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21Vianet Cloud Services Agreement

Last Updated: Oct 28, 2016

This Agreement governs your acquisition and use of 21Vianet Cloud Services. You may select Cloud Services either on-line or through an Order Form 21Vianet provides. The Order Form you submit to 21Vianet will specify the Cloud Services and quantities selected, 21Vianet charges and other details of your order. The Order Form, the Service Description(s) for the selected Cloud Service(s) and this Agreement will constitute the complete agreement for the Cloud Services and will supersede any prior discussions or representations regarding the Cloud Services. Any reproduction of this Agreement made by reliable means is considered an original.

Service Performance and Commitments

When 21Vianet accepts your Order Form for a Cloud Service, 21Vianet will provide you the entitlements specified in the Order Form. You may access the Cloud Service from any location via a network connection. Cloud Services are designed to be available 24/7 subject to maintenance. You will be notified of scheduled maintenance. Service Level commitments, if applicable, are specified in the Service Description. In addition, some Cloud Services include entitlement to use enabling software on your machines. If applicable, descriptions and details of the software and permitted use granted by 21Vianet or third parties will be included in the Service Description.

You may access and use each Cloud Service that you order only to the extent of entitlements acquired by you. You are responsible for use of Cloud Services by any party who accesses the Service with your account credentials.

21Vianet does not authorize use of any Cloud Service for any unlawful or inappropriate purposes, such as gambling, obscenity, pornography, violence, misappropriation, unauthorized access or interference, viruses or harmful code, harassment, unsolicited or deceptive messages, or evading filters. Any such use is prohibited. Unless expressly provided in this Agreement, you are not authorized to use the Cloud Services to provide hosting or timesharing services to any third party.

Integration, Configuration and Custom Services

21Vianet may offer additional standard customization and configuration Services. Such Services are detailed in an additional Service Description and may be ordered pursuant to the Order Form. At your request, 21Vianet may perform additional custom services, as specified in a mutually agreed Statement of Work.

Confidentiality and Data Protection

Each Cloud Service is designed to protect the proprietary content that you input into the Cloud Service and to provide for access and use of such content only in accordance with the provision of the Cloud Service. Except as otherwise specified in a Service Description, Cloud Services limit access and use of your proprietary content to 21Vianet employees, contractors and technology providers as needed to manage and deliver the Cloud Service. 21Vianet will not disclose your proprietary content, and will return or destroy your content upon the expiration or cancellation of the Cloud Service, or earlier upon your request. 21Vianet reserves the right to charge for certain activities performed at your request or direction (such as delivering content in a specific format).

The Service Description for each Cloud Service describes the security functions and features applicable to the Cloud Service. 21Vianet agrees to provide you notice of any unauthorized third party access to your content of which we become aware and to provide reasonable efforts to remediate identified security vulnerabilities. If your content is lost or damaged, 21Vianet will assist you in restoring the content to the Cloud Service from your last available back up copy in compatible format.

Some of your content or other data may be subject to governmental regulation or otherwise may require security measures beyond those specified by 21Vianet for the Cloud Service. You agree not to input such content in the Cloud Services or to otherwise provide such data in conjunction with other Services unless we have first agreed in writing to provide additional required security measures. You are responsible for all necessary permissions to include the content in the Cloud Service and you grant 21Vianet permission to use, store and process the content in the delivery of the Cloud Services.

Charges, Payments & Taxes

You agree to pay all applicable charges for a Service as set forth in the Agreement and any charges for use in excess of entitlements, any custom, duty, tax (including withholding tax), levy or fee imposed by any authority resulting from your purchase or use of a Service, and any late payment fees. Also, you agree to allow 21Vianet to transfer billing collection rights to the 3rd party 21Vianet assigned. Unless specified otherwise in an Order Form, amounts are due upon receipt of the invoice and payable electronically within 30 days of the invoice date to an account specified by 21Vianet.

Changes

21Vianet may modify the computing environment used to provide a Cloud Service, provided that such change does not degrade the functionality or the security features of the Cloud Service. Other changes to the Service Description made by 21Vianet will not apply until any agreed renewal or extension.

Term, Termination, Suspension

The term of a Cloud Service is described in the Service Description or Order Form. Any renewal terms for a Cloud Service will be as otherwise specified in the Service Description or Order Form. 21Vianet may withdraw a Cloud Service on 12 months’ notice, or as specified in the Service Description, and 21Vianet will either continue to provide the Cloud Service for the remainder of your unexpired term or work with you to migrate to another 21Vianet Service. 21Vianet may suspend, revoke or limit use of a Cloud Service if in 21Vianet’s sole discretion there is a breach of security, breach of your obligations under the Agreement or violation of law. Charges will continue to accrue for the Cloud Service during any suspension. If the cause of the suspension is reasonably capable of being remedied, 21Vianet will provide you notice of what actions you must take to reinstate the Cloud Service. If you fail to take such actions within a reasonable time, 21Vianet may terminate the Cloud Service.

Liability and Indemnity

21Vianet’s entire liability for all claims in the aggregate arising from your use of a Cloud Service acquired hereunder will not exceed the amount of any actual direct damages up to the amounts paid in the prior 12 months for the Cloud Service that is the subject of the claim, regardless of the basis of the claim. This limit applies collectively to 21Vianet, its subsidiaries and contractors. 21Vianet will not be liable for special, incidental, exemplary, indirect or economic consequential damages, lost profits, business, revenue, goodwill, or anticipated savings.

If a third party asserts in a litigation against you that a Service acquired hereunder infringes that party’s patent or copyright, 21Vianet will defend you against that claim and pay damages that a court finally awards against you or that are included in a settlement approved by 21Vianet, provided that you promptly notify 21Vianet in writing of the claim, supply information requested by 21Vianet, and allow 21Vianet to control the defense and settlement. 21Vianet reserves the right to modify or replace the Service with an equivalent non-infringing one or, if replacement is not reasonably available, to discontinue the Cloud Service and provide a credit for any pre-paid unexpired term. 21Vianet has no liability for claims that include, in whole or part, items not provided by 21Vianet. You are responsible for any violation of law or any third party rights caused by your content or, except as provided in this paragraph, your use of the Service.

Warranties and Disclaimers

21Vianet warrants it will provide the Cloud Service using commercially reasonable care and skill in accordance with the Services Description. The warranty period is the term of the Service.

21Vianet DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF A CLOUD SERVICE. THESE WARRANTIES ARE THE EXCLUSIVE WARRANTIES FROM 21Vianet. THEY REPLACE ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

Compliance with Laws

Each party remains responsible for complying with laws, rules and regulations applicable to its business, use of a Cloud Service, and content. A Cloud Service is delivered in, and the choice of forum and law (without regard to conflict of laws) is the country and state in which you ordered the Cloud Services.

Any disputes will be resolved through friendly consultation, failing which either party may submit the dispute to the China International Economic and Trade Arbitration Commission in Beijing, for final settlement by arbitration. An arbitral award will be enforceable under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958).

For Cloud Services, you may enforce its rights under this Agreement only in the mainland of People’s Republic of China.

General

21Vianet may use 21Vianet resources and third party suppliers to support the delivery of Cloud Services. Assignment of this Agreement and the rights and obligations under it, including entitlements to the Cloud Service, is not permitted except to a subsidiary or to a successor organization by merger or acquisition. Assignment by 21Vianet in conjunction with the sale of the portion of 21Vianet’s business that includes the Cloud Service is not restricted.

21Vianet Business Partners are independent from 21Vianet and unilaterally determine their prices and terms. 21Vianet is not responsible for their actions, statements or the offerings they provide under their agreements.

Contact List

You agree to provide the contact list and if any changes occur, 21Vianet should be informed by written notice.

  1. Primary Contact. Receive notification of the contract including provisioning, renewal, termination and other business issues.

    Contact Name:

    Email Address:

    Tel / Phone No.:

  2. Finance Contact. Receive billing send by 21Vianet and in charge of payment.

    Contact Name:

    Email Address:

    Tel / Phone No.:

  3. Online technical Contract. Online service administrator who grant online access to other users.

    Contact Name:

    Email Address:

    Tel / Phone No.:

Agreed to:

Part A:

By____________________________________ Authorized signature Name (type or print):

Company address:

Date:

Agreed to:

Part B: Beijing 21Vianet Broadband Data Center Co., Ltd

By____________________________________ Authorized signature Name (type or print):

Company address:

M5, No. 1 Jiuxianqiao East Road, Chaoyang District, Beijing

Date: