systems located within the United States, or on our service providers’ servers and systems in other countries, including countries outside the European Economic Area (EEA). The data protection laws in the United States or other countries may differ from those of the country in which you are located, and your information may be subject to access requests from governments, courts, or law enforcement in the relevant countries according to local laws. By using the Sites or providing us with any information, you consent to the transfer to, and processing, usage, sharing and storage of your information in the United States and in other countries, as set forth in this Privacy Policy. ## **Links to Other Websites** For your convenience, the Sites may contain links to other websites. Zenlayer is not responsible for the privacy practices, advertising, products, services, or the contents of such other websites. None of the links on the Sites should be deemed to imply that Zenlayer endorses or has any affiliation with the links. ## **Information Retention** We will retain your personal information for as long as necessary for the purposes for which that information was collected as set out in this Privacy Policy or for longer as required under any applicable legal, regulatory, accounting, or reporting requirements. Should you opt out or no longer wish to receive marketing messages from us, we will securely delete your personal information from the relevant mailing list(s). ## **Contacting Zenlayer** If you have questions or concerns with respect to our Privacy Policy, you can email us at [privacy@zenlayer.com](mailto:%20privacy@zenlayer.com). You can also write to us at: Zenlayer, Inc. Attn: Legal Department 21680 Gateway Center Dr. Suite 350 Diamond Bar, CA 91765 ## **Changes in Privacy Policy** Please check our Privacy Policy periodically for changes. All the changes will become effective on the date last updated. If you are concerned about how your personal information is handled, please visit our Sites often for this and other important announcements and updates.​ # Zenlayer Cookie Policy Last updated: November 23, 2021 ## **Our Cookies Policy** Zenlayer (“us,” “we,” or “our”) uses cookies on the [www.zenlayer.com](https://www.zenlayer.com/) and [www.zenlayer.in](https://www.zenlayer.in/) websites and associated web pages (collectively, the “Sites”). By using the Sites, you consent to the use of cookies. Our Cookie Policy explains what cookies are, how we use them, how third parties we partner with may use cookies on the Sites, your choices regarding cookies, and how you can manage them. ## **What are cookies?** A “cookie” is a small piece of information stored on your device when you visit a website. The cookie means that the Sites will remember you and how you’ve used the Sites every time you come back. A cookie can be a “persistent” or “session” cookie. A “persistent” cookie will remain for a period of time set for that cookie. A “session-based” cookie is allocated only for the duration of your visit to our website and automatically expires when you close your browser. If you want to know more about cookies, head to [aboutcookies.org](http://www.aboutcookies.org/) or [allaboutcookies.org](http://www.allaboutcookies.org/) (please note: these links are not operated by us, and may open a new window or browser tab). ## **How we use cookies?** We use cookies to do several things. For example, cookies are used to enable certain functions of the Sites, enhance security, improve functionality of the Sites, remember your preferences, or count the number of people looking at a website. We also use them to keep track of what you’ve purchased from us, what you’ve done on the Sites, and to make online advertising more relevant to you. We receive data from you as part of the communication connection itself through the standard electronic greeting between your computer and our servers. This information often consists of network routing (where you came from), equipment information (browser type), Internet protocol address, date and time. Other parts of the Sites use cookies (including signup forms) to collect information about your use of the Sites and to facilitate return visits. Cookies on the Sites may collect the following information: a unique identifier, user preferences and profile information used to personalize the content that is shown, and user information to access Zenlayer's user forums. Cookies are often linked to information that is not personally identifiable. And in many cases, we won’t be able to link the information we collect by using a cookie back to you. They can, however, enable us to link that information back to you and your personal information, for example, when you log in, or choose to register for a service, white paper, or newsletter. We may also engage third parties to track and analyze non-personally and personally identifiable website data and to serve advertisements. To do so, we may permit third parties to place cookies on devices of users of our Sites, where permitted by law, and subject to your right to opt out through the Sites. We use the data collected to help us administer and improve the quality of the Sites and to analyze Sites usage. Such third parties may combine the information that we provide about you with other information that they have collected. These third parties are required to use your information in accordance with this Cookie Policy and our [Privacy Policy](/zenlayer-legal/zenlayer-privacy-policy). We will record all such disclosures and will use reasonable efforts to ensure that such third parties do not use your personal identifiable information for any purpose that is not expressly provided for herein. We’ve put our cookies into the following categories or “types”, to make it easier for you to understand why we need them: Strictly Necessary – these are used to help make our Sites work efficiently. Performance – these are used to analyze the way our Sites work and how we can improve it. Functional – these help to enhance your experience by doing things like remembering products you’ve added to your basket. Targeting/Advertising – these are used to share some information with third parties who we advertise with, so we know how you’ve reached our Sites. We can also use cookies to identify the parts of the Sites that you are interested in. We then use this information to show you advertisements and pages we think may also be of interest to you, to tailor how we communicate with you, or to tailor the contents of the communications we send to you. In addition to the cookies we use on our Sites, we also use cookies and similar technologies in some emails and notifications we send to you. These help us to understand whether you have opened the email and how you have interacted with it. If you have enabled images, cookies may be set on your computer or mobile device. Cookies will also be set if you click on any link within the email. ## **Cookies and you** To make a purchase online or sign up for services with Zenlayer, you must have cookies enabled on your internet browser. Some of the more popular browsers (and links to manage your cookies on each) are: * ​[Internet Explorer](https://support.microsoft.com/en-gb/help/17442/windows-internet-explorer-delete-manage-cookies)​ * ​[Firefox](https://support.mozilla.org/en-US/kb/enable-and-disable-cookies-website-preferences)​ * ​[Safari](https://support.apple.com/en-gb/HT201265)​ * ​[Google Chrome](https://support.google.com/chrome/answer/95647?co=GENIE.Platform%3DDesktop\&hl=en)​ If you choose not to enable cookies, you will still be able to browse our Sites, but it will restrict some of the functionalities of our Sites and what you can do. ## **For users within the European Economic Area (“EEA”)** Unless they have opted-in to cookies, users visiting the site through an IP address that is associated with (a member state of) the European Economic Area (“EEA Users”) will by default only receive cookies that expire once they leave the website. This may result in reduced website functionality. EEA Users may opt-in to the receipt of cookies of a longer duration by giving their consent in a pop-up window or bar shown at the homepage of the website. Following their consent, EEA Users will receive all cookies discussed above, and full website functionality will be available. EEA Users may choose to revoke their consent at any time by deleting all cookies associated with Zenlayer through their browser settings (as discussed above). ## **First-party cookies** First-party cookies originate from the same domain as the website you’re currently visiting (in this case, zenlayer.com or zenlayer.in). Our list of first-party cookies is shown in a chart below. ## **Third-party cookies** Third-party cookies originate from a domain that’s different from the website being visited. For example, when you visit our website, we may link to another company’s website. We don’t control how these third parties use their cookies, so we suggest you check their website to see how they’re using them and how you can manage them. Our list of third-party cookies is shown in a chart below. ## **Control your cookies** You can set your web browser to alert you when a cookie is being used. You can also get information on the duration of the cookie and what server your data is being returned to. You then can accept or reject the cookie. Additionally, you can set your browser to refuse all cookies or accept only cookies returned to the originating servers. You can enable or disable cookies in your browser. If you wish to restrict or block the cookies set by any website – including the Zenlayer Sites – you can do this through the web browser settings for each web browser you use, on each device you use to access the internet. Information on controlling and deleting cookies, including on a wide variety of browsers, is also available at [allaboutcookies.org](http://www.allaboutcookies.org/) In this Cookie Policy under the heading ‘Cookies and you’, we’ve also provided a few links for some of the more popular browsers – but check your particular browser and device for correct and up-to-date information. Some services may not function or may have more limited functionality if your web browser does not accept cookies. However, you can allow cookies from specific websites by making them ‘trusted websites’ in your web browser. If you want to opt-out of cookies across different advertising networks, the Network Advertising Initiative website – [www.networkadvertising.org](http://www.networkadvertising.org/) – has more information and guidance. If you don't wish to accept cookies from one of our emails, you can choose not to download any images or click on any links. You can also set your browser to restrict cookies or to reject them entirely. These settings will apply to all cookies, whether included on websites or in emails. Depending on your email or browser settings, cookies in an email may sometimes be automatically accepted (for example, when you’ve added an email address to your address book or safe senders list). For more information, refer to your email browser or device instructions. ## Cookie List ### **Strictly Necessary Cookies** These cookies are necessary for the website to function and cannot be switched off in our systems. They are usually only set in response to actions made by you which amount to a request for services, such as setting your privacy preferences, logging in or filling in forms. You can set your browser to block or alert you about these cookies, but some parts of the site will not then work. These cookies do not store any personally identifiable information. | Cookie Subgroup | Cookies | Cookies Used | | -------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------ | | zenlayer.com | ​[OptanonConsent](https://cookiepedia.co.uk/cookies/OptanonConsent), [OptanonAlertBoxClosed](https://cookiepedia.co.uk/cookies/OptanonAlertBoxClosed)​ | First Party | | control.zenlayer.com | ​[JSESSIONID](https://cookiepedia.co.uk/cookies/JSESSIONID)​ | First Party | ### **Performance Cookies** These cookies allow us to count visits and traffic sources so we can measure and improve the performance of our site. They help us to know which pages are the most and least popular and see how visitors move around the site. All information these cookies collect is aggregated and therefore anonymous. If you do not allow these cookies we will not know when you have visited our site, and will not be able to monitor its performance. | Cookie Subgroup | Cookies | Cookies Used | | --------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | | zenlayer.com | ​[\_\_hssc](https://cookiepedia.co.uk/cookies/__hssc), [\_\_hstc](https://cookiepedia.co.uk/cookies/__hstc), [\_gat\_UA-](https://cookiepedia.co.uk/cookies/_gat_UA-), [\_\_hssrc](https://cookiepedia.co.uk/cookies/__hssrc), [\_gid](https://cookiepedia.co.uk/cookies/_gid), [\_gat](https://cookiepedia.co.uk/cookies/_gat), [\_ga](https://cookiepedia.co.uk/cookies/_ga)​ | First Party | ### **Functional Cookies** These cookies enable the website to provide enhanced functionality and personalisation. They may be set by us or by third party providers whose services we have added to our pages. If you do not allow these cookies then some or all of these services may not function properly. | Cookie Subgroup | Cookies | Cookies Used | | --------------------------------------------------------------------- | ------------------------------------------------------------ | ------------ | | control.zenlayer.com | ​[lang](https://cookiepedia.co.uk/cookies/lang)​ | First Party | | zenlayer.com | ​[hubspotutk](https://cookiepedia.co.uk/cookies/hubspotutk)​ | First Party | | ​[hs-analytics.net](https://cookiepedia.co.uk/host/hs-analytics.net)​ | \_\_cfduid | Third Party | | ​[hs-scripts.com](https://cookiepedia.co.uk/host/hs-scripts.com)​ | \_\_cfduid | Third Party | ### **Targeting Cookies** These cookies may be set through our site by our advertising partners. They may be used by those companies to build a profile of your interests and show you relevant adverts on other sites. They do not store directly personal information, but are based on uniquely identifying your browser and internet device. If you do not allow these cookies, you will experience less targeted advertising. | Cookie Subgroup | Cookies | Cookies Used | | --------------------------------------------------------------------- | ------------------------------------------------------------------- | ------------ | | website.zenlayer.com | ​[awxxxx](https://cookiepedia.co.uk/cookies/awxxxx)​ | First Party | | ​[google.com](https://cookiepedia.co.uk/host/google.com)​ | \_GRECAPTCHA | Third Party | | ​[doubleclick.net](https://cookiepedia.co.uk/host/doubleclick.net)​ | test\_cookie | Third Party | | ​[ws.zoominfo.com](https://cookiepedia.co.uk/host/ws.zoominfo.com)​ | \_pxhd | Third Party | | ​[hsforms.com](https://cookiepedia.co.uk/host/hsforms.com)​ | \_\_cfduid | Third Party | | ​[hubspot.com](https://cookiepedia.co.uk/host/hubspot.com)​ | \_\_cfduid | Third Party | | ​[www.linkedin.com](https://cookiepedia.co.uk/host/www.linkedin.com)​ | bscookie | Third Party | | ​[ads.linkedin.com](https://cookiepedia.co.uk/host/ads.linkedin.com)​ | lang | Third Party | | ​[youtube.com](https://cookiepedia.co.uk/host/youtube.com)​ | VISITOR\_INFO1\_LIVE, YSC, CONSENT | Third Party | | ​[linkedin.com](https://cookiepedia.co.uk/host/linkedin.com)​ | lidc, UserMatchHistory, bcookie, lang, li\_gc, AnalyticsSyncHistory | Third Party | # Zenlayer Credit Limit Policy ## **1. Definitions** 1.1 Credit Limit: The maximum service fee amount that you can settle according to this policy after ordering or using Zenlayer products or services. The credit limit will be combined with your account balance as your available purchasing power. 1.2 Invoiced Billing Account: Refers to the team or account you registered and created on [console.zenlayer.com](http://console.zenlayer.com/), which was reviewed and approved by Zenlayer and granted a credit limit, hereinafter referred to as the "Invoiced Billing Account". 1.3 Billing Term: The period of time you have to pay the full amount of an issued invoice after using the credit limit to settle service fees. ## **2. Application and Approval of Invoiced Billing Account** 2.1 Zenlayer will grant you a credit limit for the invoiced billing account you apply for. 2.2 When applying for an invoiced billing account, you should submit the application materials to Zenlayer as required. You confirm that the application materials and related statements you submit are correct, complete, true and valid. You agree that Zenlayer has the right to retain your application materials. 2.3 Based on the application materials you submit, historical consumption levels, payment status and expected consumption growth and other factors, Zenlayer has the right to decide whether to grant a credit limit and the specific amount. ## **3. Reconciliation and Payment** 3.1 Currency: USD 3.2 Invoice: Each calendar month is a complete billing cycle. Zenlayer will issue a complete invoice for the credit limit you used during this billing cycle. The billing data is subject to Zenlayer's system records. You can check the specific invoice data through the Zenlayer console. 3.3 Payment: You need to pay the full amount of the invoice issued for the current period within the billing term, which can be found in your Zenlayer console’s Billing Overview. 3.4 Payment Deadline\ (1) Each time you use the credit limit to settle a service fee, the settled service fee will be deemed as a payable amount. Your purchasing power = balance + credit limit - payable amount (if any). When your team's purchasing power < 0, Zenlayer will restrict normal service operation (e.g. bandwidth throttling, etc.) within 24 hours, which is considered the final payment deadline.\ (2) If you fail to pay and settle by the final payment deadline, all unsettled services will enter the service suspension process. 3.5 Late Payment\ If you fail to pay beyond the payment deadline, regardless of whether there is still available credit limit, we will charge you interest at a rate of 1.5% per month (or no less than the highest rate allowed by law). At the same time, Zenlayer has the right to take one or more of the following measures: 1) Lower or cancel your credit limit; 2) Deduct service fees from the account or deposit (if any) attributed to you; 3) Suspend or terminate all or part of the services. ## **4. Validity Period of Credit Limit** The credit limit and billing term will take effect from the date when Zenlayer agrees to grant or adjust your credit limit and completes the online configuration. The expiration date will be subject to Article 7 below. ## **5. Scope of Using Credit Limit** You understand and confirm that not all products and services provided by Zenlayer can be settled using the credit limit. The credit limit can only be used to pay for the products and services explicitly specified by Zenlayer. ## **6. Other Rules for Using Credit Limit** 6.1 Your payment will be used to settle your account payable and restore your credit limit. 6.2 Your purchasing power will change dynamically based on your credit limit usage and settlement situation. ## **7. Adjustment and Expiration of Credit Limit** Your credit limit may be adjusted or canceled under the following circumstances: 7.1 If any of the following risk factors occur: late payment, changes in financial or credit status, inability to settle invoices, invalid contact information, abnormal service usage, etc., or if Zenlayer independently deems any other situations unsuitable for granting a credit limit, Zenlayer has the right to adjust or cancel your credit limit. Zenlayer will notify you by email on the day of adjustment or cancellation. 7.2 Due to major operational strategy adjustments or changes in market conditions, Zenlayer has the right to adjust or cancel the credit limit. Zenlayer will notify you by email on the day of adjustment or cancellation. 7.3 If Zenlayer adjusts the credit limit, Zenlayer will notify you by email. # General Terms & Conditions Last updated: March 1, 2026

MASTER SERVICE AGREEMENT

THIS MASTER SERVICES AGREEMENT (“MSA” or “AGREEMENT”) GOVERNS CUSTOMER’S ACQUISITION AND USE OF ZENLAYER SERVICES. ZENLAYER IS ENGAGED DIRECTLY OR THROUGH ITS AFFILIATES AND PARTNERS IN THE BUSINESS OF PROVIDING SERVICES. IF CUSTOMER REGISTERS FOR A FREE TRIAL OF ZENLAYER SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES. CUSTOMER AGREES TO ACCEPT THE TERMS OF THIS AGREEMENT, BY EITHER (1) EXECUTING A SERVICE ORDER FORM THAT REFERENCES THIS AGREEMENT, (2) CLICKING A BOX INDICATING ACCEPTANCE, OR (3) USING FREE SERVICES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. The Services may not be accessed for the purpose of monitoring their availability, performance, or functionality. Additionally, they may not be used for benchmarking or competitive purposes. Zenlayer’s direct competitors are prohibited from accessing the Services, except with Zenlayer’s prior written consent. This Agreement was last updated on March 1, 2026. It is effective between Customer and the Zenlayer entity listed on the Service Order Form as of the date of Customer’s accepting this Agreement (the “Effective Date”). Zenlayer reserves the right to update this Agreement at any time, and the latest version posted on Zenlayer’s website shall govern all Service Order Forms (“SOF”) currently in effect and executed thereafter. Zenlayer and Customer hereinafter shall be referred to collectively as the “Parties” or individually as a “Party.” **Therefore, the parties agree as follows:** 1\. **DEFINITIONS.** Capitalized terms used in this Agreement shall have the meanings assigned to them hereunder, or as defined in the relevant clauses of this Agreement: 1.1. **“Acceptance Period”** shall mean the period of time Customer has to validate performance of the Services. The duration of the Acceptance Period is unique for each Service and can be found in the applicable SLA for each such Service. 1.2. **“Affiliate”** shall mean any person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or under common control with such party. As used herein, “control” shall mean the ownership of more than 50% of the outstanding shares or equivalent interest entitled to vote. 1.3. **“Charge(s)”** shall meanthe rates for the Services provided by Zenlayer and invoiced to Customer. 1.4. **“Charge Increase”** shall mean an increase in the price of a Service. 1.5. **“Confidential Information”** shall mean this MSA and all confidential information of any type and form provided by the Discloser to the Recipient that is designated or identified as “Confidential” or “Proprietary” or similar marking or would reasonably be regarded as being of a confidential nature. Confidential Information shall include, without limitation, (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products, network design and traffic, service performance, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of Company’s employees, contractors, and other agents; and (iv) the existence of any business discussions, negotiations, or agreements between Company and Receiving Party or any third party. The term “Confidential Information” shall not include information that: (i) was in Recipient’s possession before receipt from Discloser; (ii) is independently developed by or for Recipient without reference to Discloser’s Confidential Information; (iii) is rightfully received by Recipient from a third party without a duty of confidentiality; or (iv) is or becomes available to the public through no fault of Recipient. 1.6. **“Customer”** shall mean the customer as described above in the first paragraph of this Agreement, Customer’s authorized End-Users, or any other Zenlayer-authorized third parties appointed by Customer for the purpose of utilizing Customer’s Services. 1.7. **“Discloser”** shall mean the disclosing party of any and all Confidential Information of any type and form for the purposes of performing obligations under this Agreement. 1.8. **“Disputed Amount”** shall mean any good faith dispute by Customer to any amount in an invoice. 1.9. **“Dispute Date”** shall mean the date no later than ten (10) calendar days after the invoice date, prior to which Customer shall notify Zenlayer of any Disputed Amount they have regarding such invoice. 1.10. **“Due Date”** shall mean the expiration of a period of thirty (30) days from the date the invoice is sent to Customer. 1.11. **“End User”** shall mean any third-party appointed by Customer to be the end-user of the Services and authorized by Zenlayer pursuant to Section *3.2* of this Agreement. 1.12. **“Initial Service Term”** shall mean the period of time set forth in the Service Order Form, or if no term period is specified in the applicable Service Order Form, then the Initial Service Term shall be presumed to be one (1) year. 1.13. **“Invoice Dispute Notice”** shall mean Customer’s written notice to Zenlayer with a detailed explanation of any Disputed Amounts on their invoice. 1.14. **“Monthly Recurring Charges”** or **“MRC”** shall mean the monthly Charges for the provision of Services. 1.15. **“Non-Recurring Charges”** or **“NRC”** shall mean the one-time Charges for the provision of Services. 1.16. **“Notice of Increase”** shall mean Zenlayer’s ninety (90) days prior written notice to Customer of a Charge Increase. 1.17. **“Recipient”** shall mean the receiving party of any and all Confidential Information of any type and form from Discloser for the purpose of performing obligations under this Agreement. 1.18. **“Renewal Service Term”** shall mean renewal of the Services pursuant to the SOF for successive one (1) year periods upon expiration of the Initial Service Term or subsequent Renewal Service Term. 1.19. **“Service(s)”** shall mean the services offered by Zenlayer, including but not limited to, Zenlayer Bare Metal Cloud, Zenlayer Cloud WAN, Zenlayer Edge Computing Network, Zenlayer Edge Data Center services, Zenlayer IP Transit, and Zenlayer Cloud Networking. 1.20. **“Service Delivery Date”** shall mean the date Zenlayer delivers the Service(s) to Customer for Delivery Confirmation. 1.21. **“Service Activation Date”** shall mean the earlier of (a) the date Customer accepts the Service or (b) the expiration of the Acceptance Period found in the applicable SLA for each such Service. 1.22. **“Service Activation Notice”** or **“SAN”** shall mean the notice given by Zenlayer to Customer signifying the start of the Service billing cycle. 1.23. **“Service Level Agreement”** or **“SLA”** shall mean the applicable Service Level Agreement for each Service ordered, annexed hereto together with all schedules thereto. 1.24. **“Service Order Form”** or **“SOF”** shall mean the order form (a) executed by Customer to purchase Services and (b) executed by Zenlayer to agree to provide such Services under this Agreement. The SOF will indicate the specific Service requested by Customer and information reasonably necessary for Zenlayer to provide that Service, including but not limited to the Service Term and the associated fees. 1.25. **“Service Term”** shall mean either the Initial Service Term or any subsequent Renewal Service Term of the Services, as applicable. 1.26. **“Taxes”** shall mean all taxes, including but not limited to, withholding, property, use, value-added, sales, and other present and future taxes and duties or similar tariffs that may be imposed on or incident to the provision, sales, or use of the Services in any jurisdiction. 1.27. **“Termination Payment”** shall be an amount equal to the sum of: (a) 100% of the MRC for each terminated Service multiplied by the number of months remaining in the Service Term; plus (b) all supplemental charges and NRC charges (including NRC that were waived by Zenlayer at the time that Customer entered into the SOF); plus (c) in the case of Colocation Services, the costs incurred by Zenlayer in returning the collocation space to a condition suitable for use by other parties, and (d) in the case of Customer’s failure to pay, all collections and attorneys’ fees spent on recovering payment, whether or not a legal claim is filed. ### 2. TERM OF SERVICE; SERVICE ACTIVATION. 2.1. *General.* Zenlayer, either directly or through its Affiliates, underlying carriers, or Zenlayer-authorized third parties, shall provide Customer with Services as mutually agreed in the applicable SOF. The SOF will indicate the Service(s) requested and information reasonably necessary for Zenlayer to provide such Service(s). By executing the SOF, Customer agrees to accept and pay for the Services specified in the SOF during the Service Initial Service Term and for any Service Renewal Service Term. All Service-related terms and conditions, including respective service level guarantees, are defined in the applicable SLA, attached hereto, and incorporated herein. 2.2. *Term.* 2.2.1. Agreement*.* This MSA becomes effective on the Effective Date and will remain in full force and effect for three (3) years unless otherwise terminated pursuant to Section *11*. Thereafter, the MSA shall be automatically renewed for successive one (1) year periods, until one Party notifies the other Party of its intent not to renew in writing no less than thirty (30) days prior to the end of the then-current term. 2.2.2. Service Order Form. Each Service under a SOF will commence on the Service Activation Date and shall continue for the Initial Service Term and any subsequent Renewal Service Term(s), unless one Party notifies the other Party in writing no less than ninety-five (95) days prior to the end of a Service Term that the Party wishes to terminate the SOF. In the event there are multiple Services ordered under a single SOF, the Service Term of each Service will begin on the date a SAN is issued for each such Service and continue through the length of the Service Term stated in such SOF. Customer acknowledges and agrees that this may result in multiple Service Terms with different start and end dates in a single SOF. 2.2.3. If the Service Term of a Service extends beyond the expiration or termination of this MSA, then this MSA shall continue to govern the provision of such Service. 2.2.4. The early termination of any individual Service or SOF will not diminish, alter, or nullify Customer’s ongoing responsibility to fulfill its payment obligations for the entire Service Term of such Service or SOF. 2.3. *Delivery Confirmation and Acceptance.* Once Zenlayer has sent Customer a delivery confirmation via a SAN, Customer shall have the opportunity to validate the proper functioning of the Service(s) during the Acceptance Period. Thereafter, billing shall commence once (a) Customer accepts the Service(s), or (b) Zenlayer does not receive a written notice of Service(s) acceptance issues within the Acceptance Period, or (c) Customer refuses to allow Zenlayer to rectify any issues for any reason. 2.3.1. SAN delivery and Service acceptance confirmation may be sent via a method agreeable to both Parties, including but not limited to, e-mail, text messages and social media messengers, such as WeChat and WhatsApp, or enterprise communication tools, such as Slack or Microsoft Teams. 2.3.2. After receipt of the Delivery Confirmation, Customer must notify Zenlayer in writing of any Service activation issue prior to the end of Acceptance Period. In the absence of any such notice, the Service will be deemed accepted by Customer. 2.3.3. For the specific Acceptance Period applicable to each Service, please refer to the applicable Service SLA. 2.3.4. Customer agrees to provide all information, equipment, or other materials required for Zenlayer to deliver the Service(s) within a reasonable amount of time after execution of an SOF. In the event that Customer engages in deliberate actions that cause unreasonable delay or obstruction in the delivery of an executed SOF, Customer hereby agrees and acknowledges that Zenlayer shall have the right to initiate billing for the contracted Service(s) in its sole discretion, regardless of whether such Service(s) have been delivered and/or accepted, and Customer shall be fully liable for such Charges, including all MRC and NRC amounts quoted in such SOF. 2.4. *Professional Services.* Upon payment of any applicable professional services fees and related expenses, Zenlayer shall use reasonable commercial efforts to provide agreed upon professional services at mutually agreed upon rates. If the Customer’s work requires more hours than originally estimated, or if Zenlayer is requested to provide additional professional services beyond those ordered in an SOF, Customer agrees that it will pay Zenlayer for such additional hours and professional services at Zenlayer’s then-current rates. ### 3. CUSTOMER OBLIGATIONS. 3.1. *Acceptable Use of Services.* Customer represents and warrants that it will not misuse, abuse, or fraudulently use the Services or permit third parties to do so by: (i) Obtaining or attempting to obtain Services by any means or device with the intent to avoid payment; (ii) Obtaining or attempting to obtain unauthorized access, alteration, or destruction of any data or information of another Zenlayer customer by any means or device; (iii) Using Services to impair or interfere with the use of equipment or facilities of Zenlayer, its Affiliates or authorized users, or in violation of the law or in aid of any unlawful act; (iv) Using Services to send "junk mail" or "spam" through electronic mail or any other means carried by the Internet, notwithstanding their number or length, and having not been duly and specifically requested by the recipient; (v) Using Services for any purpose that may (a) harass any person or cause damage or injury to any person or property; (b) involve defamatory, harassing, untrue or obscene materials; or (c) promote hatred or harm; (vi) Using Services to impair or interfere with the privacy of any communications; (vii) Using Services to violate the privacy rights of any End User or other individual or data subject for whom Customer controls or processes personal data, or any Data Protection Law (as defined below); (viii) Infringing on any intellectual property rights of Zenlayer or any other third party; (ix) Using the Services for the purpose of by-passing government censorship, laws, or regulations; (x) Installing pirated or illegal software on Customer or Zenlayer equipment; (xi) Infringing, distributing, hacking into, reverse engineering, disabling security devices or codes, modifying, downloading, making copies of or accessing without authorization any equipment, hardware, data, network, or software provided or made available by Zenlayer and/or its Affiliates, vendors, partners, or other authorized third parties; or (xii) Making unauthorized uses, displays, or distributions of the materials, documents, information, or data provided or made available by Zenlayer and/or its Affiliates, vendors, partners, or other authorized third parties. 3.2. *End User.* If Customer is not the end-user of the Services, Customer shall abide by the following: (i) Customer must obtain prior written consent from Zenlayer before authorizing any third-party End Users to access, utilize, or control the Services.Zenlayer has the right to refuse consent to provide Services, directly or indirectly, to any third-party in its sole discretion; (ii) Subject to Section *3.2.(i)*, Customer may enter into a contract with its End Users to access, utilize, or control the Services, provided that the terms and conditions of such contract will be no less restrictive than this MSA and Customer will require its End Users to abide by this MSA and the acceptable use policies set forth at ; (iii) Customer acknowledges and affirms that Customer is not an agent of Zenlayer. Customer cannot and does not represent Zenlayer in any capacity. Any contract or agreement signed between Customer and its agents, customers, Affiliates, or any third party shall not be binding upon Zenlayer; (iv) Customer shall not make any representation or statement regarding the Services other than those contained in Zenlayer’s public marketing and promotional materials; (v) Notwithstanding any contracts or agreements between Customer and its End Users, Customer shall at all times remain fully and primarily responsible and liable for the payment of all Services and for compliance with all other terms and obligations under this Agreement, SOF, SLA, and all claims, obligations, and liabilities arising hereunder and thereunder; (i) Customer will coordinate with its End User to provide any documents that Zenlayer may reasonably require for such End User to receive and use the Services, such as a third-party verification form; and (vi) Customer and its End Users must possess or maintain all licenses, permits, and other requirements that may be applicable to resell or permit third-party use of the Services. 3.3. A violation of Section *3.* By Customer, its Affiliates, agents, representatives, authorized personnel, or End Users shall be deemed a breach of this Agreement and the related SOF. If a breach occurs under this Section *3*, Zenlayer shall have the right to immediately terminate the related Services, SOF, SLA and/or MSA, and seek compensation (including the Termination Payment) from Customer accordingly. ### 4. ZENLAYER OBLIGATIONS. 4.1. Zenlayer, prior to executing any SOF, retains the sole discretion as to whether Zenlayer will provide specific Services to Customer. Notwithstanding any terms in this Agreement, Zenlayer is not required to provide Services to Customer unless and until an SOF is accepted and executed by Zenlayer. 4.2. Zenlayer shall have no obligation to communicate directly with Customer’s End Users. ### 5. PRICE AND PAYMENT TERMS. 5.1. *General.*Services shall be invoiced in accordance with the rates set forth in the SOF. The Charge shall include the Monthly Recurring Charges and Non-Recurring Charges. Customer will make all undisputed payments on or before the Due Date unless otherwise agreed to by the Parties in the SOF. 5.2. *Commencement of Billing.* For the initial and first month’s payment, Zenlayer shall invoice Customer at the beginning of the subsequent month. Billing shall commence on the Service Activation Date. If the Service Activation Date occurs on a date other than the first day of a calendar month, the initial invoice for MRC shall be prorated to an amount equal to the remaining days of the said month following the Service Activation Date multiplied by a rate equal to one-thirtieth (1/30th) of the MRC. 5.2.1. Notwithstanding anything herein to the contrary and in accordance with Section 2.3.4., billing for Services specified in a duly executed SOF may commence at Zenlayer's discretion, even in cases where the Services have not yet been delivered or activated. This billing initiation applies when delays in delivery or activation arise from Customer’s action or inaction, including Customer’s failure to provide requested information or support. Zenlayer will initiate the billing cycle for such Services on the date that Customer is notified in writing that the Services are ready for delivery and activation. In any event, this billing initiation will occur no later than thirty (30) days after the date of SOF execution, unless both Parties mutually agree otherwise in writing. 5.3. *Standard Currency.* All monetary references in this Agreement are in United States dollars, and all financial transactions under this Agreement must be settled in United States dollars. 5.4. *Past Due Amounts.* In addition to other remedies set forth under this Agreement, if Customer fails to pay any undisputed invoice amount by the Due Date, Zenlayer may charge daily interest on the unpaid undisputed amount from the Due Date until the date payment is received at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lower. Zenlayer may suspend Services if Customer delays payment for more than thirty (30) days past the Due Date and may terminate Services if the default is not resolved within five (5) days after suspension of the Services. In the event of a termination due to non-payment, Customer will be deemed to have cancelled its Services pursuant to Section *11.5.* and the applicable Termination Payment shall automatically and immediately become due and payable. 5.5. *Billing Disputes.* If Customer in good faith believes there are Disputed Amounts in an invoice, Customer shall send an Invoice Dispute Notice to [invoice@zenlayer.com](mailto:billing@zenlayer.com) by the Dispute Date. If Customer does not dispute an invoiced amount by the Dispute Date, the entire invoiced amount shall be deemed accepted by Customer. If Zenlayer receives an Invoice Dispute Notice by the Dispute Date, Customer may withhold the disputed portion, provided that the undisputed portion of the payment has been received by Zenlayer by the Due Date*.* The Parties shall follow the dispute procedure set out in Section *12* to resolve any billing dispute*.* Nothing herein shall be construed to constitute a waiver of Zenlayer’s right to declare a default by the Customer under this Agreement or SOF on account of a delinquency, to terminate this Agreement, and to exercise any other rights under this Agreement, SOF or at law or in equity. 5.6. *Tax and Fees.* All amounts payable under this Agreement, or any SOF are free and clear and exclusive of all Taxes. Customer will pay and indemnify Zenlayer for any and all Taxes payable with respect to the purchase and sale of the Services or as otherwise owed in connection with this Agreement or any SOF, except for taxes payable on Zenlayer’s net income. Upon request by Zenlayer, Customer shall promptly provide Zenlayer with official receipts issued by the appropriate taxing authority, or such other evidence as is reasonably requested by Zenlayer to establish that such Taxes have been paid. If, on the other hand, Zenlayer has the legal obligation to collect such Taxes, then such amount shall be added to the applicable invoice and shall be paid by Customer, unless Customer provides Zenlayer with a valid tax exemption certificate authorized by the appropriate taxing authority. Without prejudice to the survival of any other agreement of Customer hereunder, the obligations of Customer contained in this Section *5.6* shall survive the payment in full of all payments hereunder. 5.7. *Adjustment of Charges*. Subject to the terms of the SOF, the Charges during any Service Term shall be fixed. Pursuant to a Notice of Increase, Zenlayer has the right to implement a Charge Increase after the expiration and prior to the renewal of a Service Term. Notwithstanding anything herein to the contrary, a Charge Increase will be deemed accepted if (a) the Customer accepts the Charge Increase in writing; (b) the Customer did not reject the affected Service in writing within thirty (30) days after the date of the Notice of Increase; or (c) the Customer continues to use the Service into the subsequent Service Term. 5.8. *Increased Costs and Fee Adjustment.* Notwithstanding any other provision of the MSA, after the MSA comes into effect, if any new, increased or changed taxes, tariffs, administrative charges, government levies, duties or other related expenses arise in connection with the provision of the services under the MSA (collectively, the “increased costs”), Zenlayer may deliver a written notice to the Customer seven (7) business days in advance to adjust the service fees accordingly, and all such increased costs shall be fully borne by the Customer, and the Customer shall pay the adjusted service fees and all increased costs in full in accordance with the payment and invoicing procedures set forth in the MSA, and such fee adjustment shall be binding on both parties as of the effective date specified in the notice. 5.9. *Payment Fees.* In the event that Zenlayer incurs any third-party processing fees resulting from Customer’s chosen method of payment through no fault of Zenlayer (e.g., credit card fees, wire transfer fees, bounced check fees, etc.), Zenlayer will pass to Customer all such fees without markup. 5.10. Where Zenlayer has suspended the Service(s), in whole or in part, under this Agreement, including but not limited to suspensions pursuant to Sections 3 (Customer Obligations), 5.4 (Past Due Amounts), or 7.5 (Compliance with Laws), charges for the relevant Service(s) will continue to accrue during the period of suspension. ### 6. CONFIDENTIAL INFORMATION; PERSONAL DATA PROTECTION. 6.1. *Confidential Information.* 6.1.1. The Parties acknowledge and agree that in the course of their duties under this Agreement, they may receive or gain access to Confidential Information. The Parties agree that they shall comply with the terms and conditions set forth in this Agreement in their collection, receipt, transmission, storage, disposal, use and disclosure of such Confidential Information and be responsible for the unauthorized collection, receipt, transmission, access, storage, disposal, use and disclosure of the Confidential Information under its control or in its possession. 6.1.2. Recipient will maintain in confidence all Confidential Information of Discloser and will not use such Confidential Information except in connection with its performance of this Agreement as expressly permitted herein. Recipient will take all reasonable measures to maintain the confidentiality of Discloser’s Confidential Information, but in no event less than the measures it uses to protect its own Confidential Information. Each Party will limit the disclosure of such Confidential Information to those of its employees, contractors, agents, or representatives with a bona fide need to access such Confidential Information in order to exercise its rights and obligations under this Agreement; provided that all such employees, contractors, agents, and representatives are bound by a written non-disclosure agreement that contains restrictions at least as protective as those set forth herein. Recipient will be primarily liable to Discloser for the breach of this Section *6.1* by any of its employees, contractors, agents, or representatives. 6.1.3. Recipient’s obligations under this Section *6.1* shall survive for three (3) years following the termination or expiration of this Agreement. 6.1.4. All information exchanged under this MSA is provided “AS IS”, without warranty of any kind. 6.1.5. Each Party acknowledges that its breach or threatened breach of this Section *6.1* may cause Discloser irreparable harm which would not be adequately compensated by monetary damages. Accordingly, in the event of any such breach or threatened breach, Recipient agrees that equitable relief, including a temporary or permanent injunction, is an available remedy in addition to any legal remedies to which the Discloser may be entitled. 6.2. *Personal Data Protection.* 6.2.1. Definition. For purposes of this Section *6.2*, Personal Data includes information that identifies or relates to a particular individual or household, including Customer and its End Users, including but not limited to any name, address, phone number, fax number, email address or IP address which is associated or combined with Customer business information (“**Personal Data**”). 6.2.2. Customer Compliance. Customer agrees to comply with all applicable laws in connection with privacy and the processing, collection, use and protection of personal data in any jurisdiction (collectively, “**Data Protection Law(s)**”), including, but not limited to, the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), and any other applicable laws concerning the privacy of electronic communications with respect to any Personal Data provided to Zenlayer in connection with the Services. *6.2.3.* Processing of Personal Data by Zenlayer. Customer hereby acknowledges and agrees that Zenlayer’s performance of its obligations hereunder and the provision of Services may require Zenlayer to process, transmit and/or store the Personal Data of Customer or Customer’s End Users. By providing Personal Data to Zenlayer, Customer agrees that Zenlayer may process, transmit and/or store Customer’s Personal Data to the extent necessary for, and for the purpose of, enabling Zenlayer to perform its obligations under this Agreement. Customer agrees that Zenlayer may use and provide Customer’s Personal Data to third parties for the purpose of provisioning Services ordered by the Customer. Zenlayer shall take all reasonable steps to protect Personal Data in its possession from unauthorized use, access, disclosure, alteration, or destruction. Zenlayer must immediately notify the Customer of any known or suspected security breach that has resulted in the unauthorized use, access, disclosure, alteration, or destruction of Customer’s Personal Data. 6.2.4. Data Processing Addendum. To the extent that Personal Data is involved in the Services provided and the applicable Data Protection Law requires the execution of supplemental agreements providing additional protections, the Parties agree that such Personal Data shall be subject to a separate Data Processing Addendum that shall be appended to this Agreement. 6.3. *Maintenance of Security*. Customer shall take all reasonable measures to ensure that any information to be transmitted to or from Zenlayer in connection with the Services provided to Customer is secure. Customer shall be solely responsible for authorizing access to any such information in Zenlayer’s possession by its employees, third parties, or End Users. Customer shall require each person having access to the Services to apply and follow reasonable industry standard security and safety measures to protect such information. Zenlayer will not be liable for any action taken by (i) any Customer authorized person on the assets deployed for Customer, and (ii) individuals who were not authorized to have access to the Services but who were able to gain access because of the error or omission of Customer (including inadvertent or direct disclosure of usernames, passwords or account details and other lapses in security by Customer). Customer shall be responsible for all activities that occur under Customer’s usernames, passwords, or accounts or as a result of Customer’s or its authorized person’s access to the Services. The accuracy, veracity, legality or validity of the data or contents provided by Customer and/or its authorized persons and stored in or transmitted to or from Zenlayer’s network, servers, equipment, or databases shall be the exclusive responsibility of Customer. Customer acknowledges that Zenlayer is solely responsible for hosting data and/or information in accordance with Customer’s, its End User’s, and/or its authorized person’s direction and instruction. Zenlayer shall not be liable for (i) any false and/or inaccurate and/or illegal data stored in, processed, or transmitted to or from Zenlayer’s network, servers, equipment, or databases, or (ii) any outcome or result of such storage, processing, or transmission. 6.4. *Zenlayer Rights*. Customer acknowledges and agrees that Zenlayer may take remedial action if any data or content or material violates the acceptable use and other restrictions set forth in this Agreement, including the removal of or disablement of access to such data or content or material. 6.5. Disclosure. Zenlayer may furnish any Customer information as required by applicable laws, regulations, or listing rules of relevant stock exchanges, or pursuant to a valid subpoena, court order, or other equivalent judicial or regulatory order, to any receiver, governmental or quasi-governmental bodies, or to any individual or entity. Notwithstanding anything contained in this Section 6, Zenlayer may furnish Confidential Information and Personal Data to a third party solely for the purpose of providing Services to the Customer, performing the obligations contemplated under this Agreement, collecting delinquent payments, or reclaiming Taxes, provided that such third party has signed a written non-disclosure agreement containing provisions substantially as protective as the terms of this Section 6 and such disclosure is made on a "need-to-know" basis. This Section 6.5 shall not limit the right of either Party to disclose Confidential Information to its respective directors, employees, or professional advisers on a "need-to-know" basis in connection with this Agreement. In the event of a conflict between this Section 6.5 and the terms of a separate nondisclosure agreement signed between the Parties, this Section 6.5 shall take precedence over such nondisclosure agreement. 6.6. *Feedback and Suggestions.* Customer’s feedback and suggestions regarding the Services, their improvement, enhancements, or byproducts shall not constitute Customer’s Confidential Information. Customer acknowledges and agrees that Zenlayer may use such feedback and suggestions without any obligation to provide royalties or other forms of compensation. ### 7. WARRANTY AND DISCLAIMER. **7.1. *****WARRANTY.***** ZENLAYER WARRANTS THAT IT HAS ALL THE REQUISITE PERMITS, LICENSES, AND CAPACITY TO PROVIDE THE SERVICES AND THAT IT WILL DELIVER THE SERVICES USING THE REASONABLE SKILL AND CARE OF A COMPETENT SERVICE PROVIDER.** **7.2. *****DISCLAIMER.***** THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZENLAYER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED , STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR ANY WARRANTIES ARISING UNDER ANY STATUTE, COURSE OF DEALING OR OTHERWISE. NO ADVICE, INFORMATION, OR EXPECTATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CUSTOMER OR ITS END USERS THROUGH USE OF THE SERVICE(S) SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT. ZENLAYER MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ZENLAYER MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICES.** **7.3. Customer will not extend any warranties or guarantees on behalf of Zenlayer with respect to the performance, design, quality, merchantability, or fitness for a particular purpose of the Services. The use of any information or data obtained through the Services is at Customer’s and its End Users’ sole risk.** 7.4. *Representation of Authority.* Each Party represents and warrants that: (i) it has the legal right to enter into this Agreement and perform its respective obligations hereunder; (ii) the performance of its obligations pursuant to this Agreement will not violate any applicable laws or regulations or cause a breach of any rights of third parties; and (iii) the person who executes this Agreement, or any SOF, SLA, or attachments to this Agreement, is duly authorized to do so on behalf of such Party. 7.5. *Compliance with Laws.* Customer represents and warrants that (i) Customer will comply with all applicable laws and regulations; (ii) Customer will be responsible for obtaining and maintaining all necessary licenses, permits, and approvals required by any and all governmental authorities to provide the Services to its End Users and comply with its obligations under this Agreement; and (iii) the use of Services by Customer will be in accordance with such licenses, permits, and approvals. 7.6. *Ethics and Code of Conduct.* Each Party shall uphold the highest standards of business ethics in the performance of this Agreement. 7.6.1. The Parties will provide all possible assistance to each other in order to investigate any possible instance of unethical behavior or business conduct violations by an employee of the other. Each Party will forthwith disclose any known or suspected breach of this Section *7.6.* to allow for timely action in the prevention and detection of unethical behavior. 7.6.2. Each Party will establish suitable procedures to prohibit any unlawful gratification, including bribes or kickbacks, whether in monetary form or otherwise, in the conduct of its business hereunder. ### 8. LIMITATION OF LIABILITY. **8.1. ZENLAYER DOES NOT MONITOR AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR THE CONTENT OF ANY COMMUNICATIONS TRANSMITTED VIA A SERVICE AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE, INFRINGEMENT, ILLEGAL, OR MISUSE OF ANY SERVICE. CUSTOMER SHALL BE SOLELY LIABLE AND RESPONSIBLE FOR THE CONTENT OF ANY COMMUNICATIONS TRANSMITTED VIA AN APPLICABLE SERVICE.** **8.2. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, IN NO EVENT, REGARDLESS OF WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER THE DAMAGES ARE FORESEEABLE BY THE PARTY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE (EXCEPT THAT CUSTOMER SHALL BE LIABLE FOR ANY CHARGES FOR SERVICES OR OTHER AMOUNTS OWED TO ZENLAYER UNDER THIS AGREEMENT), LOSS OF PROFIT, LOSS OF DATA OR INTERRUPTION OR CORRUPTION OF DATA, OR LOSS OF BUSINESS.** **8.3. EACH PARTY’S LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEPT FOR EARLY TERMINATION FOR CONVENIENCE (SEE SECTION *****11.5*****.), CUSTOMER INDEMNIFICATION (SEE SECTION *****9.2.*****) AND SERVICE LEVEL CREDITS (SEE THE RESPECTIVE PRODUCT SLA), SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO ZENLAYER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CAUSE OF ACTION.** **8.4. ZENLAYER WILL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES ATTRIBUTABLE TO ANY SERVICE, PRODUCT, OR ACTION OF ANY PERSON OTHER THAN ZENLAYER AND ITS EMPLOYEES.** **8.5. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ZENLAYER SHALL HAVE NO LIABILITY FOR CLAIMS THAT ARISE DURING A SERVICE TRIAL OR ACCEPTANCE PERIOD.** ### 9. INDEMNIFICATION. 9.1. *Zenlayer Indemnification.* Zenlayer shall indemnify, defend and hold Customer harmless from and against any and all claims, suits, actions, or proceedings **(“Action(s)”)** brought by any third party against Customer to the extent the Action is based upon a claim that the Service(s), as provided by Zenlayer to Customer under this Agreement, infringe or misappropriate any intellectual property rights. This indemnity obligation does not extend to any open source software embedded or included in the Service(s). 9.1.1. If Customer’s use of any of the Services hereunder is, or in Zenlayer’s opinion is likely to be, enjoined due to the type of claim specified in Section *9.1*. above, then Zenlayer may, at its sole option and expense: (i) procure for Customer the right to continue using such Services under the terms of this Agreement; or (ii) replace or modify such Services so that they are non-infringing and substantially equivalent in function to the enjoined Services. 9.1.2. Zenlayer will have no obligation under Sections *9.1.* or *9.1.1.* for any claim of infringement to the extent that it results from Service(s) or portions or components thereof: (i) that are not supplied by Zenlayer, (ii) that are made in whole or in part in accordance to Customer’s specifications, (iii) that are modified after shipment or deployment by Zenlayer, if the alleged infringement relates to such modification, (iv) that are combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, (vi) where Customer’s use of the Service(s) is incident to an infringement not resulting primarily from the Service(s) and its intended application, or (vii) where Customer’s use is not strictly in accordance with this Agreement. 9.1.3. THE PROVISIONS OF THIS SECTION 9.1 SET FORTH ZENLAYER’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND. 9.2. *Customer Indemnification.* Customer shall indemnify, defend, and hold Zenlayer and its Affiliates harmless from and against any and all Actions brought by a third party against Zenlayer or its Affiliates to the extent arising out of, alleging, or relating to: (a) any breach of Section *3.* of this Agreement by Customer or its End Users; (b) any bodily injury or property damage caused by Customer, its End Users, or its or their authorized personnel; or (c) infringement or misappropriation of any intellectual property rights by Customer, including those excluded from Zenlayer’s indemnity obligation by Section *9.1.2.* 9.3. *Notice.* Each party’s indemnification obligations in this Agreement shall be subject to (i) receiving prompt written notice of the existence of any Action; (ii) being able to, at its option, control the defense and any related settlement of such Action; (iii) permitting the indemnified party to participate in the defense of any Action at its own expenses; and (iv) receiving reasonable cooperation from the indemnified party in the defense thereof. Notwithstanding the foregoing, neither Party may settle any Action against the other Party without that party’s prior written consent, which shall not be unreasonably withheld. ### 10. OPERATIONAL MATTERS. 10.1. *Security.* Customer acknowledges and agrees that Zenlayer is not responsible for the security of Customer’s services, connections, or traffic, and has no obligation to ensure and makes no representations or warranties concerning the security of such Services, including but not limited to, any communications, connections, or traffic passing through Zenlayer’s network or equipment. 10.2. *Content.* Zenlayer shall have no liability or responsibility for the content of any communications transmitted via the Services. Customer agrees that it shall make no claim whatsoever against Zenlayer relating to the content of the Internet or respecting any information, product, service, or software ordered through or provided by the Internet. 10.3. *Service Level Agreement*. Zenlayer agrees to provide the Services to Customer in accordance with the applicable SLA which may be updated from time-to-time by Zenlayer. Customer acknowledges and agrees that upon the execution of any SOF under this MSA, Customer shall be deemed to have accepted the terms set forth in the applicable SLA located at [https://www.zenlayer.com/sla/](https://nam11.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.zenlayer.com%2Fsla%2F\&data=05%7C02%7Cdiana.shather%40zenlayer.com%7C47f00b16309e4e169d1b08dc6494fe42%7C0d27725cb11d49f0b479a26ae758f26d%7C1%7C0%7C638495838322043469%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C\&sdata=0tUCtTchg3%2BQcBEcOcTeSh2PKJZ5fPICdPfbB%2FhKKTc%3D\&reserved=0). In the event of an interruption in Service (“Service Outage”), Customer shall be entitled to a credit as set forth in the applicable SLA. The SLA provides the sole remedy for service interruption or service problems for that Service. Under no circumstances shall a Service Outage be deemed a default under this MSA or any SOF. 10.4. *Maintenance.* Zenlayer may suspend Services for network maintenance. Zenlayer will provide Customer with reasonable prior notice of any routine or scheduled maintenance downtime. In the event that emergency downtime is required, Zenlayer will provide as much notice as is practicable under the circumstances. In all events, Zenlayer will endeavor to minimize disruptions to the Services. Maintenance downtime, whether planned or unexpected, will not be considered a Service Outage and is not entitled to any credits. ### 11. SUSPENSION; TERMINATION. 11.1. *General.* Zenlayer processes all Service terminations at the end of each calendar month. Any notice of early termination must be delivered to Zenlayer in writing and will be effective thirty (30) days after receipt. 11.2. *Failure to Pay.* Zenlayer, without prejudice to its other rights at law or in equity, may suspend or terminate this Agreement or any Service immediately and without further notice, if Customer fails to pay any overdue undisputed invoiced amount and does not cure such default within thirty (30) days after written notice from Zenlayer. After such termination for failure to pay, Zenlayer may dispose of Customer’s equipment or take possession of any leased Zenlayer equipment, and Customer shall remain responsible for all unpaid invoiced amounts and the Termination Payment, if applicable. 11.3. *Temporary Suspension of Services Without Prior Notice*. Customer agrees and accepts that Zenlayer shall be entitled to suspend Services without prior notice in circumstances where prior notice is not practicable, including : (i) “Network flooding” or “DDOS” attacks at Zenlayer premises or on Zenlayer servers; (ii) the Service(s) or a data center is being affected by viruses or malware; (iii) faulty hardware that requires repair or replacement; (iv) Services being used in violation of the terms and conditions in this Agreement, the SOF, the SLA or any Data Protection Addendum; (v) to protect equipment in the event of a threat of breakdown or where there is valid reason to believe that not suspending Service(s) would cause loss to other customers; (vi) in cases where suspension is required by law; or (vii) in such other circumstances as Zenlayer may reasonably determine. Zenlayer shall inform Customer as soon as possible of any suspension of Service under this Section. 11.4. *Termination for Cause.* 11.4.1. Either party may immediately terminate this Agreement, any Service or SOF by written notice to the other Party if: (i) the other Party breaches any material term or condition of this Agreement (including but not limited to Sections *3.*, *7.4.*, and *7.5.*) or SOF and fails to cure such breach within thirty (30) days after receipt of written notice of the same; (ii) the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; or (iii) the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing. 11.4.2. Zenlayer may immediately terminate or suspend this Agreement, any SOF, or any Services without notice if Customer breaches any of its representations or warranties or its obligations under Sections *3.1.* or *3.2.* above, or if Zenlayer receives a court- or government-ordered suspension or termination. 11.5. *Termination for Convenience.* Subject to Section *11.6.*, Customer may terminate a Service prior to the natural expiration of its Term for any reason with at least thirty (30) days’ prior written notice. 11.6. *Termination Payment.* If Customer terminates a Service or SOF before the expiration of its applicable Service Term for any reason other than pursuant to Section *11.4.1.*, or Zenlayer terminates a Service early for failure to pay in accordance with Section *11.2.*, Customer shall incur an early Termination Payment charge as its sole liability for an early termination. Customer agrees that if a Service is terminated, the actual anticipated loss that Zenlayer would likely suffer would be difficult or impossible to determine and the charges set forth herein constitute a reasonable estimate of the anticipated loss from such termination and do not constitute a penalty. The Termination Payment shall become due and payable immediately upon termination. 11.7. *Effect of Termination.* Upon the effective date of termination of any SOF or Service: (i) Zenlayer will cease providing all applicable Services; (ii) Zenlayer will invoice Customer for any and all payment obligations under this Agreement and such SOF for Services provided up to the date of termination, including the Termination Payment, if applicable. Customer shall promptly pay and settle all outstanding invoices;and (iii) All Customer data stored on Zenlayer’s systems in connection with the terminated SOF or Service will be automatically and permanently deleted upon termination or expiration, without prior notice to Customer. Customer is solely responsible for exporting or retrieving its data prior to termination or expiration. Neither Party shall access, retain, or use the other Party’s data following termination except as required to comply with applicable law, to fulfill payment, invoicing, or dispute resolution obligations, or as otherwise expressly permitted under this Agreement. 11.8. *Service Reactivation.* If a Service was suspended or terminated pursuant to Sections *11.2.*, *11.3.(iv)*, or *11.4.,* Zenlayer shall have sole discretion in determining whether to reactivate the suspended or terminated Service at Customer’s request. Customer shall bear all costs associated with reactivation of Service. ### 12. DISPUTE RESOLUTION. 12.1. *Dispute Resolution.* The dispute resolution provisions of this Section 12.1 shall be the exclusive mechanism to resolve disputes under this Agreement. The Parties agree to use their respective best efforts to resolve any dispute(s) that may arise out of or in connection with this Agreement, SOF, SLA, or non-disclosure agreement (“Issue”). In the event of an Issue, the initiating Party shall notify the other Party no later than thirty (30) days after the discovery of the Issue (“Issue Notice Date”). The Parties agree that they shall first endeavor to resolve the Issues through informal negotiations within thirty (30) days after the Issue Notice Date. If the Parties are unable to resolve the dispute in good faith through the informal negotiations, including through escalation of the Issues to senior executives of each Party, within thirty (30) days of the Issue Notice Date, the Issue shall be resolved by arbitration, in accordance with Section 12.2 below. The Parties agree that arbitration shall be the exclusive means for resolving Issues which the Parties cannot otherwise resolve through informal negotiations. 12.2. *Arbitration*. Any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement or any Services provided pursuant to this Agreement, including, without limitation, any action or claim based on tort, contract, or statute, or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement or Services rendered hereunder ("Claim"), shall be resolved by final and binding arbitration (except to the extent that final and binding arbitration of disputes involving the payment of fees is prohibited by California law). The initiating Party shall have thirty (30) days from the last date of informal negotiations to submit a Claim for arbitration. The arbitration shall be conducted by and submitted to a single arbitrator ("Arbitrator") selected from JAMS ("JAMS"), in accordance with its then existing Comprehensive Arbitration Rules & Procedures; however, upon the written demand of any party to the arbitration, the arbitration shall be conducted by and submitted to three Arbitrators selected from and administered by the JAMS Comprehensive Arbitration Rules & Procedures. The arbitration hearing shall be held in Los Angeles, California in accordance with California Code of Civil Procedure §§ 1280 et seq., unless Customer is a non-U.S. entity, in which case the arbitration may be held in a different mutually agreeable venue. The language of the arbitration shall be in English. Each Party shall be responsible for its own arbitration fees. The arbitration provisions of this Agreement shall not prevent any Party from obtaining injunctive or other equitable relief from a court of competent jurisdiction to enforce the obligations for which such Party may obtain provisional relief pending a decision on the merits by the arbitrator. The Arbitrator(s) shall NOT be authorized to reform, modify or materially change this Agreement or other agreements entered into between the parties. Each Party shall bear its own attorneys' fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator(s) and JAMS; however, the Arbitrator(s) shall be authorized to determine whether a Party is the prevailing Party and, if so, to award to that prevailing Party reimbursement for its reasonable attorneys' fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Arbitrator(s) and JAMS. The Arbitrator(s), and not a court, shall also be authorized to determine whether this arbitration provision applies to a Claim sought to be resolved hereunder. The Arbitrator(s) shall, within fifteen (15) calendar days after the conclusion of the arbitration hearing, issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Absent the filing of an application to correct or vacate the arbitration award under California Code of Civil Procedure sections 1285 through 1288.8, each Party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence. The Parties agree that they shall endeavor to resolve any such Claim submitted for arbitration within 180 days from the first scheduled date of commencement of arbitration proceedings. ### 13. MISCELLANEOUS PROVISIONS. 13.1. *Force Majeure.* Except for the obligation to pay for Services already rendered by Zenlayer, neither Party will be liable for any failure or delay in its performance under this Agreement or any SOF due to any cause beyond its reasonable control, including acts of war, acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, unforeseen technical or utility failure, governmental act, or failure of the Internet, provided that the delayed Party: (a) gives the other Party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. 13.2. *Intellectual Property.* Zenlayer grants to Customer a non-exclusive, non-transferrable license to use Zenlayer’s intellectual property for the sole purpose of using the Service(s) as contemplated in this Agreement. Customer shall not reproduce, modify, adapt, translate, reverse engineer, or disassemble any software or Service. Except for the limited license granted in this Section, all legal and beneficial rights in and to Zenlayer’s intellectual property will at all times remain the sole property and right of Zenlayer. 13.3. *No Third-Party Beneficiaries.* Zenlayer and Customer agree that, except as otherwise expressly provided in this MSA, there shall be no third-party beneficiaries to this MSA, including but not limited to the insurance providers for each Party and Customer’s End Users. 13.4. *Governing Law.* This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law provisions or the UN Convention on the International Sale of Goods. 13.5. *Legal Compliance.* By executing this Agreement, each Party represents and warrants that (i) it is not located in a country that is subject to a U.S. embargo, or that has been designated by the United States as a “terrorist supporting” country, (ii) it is not listed on any U.S. government list of prohibited or restricted parties, including the United States Department of Commerce’s Bureau of Industry and Security’s Entity List, and (iii) it is not listed as a prohibited or restricted party in any of the territories in which Services under this Agreement are to be delivered. 13.6. *Anti-Bribery and Anti-Corruption.* Each Party shall comply with all applicable laws and regulations on bribery, corruption, and prohibited business practices. In conformity with the Foreign Corrupt Practices Act and with Zenlayer’s corporate policies regarding foreign business practices, Customer shall not directly or indirectly make an offer, payment, promise to pay or authorize the giving of anything of value for the purpose of influencing an act or decision of an official, employee, candidate or party of any government (including a decision not to act) or inducing such a person to use their influence to affect any such governmental act or decision in order to assist Zenlayer in obtaining, retaining or directing any such business. 13.7. *Severability*. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision of the Agreement may be amended to achieve as nearly as possible the intent of the Parties, and the remainder of this Agreement will remain in full force and effect. 13.8. *Waiver*. The failure by either Party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Neither Party will be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by a duly authorized representative of the Party against which such waiver is asserted. 13.9. *Assignment.* This Agreement may not be assigned directly, indirectly, or by operation of law, in whole or in part, by either Party without the express prior written consent of the other Party. 13.10. *Relationship of Parties.* Zenlayer and Customer are independent contractors, and this Agreement does not establish any relationship of joint venture, employment, franchise, or agency between the Parties. Except as expressly provided herein, neither Party nor its employees have the right or authority to exercise any control whatsoever over the activities or operations of the other Party or to bind or commit the other Party in any way or to incur any obligation on its behalf. 13.11. *Entire Agreement; Counterparts; Originals*. This Agreement, including any applicable SLA, and all properly executed SOF incorporated herein, constitutes the complete and exclusive agreement between the Parties relating to its subject matter, and supersedes and replaces any prior or contemporaneous discussions, negotiations, understandings, and agreements, written and oral, relating to its subject matter, and all past dealing or industry custom. Customer acknowledges and agrees that any purchase order, memorandum, or other instrument issued by Customer (any such instrument, a “Customer Document”) is for Customer’s internal administrative purposes only. No Customer Document shall be binding upon Zenlayer unless such Customer Document is specifically referenced and accepted by Zenlayer in the applicable SOF. This Agreement and any SLA or SOF may be executed in any number of counterparts. Each counterpart will be deemed an original and all counterparts will constitute one agreement binding on both Parties. Electronic signatures will be considered binding for all purposes. 13.12. *Modifications and Amendment.* This Agreement and any SOF may be changed or modified only by a written document signed by authorized representatives of both Parties. 13.13. *Survival.* The expiration or termination of this MSA shall not relieve either Party of those obligations that by their nature are intended to survive. 13.14. *Headings.* The clause headings contained herein are for convenience and are not to be used in its interpretation. 13.15. *Notification of Substantial Change.* Customer shall notify Zenlayer of any substantial change to Customer’s business, including but not limited to a change of entity name. 13.16. *Notice.* Unless otherwise stated herein, any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by e-mail (with proof of receipt or delivery via electronic logs), or United States certified mail, return receipt requested, to the address set forth below or at such other address as may hereafter be furnished in writing by each Party to the other Party. All notices to Zenlayer shall be addressed to the following: Zenlayer Inc. 21700 E. Copley Drive, Suite 350 Diamond Bar, California 91765 Attention: Legal Affairs Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer. 13.17. *Execution and Conflict of Terms.* In the event of a conflict between the terms and provisions set forth in this MSA, an associated SLA, and any SOF, precedence shall be given first to the SOF, followed by the applicable SLA, and then the MSA. # California Privacy Policy Last updated: January 1, 2023 Effective Date: January 1, 2023 This section contains disclosures required by the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020, hereinafter “CCPA”) and applies only to processing personal information of California residents that is subject to the CCPA. ## ***Categories of Personal Information Disclosed and Categories of Third Parties to Whom it was Disclosed*** For Zenlayer Console customers, we may have disclosed your identifiers (e.g. name, address, email, phone number) and commercial information (e.g. products or services purchased, purchase history) to third-party service providers (e.g. Salesforce, NetSuite, Google Analytics, PostHog) in order to generate bills, provide support to the customers, optimize customer experience, and understand product usage, etc. ## ***Categories of Personal Information Shared and Categories of Third Parties to Whom it was Shared*** For the purposes of this California Privacy Policy, “shared” or “sharing” means transfer of personal information to third parties for cross-context behavioral advertising. The following categories of personal information may have been shared with a third party for cross-context behavioral advertising: * Personal identifiers, such as your name, phone number, address and email address; * Internet or other electronic network activity information, such as your IP address, type of browser, version of operating system, device identifiers, and mobile advertising identifiers; and * Information about you and your use of the Zenlayer Console. Each of the categories of personal information listed above may be shared with the following categories of third parties for cross-context behavioral advertising: * Advertising publishers that place advertisements for us, such as Google, LinkedIn and Meta; * Third parties that provide statistical and analytic information regarding the effectiveness of our marketing. Zenlayer never sells your personal information for money. Zenlayer allows third parties to place tracking technologies like cookies and pixels on our Sites, which allow those companies to receive information about your activity on our Sites that is associated with your browser or device. The companies may use that data to serve you more relevant ads on our Sites. Under the CCPA, this may constitute “sale” of your personal information. Zenlayer does not collect or use your sensitive personal information. Zenlayer does not knowingly sell or share the personal information of consumers under 16 years of age, unless we receive affirmative authorization (opt-in) from either the minor who is between 13 and 16 years of age, or the parent or guardian of a minor less than 13 years of age. ## ***Retention of Personal Information*** Zenlayer retains your personal information only for as long as is reasonably necessary to fulfill the purpose for which it was collected. However, if necessary, we may retain your personal information for longer periods of time, until set retention periods and deadlines expire, for instance where we are required to do so in accordance with legal, tax and/or accounting requirements set by a legislature, regulator or other government authority. ## ***Your California Privacy Rights*** If you are a resident of the state of California, you are entitled to make certain requests regarding your personal information. Zenlayer will fulfill each of the below requests per the requirements of California law. 1. Request to Access. You can request access to the personal information we may have collected about you. 2. Request to Correct. You can request us to correct inaccurate personal information we may have about you. 3. Request to Delete. You can request that we delete your personal information. We will delete your personal information to the extent required by law. 4. Do Not Sell My Personal Information. You can request us to opt out of the sale of your personal information to a third party. 5. Do Not Share My Personal Information. You can request us to stop sharing your personal information for cross-context behavioral advertising. You can use this online request [Form](https://privacyportal.onetrust.com/webform/690bae96-017d-4648-851f-b94ce71ad17f/5ed0ecbe-54ff-44a0-b94c-ed06411f8d1e) or email Zenlayer at if you are interested in exercising any of the above rights. We will not discriminate against you for exercising your rights. This generally means we will not deny you goods or services, charge different prices or rates, provide a different level of service or quality of goods, or suggest that you might receive a different price or level of quality for goods. Please note that deleting your personal information may impact your ability to use our Sites and online features, including closure of your online account. ## **Verifying Your Identity** Because we want to avoid taking action regarding your personal information at the direction of someone other than you, only you or an authorized agent permitted to act on your behalf may submit a request. The CCPA also requires that we verify the identity of each person who makes a request to access, correct, or delete. To verify your identity, we will ask you to provide your first name, last name, email address, state, and zip code in the online webform or email request. We will seek to match any personal information you provide when submitting your request to any personal information we already maintain. In some cases, we may ask you to provide additional information and/or documentation. If we can’t verify your identity, we will notify you, and your request to access, request, or delete your personal information may not be processed. Any requests may be denied if we have reason to believe they are fraudulent. ## **Contact Us** If you have any comments or questions regarding the California Privacy Policy or our personal information handling practices, please email . You can also write to us at the following address: Zenlayer, Inc. Attn: Legal Department 21680 Gateway Center Dr. Suite 350 Diamond Bar, CA 91765​ # AI Gateway Service Terms Last updated: August 12, 2026 IMPORTANT – PLEASE READ CAREFULLY: THESE AI GATEWAY SERVICE TERMS ("TERMS") CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN ZENLAYER ("ZENLAYER," "WE," "US," OR "OUR") AND THE CUSTOMER ("CUSTOMER," "YOU," OR "YOUR"). ZENLAYER AND CUSTOMER ARE EACH REFERRED TO AS A "PARTY" AND COLLECTIVELY AS THE "PARTIES". THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE AI GATEWAY SERVICES. BY CHECKING THE BOX OR PLACING AN ORDER ON THE ZENLAYER PLATFORM, CUSTOMER REPRESENTS THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICES. ## 1. DEFINITIONS AND INTERPRETATION 1.1 "AI Gateway Services" or "Services" means the hosted platform services provided by Zenlayer that enable Customer and/or its customers to access and use AI Model capabilities through a unified gateway and management layer. The Services may include model access orchestration, routing, request processing, account management, usage tracking, billing support, technical support, and other platform management functions. The Services are provided as cloud services and do not constitute a transfer or resale of, or a separate grant of ownership in, any underlying models, software, or intellectual property. The specific list of accessible models, service content, functions, and technical specifications are as displayed in real time on the Platform. 1.2 "Platform" means Zenlayer’s online console located at (or any successor URL), where Customer registers, selects services, places orders, manages its account, views consumption records, and accesses the APIs. 1.3 "AI Model" means the various generative artificial intelligence models operated and provided by third-party AI providers (the "Model Providers") that are accessible to Customer through the Platform. 1.4 "Model Provider" means the independent third-party entity that provides AI Models and makes model services available to Customer through the Platform. Zenlayer and Model Providers are independent legal entities and do not have any agency, partnership, joint venture, or employment relationship. 1.5 "AI Model Terms" means the specific usage terms, license conditions, prohibited use provisions, regional restrictions, privacy policies, data use policies, and other rules established by each Model Provider for its AI Models, including without limitation any provisions regarding model training, data storage, and opt-out mechanisms. 1.6 "Order" means the service purchase record generated by Customer through self-service ordering on the Platform, including without limitation the specific service products, configurations, service period, and fees selected by Customer. Each Order constitutes an integral part of these Terms. 1.7 "Platform Rules" means all rules, policies, guidelines, instructions, and notices posted on the Platform by Zenlayer that Customer must comply with when using the Services, including without limitation these Terms, the privacy policy, product documentation, and API usage guidelines. 1.8 "Effective Date" means the date on which Customer first accepts these Terms by checking the box or placing an Order on the Platform. 1.9 "Acceptable Use Policy" or "AUP" means Zenlayer’s acceptable use policy governing permitted and prohibited uses of the Services, as updated from time to time. 1.10 "Personal Data" has the meaning given under applicable data protection law, including the GDPR where applicable. 1.11 "Data Processing Addendum" or "DPA" means Zenlayer’s data processing addendum, available at (or any successor URL), which applies where Zenlayer processes Personal Data on behalf of Customer. 1.12 "Input" means any prompt, instruction, query, file, text, image, audio, video, code, data, or other content submitted by Customer or its end users to the Services. 1.13 "Output" means any response, completion, or other result generated by the Services in response to an Input. 1.14 "Sensitive Data" means any data that is subject to heightened legal, regulatory, or contractual protection, including without limitation personal health information, financial account data, government identification numbers, classified information, export-controlled technical data, and special categories of personal data under applicable data protection law. ## 2. SERVICE DESCRIPTION AND PLATFORM ROLE 2.1 Service Scope and Platform. Zenlayer agrees to provide the AI Gateway Services to Customer in accordance with these Terms and the Orders subsequently generated through the Platform. Zenlayer may add or remove AI Models from the Services at any time and may not provide separate notice for each change. The specific content, functions, pricing, billing methods, usage restrictions, and technical documentation of the Services are as displayed in real time on the Platform. 2.2 Platform Role and Limitation of Liability. (1) Zenlayer provides the Services in two modes: (a) as an intermediary routing platform that transmits Customer’s requests to third-party Model Providers and returns the resulting Outputs ("API Routing Services"); or (b) as a direct operator of AI inference infrastructure, processing Customer’s Inputs on Zenlayer’s own servers, which may include open-source or other AI models deployed by Zenlayer ("Dedicated Inference Services"). The mode applicable to a given AI Model is indicated on the Platform at the point of selection. The Data Processing Addendum applies to both service types, with obligations varying by service type as described therein. For API Routing Services, Zenlayer operates as a stateless pass-through relay and does not store or retain any Input or Output content beyond what is necessary for real-time transmission. For Dedicated Inference Services, Zenlayer processes Inputs directly on its own infrastructure and the substantive DPA obligations apply in full. (2) Zenlayer makes no warranty or representation whatsoever regarding the legality, accuracy, completeness, reliability, security, non-infringement, quality, performance, or suitability for any purpose of any AI Model or its Outputs, and assumes no responsibility for any related content. Customer acknowledges and agrees that Zenlayer shall not be liable for any operation, interruption, termination, or Output of any AI Model. (3) The availability of a particular AI Model may change, be modified, suspended, or terminated from time to time due to the Model Provider’s service decisions, technical or operational requirements, export control restrictions, legal or regulatory requirements, business strategy adjustments, or any other reason. Zenlayer reserves the right, in its sole discretion, to suspend, limit, or terminate Customer’s access to any affected AI Model or related services to ensure compliance with applicable requirements. If the unavailability, suspension, interruption, or termination of Services is attributable to the Model Provider, Zenlayer shall not be liable for any such event. (4) Certain AI Models available through the Services may include built-in content filtering or output restrictions implemented by the relevant Model Provider or required by applicable law at the model’s deployment location. Zenlayer shall not be liable for service limitations or output restrictions resulting from such built-in filtering that is outside Zenlayer’s reasonable control. Zenlayer may in the future implement additional content safety measures of its own and shall notify Customer of any such measures in advance. (5) Some AI Models may store or train on Customer’s Inputs for improving their own large language models and may allow Customer to opt out of model training, as described in the applicable AI Model Terms. Zenlayer encourages Customer to review the AI Model Terms carefully. Where technically and contractually feasible, Zenlayer shall use commercially reasonable efforts to opt out of any training or storage of Customer’s data upon Customer’s written instruction, provided that Zenlayer cannot guarantee that all Model Providers will honor such opt-out requests. 2.3 Online Platform Ordering Process. (1) All purchases of Services by Customer shall be made through self-service ordering on the Platform. When placing an Order, Customer must carefully read and confirm the specific information of the selected Services, including without limitation product description, service mode, billing method, billing unit, billing cycle, unit price, quantity, and amount. (2) Customer’s action of checking to agree to the relevant Platform Rules and successfully submitting an Order on the Platform shall be deemed as Customer’s full understanding and acceptance of all contents of such legal documents and the Order, and such legal documents and the Order shall be legally binding on both parties. (3) The parties confirm that the information recorded on the Platform, including without limitation Order information, consumption details, and operation logs, shall be the final basis for service provision and billing. ## 3. FEES AND PAYMENT 3.1 Pricing and Discounts. The specific prices, billing methods, and payment details for the Services shall be as displayed in real time on the Platform at the time Customer places an Order. Any discounts or promotional pricing applicable to Customer’s account will be reflected in the final checkout price shown on the Order page. The "Total Amount Due" displayed on the Order page at the time of checkout is the conclusive and agreed-upon price for that Order. 3.2 Price Adjustments. Given that Model Providers may adjust their API prices or billing rules at any time, Zenlayer reserves the right to modify the prices and related terms displayed on the Platform. If a price adjustment occurs, Zenlayer will endeavor to provide reasonable advance notice by way of Platform announcement or email. Continued use of the Services after a price adjustment becomes effective shall be deemed acceptance of the adjusted prices. 3.3 Billing and Payment. Zenlayer will invoice Customer based on actual usage or prepaid credits as specified in the Order. Zenlayer shall issue a bill detail of Customer’s usage for the preceding month at the beginning of each month. If Customer has any objection to the statement, it must notify Zenlayer in writing within five (5) days after the statement is issued; otherwise the statement shall be deemed accepted in its entirety. Unless otherwise stated in the Order, payment is due within thirty (30) days of the invoice date. Overdue amounts shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law. Billing data shall be based on the records of the Platform system. 3.4 Taxes. All amounts payable under these Terms or any Order are exclusive of all taxes, levies, duties, or similar governmental assessments of any nature (including without limitation value-added, sales, use, and withholding taxes) ("Taxes"). Customer shall pay and indemnify Zenlayer for any and all Taxes payable with respect to the Services, except for Taxes payable on Zenlayer’s net income. If Zenlayer has a legal obligation to collect such Taxes, such amount shall be added to the applicable invoice and paid by Customer, unless Customer provides a valid tax exemption certificate. Customer’s obligations under this Section 3.4 shall survive payment in full of all amounts payable hereunder. 3.5 Increased Costs. If, after these Terms take effect, any new, increased, or changed taxes, tariffs, administrative charges, government levies, duties, or other related expenses arise in connection with the provision of the Services (collectively, "Increased Costs"), Zenlayer may deliver written notice to Customer seven (7) business days in advance to adjust the service fees accordingly. All such Increased Costs shall be borne by Customer and shall be binding as of the effective date specified in the notice. ## 4. RIGHTS AND OBLIGATIONS OF THE PARTIES 4.1 License Grant. Zenlayer grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, ordinary use license to access and use the AI Gateway in accordance with these Terms and the Platform Rules, solely for Customer’s internal business purposes. 4.2 General Compliance. Customer shall: (a) comply with all applicable laws and regulations in connection with its use of the Services, including applicable data protection, export control, and sanctions laws; (b) implement reasonable technical and organizational measures to prevent unauthorized access to or misuse of the Services; and (c) promptly notify Zenlayer if Customer becomes aware of any breach of these Terms or any unauthorized use of the Services. 4.3 Acceptable Use. Customer shall not, in the course of using the Services, do any of the following (including without limitation): (1) resell, sublease, sublicense, transfer, or otherwise provide access to the Services to any third party on a stand-alone basis; (2) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services or any AI Model accessed through the Services; (3) remove or alter any copyright, trademark, or other proprietary rights notices contained in the Services; (4) use the Services for any illegal, infringing, fraudulent, defamatory, obscene, or other purpose that violates third-party rights; (5) access or use the Services if Customer, or any beneficial owner of Customer, is subject to applicable sanctions administered by OFAC, the UN Security Council, the EU, or any other applicable sanctions authority, or is located in a comprehensively sanctioned jurisdiction; (6) circumvent or attempt to circumvent any geographic restrictions, sanctions screening measures, rate limits, or access controls implemented by Zenlayer or required by applicable law, including through the use of VPNs, proxies, or other technical means; (7) misrepresent or spoof the identity of any AI Model or Model Provider when accessing or re-exposing the Services; (8) generate, transmit, or store content that constitutes child sexual abuse material or that sexually exploits or harms minors in any way; (9) use the Services to develop, assist in the development of, or provide material support for weapons capable of mass casualties, including biological, chemical, nuclear, or radiological weapons, or to develop, test, deploy, or operate any system intended for use in critical infrastructure control or autonomous weapons without appropriate human oversight; (10) use the Services for autonomous decision-making in high-risk applications affecting individual rights (such as credit scoring, employment, medical diagnosis, or law enforcement) without appropriate human oversight and in compliance with applicable law; or (11) interfere with or disrupt the normal operation of the Services or the security of Zenlayer’s or any Model Provider’s servers. 4.4 Prohibition on Training Use. Customer expressly undertakes that it shall not, directly or indirectly, use any data, content, Outputs, or other information obtained through the Services (collectively, "Service Outputs") for the development, training, fine-tuning, optimization, or improvement of any AI or machine learning model, including without limitation: (1) using Service Outputs as a training dataset for pre-training, fine-tuning, reinforcement learning, or any other form of model training; (2) using Service Outputs for data distillation, including as teacher-model outputs to train, guide, or optimize a student model; (3) using Service Outputs for data labeling, augmentation, cleaning, or building corpora, benchmarks, or evaluation datasets for model training; (4) systematically collecting, crawling, or batch-calling Service Outputs to accumulate data for model training; (5) using Service Outputs to generate synthetic data or derivative data for model training; or (6) using Service Outputs to develop any AI models, algorithms, or products that compete with Zenlayer or any Model Provider. Customer shall ensure that its employees, affiliates, subcontractors, and end users comply to the same extent. If Customer breaches this Section, Zenlayer shall have the right to immediately terminate these Terms and all related Orders, and Customer shall compensate Zenlayer for all resulting losses, including direct losses, reasonable enforcement costs, and any liability Zenlayer incurs to Model Providers. Fees already paid shall not be refunded. 4.5 Input and Data. Customer is responsible for ensuring that any Inputs comply with applicable law, do not infringe any third-party rights, and do not contain any content prohibited under these Terms or the AUP. Customer shall not submit any content that: (a) is unlawful or violates any third-party intellectual property or privacy rights; (b) constitutes child sexual abuse material or content that exploits minors; (c) relates to the development of weapons capable of mass casualties; or (d) Customer does not have the right to process or transmit. Customer is solely responsible for determining whether it is appropriate to submit Sensitive Data through the Services or to any Model Provider. Zenlayer does not review the content of Inputs for regulatory compliance and makes no representation regarding the suitability of the Services for processing any specific category of Sensitive Data. Customer shall obtain all necessary consents and authorizations before submitting any personal data or Sensitive Data to the Services. 4.6 Model Provider Terms. Customer is solely responsible for independently reviewing and complying with the applicable AI Model Terms for each model it accesses through the Services. In the event of a conflict between these Terms and any applicable AI Model Terms with respect to Customer’s use of a model, the more restrictive requirement shall apply. Customer shall be solely responsible for independently reviewing and validating all Outputs before relying upon them for any business, legal, medical, financial, regulatory, or other significant purpose. 4.7 Zenlayer’s Rights. (1) If Zenlayer has reasonable grounds to believe that Customer may be in violation of these Terms, the Platform Rules, or applicable laws, Zenlayer has the right, without prior notice, to take measures including restricting, suspending, or terminating the Services and blocking Customer’s account. Any fees already incurred by Customer shall remain payable. (2) Zenlayer has the right, in its sole discretion, to suspend, limit, or terminate Customer’s access to any affected AI Model or related Services at any time to ensure compliance with applicable laws, regulatory requirements, or Model Provider requirements. (3) If Customer breaches these Terms, Zenlayer has the right to suspend or terminate the Services. After termination, Zenlayer has the right to delete or anonymize data associated with Customer’s account, unless otherwise required by law to retain such data. (4) If Customer’s account has no usage records for twelve (12) consecutive months, Zenlayer has the right, after giving five (5) days’ advance notice, to freeze or delete the account and delete the related data. 4.8 Mutual Representations and Warranties. Each party represents and warrants that it complies with all applicable export control and sanctions laws in connection with these Terms. Customer further represents and warrants that it will not use the Services in violation of applicable export control or sanctions laws, including the U.S. Export Administration Regulations and OFAC sanctions programs. Each party shall promptly notify the other if it becomes aware of any potential violation of applicable export control or sanctions laws in connection with the Services. 4.9 Brand Usage. With Customer’s written consent, Zenlayer has the right to use Customer’s name, brand logo, and product image in its official website, promotional materials, and public events to indicate that Customer is a customer of Zenlayer. ## 5. INTELLECTUAL PROPERTY 5.1 Each party retains ownership of all intellectual property rights that it owned prior to acceptance of these Terms. Neither party obtains any rights or licenses to the other party’s background intellectual property by reason of these Terms. 5.2 All intellectual property rights embodied in the Services provided by Zenlayer are owned by Zenlayer or its licensors. 5.3 Customer acknowledges that all AI Models and their related technologies and algorithms are owned by the respective Model Providers or their licensors. These Terms do not grant Customer any intellectual property rights in any AI Model. As between Zenlayer and Customer, and subject to the applicable Model Provider terms, Customer retains ownership of the specific Output generated for Customer’s prompts, provided that Customer acknowledges the Output may not be unique and may be generated for others. ## 6. CONFIDENTIALITY 6.1 "Confidential Information" means all technical, commercial, and financial information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with these Terms, in any form or medium, including these Terms and pricing. 6.2 The Receiving Party agrees, during the term of these Terms and after their termination, to keep the Disclosing Party’s Confidential Information confidential and not to disclose it to any third party or use it for any purpose other than performing these Terms, using no less than the degree of care it uses to protect its own similar Confidential Information. This obligation does not apply to information that is publicly known or independently developed. 6.3 If disclosure of Confidential Information is required by law, regulation, listing rules, or a competent authority, the Receiving Party may disclose such information, provided that it gives the Disclosing Party prompt prior notice to the extent permitted by law. ## 7. DATA PROTECTION 7.1 Data Processing Roles. As described in Section 2.2, Zenlayer provides the Services either as an API routing intermediary or as a direct operator of inference infrastructure. For API Routing Services, Model Providers are independent third-party controllers and are not sub-processors of Zenlayer; Zenlayer is not responsible for Model Providers’ data handling practices, and Customer is responsible for reviewing each Model Provider’s terms and data practices before submitting data. For Dedicated Inference Services, Zenlayer acts as a data processor on behalf of Customer, and the Data Processing Addendum applies. 7.2 Data Commitments. Regardless of service type, Zenlayer shall not commercialize Customer’s Inputs or Outputs for any purpose other than providing the Services, and shall not use them to train, fine-tune, or improve any AI model without Customer’s prior written consent. 7.3 Security Incident Notification. Zenlayer shall notify Customer promptly, and in any event within twenty-four (24) hours, of becoming aware of any actual or suspected security incident or personal data breach involving Customer’s data. Zenlayer shall provide reasonable assistance to Customer in connection with the investigation, mitigation, and remediation of any such incident. 7.4 Data Processing Addendum. The Data Processing Addendum is incorporated into these Terms by reference and applies to both service types, with Zenlayer’s obligations thereunder varying by service type as described in the DPA. By accepting these Terms, Customer agrees to the DPA. In the event of any conflict between the DPA and these Terms with respect to Personal Data, the DPA shall prevail. ## 8. LIMITATION OF LIABILITY AND INDEMNIFICATION 8.1 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Zenlayer and its officers, directors, employees, affiliates, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) Customer’s access to, use of, or alleged use of the Services in violation of these Terms, applicable AI Model Terms, or applicable law; (b) Customer’s violation of the Acceptable Use Policy; (c) Customer’s Inputs or the content Customer submits to the Services; (d) Customer’s violation of any third-party right, including intellectual property or privacy rights; or (e) any claim by Customer’s end users arising from Customer’s use of the Services. Zenlayer shall promptly notify Customer of any such claim, and Customer shall control the defense, provided that Zenlayer may participate at its own expense. 8.2 Overdue Payment. If Customer fails to pay the service fees when due, overdue amounts shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, and Zenlayer shall have the right to terminate these Terms and any related Orders. 8.3 Limitation of Liability. Except for Customer’s payment obligations under Section 3, the total cumulative liability of either party arising out of or related to these Terms shall not exceed the total service fees paid by Customer to Zenlayer in the twelve (12) months preceding the event giving rise to the claim. 8.4 Exclusion of Damages. Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, data, or goodwill, whether or not such party has been advised of the possibility of such damages. 8.5 Disclaimer. The Services are provided on an "AS IS" and "AS AVAILABLE" basis. Due to technical limitations, the nature of AI services, and uncontrollable factors of third-party Model Providers, Zenlayer does not warrant that the Services are completely secure, reliable, error-free, or uninterrupted, nor that the Output of any AI Model is completely accurate, complete, or reliable. Customer assumes all risks associated with using the Services. THE SERVICES ARE NOT DESIGNED OR INTENDED FOR USE IN ANY SAFETY-CRITICAL OR LIFE-DEPENDENT APPLICATION, INCLUDING WITHOUT LIMITATION MEDICAL DEVICES, EMERGENCY SERVICES, NUCLEAR FACILITIES, AVIATION SYSTEMS, OR ANY OTHER APPLICATION WHERE FAILURE COULD RESULT IN DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. ## 9. TERM AND TERMINATION 9.1 Term. These Terms commence upon Customer’s acceptance (the Effective Date) and remain in effect until terminated in accordance with this Section 9. 9.2 Termination for Convenience. Zenlayer may terminate these Terms or suspend access to the Services for any reason upon thirty (30) days’ notice. Customer may terminate at any time by ceasing all use of the Services and closing its account. In the case of termination by Zenlayer for convenience, the parties shall settle on a pro-rata basis for Services already provided. 9.3 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party commits a material breach and fails to cure within thirty (30) days after receiving written notice, or becomes subject to bankruptcy, liquidation, or dissolution proceedings. Zenlayer may suspend or terminate access immediately without notice if Customer breaches these Terms or if Zenlayer is required to do so by a Model Provider or applicable law. 9.4 Termination for Legal or Regulatory Risk. Zenlayer may terminate these Terms immediately upon written notice if Customer becomes subject to applicable sanctions, loses any material regulatory authorization required to use the Services, or if continued provision of the Services to Customer would expose Zenlayer to material legal or regulatory risk. 9.5 Effect of Termination. Upon termination, (1) Customer shall immediately cease using the Services and pay all accrued but unpaid fees; (2) Customer acknowledges that its end users may no longer be able to access content generated through the Services, and Customer shall be solely responsible for notifying its end users and handling related matters; and (3) Sections 3.4, 4.4, 4.8, 5, 6, 7, 8, 10, 11, and 12 shall survive any termination of these Terms. ## 10. FORCE MAJEURE 10.1 Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by force majeure events, including but not limited to natural disasters, war, civil unrest, strikes, pandemic, government actions, cyberattacks, power outages, telecommunications carrier failures, network failures, changes in third-party model availability, or acts or omissions of Model Providers. The affected party shall promptly notify the other party and provide reasonable evidence within a reasonable period. The parties shall negotiate in good faith regarding subsequent handling. ## 11. GOVERNING LAW AND DISPUTE RESOLUTION 11.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law provisions or the UN Convention on the International Sale of Goods. 11.2 Dispute Resolution. The dispute resolution provisions of this Section 11 shall be the exclusive mechanism to resolve disputes under these Terms. The parties shall first endeavor to resolve any dispute (an "Issue") through informal negotiations. The initiating party shall notify the other party no later than thirty (30) days after discovery of the Issue, and the parties shall attempt to resolve it, including through escalation to senior executives, within thirty (30) days of such notice. If unresolved, the Issue shall be resolved by final and binding arbitration. 11.3 Arbitration. Any claim, dispute, or controversy arising out of or relating to these Terms or the Services (a "Claim") shall be resolved by final and binding arbitration administered by JAMS in accordance with its then-existing Comprehensive Arbitration Rules & Procedures, before a single arbitrator (or, upon the written demand of any party, three arbitrators). The arbitration hearing shall be held in Los Angeles, California, in accordance with California Code of Civil Procedure §§ 1280 et seq., unless Customer is a non-U.S. entity, in which case the arbitration may be held in a different mutually agreeable venue. The language of the arbitration shall be English. The arbitration provisions shall not prevent any party from obtaining injunctive or other equitable relief from a court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs and shall pay an equal share of the fees and costs of the arbitrator(s) and JAMS, provided that the arbitrator(s) may award the prevailing party its reasonable fees and costs. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this provision, the parties waive the right to a jury trial and certain rights of appeal. ## 12. NOTICES AND MISCELLANEOUS 12.1 Notices. Any notice under these Terms shall be sent by email or through the Platform to the contact information associated with Customer’s account, or posted on the Platform. Notice by email shall be deemed given when the email enters the recipient’s designated system; notice posted on the Platform shall be deemed given upon posting. Customer shall keep its account contact information true, accurate, and current. 12.2 Modification. Zenlayer may modify these Terms from time to time by posting the revised version on the Platform and, where the changes are material, by notifying Customer through the Platform or by email. Customer's continued use of the Services, or Customer's affirmative acceptance (including by checking an acceptance box upon a subsequent login to the Platform), constitutes acceptance of the modified Terms. Where Zenlayer requires affirmative acceptance through a click-through mechanism, such acceptance, together with the associated records and timestamps, constitutes the Customer's agreement to the modified Terms. If any modification has a material adverse effect on Customer, Customer may terminate the affected Services by written notice within thirty (30) days of the notice of change. Any dispute will be resolved under the version of these Terms in effect at the time the dispute arose. 12.3 Electronic Acceptance. Customer’s acceptance of these Terms by electronic means (including checking the box or placing an Order on the Platform) shall have the same legal effect as a handwritten signature. 12.4 Entire Agreement. These Terms, together with the Data Processing Addendum, the Platform Rules, and confirmed Orders, constitute the entire agreement between the parties regarding the Services and supersede all prior oral or written understandings and agreements. In the event of any conflict, the following order of precedence shall apply: (1) the applicable Order; (2) the Data Processing Addendum (where applicable); (3) these Terms. 12.5 Force and Effect. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party’s failure to enforce any provision shall constitute a waiver of that or any other provision. # AI Gateway Data Processing Agreement Last updated: August 12, 2026 Version 1.0 | Effective Date: \[August 12, 2026] This Data Processing Agreement ("DPA") is between Zenlayer Inc., a company incorporated in Delaware with its principal business address at 21700 Copley Drive Suite 350, Diamond Bar, CA 91765, United States ("Company," "we," "us," or "our"), and the entity or person accepting these terms ("Customer"). This DPA forms part of and is incorporated into the AI Gateway Service Agreement or Online Terms (including but not limited to AI GATEWAY SERVICE TERMS as applicable) between the parties (the "Agreement"). Capitalized terms not defined in this DPA have the meanings given in the Agreement. In the event of any conflict between this DPA and the Agreement, this DPA shall prevail with respect to the subject matter herein. This DPA applies to Customer Personal Data processed by the Company in connection with the Services. ## How to Use This DPA This DPA governs the Company's processing of Customer Personal Data in connection with two distinct service types. Please refer to the guidance below to identify which sections are relevant to your use of the Services: * API Routing Services (Type A) only: Sections 1, 2.1, 2.2, 14, 15, and 16 are relevant to your use. Sections 3 through 13 have limited or no application to Type A Services, as the Company does not store or retain Input or Output content and processes only limited technical metadata (such as token counts, timestamps, IP, request ID, and model identifiers) as an independent data controller for its own billing and operational purposes. If you use Type A Services exclusively, you are not required to review Sections 3 through 13 in full. * Dedicated Inference Services (Type B) only: All Sections apply in full to your use of the Services. * Both service types: All Sections apply, with the Company's obligations varying by service type as indicated throughout this DPA. The applicable service type for each model is designated on the Platform at the point of model selection. Where a model is operated directly by the Company, Type B Services apply. Where a model is routed to a third-party Model Provider, Type A Services apply. ## Section 1. Definitions In this DPA, the following terms have the following meanings: "Applicable Data Protection Laws" means all privacy, data protection and data security laws and regulations applicable to the Processing of Customer Personal Data under the Agreement, including as applicable: the EU GDPR; the UK GDPR; the Swiss Federal Act on Data Protection (revFADP); the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA); and other applicable US state privacy laws, in each case as amended from time to time. "Controller" means the natural or legal person which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. "Customer Personal Data" means any Personal Data Processed by the Company or its Sub-Processors on behalf of Customer in the course of providing the Services under the Agreement. "Data Subject" means the identified or identifiable natural person to whom Customer Personal Data relates. "Data Subject Request" means the exercise by a Data Subject of its rights under Applicable Data Protection Laws in respect of Customer Personal Data. "EU GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016. "Model Provider" means the independent third-party entity that owns, operates, and provides access to an AI model accessible through the Services. "Personal Data" means "personal data," "personal information," "personally identifiable information," or equivalent term as defined under Applicable Data Protection Laws. "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data in the Company's possession, custody or control. "Personnel" means, in relation to a party, that party's employees, agents, consultants, contractors, and other staff. "Processing" means any operation or set of operations performed on Personal Data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. "Processor" means the natural or legal person that Processes Personal Data on behalf of a Controller. "Restricted Transfer" means: (i) in the context of the EU GDPR, any transfer of Customer Personal Data from the EEA to a country or territory outside the EEA that does not benefit from an adequacy decision of the European Commission; and (ii) in the context of the UK GDPR, any transfer of Customer Personal Data from the UK to a country or territory outside the UK that does not benefit from adequacy regulations under section 17A of the Data Protection Act 2018. "SCCs" means the standard contractual clauses approved by the European Commission pursuant to Implementing Decision (EU) 2021/914 of 4 June 2021. "Sub-Processor" means any third party appointed by or on behalf of the Company to Process Customer Personal Data. "Type A Services" means Services where the Company routes API requests to third-party Model Providers, as designated on the Platform at the point of model selection. "Type B Services" means Services where the Company operates AI inference infrastructure directly on its own hardware, as designated on the Platform at the point of model selection. "UK GDPR" means the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended. "UK Transfer Addendum" means the template Addendum B.1.0 issued by the UK Information Commissioner's Office and laid before Parliament in accordance with section 119A of the Data Protection Act 2018 on 2 February 2022, as revised under Section 18 of the Mandatory Clauses. ## Section 2. Scope and Roles ### 2.1 General This DPA applies to Customer Personal Data Processed by the Company in connection with the Services. This DPA does not apply to Personal Data for which the Company is an independent Controller, such as account registration data and billing metadata processed for the Company's own operational purposes, which are governed by the Company's Privacy Policy. ### 2.2 Type A Services — API Routing Under Type A Services, the Company acts as a routing intermediary that transmits Customer's Inputs to third-party Model Providers on Customer's instruction and returns the resulting Outputs. With respect to Customer Personal Data processed under Type A Services: * When Customer submits Inputs to the Company for routing to Model Providers, the Company acts as a Processor on behalf of Customer. The Company processes Customer Inputs solely for the purpose of routing them to the appropriate Model Provider on Customer's instruction. * Model Providers are not Sub-Processors of the Company. The Company is not responsible for Model Providers' data handling practices, security, or compliance with applicable data protection laws. Customer is responsible for reviewing each Model Provider's own terms of service and privacy policy before submitting data, and for ensuring it has a lawful basis for its use of the applicable Model Provider's services. * The Company processes only limited request metadata (such as model identifier, token counts, request ID, request latency, response status codes, timestamps, and IP address) for billing, security, and operational purposes, acting as an independent data controller with respect to such metadata. The Company does not store, retain, or log the content of Inputs or Outputs. Sections 3 through 13 of this DPA apply to Type A Services only to the extent the Company processes Customer Personal Data as a Data Processor. Where the transmission of Inputs from Customer to the Company constitutes a Restricted Transfer under Applicable Data Protection Laws, the transfer mechanisms in Section 11 (International Data Transfers) apply. The limited metadata processing described above is governed by the Company's Privacy Policy. ### 2.3 Type B Services — Self-Hosted Inference (Company as Processor) Under Type B Services, the Company operates AI inference infrastructure directly on its own hardware. With respect to Customer Personal Data processed under Type B Services: * The Company acts as a data Processor on behalf of Customer as Controller (or as a Sub-Processor on behalf of Customer acting as a Processor), and Sections 3 through 13 of this DPA apply in full. * The Company processes Customer Personal Data solely for the purpose of providing the Services in accordance with Customer's documented instructions. * The Company does not persistently store Inputs or Outputs beyond what is necessary to process each request and return the Output to Customer. The Company does not use Customer Personal Data to train, fine-tune, or improve any AI model without Customer's prior written consent. * Where applicable law at the inference deployment location requires the Company to retain certain data for compliance purposes (including content safety monitoring, audit logging, or other regulatory requirements), the Company shall: (i) retain only the minimum data required by applicable law; (ii) notify Customer promptly upon becoming aware of such requirement; (iii) process such retained data solely for the purpose of complying with applicable law; and (iv) delete such data as soon as legally permissible. * Where required by applicable law at the inference deployment location, the Company may implement content filtering or output restrictions. The Company shall notify Customer of any such filtering requirements that may materially affect the Services. ### 2.4 Mixed Services Where Customer uses both Type A and Type B Services, Sections 3 through 13 apply to the extent the Company processes Customer Personal Data as a Processor under Type B Services. The metadata processing under Type A Services remains governed by the Company's Privacy Policy. ## Section 3. Processing Instructions The Company shall Process Customer Personal Data only: (a) in accordance with Customer's documented instructions as set out in the Agreement and this DPA; and (b) as required by Applicable Data Protection Laws, in which case the Company shall inform Customer in advance of such requirement, unless prohibited from doing so by applicable law. The Agreement and this DPA constitute Customer's complete and final documented instructions to the Company regarding the Processing of Customer Personal Data. Any additional instructions from Customer shall be binding on the Company only if agreed in writing by both parties. If the Company reasonably considers that any instruction from Customer would infringe Applicable Data Protection Laws, the Company shall promptly notify Customer accordingly. ## Section 4. Details of Processing The details of the Company's Processing of Customer Personal Data are set out in Annex 1 (Data Processing Details) to this DPA. ## Section 5. Security ### 5.1 Security Measures The Company shall implement and maintain appropriate technical and organizational measures designed to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data, as described in Annex 2 (Security Measures) to this DPA. The Company may update the Security Measures from time to time, provided that such updates do not materially decrease the overall level of security afforded to Customer Personal Data. ### 5.2 Personnel The Company shall take commercially reasonable steps to ensure the reliability of its Personnel who Process Customer Personal Data and shall ensure that all such Personnel are subject to appropriate obligations of confidentiality. ### 5.3 Customer Responsibilities Customer is responsible for: (a) making appropriate use of the Services to maintain security appropriate to the risk in respect of Customer Personal Data; (b) securing Customer's account credentials, systems and devices used to access the Services; (c) ensuring the lawfulness of Customer's instructions to the Company; and (d) backing up Customer Personal Data, as the Company does not persistently store the content of Inputs or Outputs beyond what is necessary to process each request and cannot recover such data on Customer's behalf. ## Section 6. Sub-Processors ### 6.1 General Authorization For the avoidance of doubt, Model Providers are not Sub-Processors of the Company. As described in Section 2.2, the Company's processing of Customer Personal Data under Type A Services is limited to real-time transmission to Model Providers on Customer's instruction. Model Providers are not engaged by the Company to process Customer Personal Data on the Company's behalf, and each Model Provider is independently responsible for its own compliance with applicable data protection laws with respect to any processing occurring within its own infrastructure. This Section 6.1 applies to Type B Services only. Customer hereby generally authorizes the Company to appoint Sub-Processors in accordance with this Section 6. The Company's current Sub-Processors, including their names, functions and locations, are set out in Annex 3 to this DPA. Customer authorizes the Company's engagement of the Sub-Processors listed in Annex 3 as of the date Customer accepts the Agreement. ### 6.2 Notification of Changes The Company shall give Customer at least 10 business days' prior written notice of the appointment of any new Sub-Processor or replacement of any existing Sub-Processor, by updating the Sub-Processor List. Customer is solely responsible for monitoring updates to Annex 3, which the Company will update in accordance with this Section 6.2. If, within 10 business days of the update to the Sub-Processor List, Customer notifies the Company in writing of any objection to the proposed appointment or replacement (based on reasonable grounds evidencing that the use of the proposed Sub-Processor would cause Customer to be in material and unavoidable breach of Applicable Data Protection Laws), the Company shall: (a) use reasonable efforts to make available a commercially reasonable change in the provision of the Services to avoid use of the objected-to Sub-Processor; or (b) if such a change is not commercially feasible within 30 days, or if Customer declines to bear any incremental cost associated with such change, either party may terminate the relevant portion of the Services upon written notice, without penalty. ### 6.3 Sub-Processor Obligations The Company shall: (a) enter into a written agreement with each Sub-Processor imposing data protection obligations no less protective than those set out in this DPA; and (b) remain liable to Customer for the acts and omissions of Sub-Processors to the same extent the Company would be liable if it had performed the relevant processing directly. ## Section 7. Data Subject Rights The Company shall, taking into account the nature of the Processing and the information available to the Company, provide Customer with such reasonable assistance as may be technically feasible to assist Customer in fulfilling its obligations to respond to Data Subject Requests under Applicable Data Protection Laws. If the Company receives a Data Subject Request directly, the Company shall: (a) promptly notify Customer; and (b) not respond to the Data Subject Request other than to advise the Data Subject to submit the request to Customer, except as required by Applicable Data Protection Laws. Except to the extent prohibited by Applicable Data Protection Laws, Customer shall reimburse the Company for any reasonable costs incurred in providing assistance under this Section 7, beyond self-service features included as part of the Services, at the Company's then-current professional services rates. ## Section 8. Data Protection Impact Assessments and Prior Consultation To the extent required by Applicable Data Protection Laws, the Company shall, taking into account the nature of the Processing and the information available to it, provide reasonable cooperation and assistance to Customer in connection with: (a) any data protection impact assessment that Customer is required to conduct; and (b) any prior consultation with a Supervisory Authority in relation to high-risk Processing. Customer shall reimburse the Company for any reasonable costs incurred in providing such assistance, except where any non-compliance by the Company necessitated such assistance. ## Section 9. Audits and Compliance ### 9.1 Information and Certification The Company shall make available to Customer, upon reasonable written request, information necessary to demonstrate the Company's compliance with this DPA. In the first instance, the Company may satisfy this obligation by providing relevant internal compliance documentation, third-party audit reports, certifications or attestations (if any), acceptance of which for this purpose shall not be unreasonably withheld by Customer. ### 9.2 Audits Where Customer can provide documentary evidence that third-party certifications are insufficient to demonstrate the Company's compliance with this DPA, and subject to Applicable Data Protection Laws specifically requiring it, Customer or its authorized designee may conduct an audit of the Company's compliance with its obligations under this DPA, limited to records and documentation relating to the Processing of Customer Personal Data, subject to the following conditions: * Customer shall give the Company at least 30 days' prior written notice of any audit, unless a shorter period is required under Applicable Data Protection Laws. * Customer shall submit a detailed proposed audit plan in advance. The parties will work cooperatively to agree on a final audit plan. * Audits shall be conducted during normal business hours, no more than once per calendar year (except where required by a Supervisory Authority), and in a manner that minimizes disruption to the Company's operations. * Customer shall ensure that any auditor: (i) executes a non-disclosure agreement with the Company on terms acceptable to the Company (acting reasonably) prior to the audit; and (ii) has been approved in advance by the Company (acting reasonably). The Company may reject any proposed auditor who is a competitor of the Company or whose engagement would compromise the confidentiality or security of data belonging to other customers of the Company. * Customer shall bear all costs of any audit, including the Company's reasonable costs of cooperating with and facilitating the audit, unless the audit reveals material non-compliance by the Company with this DPA, in which case the Company shall bear its own costs. ## Section 10. Personal Data Breach ### 10.1 Notification The Company shall notify Customer without undue delay upon confirming a Personal Data Breach affecting Customer Personal Data. Such notification shall, to the extent then known and available to the Company, include: (a) the nature of the Personal Data Breach, including the categories and approximate number of Data Subjects and Personal Data records affected; (b) the likely consequences of the Personal Data Breach; and (c) measures taken or proposed to be taken to address the Personal Data Breach. The Company may provide this information in phases as it becomes available. Notification of or response to a Personal Data Breach by the Company shall not constitute an acknowledgement of fault or liability. ### 10.2 Cooperation The Company shall provide Customer with reasonable cooperation and assistance as may be necessary for Customer to comply with its obligations to notify relevant Supervisory Authorities and affected Data Subjects under Applicable Data Protection Laws. The Company shall not notify any Supervisory Authority or Data Subject directly on Customer's behalf without Customer's prior written consent, except as required by Applicable Data Protection Laws. ### 10.3 Customer's Responsibility As between the parties, Customer is solely responsible for complying with applicable breach notification laws and fulfilling any third-party notification obligations related to any Personal Data Breach. The obligations in Sections 10.1 and 10.2 do not apply to any Personal Data Breach caused by Customer's actions or omissions. ### 10.4 Customer Notification Consultation If Customer determines that a Personal Data Breach affecting Customer Personal Data must be notified to any Supervisory Authority, other governmental authority, Data Subject, or the public under Applicable Data Protection Laws, and such notice directly or indirectly refers to or identifies the Company, Customer agrees, to the extent permitted by applicable law, to: (a) notify the Company in advance of issuing such notice; and (b) in good faith, consult with the Company and consider any reasonable clarifications or corrections the Company may recommend to any such notice, to the extent they relate to the Company's involvement in or relevance to the Personal Data Breach and are consistent with applicable law. This obligation does not restrict Customer's ability to comply with any mandatory notification deadlines under Applicable Data Protection Laws. ## Section 11. International Data Transfers This Section applies where the processing of Customer Personal Data under this DPA involves a Restricted Transfer. The applicable transfer mechanism depends on the service type and the jurisdiction of the Customer, as set out below. ### 11.1 General For Type A Services, to the extent that Customer's use of the Services involves a Restricted Transfer of Customer Personal Data from Customer to the Company, the transfer mechanisms set out in Sections 11.2 and 11.3 apply. The Company's processing under Type A Services is limited to real-time transmission of Inputs to Model Providers and retention of limited metadata; no Input or Output content is stored by the Company. The onward transmission of Inputs from the Company to Model Providers is made on Customer's documented instruction. Customer is responsible for reviewing each Model Provider's terms of service and data handling practices before submitting Personal Data, and for ensuring that its use of any Model Provider's services complies with Applicable Data Protection Laws. For Type B Services, all transfers of Customer Personal Data to the inference deployment location are subject to the mechanisms set out in this Section. The Company shall process Customer Personal Data at the inference deployment location(s) set out in Schedule 4 (Deployment Locations) to this DPA. The Company shall notify Customer at least 30 days in advance of any material change to deployment location(s), and Customer may object to such change on reasonable data protection grounds. The Company shall implement appropriate transfer mechanisms for both the inbound transfer of Customer Personal Data to the inference location and the outbound return of Outputs to Customer, in compliance with Applicable Data Protection Laws. ### 11.2 EU SCCs In respect of any Restricted Transfer of Customer Personal Data from Customer to the Company that is subject to the EU GDPR, the parties hereby enter into and agree to comply with the SCCs, which are incorporated by reference into this DPA, as follows: * Module Two (Controller to Processor) applies where Customer is a Controller of Customer Personal Data. * Module Three (Processor to Processor) applies where Customer is itself a Processor of Customer Personal Data. * In Clause 7 (Docking Clause): the optional docking clause does not apply. * In Clause 9 (Use of Sub-Processors): Option 2 (General Written Authorization) applies. The minimum time period for prior notice of Sub-Processor changes is as set out in Section 6.2 of this DPA. * In Clause 11 (Redress): the optional language does not apply. * In Clause 17 (Governing Law): Option 1 applies; the SCCs are governed by the laws of Ireland. * In Clause 18(b) (Choice of Forum): disputes shall be resolved before the courts of Ireland. * Annex I to the SCCs is deemed populated with the information in Annex 1 to this DPA. * Annex II to the SCCs is deemed populated with the information in Annex 2 to this DPA. ### 11.3 UK Transfer Addendum In respect of any Restricted Transfer of Customer Personal Data from Customer to the Company that is subject to the UK GDPR, the SCCs as described in Section 11.2 apply as varied by the UK Transfer Addendum as follows: * Tables 1, 2 and 3 of the UK Transfer Addendum are deemed populated with the relevant information from the SCCs populated in accordance with Section 11.2 and Annex 1 to this DPA. * In Table 4 of the UK Transfer Addendum, "Importer" is deemed selected. * The start date of the UK Transfer Addendum is the date Customer accepts the Agreement. * The Parties agree that Part 2 (Mandatory Clauses) of the UK Transfer Addendum is incorporated into and forms part of this DPA. ### 11.4 Deployment Location Laws For Type B Services, the Company shall comply with the data protection laws applicable at the inference deployment location set out in Schedule 4 to this DPA. Where such laws require specific contractual safeguards or transfer mechanisms for the processing of Customer Personal Data at such location or for onward transfers from such location, the Company shall implement appropriate measures and notify Customer accordingly. Where the inference deployment location is subject to an adequacy decision under Applicable Data Protection Laws, such adequacy decision shall constitute the applicable transfer mechanism. Where no adequacy decision applies, the Company shall implement the Standard Contractual Clauses or such other transfer mechanism as required by Applicable Data Protection Laws for the applicable jurisdiction. #### 11.4.1 Japan APPI Compliance (Type B Services Deployed in Japan) For Type B Services deployed in Japan, the Company shall comply with Japan's Act on the Protection of Personal Information (APPI). In particular: (a) The Company's processing shall comply with APPI's basic principles and personal information protection standards; (b) All security measures set out in Section 5 and Annex 2 shall apply and shall be implemented consistently with APPI Article 20 requirements; (c) Data Subject requests shall be handled in accordance with Section 7, within 30 days as required by APPI; (d) Breach notification shall occur within 24 hours as required by APPI Article 27; (e) Sub-Processors shall be bound by written agreements imposing APPI-compliant data protection obligations; (f) Retention and deletion shall follow Section 12, consistent with APPI's retention principles; (g) All audit and compliance verification requirements in Section 9 shall apply to APPI compliance; (h) Any transfer of Customer Personal Data from Japan to other jurisdictions shall comply with APPI Articles 40-44 and shall require appropriate transfer mechanisms (SCCs, customer consent, or adequacy determination). ### 11.5 Alternative Transfer Mechanisms If the Company adopts an alternative lawful transfer mechanism under Applicable Data Protection Laws (including, if applicable, certification under the EU-US Data Privacy Framework or UK Extension thereto), such mechanism shall apply instead of or in addition to the SCCs. The parties shall cooperate in good faith to implement any new or replacement transfer mechanism required by changes in Applicable Data Protection Laws. ### 11.6 Operational Clarifications for SCCs In relation to any SCCs entered into pursuant to Section 11.2, the parties agree to the following operational clarifications: * Clause 8.3 (Transparency): When complying with its transparency obligations under Clause 8.3 of the SCCs, Customer shall not provide or otherwise make available, and shall take appropriate steps to protect, the Company's trade secrets, confidential information, and other commercially sensitive information. * Clause 8.4 (Accuracy): For Type B Services, the Company processes Customer Personal Data solely on Customer's instructions and is not in a position to independently assess the accuracy or currency of Customer Personal Data contained in Inputs. The obligation under Clause 8.4 applies only to Customer Personal Data of which the Company becomes aware in the course of providing the Services. * Clause 8.5 / 16(d) (Deletion certification): Certification of deletion of Customer Personal Data as described in Clauses 8.5 and 16(d) of the SCCs shall be provided only upon Customer's written request. * Clause 8.6(d) (Personal Data Breach notification): The notification obligations under Clause 8.6(d) of the SCCs shall be subject to the conditions and procedures set out in Section 10 of this DPA. * Clause 8.8 (Onward transfers): Any approval by Customer of the Company's appointment of a Sub-Processor constitutes Customer's documented instruction to effect disclosures and onward transfers to such Sub-Processor as required under Clause 8.8 of the SCCs. Onward transfers to Model Providers under Type A Services are made on Customer's instruction as necessary to perform the Services and do not constitute disclosures to Sub-Processors. * Clause 8.9 (Audits): The audits described in Clauses 8.9(c) and 8.9(d) of the SCCs shall be subject to the conditions set out in Section 9.2 of this DPA. * Clause 14 (Transfer Impact Assessment): Customer, as data exporter, is solely responsible for conducting any transfer impact assessment required in connection with the transfer of Customer Personal Data to the Company pursuant to these SCCs. The Company shall, upon Customer's reasonable written request, provide information about the legal framework applicable to the Company as a data importer in the United States to assist Customer in conducting such assessment. * Clause 15.1(a) (Data Subject notifications): Except to the extent prohibited by applicable law, Customer shall be solely responsible for making any notifications to relevant Data Subjects if and as required. * Clause 16 (Termination): The obligations of the Company upon termination or expiry of the SCCs, including with respect to the return or deletion of Customer Personal Data, shall be governed by Section 12 of this DPA. ## Section 12. Return and Deletion of Customer Personal Data Upon expiration or termination of the Agreement, or upon Customer's written request, the Company shall: (a) securely delete or return all Customer Personal Data in the Company's possession or control, to the extent technically feasible; and (b) certify such deletion in writing upon Customer's written request. To the extent that deletion of any Customer Personal Data contained in backups maintained by or on behalf of the Company is not technically feasible within the requested timeframe, the Company shall: (i) securely delete such Customer Personal Data at the next scheduled backup deletion or overwrite cycle; and (ii) pending such deletion, put such Customer Personal Data beyond use and ensure it is not actively Processed for any purpose. For Type B Services, the Company does not persistently store the content of Inputs or Outputs beyond what is necessary to process each request. Accordingly, no Input or Output content is subject to return or deletion upon termination, except where applicable law at the inference deployment location requires retention of certain data, in which case such data shall be retained only for the legally required period, processed only for legal compliance purposes, and deleted as soon as legally permissible, and shall not be subject to return to Customer. The Company may retain Customer Personal Data where required by Applicable Data Protection Laws or other applicable law (including applicable tax, accounting, and financial record-keeping requirements), provided that the Company shall maintain the confidentiality of all such data and Process it only to the extent and for as long as required by such applicable law. ## Section 13. US State Privacy Laws To the extent Applicable Data Protection Laws include US state privacy laws (including the CCPA/CPRA), the following additional terms apply: * The Company is a "service provider" (as defined under the CCPA) with respect to Customer Personal Data. * Customer discloses Customer Personal Data to the Company solely for the limited and specified business purpose of providing the Services. * The Company shall not: (i) sell or share Customer Personal Data; (ii) retain, use, or disclose Customer Personal Data for any purpose other than providing the Services or as permitted by applicable US state privacy laws; (iii) retain, use, or disclose Customer Personal Data outside the direct business relationship between the parties; or (iv) combine Customer Personal Data with personal information received from or on behalf of any other person, except as necessary to provide the Services. * The Company shall notify Customer in writing if it determines it can no longer meet its obligations under applicable US state privacy laws. * The Company hereby certifies that it understands and will comply with its obligations under this Section 13. * De-identification. To the extent required by State Privacy Laws, and to the extent the Company creates de-identified data from Customer Personal Data (which, given the Company's current data minimization architecture — under Type A Services the Company does not store Input or Output content, and under Type B Services the Company does not persistently store Input or Output content beyond what is necessary to process each request —is not anticipated in the ordinary course of providing the Services), the Company shall: (a) adopt reasonable measures to prevent such de-identified data from being used to infer information about, or otherwise being linked to, any individual; (b) maintain and use such data in de-identified form; and (c) contractually obligate any recipients to comply with the same requirements. This Section will apply to the extent the Company's data processing practices evolve to include de-identification of Customer Personal Data. ## Section 14. Customer's Responsibilities Customer represents, warrants and undertakes that: * Customer shall comply with its obligations under Applicable Data Protection Laws in its Processing of Customer Personal Data and in issuing instructions to the Company. * Customer has a valid legal basis for the Processing of Customer Personal Data by the Company under the Agreement and this DPA. * All Data Subjects have been provided with all required notices and, where required, have given all necessary consents, in each case relating to the Company's Processing of Customer Personal Data. * Customer's instructions to the Company shall at all times be lawful and shall not cause the Company to violate Applicable Data Protection Laws. * Customer is solely responsible for the accuracy, quality and lawfulness of Customer Personal Data provided to the Company. * Customer shall not submit to the Services any Special Categories of Personal Data (as defined under Article 9 of the EU GDPR) without first ensuring that appropriate safeguards are in place and notifying the Company accordingly. ## Section 15. Liability The aggregate liability of each party under or in connection with this DPA, whether in contract, tort (including negligence) or otherwise, shall be subject to the limitations and exclusions of liability set out in the Agreement. Nothing in this Section 15 limits any person's liability to Data Subjects under the third-party beneficiary provisions of the SCCs, where applicable. ## Section 16. Miscellaneous Amendments. Where changes to this DPA are required to comply with mandatory requirements of Applicable Data Protection Laws (including to implement a new lawful transfer mechanism), the Company may make such amendments unilaterally by providing Customer with at least 15 days' prior written notice, and Customer's continued use of the Services after the effective date of such amendment constitutes acceptance. For all other amendments to this DPA, the Company may post an updated version of this DPA on its website and notify Customer through the Platform, by email, or by other reasonable means. Customer's affirmative acceptance (including by checking an acceptance box upon a subsequent login to the Platform), shall constitute the Customer's agreement to the updated DPA. Such affirmative acceptance, together with the associated records and timestamps maintained by the Company, shall constitute written agreement between the parties for the purposes of this DPA. If any such update has a material adverse effect on Customer, Customer may terminate the affected Services by written notice within thirty (30) days of the notice of update. Survival. The following Sections will survive termination or expiration of this DPA: Sections 1 (to the extent necessary to interpret surviving provisions), 5, 7, 10, 11, 12, 13, 15, and 16. Prevail. In the event of conflict: (a) this DPA prevails over the Agreement with respect to the Processing of Customer Personal Data; (b) the SCCs prevail over this DPA with respect to the Restricted Transfer to which they apply; and (c) the UK Transfer Addendum prevails over this DPA with respect to UK Restricted Transfers to which it applies. Severability. If any provision of this DPA is held invalid or unenforceable, the remaining provisions shall continue in full force. Governing Law. This DPA is governed by the laws of the State of California, without regard to conflict of law principles, except to the extent otherwise required by the SCCs or UK Transfer Addendum. Entire Agreement. This DPA, together with the Agreement, constitutes the entire agreement between the parties with respect to the Processing of Customer Personal Data and supersedes all prior agreements on this subject. This DPA is incorporated into the Agreement. For online engagements, Customer accepts this DPA by accepting the AI GATEWAY SERVICE TERMS, and no signature is required. ## Annex 1. Data Processing Details **Table 1: Processing Overview** | | Type A Services | Type B Services | | --------------------- | -------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | | Zenlayer's Role | Independent Controller (metadata only) | Processor on behalf of Customer | | Nature of Processing | Real-time routing; no Input/Output storage | Direct AI inference on Zenlayer controlled hardware | | Subject Matter | Routing of API requests to Model Providers | AI inference on Customer's Inputs | | Duration | Term of the Agreement | Term of the Agreement | | Deployment Location | United States, Singapore, Japan, German. | Per Schedule 4 | | Data Subjects | Customer's employees, contractors and end users whose Personal Data may appear incidentally in request metadata | Any individuals whose Personal Data is contained in Customer's Inputs, including employees, contractors, customers and end users | | Supervisory Authority | For EU transfers: the Supervisory Authority of the EEA Member State where Customer is established. For UK transfers: the UK ICO. | For EU transfers: the Supervisory Authority of the EEA Member State where Customer is established. For UK transfers: the UK ICO. | **Table 2: Data Categories, Purposes and Retention Periods** | Data Category | Applicable To | Specific Content | Purpose | Legal Basis | Retention Period | | --------------------- | ------------- | ---------------------------------------------------------------------------------------------------------- | ------------------------------------- | --------------------------------------- | ------------------------------------------------------------------------------- | | Request metadata | Type A + B | Token counts, request ID, model identifier, Provider routed to, response status codes, latency, timestamps | Billing, operational monitoring | Legitimate interests | Zero persistent storage — discarded immediately upon completion of each request | | IP address | Type A + B | Request source IP address | Security, geo-restriction enforcement | Legitimate interests | 6 months | | Account data | Type A + B | Email address, company name, account settings, API key identifiers | Account management | Performance of contract | 6 months | | Payment records | Type A + B | Transaction IDs, amounts, payment method type (card details by Stripe only) | Billing | Legal obligation | 3 years (tax/accounting requirements) | | Input content | Type B only | Any Personal Data in Customer's prompts, instructions or other content submitted to the Services | Provision of inference Services | Performance of contract | Zero persistent storage — discarded immediately upon completion of each request | | Output content | Type B only | Any Personal Data in model-generated responses | Provision of inference Services | Performance of contract | Zero persistent storage — discarded immediately upon completion of each request | | Inference logs | Type B only | Request-level operational logs (if any) | Debugging, performance monitoring | Legitimate interests | 6 months | | Security / audit logs | Type B only | Access logs, security event logs | Security compliance | Legal obligation / Legitimate interests | 6 months | | Legally required data | Type B only | Data required by applicable law at inference deployment location | Legal compliance | Legal obligation | As required by applicable law; deleted as soon as legally permissible | Note: Type A Services — Zenlayer does not collect or process the content of Inputs or Outputs. The metadata categories above are processed by Zenlayer as an independent data controller and are governed by the Company's Privacy Policy. ## Annex 2. Security Measures The Company implements and maintains the following technical and organizational security measures with respect to Customer Personal Data. The Company may update these measures from time to time, provided that such updates do not materially decrease the overall level of security. Physical Access Controls: Technical and organizational measures to prevent unauthorized physical access to data processing systems, including: restricted security areas; access authorization systems; locked facilities; CCTV and alarm systems; and securing decentralized equipment. Logical Access Controls: Technical and organizational measures to prevent unauthorized logical access, including: user authentication and identity management; password policies; automatic session locking and timeout; and monitoring of unauthorized access attempts. Data Access Controls: Technical and organizational measures to ensure authorized persons access only data within their access rights, including: role-based access controls; least-privilege principles; monitoring and logging of data access; and data deletion and change management procedures. Transmission Security: Technical and organizational measures to protect Personal Data during transmission, including: encryption of data in transit using industry-standard protocols (TLS 1.2 or higher); secure API communications; and logging of data transmissions. Availability Controls: Technical and organizational measures to protect Personal Data against accidental loss or destruction, including: backup procedures; redundant systems and failover capabilities; anti-virus and firewall systems; and disaster recovery planning. Organizational Measures: Organizational measures supporting data security, including: confidentiality obligations for all personnel with access to Customer Personal Data; regular security training; security incident response procedures; and vendor security assessment processes for Sub-Processors. ## Annex 3. Sub-Processor List | Sub-Processor Company Name | Purpose | Location | Details | Created at | | -------------------------- | -------- | ------------- | ------- | --------------- | | Stripe | Payments | United States | / | August 12, 2026 | This Annex will be updated prior to the engagement of any new Sub-Processor in accordance with Section 6.2. For Type A Services, Model Providers are not Sub-Processors. They operate independently and are not engaged by the Company to process Customer Personal Data on the Company's behalf. ## Schedule 4. Deployment Locations This Schedule sets out the current deployment locations. The Company shall update this Schedule and provide Customer with at least 30 days' prior written notice of any material change to the deployment locations listed below. Customer may object to any such change on reasonable data protection grounds within 10 business days of receiving such notice. | Service Type | Deployment Location | | ---------------------------- | ---------------------------------------- | | Type A (API Routing) | United States, Singapore, Japan, German. | | Type B (Dedicated Inference) | United States, Singapore, Japan. | # Zenlayer Bare Metal Cloud ### 1. Product Summary. Zenlayer Bare Metal Cloud is a high-performance bare metal cloud server that combines the flexibility and elasticity of virtual machines with the high stability and powerful computing performance of physical machines. It seamlessly integrates with all products and can quickly build a high-performance and secure isolated physical server cluster for customers. At the same time, it supports third-party virtualization platforms and achieves hybrid deployment by combining industry-leading IaaS solutions, thereby building advanced and efficient hybrid cloud solutions. ### 2. Service Descriptions. 2.1. Initial Package. Zenlayer Bare Metal Cloud platform provides Customers the capability to instantaneously lease standardized servers (“Zenlayer Equipment”) with IP Addresses. By default, each order of Zenlayer Bare Metal Cloud will have one (1) IP Address. 2.2. Add-On Services. Customer may order Add-On Services with the corresponding Initial Package. Add-On Services includes IP Address and Bandwidth. 2.3. All of the Services may be performed by Zenlayer or by a third party authorized by Zenlayer. All orders of Services are subject to Zenlayer’s acceptance. ### 3. Pricing Method. 3.1. 95/5 Burstable Billing Calculation. As used in this Appendix, usage unit per second (“Megabits per second” or “Mbps”) shall be calculated based on the 95th Percentile Bandwidth Utilization” or “burstable billing’ formula (commonly referred to as “95/5” or “95th Percentile Rule”), and shall be defined as follows: (a) Zenlayer’s SNMP (Simple Network Management Protocol) bandwidth monitoring will sample (record a data point reflecting how much bandwidth Customer is utilizing at that instance) both inbound and outbound traffic for each Service connection every five (5) minutes and store those samples for a period of one (1) month. (b) At the end of the month, all data samples for inbound and outbound traffic (separately) are collected and sorted from highest to lowest individually. The highest 5% of each of the inbound and outbound data sets are discarded, and the next highest remaining data sample on either the inbound or outbound data set is the “95th Percentile” number. For purposes of clarity, it is the larger of the inbound or outbound 95th percentile data point that is used as the basis for calculation for that month of Service. (c) The following is the formula based on a thirty (30) day month for a single Customer ordered Service for each inbound and outbound:
(d) 5% of 8,640 Maximum Samples per Month of each inbound and outbound = 432 Samples per Month discarded for each inbound and outbound. The highest remaining data sample in either the inbound or outbound data set would be the 95th Percentile. 3.2. Customer Commitment Flexibility. Unless otherwise agreed, Customer may submit an order to modify its minimum commitment level at any time. The modification shall be deemed successful and take effect immediately upon the submission of the order. The commitment fee for the current month will be calculated on a pro-rata basis based on the actual duration of each commitment level during that month. ### 4. Service Level Guarantee. Zenlayer shall use commercially reasonable efforts to maintain a monthly availability for Service of 99.9% or greater. 4.1. Service Availability Guarantee and Service Level Credit. 4.1.1. Zenlayer fails to meet the service levels outlined above, except for the reasons outlined in Section 4.3. below, Customer shall be entitled to a Service Level Credit as outlined in the Table below:
SERVICE AVAILABILITY % PER CALENDAR MONTHUnavailability Duration Approximation (for reference only)Amount of Credit (% of Monthly fee)
≥ 99.9%Up to 44 minutesN/A
< 99.9% and ≥ 98.9%More than 44 minutes and up to 8 hours10%
< 98.9%More than 8 hours20%
If the Customer uses Zenlayer's services in Egypt, Fujairah, Israel, Kenya, Cambodia, Laos, Myanmar, Qatar, Bangladesh, Pakistan, Customer shall be entitled to a Service Level Credit as outlined in the Table below:
SERVICE AVAILABILITY % PER CALENDAR MONTHUnavailability Duration Approximation (for reference only)Amount of Credit (% of Monthly fee)
≥ 99.5%Up to 3 hours and 36 minutesN/A
< 99.5% and ≥ 98.9%More than 3 hours and 36 minutes and up to 8 hours10%
< 98.9%More than 8 hours20%
4.2. To submit a claim for Service Level Credit, the Customer must: (a) Notify Zenlayer in writing not more than thirty (30) calendar days from the date of the outage to Customer (if Customer fails to notify Zenlayer within said 30 days, no credit shall be given), and (b) Provide Customer’s name, Customer’s administrative contact, contract number, date of the event giving rise to the Service Level Credit related claim with beginning and end time, origination and destination route, source and destination IP Addresses, and a traceroute from the source address (if applicable). (c) 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) (d) Customer shall not be entitled to a credit if the applicable Services have been terminated. (e) The amount and ratio of credit shall only apply to the affected service, and the credit shall be calculated upon the total MRC amount of the affected service. (f) The credit shall be calculated by referencing the records held by Zenlayer, which will be the sole conclusive evidence of the service level achieved, absent manifest error. 4.3. Zenlayer shall not be responsible for network outage, service failure, or service unavailability, and these periods shall not be counted towards calculating credits if the failure or unavailability is due to: (a) Maintenance that has been scheduled and notified to Customer and does not last for more than 24 hours; (b) Force Majeure; (c) Actions by Customer or others authorized by Customer to use the Services or Customer-provided equipment or software or local access facilities ordered directly by Customer; (d) Failure of power, facilities, equipment, systems or connections not provided by Zenlayer or its’ affiliates; (e) Zenlayer’s or its affiliates' inability to access the Customer's premises; (f) Suspension or termination of service in accordance with the MSA; or (g) Acts or omissions of third parties that are not affiliated with Zenlayer. 4.4. In the event Zenlayer observes Distributed Denial of Service (DDoS) attack on the IP Port subscribed by the Customer and the scale of such attack causes adverse impact to the network resulting in service degradation to other customers on the Network, Zenlayer will, at its sole discretion and without prior notice, implement necessary actions to reduce the impact of such DDoS attack. Zenlayer also reserves the right to suspend the Service as required to protect the network as a whole if such service-impacting DDoS attack occurs more than once in a calendar month. Zenlayer shall not be liable to the Customer for any actions taken by Zenlayer to reduce the impact of such DDoS attack. 4.5. Maintenance. Zenlayer may suspend Services during the maintenance or update of its network. In the event of routine, planned maintenance, Zenlayer will provide 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. # Zenlayer Content Distribution Network Services ### 1. Product Summary. Content Distribution Network service is a network acceleration platform with extensive coverage. Relying on backbone network resources, it realizes the nearest network access and provides Customers with high quality network services. ### 2. Definition. 2.1. “Total Valid Request” shall mean all requests received by CDN servers under Customer account. 2.2. “Failed Request” shall mean the requests yielded a 5XX return and failed to reach the website server which Customer wants to visit, due to CDN platform issues. 2.3. Failed Request Rate in the five-minutes interval shall be:
Total Valid Requests every 5 minutes= Number of Total Valid Requests in the five-minutes interval Failed Request every 5 minutes= Number of Failed Request in the five-minutes interval 2.4. “Unavailability” shall mean the Failed Request Rate is larger than 0.05% for every 5 minutes within a continuous ten (10) minutes period. ### 3. Service Availability. 3.1. Service Availability Formula. Subject to Section 2 of this Appendix, with the exception of the domain that has less than 1 million monthly requests, CDN service availability shall be calculated as follows: ![](https://1283656282-files.gitbook.io/~/files/v0/b/gitbook-x-prod.appspot.com/o/spaces%2F7bz1HCqWzYLQ2EHdWCDy%2Fuploads%2FYxpjZtumZG78fLbnPfCg%2Funknown.png?alt=media\&token=3bf72c39-0221-4f14-92d1-f1df67674a45) T = Total Minutes per month U = Unavailability duration (round up to the nearest minutes) 3.2. Significant Change in Peak Bandwidth. Subject to Section 2 of this Appendix, Customer shall provide a written Peak Bandwidth Notice at least three (3) Business Days in advance to ZENLAYER for approval, if Customer plans to increase or decrease the monthly peak bandwidth from last calendar month by thirty per cent (30%) or by more than one hundred (100) Gbps. If Customer fails to provide the Peak Bandwidth Notice in advance or fails to get the approval from Zenlayer, Zenlayer shall not be liable for any service availability issues caused herein. 3.3. Usage-Based Bandwidth Restriction. For usage-based billing, the peak bandwidth is capped at 100 Mbps. If Customer’s actual peak bandwidth is more than 100 Mbps, Customer shall either (A) change to bandwidth-based billing, or (B) provide a written Bandwidth Support Application at least three (3) Business Days in advance to Zenlayer for approval. If Customer chooses to solution B but fails to provide the Bandwidth Support Application in advance or fails to get the approval from Zenlayer, Zenlayer shall not be liable for any service availability issues caused herein. ### 4. Service Level Guarantee. Zenlayer shall use commercially reasonable efforts to maintain a monthly availability for Service of 99.9% or greater. 4.1. *Service Availability Guarantee and Service Level Credit*. 4.1.1. Zenlayer fails to meet the service levels outlined above, except for the reasons outlined in Section *4.3.* below, Customer shall be entitled to a Service Level Credit as outlined in the Table below:
SERVICE AVAILABILITY % PER CALENDAR MONTHUnavailability Duration Approximation (for reference only)Amount of Credit (% of Monthly fee)
≥ 99.9%Up to 44 minutesN/A
< 99.9% and ≥ 99.0%More than 44 minutes and up to 7 hours and 12 minutes10%
< 99.0%More than 7 hours and 12 minutes20%
4.2. To submit a claim for Service Level Credit, the Customer must: (a) Notify Zenlayer in writing not more than thirty (30) calendar days from the date of the outage to Customer (if Customer fails to notify Zenlayer within said 30 days, no credit shall be given), and (b) Provide Customer’s name, Customer’s administrative contact, contract number, date of the event giving rise to the Service Level Credit related claim with beginning and end time, origination and destination route, source and destination IP Addresses, and a traceroute from the source address (if applicable). (c) The formula for Actual Availability shall be as follows: ![](data:image/emf;base64,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)% = Actual Availability T = Total Minutes per Month U = Unavailability Duration (round up to the nearest minutes) (d) Customer shall not be entitled to a credit if the applicable Services have been terminated. (e) The amount and ratio of credit shall only apply to the affected service, and the credit shall be calculated upon the total MRC amount of the affected service. (f) The credit shall be calculated by referencing the records held by Zenlayer, which will be the sole conclusive evidence of the service level achieved, absent manifest error. 4.3. Zenlayer shall be not responsible for service failure caused by the following reasons: (c) Emergency or scheduled maintenance; (d) Force Majeure; (e) Actions by Customer or others authorized by Customer to use the Services or Customer-provided equipment or software or local access facilities ordered directly by Customer; (f) Failure of power, facilities, equipment, systems or connections not provided by Zenlayer or its’ affiliates; (g) Zenlayer’s or its affiliates' inability to access the Customer's premises; (h) Failed to submit Peak Bandwidth Notice or failed to get the approval from Zenlayer under this Appendix; (i) Failed to submit Bandwidth Support Application or failed to get the approval from Zenlayer under this Appendix; (j) Suspension or termination of service in accordance with the MSA; or (k) Acts or omissions of third parties that are not affiliated with Zenlayer. 4.4. In the event that Zenlayer observes that an IP port ordered by Customer is attacked by a DDoS attack, and the scale of the attack adversely affects the network and consequently degrades the services of other customers on the network, Zenlayer has the right, at its sole discretion and without prior notice, to implement necessary measures to reduce the impact to such DDoS attack. Zenlayer reserves the right to suspend service if necessary to protect the entire network. Zenlayer will not be liable to Customer for any actions taken to reduce the impact of such DDoS attacks. 4.5. Maintenance. Zenlayer may suspend Services during the maintenance or update of its network. In the event of routine, planned maintenance, Zenlayer will provide 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 this Appendix. # Zenlayer Cloud Networking ### 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. This appendix only applies to Zenlayer Cloud Networking and does not include the "last mile" part of accessing user systems or devices. 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. Pricing Method. 2.1. 95/5 Burstable Billing Calculation. Per A-end to Z-end, all traffic shall be sampled in a five (5) minute interval. The usage unit per second (“Megabits per second” or “Mbps”) shall be calculated based on the 95th Percentile Bandwidth Utilization” or “burstable billing’ formula (commonly referred to as “95/5” or “95th Percentile Rule”), and shall be defined as follows: a) Zenlayer’s internal bandwidth flow management will sample (record a data point reflecting how much bandwidth Customer or End User is utilizing at that particular instance) both inbound and outbound traffic for each Service connection every five (5) minutes and store those samples for one (1) month. b) At the end of the month, all data samples for inbound and outbound traffic (separately) are collected and sorted from highest to lowest individually. The highest 5% of each of the inbound and outbound data sets are discarded, and the next highest remaining data sample on either the inbound or outbound data set is the “95th Percentile” number. For purposes of clarity, it is the larger of the inbound or outbound 95th percentile data point that is used as the basis for calculation for that particular month of Service. c) The following is the formula based on a thirty-day month for a single Customer ordered Service for each inbound and outbound:
d) 5% of 8,640 Maximum Samples per Month of each inbound and outbound = 432 Samples per Month discarded for each inbound and outbound. The highest remaining data sample in either the inbound or outbound data set would be the 95th Percentile. 2.2. Customer Commitment Flexibility. Unless otherwise agreed, Customer may submit an order to modify its minimum commitment level at any time. The modification shall be deemed successful and take effect immediately upon the submission of the order. The commitment fee for the current month will be calculated on a pro-rata basis based on the actual duration of each commitment level during that month. ### 3. Service Level Agreement. 3.1. Service Availability Guarantee. This Service Level Agreement (“SLA”), which includes service availability guarantee and compensation, is only applicable to Zenlayer Cloud Networking service. Zenlayer shall maintain the monthly availability for the Service set forth in Section 3.3 below. 3.2. Measurement of Service Level. Service Level shall be measured by the minute. If the user is unable to establish connection with multiple and consecutive tries during any 60 seconds, then that minute shall be counted toward downtime. 3.3. 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 affected Service will be found on the right column. The credit shall only be calculated upon the MRC of the affected Service. 3.3.1 For Private Connect - Single Unprotected Virtual Backbone Circuit (monthly availability commitment: 99.50%, or approximately no more than 219 minutes downtime in one (1) calendar month):
Service Availability % per Calendar MonthUnavailability Duration Approximation (for reference only)Amount of Credit (% of MRC)
≥ 99.50%Up to 3.6 hoursN/A
< 99.50% and ≥ 98.90%More than 3.6 hours and up to 8 hours5%
< 98.90% and ≥ 98.50%More than 8 hours and up to 11 hours10%
< 98.50%More than 11 hours20%
3.3.2 For Private Connect - Single Protected Virtual Backbone Circuit and Cloud Router Service (monthly availability commitment: 99.90%, or approximately no more than 44 minutes downtime in one (1) calendar month):
Service Availability % per Calendar MonthUnavailability Duration Approximation (for reference only)Amount of Credit (% of MRC)
≥ 99.90%Up to 44 minutesN/A
< 99.90% and ≥ 99.50%More than 44 minutes and up to 3.6 hours5%
< 99.50% and ≥ 98.90%More than 3.6 hours and up to 8 hours10%
< 98.90%More than 8 hours20%
3.3.3 For High Availability IP Transit - Dual Protected Virtual Backbone Circuit Service:
Service Availability % per Calendar MonthUnavailability Duration Approximation (for reference only)Amount of Credit (% of MRC)
≥ 99.95%Up to 22 minutesN/A
< 99.95% and ≥ 99.50%More than 22 minutes and up to 3.6 hours5%
< 99.50% and ≥ 98.90%More than 3.6 hours and up to 8 hours10%
< 98.90%More than 8 hours20%
3.4 Service Credit Application. To apply for a Service Level Credit, the user must submit a service level credit application (“Application”) to Zenlayer in writing thirty (30) days after the affected calendar month. The Application must include the specific date, time, and duration of the Service unavailability, as well as the Application list the user’s administrative person, contract number, origination and destination route, source and destination IP Addresses, and a traceroute from the source address (if applicable). 3.4.1 The formula for Actual Availability shall be as follows:
T = Total Minutes per Month U = Unavailability Duration (round up to the nearest minutes) 3.4.2 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. 3.4.3 The credit shall be calculated by referencing the records held by Zenlayer 3.5 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. 3.6 Maintenance. Zenlayer may suspend Services during the maintenance or update of its network. In the event of routine, planned maintenance, Zenlayer will provide 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. # Zenlayer Elastic Compute ### 1. PRODUCT SUMMARY. ZEC is an elastic computing product developed based on modern cloud computing architecture. It offers comprehensive elastic scalability in computing, storage, and networking, and is specifically designed to support large-scale distributed computing and complex business scenarios. It is particularly well suited to business scenarios with demanding requirements for elasticity, stability, and performance. ### 2. SERVICE AVAILABILITY. 2.1. Service Availability Formula. ZEC service availability shall be calculated as follows: $$ \left(\frac{T-U}{T}\right) \times 100% = \text{Service Availability} $$ T = Total Minutes per month U = Unavailability duration (each discrete period of Unavailability is rounded up to the nearest minute) “Unavailability” shall mean any minute during which a ZEC instance: (i) cannot establish bidirectional (inbound and outbound) connectivity, via TCP or UDP, with any IP address permitted under the applicable access permission rules; or (ii) is not in a running state, or is otherwise incapable of processing Customer’s workloads, due to a failure of the host machine, hypervisor, or other underlying infrastructure provided and operated by Zenlayer. “Unavailability duration” shall mean the sum of unavailable minutes during which a ZEC instance fails to deliver service for one (1) minute or longer continuously, measured at one (1) minute granularity based on the records held by Zenlayer. For the avoidance of doubt, this applies equally to Unavailability under subsections (i) and (ii) above. The unavailable minutes caused by Section 3.3 below shall be excluded. ### 3. SERVICE LEVEL GUARANTEE. Zenlayer shall use commercially reasonable efforts to maintain a monthly availability for Service of 99.975% or greater. 3.1. Service Availability Guarantee and Service Level Credit. If Zenlayer fails to meet the service levels outlined above, except for the reasons outlined in Section 3.3 below, Customer shall be entitled to a Service Level Credit as outlined in the Table below: Note: The following service level credit table applies exclusively to Zenlayer Elastic Compute Instance (ZEC) virtual machines.
Service Availability % per Calendar MonthUnavailability Duration Approximation (for reference only)Amount of Credit (% of Monthly fee)
≥ 99.975%Up to 11 minutesN/A
< 99.975% and ≥ 99%More than 11 minutes and up to 8 hours10%
< 99% and ≥ 95%More than 8 hours20%
< 95%N/A50%
If the Customer uses Zenlayer's services in Egypt, Fujairah, Israel, Kenya, Cambodia, Laos, Myanmar, Qatar, Bangladesh, Pakistan, Customer shall be entitled to a Service Level Credit as outlined in the Table below:
Service Availability % per Calendar MonthUnavailability Duration Approximation (for reference only)Amount of Credit (% of Monthly fee)
≥ 99.5%Up to 3 hours and 36 minutesN/A
< 99.5% and ≥ 98.9%More than 3 hours and 36 minutes and up to 8 hours10%
< 98.9%More than 8 hours20%
3.2. To submit a claim for Service Level Credit, Customer must: (a) Notify Zenlayer in writing within thirty (30) days of the outage, and (b) Provide necessary information, including Customer’s name, Customer’s administrative contact, contract number, date of the event giving rise to the claim with beginning and end time, origination and destination route, source, and destination IP Addresses, and a traceroute from the source address (if applicable). (c) The amount and ratio of credit shall only apply to the affected Service, and the credit shall be calculated upon the MRC amount of the affected Service. (d) The credit shall be calculated by referencing the records held by Zenlayer, which will be the sole conclusive evidence of the service level achieved, absent manifest error. (e) Customer shall not be entitled to a credit if at the time of submission for credit by Customer (i) the Customer’s payment account is past due and/or (ii) the applicable Services have been terminated. 3.3. Zenlayer shall not be responsible for service failure caused by the following reasons, and the failed time will not be calculated into the Service Level Credit: (a) Emergency or scheduled maintenance, including cutover, maintenance, upgrade, host machine maintenance, live migration, and simulated fault drill, etc.; (b) Force Majeure; (c) Caused by the negligence of Customer or the operation authorized by Customer; (d) Failure of power, facilities, equipment, systems, configuration, or connections not provided by Zenlayer or its affiliates; (e) The loss or leakage of data, accounts, passwords, etc. caused by improper maintenance or confidentiality of Customer; (f) Caused by Customer's failure to follow the product use documents or suggestions of Zenlayer; (g) Suspension or termination of service in accordance with the MSA; (h) Customer's application is attacked by hackers; (i) Acts or omissions of third parties that are not affiliated with Zenlayer; (j) Failure or malfunction of the guest operating system, applications, drivers, or other software installed or configured by Customer within the ZEC instance; (k) Shutdown, reboot, reconfiguration, or resource exhaustion of the ZEC instance initiated by, or resulting from, Customer's own operations or API calls. 3.4. In the event that Zenlayer observes a DDoS attack targeting an IP port ordered by the Customer, and if the scale of the attack adversely affects the network and disrupts the Services of other customers on the network, Zenlayer reserves the right, at its sole discretion and without prior notice, to implement necessary measures to mitigate the impact to such DDoS attack. Zenlayer reserves the right to suspend Service if necessary to protect the entire network. Zenlayer will not be liable to Customer for any actions taken to reduce the impact of such DDoS attacks. 3.5. Maintenance. Zenlayer may suspend Services during the maintenance or update of its network. In the event of routine, planned maintenance, Zenlayer will provide 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 this SLA. ### 4. RESPONSE AND RESOLUTION TIMES. Zenlayer live support will be available 24 hours per day, 7 days per week, year-round. Customer may request support by opening a support ticket via Zenlayer’s portal/email or in the event of “urgent” priority support requests via portal, email, or phone by calling the Zenlayer support team. Both parties agree to establish a consultation system and enhance daily communication to promptly address any issues that may affect service quality. Zenlayer commits to maintaining the provided service in accordance with relevant regulations and specifications. The Customer is expected to provide necessary assistance and cooperation in order to facilitate the service. An “event” in the table below is a hardware power failure, a network interruption, and/or a Service Outage. Zenlayer will respond to your support requests within the following time frames:
PriorityInitial Response TimeResolution Time
Urgent – Progressed 24x730 mins8 hours
High – Progressed 24x730 mins48 hours
Medium – Progressed Monday-Friday business hours30 mins5 business days
Low – Progressed Monday-Friday business hours30 mins10 business days
### APPENDIX A. BANDWIDTH MEASUREMENT AND BILLING METHODOLOGY. This Appendix describes how Zenlayer measures bandwidth utilization for purposes of calculating fees. It is provided for reference and does not modify, expand, or limit the Service Level commitments set out in Sections 2 through 4. 95/5 Burstable Billing Calculation. As used in this SLA, usage unit per second (“Megabits per second” or “Mbps”) shall be calculated based on the “95th Percentile Bandwidth Utilization” or “burstable billing” formula (commonly referred to as “95/5” or “95th Percentile Rule”), and shall be defined as follows: (a) Zenlayer’s billing system will sample (record a data point reflecting how much bandwidth Customer is utilizing at that instance) both inbound and outbound traffic for each Service connection every five (5) minutes, and will store those samples for a period of not less than one (1) month. (b) At the end of the month, all data samples for inbound and outbound traffic (separately) are collected and sorted from highest to lowest individually. The highest 5% of each of the inbound and outbound data sets are discarded, and the next highest remaining data sample on either the inbound or outbound data set is the “95th Percentile” number. For purposes of clarity, it is the larger of the inbound or outbound 95th percentile data point that is used as the basis for calculation for that month of Service. (c) The following is the formula based on a thirty (30) day month for a single Customer ordered Service for each inbound and outbound: $$ \begin{aligned} &\left(\frac{1\ \text{Sample}}{5\ \text{Minutes}}\right) \times \left(\frac{60\ \text{Minutes}}{1\ \text{Hour}}\right) \times \left(\frac{24\ \text{Hours}}{1\ \text{Day}}\right) \times \left(\frac{30\ \text{Days}}{1\ \text{Month}}\right) \\\[6pt] &= 8{,}640\ \text{Maximum Total Samples per Month} \end{aligned} $$ (d) 5% of 8,640 Maximum Samples per Month of each inbound and outbound = 432 Samples per Month discarded for each inbound and outbound. The highest remaining data sample in either the inbound or outbound data set would be the 95th Percentile. # Zenlayer Global Accelerator ### 1. Product Summary. ZGA is a worldwide network acceleration platform. Relying on Zenlayer global backbone network resources, it realizes the network nearby access, and global point-to-point, point-to-multipoint interconnection. It provides high-quality network services for global customers by providing the various network solutions, including low delay, anti-jitter and packet loss control. ### 2. Definition. "Unavailability" means Customer’s communication attempts to pass the designated acceleration area all fail within the acceleration channel within a certain minute (i.e., the packet loss rate within the acceleration channel within one minute is 100%, subject to Zenlayer monitoring data). The unavailable minutes caused by Section 4.3 below shall be excluded. ### 3. Service Availability. 3.1. Service Availability Formula. Subject to Section 2 of this Appendix, with the exception of the domain that has less than 1 million monthly requests, ZGA service availability shall be calculated as follows: ![](https://1283656282-files.gitbook.io/~/files/v0/b/gitbook-x-prod.appspot.com/o/spaces%2F7bz1HCqWzYLQ2EHdWCDy%2Fuploads%2FYxpjZtumZG78fLbnPfCg%2Funknown.png?alt=media\&token=3bf72c39-0221-4f14-92d1-f1df67674a45) T = Total Minutes per month U = Unavailability duration (round up to the nearest minutes) 3.2. Significant Change in Peak Bandwidth. Customer shall provide a written Peak Bandwidth Notice at least three (3) Business Days in advance to Zenlayer for approval, if Customer plans to increase or decrease the monthly peak bandwidth from last calendar month by thirty per cent (30%) or by more than one hundred (100) Gbps. If Customer fails to provide the Peak Bandwidth Notice in advance or fails to get the approval from Zenlayer, Zenlayer shall not be liable for any service availability issues caused herein. 3.3. Usage-Based Bandwidth Restriction. For usage-based billing, the peak bandwidth is capped at 100 Mbps. If Customer’s actual peak bandwidth is more than 100 Mbps, Customer shall either (A) change to bandwidth-based billing, or (B) provide a written Bandwidth Support Application at least three (3) Business Days in advance to Zenlayer for approval. If Customer chooses to solution B but fails to provide the Bandwidth Support Application in advance or fails to get the approval from Zenlayer, Zenlayer shall not be liable for any service availability issues caused herein. ### 4. Service Level Guarantee. Zenlayer shall use commercially reasonable efforts to maintain a monthly availability for Service of 99.9% or greater. 4.1. Service Availability Guarantee and Service Level Credit. 4.1.1. Zenlayer fails to meet the service levels outlined above, except for the reasons outlined in Section 4.3. below, Customer shall be entitled to a Service Level Credit as outlined in the Table below:
SERVICE AVAILABILITY % PER CALENDAR MONTHUnavailability Duration Approximation (for reference only)Amount of Credit (% of Monthly fee)
≥ 99.9%Up to 44 minutesN/A
< 99.9% and ≥ 99.0%More than 44 minutes and up to 7 hours and 12 minutes10%
< 99.0%More than 7 hours and 12 minutes20%
4.2 To submit a claim for Service Level Credit, Customer shall (a) notify Zenlayer in writing within thirty (30) days of the outage, and (b) provide necessary information, including Customer’s name, Customer’s administrative contact, contract number, date of the event giving rise to the claim with beginning and end time, origination and destination route, source and destination IP Addresses, and a traceroute from the source address (if applicable). (c) The formula for Actual Availability shall be as follows: T = Total Minutes per Month U = Unavailability Duration (round up to the nearest minutes) (d) Customer shall not be entitled to a credit if the applicable Services have been terminated. (e) The amount and ratio of credit shall only apply to the affected service, and the credit shall be calculated upon the total MRC amount of the affected service. (f) The credit shall be calculated by referencing the records held by Zenlayer, which will be the sole conclusive evidence of the service level achieved, absent manifest error. 4.3 Zenlayer shall be not responsible for service failure caused by the following reasons: (a) Emergency or scheduled maintenance; (b) Force Majeure; (c) Actions by Customer or others authorized by Customer to use the Services or Customer-provided equipment or software or local access facilities ordered directly by Customer; (d) Failure of power, facilities, equipment, systems or connections not provided by Zenlayer or its’ affiliates; (e) Zenlayer’s or its affiliates' inability to access the Customer's premises; (f) Failed to submit Peak Bandwidth Notice or failed to get the approval from Zenlayer under this Appendix; (g) Failed to submit Bandwidth Support Application or failed to get the approval from Zenlayer under this Appendix; (h) Suspension or termination of service in accordance with the MSA; or (i) Any service interruption or termination caused by the attack on the customer (j) Acts or omissions of third parties that are not affiliated with Zenlayer. 4.4 In the event that Zenlayer observes that an IP port ordered by Customer is attacked by a DDoS attack, and the scale of the attack adversely affects the network and consequently degrades the services of other customers on the network, Zenlayer has the right, at its sole discretion and without prior notice, to implement necessary measures to reduce the impact to such DDoS attack. Zenlayer reserves the right to suspend service if necessary to protect the entire network. Zenlayer will not be liable to Customer for any actions taken to reduce the impact of such DDoS attacks. 4.5 Maintenance. Zenlayer may suspend Services during the maintenance or update of its network. In the event of routine, planned maintenance, Zenlayer will provide 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 this Appendix. 4.6 Technical support. Zenlayer provides Customer with 7 × 24 uninterrupted online technical support, answers the technical questions and accepts the fault claims raised by Customer. Both sides agree to establish a consultation system, strengthen daily communication, and deal with problems affecting service quality in a timely manner. The service provided by Zenlayer shall be maintained in accordance with relevant regulations and specifications, and Customer shall provide necessary assistance and cooperation. # Zenlayer Load Balancing Services ### 1. Product Summary. Load balancing is a software product that schedules user traffic to back-end servers according to configuration policies. This Appendix is only applicable to Network-based Load Balancing (NLB). ### 2. Payment Terms and Fee Calculation. All Charges for the ZLB Services will be calculated according to the price listed in SOF. ### 3. Service Availability. 3.1. Service Availability Formula. ZLB service availability shall be calculated as follows: ![](https://1283656282-files.gitbook.io/~/files/v0/b/gitbook-x-prod.appspot.com/o/spaces%2F7bz1HCqWzYLQ2EHdWCDy%2Fuploads%2FYxpjZtumZG78fLbnPfCg%2Funknown.png?alt=media\&token=3bf72c39-0221-4f14-92d1-f1df67674a45) T = Total Minutes per month U = Unavailability duration (round up to the nearest minutes) “Unavailability” shall mean a single ZLB instance cannot provide the traffic scheduling services normally. “Unavailability duration” shall mean sum of unavailable minutes of a single ZLB instance in a natural month. The unavailable minutes caused by Section 4.3 below shall be excluded. ### 4. Service Level Guarantee. Zenlayer shall use commercially reasonable efforts to maintain a monthly availability for Service of 99.9% or greater. 4.1. Service Availability Guarantee and Service Level Credit. Zenlayer fails to meet the service levels outlined above, except for the reasons outlined in Section 4.3. below, Customer shall be entitled to a Service Level Credit as outlined in the Table below:
Service Availability % per Calendar MonthUnavailability Duration Approximation (for reference only)Amount of Credit (% of Monthly fee)
≥ 99.9%Up to 44 minutesN/A
< 99.9% and ≥ 98.9%More than 44 minutes and up to 8 hours10%
< 98.9%More than 8 hours20%
If the Customer uses Zenlayer's services in Egypt, Fujairah, Israel, Kenya, Cambodia, Laos, Myanmar, Qatar, Bangladesh, Pakistan, Customer shall be entitled to a Service Level Credit as outlined in the Table below:
Service Availability % per Calendar MonthUnavailability Duration Approximation (for reference only)Amount of Credit (% of Monthly fee)
≥ 99.5%Up to 3 hours and 36 minutesN/A
< 99.9% and ≥ 98.9%More than 3 hours and 36 minutes and up to 8 hours10%
< 98.9%More than 8 hours20%
4.2. To submit a claim for Service Level Credit, Customer shall (a) notify Zenlayer in writing within thirty (30) days of the outage, and (b) provide necessary information, including Customer’s name, Customer’s administrative contact, contract number, date of the event giving rise to the claim with beginning and end time, origination and destination route, source and destination IP Addresses, and a traceroute from the source address (if applicable). (c) The amount and ratio of credit shall only apply to the affected Service, and the credit shall be calculated upon the MRC amount of the affected Service listed in this Appendix. (d) The credit shall be calculated by referencing the records held by Zenlayer, which will be the sole conclusive evidence of the service level achieved, absent manifest error. 4.3. Zenlayer shall be not responsible for service failure caused by the following reasons, and the failed time will not be calculated into the Service Level Credit: (a) Emergency or scheduled maintenance, including cutover, maintenance, upgrade and simulated fault drill, etc; (b) Force Majeure; (c) Actions by Customer or others authorized by Customer to use the Services or Customer-provided equipment or software or local access facilities ordered directly by Customer; (d) Customer does not configure the back-end server or the problem caused by the abnormal back-end server; (e) Failure of power, facilities, equipment, systems, configuration or connections not provided by Zenlayer or it’s affiliates; (f) Customer's visiting volume exceeding the ZLB instance specifications; (g) The availability detection network segment is disabled caused by Customer’s security policy configured on the back-end servers; (h) The loss or leakage of data, passwords, passwords, etc. caused by improper maintenance or confidentiality of Customers; (i) Customer's failure to follow the product use documents or suggestions of Zenlayer; (j) Suspension or termination of Service in accordance with the MSA; or (k) Acts or omissions of third parties that are not affiliated with Zenlayer. 4.4. In the event that Zenlayer observes that an IP port ordered by Customer is attacked by a DDoS attack, and the scale of the attack adversely affects the network and consequently degrades the Services of other customers on the network, Zenlayer has the right, at its sole discretion and without prior notice, to implement necessary measures to reduce the impact to such DDoS attack. Zenlayer reserves the right to suspend Service if necessary to protect the entire network. Zenlayer will not be liable to Customer for any actions taken to reduce the impact of such DDoS attacks. 4.5. Maintenance. Zenlayer may suspend Services during the maintenance or update of its network. In the event of routine, planned maintenance, Zenlayer will provide 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 this Appendix. # Zenlayer Virtual Machine ### 1. Product Summary. ZVM is an edge computing cloud virtual machine product that provides customers with computing, storage and network. ### 2. Fee Calculation. 95/5 Burstable Billing Calculation. As used in this Appendix, usage unit per second (“Megabits per second” or “Mbps”) shall be calculated based on the 95th Percentile Bandwidth Utilization” or “burstable billing’ formula (commonly referred to as “95/5” or “95th Percentile Rule”), and shall be defined as follows: (a) Zenlayer’s SNMP (Simple Network Management Protocol) bandwidth monitoring will sample (record a data point reflecting how much bandwidth Customer is utilizing at that instance) both inbound and outbound traffic for each Service connection every five (5) minutes and store those samples for a period of one (1) month. (b) At the end of the month, all data samples for inbound and outbound traffic (separately) are collected and sorted from highest to lowest individually. The highest 5% of each of the inbound and outbound data sets are discarded, and the next highest remaining data sample on either the inbound or outbound data set is the “95th Percentile” number. For purposes of clarity, it is the larger of the inbound or outbound 95th percentile data point that is used as the basis for calculation for that month of Service. (c) The following is the formula based on a thirty (30) day month for a single Customer ordered Service for each inbound and outbound:
(d) 5% of 8,640 Maximum Samples per Month of each inbound and outbound = 432 Samples per Month discarded for each inbound and outbound. The highest remaining data sample in either the inbound or outbound data set would be the 95th Percentile. ### 3. Service Availability. 3.1. Service Availability Formula. ZVM service availability shall be calculated as follows: ![](https://1283656282-files.gitbook.io/~/files/v0/b/gitbook-x-prod.appspot.com/o/spaces%2F7bz1HCqWzYLQ2EHdWCDy%2Fuploads%2FYxpjZtumZG78fLbnPfCg%2Funknown.png?alt=media\&token=3bf72c39-0221-4f14-92d1-f1df67674a45) T = Total Minutes per month U = Unavailability duration (round up to the nearest minutes) “Unavailability duration” shall mean sum of unavailable minutes when a ZVM instance fails to deliver service for five (5) minutes or longer continuously. The unavailable minutes caused by Section 4.3 below shall be excluded. ### 4. Service Level Guarantee. Zenlayer shall use commercially reasonable efforts to maintain a monthly availability for Service of 99.9% or greater. 4.1. Service Availability Guarantee and Service Level Credit. Zenlayer fails to meet the service levels outlined above, except for the reasons outlined in Section 4.3. below, Customer shall be entitled to a Service Level Credit as outlined in the Table below:
Service Availability % per Calendar MonthUnavailability Duration Approximation (for reference only)Amount of Credit (% of Monthly fee)
≥ 99.9%Up to 44 minutesN/A
< 99.9% and ≥ 99%More than 44 minutes and up to 8 hours10%
< 99% and≥ 95%More than 8 hours20%
< 95%N/A50%
If the Customer uses Zenlayer's services in Egypt, Fujairah, Israel, Kenya, Cambodia, Laos, Myanmar, Qatar, Bangladesh, Pakistan, Customer shall be entitled to a Service Level Credit as outlined in the Table below:
Service Availability % per Calendar MonthUnavailability Duration Approximation (for reference only)Amount of Credit (% of Monthly fee)
≥ 99.5%Up to 3 hours and 36 minutesN/A
< 99.5% and ≥ 98.9%More than 3 hours and 36 minutes and up to 8 hours10%
< 98.9%More than 8 hours20%
4.2. To submit a claim for Service Level Credit, Customer shall (a) notify Zenlayer in writing within thirty (30) days of the outage, and (b) provide necessary information, including Customer’s name, Customer’s administrative contact, contract number, date of the event giving rise to the claim with beginning and end time, origination and destination route, source and destination IP Addresses, and a traceroute from the source address (if applicable). (c) The amount and ratio of credit shall only apply to the affected Service, and the credit shall be calculated upon the MRC amount of the affected Service listed in this Appendix. (d) The credit shall be calculated by referencing the records held by Zenlayer, which will be the sole conclusive evidence of the service level achieved, absent manifest error. 4.3. Zenlayer shall be not responsible for service failure caused by the following reasons, and the failed time will not be calculated into the Service Level Credit: (a) Emergency or scheduled maintenance, including cutover, maintenance, upgrade and simulated fault drill, etc; (b) Force Majeure; (c) Caused by the negligence of Customer or the operation authorized by Customer; (d) Failure of power, facilities, equipment, systems, configuration or connections not provided by Zenlayer or it’s affiliates; (e) The loss or leakage of data, passwords, passwords, etc. caused by improper maintenance or confidentiality of Customer; (f) Caused by Customer's failure to follow the product use documents or suggestions of Zenlayer; (g) Suspension or termination of service in accordance with the MSA; (h) Customer's application is attacked by hackers; (i) Acts or omissions of third parties that are not affiliated with Zenlayer. 4.4. In the event that Zenlayer observes that an IP port ordered by Customer is attacked by a DDoS attack, and the scale of the attack adversely affects the network and consequently degrades the Services of other customers on the network, Zenlayer has the right, at its sole discretion and without prior notice, to implement necessary measures to reduce the impact to such DDoS attack. Zenlayer reserves the right to suspend Service if necessary to protect the entire network. Zenlayer will not be liable to Customer for any actions taken to reduce the impact of such DDoS attacks. 4.5. Maintenance. Zenlayer may suspend Services during the maintenance or update of its network. In the event of routine, planned maintenance, Zenlayer will provide 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 this Appendix.