Services (“Services”) are products and services provided by CDNetworks, Inc. (“Company”).
Services introduction and Pricing is available on the Product page https://www.cdnetworks.com/cdn360 (referred to as “Product Page” or “Pricing page”).
Documentation is available at https://docs.cdnetworks.com (“Documentation site”).
Self-service Portal is available at https://console.cdnetworks.com (hereinafter collectively referred to as “the Portal” or “Product Portal”).
Before you subscribe to and begin using Services, the Company assumes that you have fully read, understood, and accepted the following terms and conditions as well as all exhibits and additions (hereinafter referred to as “Agreement”). If you do not agree to or do not wish to be bound by this Agreement, you may not access or otherwise use Services.
1. General Terms
1.1 Your use of Services at the Portal is governed by the following terms and conditions. Your completion of the trial submission, registration and/or activation process of Services indicate that you agree to comply with all the terms and conditions hereunder.
1.2 You agree that the Company may, at its sole discretion, modify, amend, or update this Agreement from time to time and adjust the relevant services, functions, rules, and product introductions accordingly (including, but not limited to, the specifications, characteristics, API interface) and such modification, amendment, or adjustment will be distributed by message or be posted on the Portal. You are also advised to regularly check for any amendments or updates at the Portal or the Product page. Your continuous use of the Services will signify your acceptance of the changed terms. You can choose to stop using Services if you do not adhere to the changes.
1.3 You, as an individual or business entity/organization that legally operates in your jurisdiction, have the right to use the Services provided by the Company. Those Services are available only to those individuals or business entities who can form legally binding contracts under the laws applicable. If you are signing for and/or are a representative for a business entity, you represent and warrant that you are duly authorized by the business entity to accept these terms and conditions, and you have the authority to bind that business entity to these terms and conditions. If you do not meet the above requirements, you must stop using Services immediately.
1.4 You hereby confirm that your subscription of the Services hereunder will at all times remain in compliance with all the applicable laws and regulations, meet the requirements of public morality, will not be in conflict with the laws and regulations of your country or region, and will not damage the legitimate rights and interests of any third party. You commit to indemnify and hold the Company, as well as its directors, shareholders, and employees, harmless from any claims, liabilities, losses, or damages arising out of or in connection with any violation of the above by you.
1.5 You hereby confirm that you have read the Acceptable Use Policy (AUP), understand it and agree to be bound by it.
2.1 Trial Accounts.
Following trial account submission, free trial accounts are available for evaluating Service functions without incurring payment obligations (“Trial Accounts”). If the Trial Account's total usage exceeds US$50 (or equivalent) in total usage charges, as determined by the rates specified on the Pricing page, the Company may suspend the Trial Account unless you convert it to a paid account with a minimum monthly commitment of US$50. ALL TRIAL ACCOUNTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY, IMPLIED OR EXPRESSED, OF ANY KIND.
Before using Services, you must first register and obtain a Service Account (“Account”) from the Company. You hereby acknowledge and warrant that:
2.3 Account Security.
You should be responsible for all the operations and contents under your account. You agree that:
2.4 Account Termination.
The Company reserves the right to terminate your account and suspend or terminate the Services in the event you violated the applicable laws and regulations or materially breached your obligations under this Agreement.
3.1 You have the right to use Internet technology and information service(s) to obtain the relevant technical support, consultation, and other value-added services provided by the Company.
3.2 You hereby represent and warrant that you have all the licenses and/or qualifications necessary for the performance of this Agreement as required by the relevant laws and regulations. All the liabilities and adverse consequences resulting from your lack of the foregoing licenses or qualifications shall be borne by yourself. In the interim, the Company also reserves the right to suspend or terminate the Services provided to you in this circumstance.
3.3 You are fully responsible for the legitimacy and appropriateness of the content you distributed through the Company Services (irrespective of the content of you or your end users’), and you are responsible for obtaining all the authorizations and permissions related to the content. You acknowledge that the Company does not assume or undertake any business and/or operational risk associated with your business or any operation or contents of your websites; meanwhile, the Company reserves the right and may without prior notice to you to suspend any use of Services or remove any content when the Company in its sole discretion believes any content or any use of the Services may result in a violation of intellectual property rights, any applicable laws, or the Usage Policy.
3.4 You hereby represent and warrant that, while using Services, you will not engage in any activity that harms (or potentially may harm) network security, including, but not limited to phishing, hacking, Internet fraud, website(s) containing or that may unleash computer viruses, Trojan, and malicious code, and other activities that may attack other websites or servers through virtual servers (for example, scanning, sniffing, ARP cheating, and DOS); otherwise, such actions will be regarded as having breached this Agreement, and the Company will immediately terminate the Services and investigate your liability for breach.
3.5 You agree to respect the intellectual property rights and all other rights of the Company and/or any third party, indemnify and hold the Company and its shareholders, employees and partners harmless from and against any losses and consequences caused by infringement made by you (or taken on your behalf). We reserve the right to terminate the Services and will not refund any money prepaid in the event of such infringement. If a loss by the Company or any third party is due to illegal or infringement actions by you (or taken on your behalf), you agree to accept full responsibility thereupon.
3.6 You shall make sure that the qualifications, identity information and contact information provided to the Company are true, lawful, and valid. Any consequences resulting from the misrepresentation or untruthfulness of the aforementioned information, or the insecurity, instability of your e-mail address or telephone number for receiving notifications from the Company (including the consequential losses caused thereby) shall be borne by yourself.
3.7 You agree to, and voluntarily use, the Service Billing and Data Inquiry System provided by the Company. Your questions or disagreements about billing or data (if any) should not be grounds for your unilateral termination/suspension of the Service and/or the relief of your payment obligations. You have the right to receive invoices from the Company and have the obligation to pay the service fees within 30 days upon the invoice date. All payments made by you under this Agreement shall be made in full without any set-off, restriction or condition and without any deductions for or on account of any counterclaim. If the company did not receive the payment within the above payment period, your Account may be suspended and/or terminated.
3.8 You agree to read the relevant Service Instructions, technical specifications, usage procedures, and operation documents posted by the Company on the Documentation site or Product Portal carefully and follow these instructions and specifications at all times. While using the Services, you should operate according to the relevant operation guidance. The Company assumes no responsibility for your failure to comply with the relevant operating instructions.
3.9 You also warrant not to use the Services provided by the Company to engage in activities that endanger (or may endanger) telecommunications or network security, or disrupt (or may disrupt) normal telecommunication operations. You understand and accept that when it comes to the Internet, if your account and/or application endangers the legitimate rights and interests of any third party, the Company has the right to suspend the use of your account at any time, and accepts no financial or other liability in doing so.
3.10 You acknowledge that the Company is entitled to suspend or terminate the Services provided to you without refund of service fees if you are in breach of the foregoing commitments, or if the Company receives order(s) from any government authority or legitimate claim(s) from a third party. You agree to compensate the Company for any losses caused therefrom.
3.11 You acknowledge that the “protocol downgrade” feature, once enabled causes data to be exchanged in clear text between CDN360 servers and the origin. As a result, any secret message that had been encrypted between the client and the CDN360 servers will be vulnerable to eavesdropping.
4.1 Subject to the terms and conditions herein, the Company will provide Services which you subscribed to and be responsible for the routine maintenance and failure recovery unless the failure or unavailability is caused by you, or due to the event(s) of Force Majeure (as defined below).
4.2 The Company may upgrade the Services or relocate its hardware to provide you with improved services. the Company will announce or notify you of such operations in advance, and expects your support and cooperation.
4.3 The Company is entitled to allocate your content in the Company’s premises or conduct other operations to meet operational and maintenance requirements, provided that the Company will not process or modify the data itself. You acknowledge that the above actions do not constitute any infringement to your privacy or confidential information.
4.4 The Company promises to keep your information in strict confidence and will not disclose your information to any third party or authorize any third party to use your information, unless:
4.5 To collect the Service fee, the Company will provide an invoice to you and may charge at the credit card that you have provided during the sign-up process. If the information required to process an invoice was changed, you must notify the Company immediately and provide updated billing information. Your provision of your credit card information to the Company constitutes your authorization to the Company of charging your credit card for Services specified in a Service Order.
The service system may fail to function properly and you may be unable to use the network services for the following reasons:
The Company will not be liable for the damages caused by or in connection with the above events.
6.1 The Company shall only be responsible for the liabilities specified in this Section.
6.2 The Company will not be liable for:
6.3 Notwithstanding any other provision hereof and to the maximum extent permitted by law, the Company shall not be liable for (i). any indirect, incidental, consequential, special, punitive or exemplary damages; or (ii). any damages for business interruption, loss of revenue, loss of profits, loss of business opportunity, or any other losses of economic benefits arising out of or in connection with this the performance or failure to perform under this Agreement or the use of the Services, whether or not caused by the acts or omissions or negligence of its employees or agents, and regardless of whether you have been informed of the possibility or likelihood of such damages. For any liability not excluded by the foregoing, the Company shall in no event be liable in an amount that exceeds, in the aggregate for all such liabilities, the most recent six (6) months of charges collected by the Company for the affected Services.
6.4 Should your website be attacked by hackers (for example, third-party network attacks), you should communicate with the Company promptly to ensure that your service level will not be affected. In such a case, it is expected that you shall pay for the traffic or bandwidth fees incurred during the event.
6.5 All availability commitments of the Service shall be referred to the Service Level Agreement (SLA). In case any service unavailable event occurred, Service Credit granting mechanism shall be subject to the SLA exclusively.
All TIME in SLA will be considered in UTC.
6.8 You hereby agree that Service Credits granted under the SLA is your sole and exclusive remedy in respect of any failures by the Company to provide Services.
7.1 Except for third-party products or services, all contents on the Product Portal, including, but not limited to, the works, pictures, archives, information, materials, architectures, and page designs (collectively, “Materials”) are the property of the Company or its affiliates according to law. The Company has the sole and exclusive right (including proprietary right and intellectual property right, such as trademark rights, patent rights, and copyrights) over the Materials.
7.2 Unless with prior written consent of the Company (or its affiliates), no one may use, modify, copy, publicly disseminate, alter, spread, distribute, or publish the programs or the contents of the Product Portal.
7.3 It is your obligation to respect intellectual property rights. You should obtain software copyright(s) and application license(s), and resolve other matters related thereto by yourself. the Company has no obligation to verify the foregoing. We deem that your entry into this Agreement implies that you have accepted the foregoing terms and conditions, and have completed all relevant activities. In case of any breach, you shall be liable for all the damages and the Company reserves the right to terminate this Agreement.
8.1 The entire agreement comprises the terms in this Agreement and the rules on the Product Portal. All the concepts can be mutually referenced. In case of any discrepancy, the terms in this Agreement shall prevail.
8.2 Your trial or paid subscription to Services indicates that you understand and accept all of its parts.
8.3 This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to application of choice-of-law rules or principles. Any legal action, suit, or proceeding arising out of or relating to this Agreement shall finally be settled by arbitration in accordance with the Arbitration Rules of the American Arbitration Association (“AAA”). There will be three (3) arbitrators (the “Arbitration Tribunal”), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. Each party shall bear its own expenses, but the Parties will share equally the expenses of the Arbitration Tribunal and the AAA. The arbitration award will be final and binding to the Parties. The arbitration will be held in Santa Clara, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief and other pre-judgment remedies may be brought in a state or federal court in the United States with jurisdiction over the subject matter and Parties.
8.4 Where any part of this Agreement is deemed by a competent court as invalid, the validity of the remainder provisions shall not be affected. The non-performance of any provision of this Agreement shall not affect the validity of the other provisions.
8.5 The Parties hereby confirm that it is completely reciprocal and fair for both Parties to choose to be bound by this Agreement. Either party may freely decide to enter or not enter into this Agreement without coercion. Entering into this Agreement is the independent decision of both Parties. There is no circumstance in which either party unilaterally increases the other party's liability or evades its own obligations. Either party that enters into or complies with this Agreement shall be regarded as relinquishing its objections about the fairness of this Agreement.
9.1 You understand and hereby acknowledge that, where you plan to provide a service through PoPs in China (for the purpose of this Agreement, Hong Kong, Macau, and Taiwan are not included), special laws, regulations and policies promulgated by the regulatory authorities in China must be complied. You will follow the instructions given by the Company from time to time before or after providing a service through China PoPs.
9.2 You hereby represent and warrant not produce, copy, publish and transmit information having the contents as follows by using telecommunication networks: