This Cloud Service Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following parties on [insert the date] in Beijing:
|Party A: [insert Customer’s full name]
Address: [insert Customer’s address]
Contact: [insert the name of Customer’s contact]
Tel: [insert the telephone number of Customer’s contact]
Fax: [insert the fax number of Customer’s contact]
Zip Code: [insert Party A’s zip code]
|Party B: Beijing SpeedyCloud Technologies Co., Ltd.,
Address: Room 917, Dianzicheng Keji Building, Jiuxianqiao Road N.o. 12, Chaoyang District, Beijing
Contact: [Insert the name of contact]
Zip Code: 100016
Whereas, Party A intends to rent the cloud service provided by Party B, and Party B agrees to provide the cloud hosting service to Party A in accordance with the terms and conditions contained herein.
The two parties reach the following agreements through friendly consultation under the principles of equality and mutual benefits, mutual trust, compensated use and joint development:
Article I Subject Matter
1.1 In order to meet the business requirements, Party A needs to store its business content on Party B’s cloud host, and Party B will provide allocation on its cloud computing platform with the assistance of the virtual devices (hereinafter referred to as the “cloud host”) specified in List of Cloud Products and Service (see Appendix I), and connect Party A’s hosted business to the internet so as to provide legal internet information service. Party A undertakes to truthfully fill in the following information. In case of any discrepancy between the information filled in by Party A and the actual information, Party A shall assume all the liabilities, and compensate and hold Party B harmless from all the damages and losses incurred by Party B therefrom.
The specific purpose of Party A’s business shall be:
□Information releasing □Video posting □Online game □Data storage
The industry in which Party A is involved shall be:
□Government □Media □Integrated Internet enterprise □IT enterprise
□E-commerce □Video □Game □Others
Is Party A a value-added telecommunication business operator who is engaged in provision of network access service?
Party A hereby solemnly and sincerely declares that Party A is engaged in:
□Operational Internet information service
□Non-operational Internet information service
1.2 Party B shall provide the relevant service in accordance with the business content specified in Appendix I – List of Cloud Products and Service.
1.3 In case Party A desires to entrust Party B to maintain the cloud host system, purchase and install software, or purchase hardware for and on behalf of Party A, the two parties shall separately execute a supplementary agreement.
Article II Opening of Cloud Hosts
2.1 Party A shall apply for the type and quantity of cloud hosts according to its own demands, and complete the cloud host registration procedures together with Party B’s cloud computing platform management center. The final list of hosted virtual devices (hereinafter referred to as the “list of cloud devices”) shall be subject to the records kept by Party B’s cloud computing platform management center.
2.2 Opening of cloud hosts refers to commencement of provision of cloud hosting service by Party B in accordance with this Agreement after receipt of the advance payment made by Party A.
2.3 For the purposes of Party B’s opening of cloud hosts for and on behalf of Party A, the two parties shall execute List of Cloud Products and Service (see Appendix I). The actual opening date recorded in List of Cloud Products and Service is the commencement date for provisioning of cloud hosting service.
Article III Cloud Hosting Term
3.1 The cloud hosting term shall be two (2) years from the opening date of cloud hosts (hereinafter referred to as the “cloud service term”). In case of any decision not to amend or renew this Agreement is made by either party at least thirty (30) natural days prior to expiration of the cloud service term, and both parities continue to automatically offer and/or accept cloud service after expiration, this Agreement shall be automatically renewed for two (2) years and by analogy.
3.2 In case the cloud service term expires and Party A will not use the service provided by Party B any longer, Party B shall close the connection between the cloud hosts and internet within seven (7) days upon expiration of the cloud service term.
3.3 Party A shall initiatively transfer Party A’s data stored on Party B’s cloud computing platform in accordance with the list of cloud devices within thirty (30) days upon expiration of the cloud service term; Party B shall reserve the right to delete Party A’s data thirty (30) days after expiration of the cloud service term.
3.4 This Agreement may be terminated after both parties reach an agreement in writing prior to expiration, but the party seeking the termination shall issue a written notice of termination to the other party at least one (1) month in advance and shall obtain the other party’s confirmation and approval in writing. Party B shall close the connection between the cloud hosts and internet at the time mutually agreed by both parties, and the payment of service fees shall be made until the date of service termination stipulated in the written agreement.
3.5 In case Party A intends to assign or transfer its rights and obligations under this Agreement to any third party within the cloud service term, Party A shall submit a written application thirty (30) days in advance for Party B’s review and approval; After Party B’s approval, Party B and such third party shall separately execute an additional cloud service agreement in writing in accordance with the terms and conditions contained herein. In case such third party refuses to sign the additional cloud service agreement in accordance with the terms and conditions contained herein, the two parties shall terminate this Agreement in accordance with Article 3.4 above.
Article IV Service Fee and Payment
4.1 Party A shall pay the service fees to Party B in accordance with the resources, prices and payment term as agreed in Appendix I – List of Cloud Products and Service, and the service fees shall be calculated from the opening date of cloud hosts. Party B shall issue the first category of invoices as listed below to Party A prior to Party A’s payment:
(1) VAT special invoices. Party A shall provide the valid copy of the general taxpayer qualification certificate to Party B within five (5) working days upon execution of this Agreement, and the Party A’s billing information is as follows:
Party A’s full name: [insert]
Party A’s tax registration number: [insert]
Name of Party A’s bank of deposit: [insert]
Party A’s Bank Account：[insert]
Party A’s registered address: [insert]
(2) VAT regular invoices.
4.2 The two parties hereby agree that: in case of capacity expansion required by Party A in accordance with its business development requirements, Party A shall submit written documents to Party B three (3) working days in advance, specifying the opening date as well as the quantity of capacity expansion. Party B shall carry out the business opening for Party A at the opening date as specified in the written documents, and take the completion date reported in the final order as the basis for calculating the activation fee. The unit price of service fees relating to capacity expansion shall be subject to this Agreement, and both parties’ rights and obligations relating to capacity expansion shall also be subject to this Agreement.
Article V Both Parties’ Rights and Obligations
5.1 Party A’s rights and obligations
5.1.1 In case Party A is engaged in operational internet information service, Party A shall provide the relevant qualification certificates, such as the value-added telecommunication service business license, etc., and furnish the valid certificate (to be provided by Party A to Party B as Appendix III) for releasing information on Party A’s website. Meanwhile, Party A shall go through the filing procedures in ICP/IP Address Information Registration and Management System (www.miitbeian.gov.cn) of Ministry of Industry and Information Technology of the People’s Republic of China, and guarantee the validity of the above qualification certificates with the term of this Agreement.
5.1.2 In case Party A is engaged in non-operational internet information service, Party A shall go through the filing procedures in ICP/IP Address Information Registration and Management System (www.miitbeian.gov.cn) of Ministry of Industry and Information Technology of the People’s Republic of China, and guarantee the validity of the above qualification certificates with the term of this Agreement.
5.1.3 As the internet information releaser, Party A undertakes that the operation and release of information must comply with the applicable laws and regulations, and Party A shall not engage in any illegal activity. The information and content released and provided by Party A on its website comply with the applicable national laws, regulations as well as public morality. Party A shall not provide access service, host space rental service, etc. to website sponsors without records. See Party A’s Warranty (Appendix II) for details.
5.1.4 In case Party A uses its own IP address, Party A shall go through the application procedures in ICP/IP Address Information Registration and Management System (www.miitbeian.gov.cn) of Ministry of Industry and Information Technology of the People’s Republic of China.
5.1.5 For the user who has obtained the business license of the internet content provider (ICP), Party A shall be responsible for monitoring and managing its subordinate users and enhance the daily management and monitoring on the IP address information registration. Party A shall not provide the internet access service to the unrecorded organizations or individuals that is engaged in non-operational internet information service, and shall not fulfill the registration, modification and cancellation procedures for and on behalf of any organizations or individuals who is engaged in or intends to engage in non-operational internet information service under the precondition that Party A has known or should known the untruthfulness of the registration information recorded by such organizations or individuals. Party A shall undertake not to violate any laws and regulations concerning telecommunication, or other applicable laws and regulations as well as social public morality. Party A shall, according to Party B’s requirements, report and submit the supervision and inspection records for Party B’s review and examination.
5.1.6 Party A shall be responsible for cloud host management through remote login to SSH, FTP, Telnet, PCanywhere, etc.
5.1.7 Party A shall make payments to Party B in accordance with this Agreement.
5.1.8 Party A shall use and manage the cloud hosts for the purposes specified in Article 1.1 above.
5.2 Party B’s rights and obligations
5.2.1 In case Party A fails to fulfill the registration procedures in accordance with this Agreement or the registration information is imperfect or defective, Party B shall have the right to suspend or stop providing the service under this Agreement.
5.2.2 Party B shall be responsible for opening the cloud hosts at the opening time as confirmed in the written opening notice.
5.2.3 Party B shall guarantee that the machine room in which the cloud hosts are stored complies with the relevant national standards within the cloud service term.
5.2.4 Party B shall be responsible for formulating the relevant measures so as to guarantee the security of the cloud hosts within the cloud service term.
5.2.5 Party B shall provide assistance to Party A for cloud host management in accordance with Party A’s authorization scope in writing.
5.2.6 Party B shall provide the cloud hosting service to Party A based on the service level of Party B’s cloud computing platform.
5.2.7 Party B shall provide Party A the relevant infrastructure for effectively storing the cloud hosts based on the design requires of Party B’s cloud computing platform.
5.2.8 In case Party A is disqualified for operation of internet information service within the term of this Agreement, Party B shall have the right to close the cloud host and terminate this Agreement.
Article VI Service Quality
6.1 Party B shall provide service in accordance with the telecommunication service standards promulgated by Ministry of Industry and Information Technology of the People’s Republic of China. In case of any new laws, regulations or service standards promulgated within the term of this Agreement, Party B’s provision of service shall be subject to such new laws, regulations or service standards.
6.2 Party A shall, at its own cost, assume all the liabilities for cloud host failures due to Party A’s improper operation.
6.3 Party B shall assume no liabilities for cloud host failures for any reasons other than Party B’s causes, but Party B shall provide assistance to duly find out the possible causes and solve the problems.
6.4 Party B shall assume no liabilities for data loss of cloud hosts for any reasons other than Party B’s causes.
6.5 In case of any impact to the normal use of cloud hosts due to Party B’s construction, network migration or cutover, etc., Party B shall notify Party A three (3) days in advance, and clear the fault and resume the telecommunication as soon as possible.
6.6 Party B shall guarantee 99.9% of Party A’s network system connectivity; Party B shall also guarantee that the continual power supply capacity of Party A’s hosted network system is up to 99.99%. In case the network connectivity is less than the value as promised above for Party B’s reasons, Party A acknowledges and agrees that Party B shall make compensations by extending the service time after expiration of this Agreement, and the extended service time shall be twice as much as the interruption time.
6.7 The service quality warranty stipulated in Article 6.6 above shall only apply to the basic services of cloud hosting and cloud storage rental, and does not apply to: ① any value-added service; ② any additional service; ③ other services other than the basic services as stipulated in this Article; and also does not apply to the failure of performance arising from: ① force majeure; ② improper operations of Party A or any third party; ③ faults of Party A’s system or software or any third party’s system; ④ Party B’s prior written notice of necessary maintenance to Party A.
Article VII Liabilities for Breach
7.1 Any party’s failure to perform its obligations under this Agreement shall be deemed as breach of this Agreement, and the breaching party shall compensate the non-breaching party for all the damages and losses incurred by non-breaching party therefrom.
7.2 In case of Party A’s failure to pay the due and outstanding service fees within the agreed period, besides continual performance of the payment obligations under this Agreement, Party A shall also pay an penalty by week at the rate of 1 % of the due and outstanding amount for its delayed payment each week, and In case the term of service performed under this Contract is less than one week, it shall be accounted as one week. In addition, Party B shall have the right to stop providing the cloud service at any time and take relevant legal measures to recover the debt. In case the service fees are overdue more than thirty (30) working days, Party B shall have the right to unilaterally terminate this Agreement and request Party A to compensate and hold Party B harmless from all the economic damages and losses incurred by Party B therefrom. In Case Party A uses Party B’s cloud hosts and fails to pay the due and outstanding service fees as well as the aforesaid penalty for the delayed payment within ten (10) days after termination of this Agreement, Party B shall have the right to delete all data stored in the cloud hosts, and Party A shall assume all the liabilities arising therefrom. The service suspension time resulting from Party A’s delayed payment shall be added to Party B’s service time, and shall not be postponed.
7.3 In case the cloud hosts have any of the following problems due to Party A’s business activities or information release activities which violate the applicable national laws and regulations, Party B shall have the right to suspend or stop providing the service to Party A in part or in whole, and shall also have the right to request Party A to delete or modify the content which Party B considers inappropriate; the service shall be continually provided after Party A deletes or modifies such inappropriate content and takes effective measures and the service suspension time shall be added to Party B’s service time.
1) Any program or software that attacks or affects other parties’ normal operations is stored in the cloud hosts;
2) Cloud hosts is occupied or used by any third party, or attacks for affects other parties’ normal operations;
3) Party A is engaged in delivery of junk mails in any form (the junk mail refers to the mail sent by the sender to the receiver without the receiver’s prior approval);
4) Any content, which may cause infringement upon other parties’ legitimate rights and interests or bad influence to other parties, is stored in the cloud hosts;
5) Party A violates the warranties made by the user of cloud hosting service;
6) The cloud hosts are closed in accordance with the requirements of the national network supervision department, security department and other government departments.
7.4 In case Party B receives complaints or administrative penalties from third parties resulting from Party A’s failure to comply with Articles 5.1.3, 5.1.5 and 7.3 above, Party B shall have the right to interrupt the internet access service, and request Party A to compensate Party B for the damages and losses arising therefrom until the termination of this Agreement.
7.5 In case of damages to Party B’s equipment or devices or other users’ incapability to use the equipment or devices stored in Party B’s machine room due to Party A’s illegal writing, running and use of programs or software, Party A shall compensate Party B for the damages and losses arising therefrom.
7.6 Notwithstanding any other provisions to the contrary herein, one party shall assume no liabilities for any loss in revenues or profits, un-fulfillment of expected savings, damages to business reputation as well as any indirect or consequential damages and losses due to the other party’s acts under this Agreement.
7.7 In case this Agreement is terminated in accordance with Articles 5.2.8 and 7.4 above for Party A’s reasons, besides the obligation to make payments for the service used by Party A in accordance with Article 4 above, Party A shall also be liable to compensate Party B for all the damages and losses incurred by Party B therefrom.
Article VIII Confidentiality
8.1 The proprietary and confidential materials and information which were disclosed or might be disclosed by one party (hereinafter referred to as the “Disclosing Party”) to the other party (hereinafter referred to as the “Receiving Party”) from time to time within the term of this Contract shall constitute the Confidential Information under this Contract. With regard to the Confidential Information, within the term of this Contact and three (3) years after termination, the Receiving Party:
8.1.1 shall maintain the confidentiality of the Confidential Information disclosed;
8.1.2 shall not disclose the Confidential Information to any third party in any manner without prior written consent of the Disclosing Party, or use the Confidential Information for any purposes other than those as expressly agreed; and
8.1.3 shall not disclose the Confidential Information to any other person, except the employees, lawyers, accountants or other consultants of the Receiving Party or its affiliated company whose performance of duty requires disclosure of such Confidential Information from the Disclosing Party, provided that the aforesaid person (hereinafter collectively referred to as the “permitted Disclosing Party”) have signed the written confidentiality agreement(s) in which the strictness of terms and conditions is no less than this confidentiality article.
8.2 Article 8.1 above does not apply to the information that:
8.2.1 was lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party or known to it without restriction as to its use, to the extent such possession and knowledge is evidenced by written documentation;
8.2.2 is or becomes part of the public domain or the subject of public knowledge through no breach of this Contract by the Receiving Party; or
8.2.3 becomes available to the Receiving Party from a third party other than in breach of a legal obligation of confidentiality to the Disclosing Party.
8.3 Both parties shall formulate the relevant rules and regulations to ensure that all the directors, officers and other employees of the parties and their respective affiliated companies who receive the Confidential Information understand and shall be bound by the confidentiality provisions of this Contract.
8.4 Upon the Disclosing Party’s requests after the term of this Contract expires, the Receiving Party shall:
8.4.1 immediately return (or destroy according to the Disclosing Party’s requests) all the materials (including their duplicates) containing the Disclosing Party’s Confidential Information to the Disclosing Party; and
8.4.2 make warranties in writing to the Disclosing Party that the aforesaid confidential materials and information have been returned and/or destroyed within ten (10) natural days after the Disclosing Party makes such requests.
8.5 The confidentiality obligations set forth herein shall survive upon the termination of this Contract, and both parties shall continue to abide by the confidential provisions and fulfill their respective confidentiality obligations under this Contract until the confidentiality period set forth above in Article 8.1 expires.
Article IXForce Majeure
9.1 For the purpose of this Agreement, the term “force majeure” shall refer to the earthquake, typhoon, flood, fire, wars as well as other unforeseeable objective circumstances of which the occurrence and consequences cannot be prevented, avoided or overcome.
9.2 In case of either party’s failure to perform or fully perform the relevant obligations under this Agreement due to force majeure, such party shall not be liable for breach. However, the party confronting force majeure shall notify the other party in writing within fifteen (15) days from the occurrence of force majeure, and simultaneously provide the supporting documents issued by the departments concerned.
9.3 Party B shall have the right to decide whether to continually perform this Agreement or not, and notify Party A in writing of its decision within the reasonable time after elimination of the force majeure event.
Article XDispute Resolution
10.1 Any dispute arising from or in connection with the interpretation and performance of this Contract shall be firstly resolved by the parties through friendly consultation. If the parties fail to reach a settlement, the dispute shall be submitted to the court where Party B locates.
10.2 In case of any dispute arising or during the action, except for the matters in dispute, both parties shall continue to perform other obligations and matters that involve no action.
Article XIModification and Termination
11.1 This Agreement shall be modified and terminated in writing.
Article XII Effectiveness and Miscellaneous
12.1 In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
12.2 Headings hereof are not a part of this Agreement, but are merely guides or labels to assist in locating and reading. The two parties’ rights and obligations shall be subject to the articles contained herein.
12.3 Neither party shall be entitled to the ownership of the other party’s trade name, trademarks, designs, service marks, symbols, codes, models or abbreviations contained herein.
12.4 Nothing contained in this Agreement shall be deemed or construed as establishment of joint venture or partnership between Party A and Party B.
12.5 This Agreement, including the appendixes, constitutes the entire agreement between the Parties and supersedes all prior communications, representations, agreements or contracts, either verbal or written between the Parties.
12.6 This Agreement shall be executed in quadruplicate, two for each party, with equal legal effect. The appendixes constitute the integral part of this Agreement and shall have the same legal effect as this Agreement.
12.7 Any notice required or permitted to be given hereunder shall be made in writing and sent to the address designated by each party under this Agreement by facsimile or similar communication methods, or express mail service as agreed by other parties. If sent via facsimile or similar communication methods, the date of notice shall be the date when the notice is sent, and if sent by express mail service, the date of notice shall be subject to the postmark as indicated on the envelop.
12.8 This Agreement shall come into force upon signature of each party’s duly authorized representative and seals of both parties as of the day and year written above. Where extension of the contract period is caused by the Confirmation Letter for Operation or termination of actual performance of obligations, the duration of the contract should be subject to the Confirmation Letter for Operation or actual performance of the obligations.
12.9 Within sixty (60) working days upon effective date of this Agreement, Party A shall provide the ICP business license issued by the communication administration at the location where Party A is registered. In case of operation of non-operational websites or provision of BBS service, Party A shall provide the registration form given by the local communication administration, and shall fulfill the registration procedures in ICP/IP Address Registration Management System of Ministry of Industry and Information Technology of the People’s Republic of China. Upon receipt of the aforesaid ICP business license or registration form sent by Party A, Party B shall send the opening notice to Party A, and open the cloud hosts on the date as specified in the opening notice. In case of Party A’s delayed submission of the aforesaid documents, Party B shall have the right to terminate this Agreement. Party A shall assume all the legal liabilities arising therefrom, while Party B shall assume no legal liabilities.
Article XIII Supplementary Terms (Any inconsistency between these supplementary terms and other terms and conditions of this Agreement shall be subject to these supplementary terms)
Article of the original master contract shall be amended as:
Article of the original Appendix I shall be amended as:
Article of the original Appendix II shall be amended as:
|Party A: [insert Customer’s full name]
Legal Representative: [insert the name of legal representative]
Authorized Representative: [insert the name of authorized representative]
|Party B: Beijing SpeedyCloud Technologies Co., Ltd.,
Address: Room 917, Dianzicheng Keji Building, Jiuxianqiao Road N.o. 12, Chaoyang District, Beijing
Contact: [Insert the name of contact]
Zip Code: 100016
Cloud Service User Warranty
According to the relevant provisions formulated by Ministry of Industry and Information Technology, Ministry of Public Security, etc. concerning enhancement of information management in the public information service as well as the spirits of national regulatory authorities, I/we, as a cloud service user, hereby undertake(s) to carry out lawful operations of information service, and strictly abide by the following provisions in respect of information content management:
1. I/we will strictly abide by the applicable laws, regulations and rules, including but not limited to Regulation on Telecommunications of the People's Republic of China, Regulation on Internet Information Service of the People's Republic of China, Measures for Security Protection Administration of the International Networking of Computer Information Networks, Management Provisions on Electronic Bulletin Services in Internet, Contingency Plan of Internet Network Security, etc., and will not engage in any activity involving endangerment of national security, disclosure of state secrets, crime commitment or disturbance of social order by making use of the internet.
2. I/we will not spread any political news involving violation of national laws and regulations (including the information uploaded to or downloaded from the internet).
3. I/we will not spread any information involving disclosure of state secrets or endangerment of national security.
4. I/we will not spread any information involving disturbance of social order, influence to social security, advocation of mass excesses, obscenity or pornography, and will not construct any gambling or pornographic website.
5. The information spread and displayed on the internet has been approved by local publicity management department, and I/we will not release the information downloaded from foreign websites on the domestic websites.
6. I/we will regularly organize self-inspection on the information content management system, and will immediately ideal with the problems detected and duly notify the departments concerned so as to practically implement the information security responsibility system and enhance the education and inspection to the personnel engaged in information management.
7. The website sponsor shall display the business license number or registration number as well as the internet information service rules at a noticeable location on the website, and shall also remind users of the legal liabilities for releasing information on the website. The website sponsor shall provide the service in accordance with the types or categories approved or registered, and the service provided shall not exceed such types or categories approved or registered.
8. I/we undertakes to provide the information relating to the use of network (e.g. IP address, domain name, etc.) in accordance with the requirements of telecommunication operators, communication administrations or network inspection departments, fill in the information required by telecommunication operators, communication administrations or network inspection departments and accept the inspections of telecommunication operators, communication administrations or network inspection departments.
9. I/we will not sublease the resources under this Agreement to other value-added telecommunication business operators who is engaged in provision of network access service. I/we understand that I/we shall only be entitled to the use of IP addresses allocated by Party B, and I/we shall not assign or transfer IP addresses to any third party. The right to use of IP addresses shall be automatically cancelled when logging out. I/we understand that I/we shall have no obligations to accept the investigation on the use of IP addresses, and if the information provided is false, Party B shall have the right to deal with or even withdraw the IP addresses allocated.
10. I/we understand that, in case of violation of the above provisions, the trustees, telecommunication operators, communication administrations, network inspection departments, etc. may immediately delete or modify the illegal web pages, or notify the user to delete or modify the content of web pages or suspend providing service, etc. upon discovery of such violations, receipt of the accusation lodged by others or the written notice issued by the competent administrative departments.
As a cloud service user, I/we hereby agree(s) to abide by all the provisions contained herein, and shall be willing to accept and assume any legal liability resulting from violations of the provisions contained herein.
Warrantor: [insert Party A’s full name]
Party A’s signature (seal):
Party A’s qualification certificates (including the value-added telecommunication service business license) as well as legal certificates concerning the information released on Party A’s website
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