This eSurfing Cloud Image Management Service Agreement is entered into between the user ("Party A" or the "Customer") and China Telecom ("Party B"). Party B shall provide the eSurfing Cloud Image Management Services to Party A through the eSurfing Cloud Website (www.esurfingcloud.com, the "Site" or "eSurfing Cloud") in accordance with this Agreement. Party A shall use the eSurfing Cloud Image Management Services in accordance with this Agreement.

Before using the eSurfing Cloud Image Management Services, Party A should read this Agreement carefully. By clicking the 'agree' button, Party A agrees to and accepts this Agreement in whole, and this Agreement shall become a legally binding document between Party A and Party B. If Party A does not agree with this Agreement, it shall not use the eSurfing Cloud Image Management Services.

If Party A has any questions about this Agreement, it shall make queries via the means set out in this Agreement or on the Site and Party B will explain to and clarify with Party A. If Party A does not agree with any of the contents of this Agreement or is unable to accurately understand Party B's explanations, it shall not subscribe to or use the eSurfing Cloud Image Management Services.

Article 1   Product and Service Description

Party B will provide the eSurfing Cloud Image Management Services (the "Services") to the Customer on the terms and conditions of this Agreement. The eSurfing Cloud Image Management Services enable the Customer to manage images throughout their lifecycle. Customer can create Elastic Cloud Servers or Bare Metal Servers from public, private, or shared images in a flexible manner. Customer may also migrate workloads to the cloud or on the cloud by creating private images from existing cloud servers or external image files.

Article 2   Service Content

2.1 Party B shall provide Party A with the eSurfing Cloud Image Management Services in accordance with this Agreement. The specific content of the Services is subject to the service displayed on the Site, applied by Party A and actually provided by Party B. Party B has the right to constantly update the service content.

2.2 Pre-conditions for provision of the Services: In order to use the Services, Party A shall first meet all the following conditions:

(1)   Agree to and accept the eSurfing Cloud Website User Agreement, successfully register as a user of the Site, and continue to a have legal and valid user account of the Site as at the time of signing this Agreement and throughout the performance of this Agreement;

(2)   Agree to and accept the eSurfing Cloud Service Agreement;

(3)   Agree to and accept the terms of this Agreement;

(4)   Subscribe to and use the Services in accordance with the Service Rules of the Site;

(5)   At the time of signing and during the performance of this Agreement, all the qualifications or government approval procedures required for legal operations have been obtained and maintained in accordance with the relevant national regulations, and the relevant qualification documents have been submitted in accordance with this Agreement to Party B and approved by Party B. The relevant licenses or approvals that Party A shall obtain and maintain include but are not limited to the following: 

1)     If Party A operates a website, it shall ensure that all the websites it operates have been licensed or approved by the relevant authorities of the relevant countries or regions;

2)     If Party A provides non-commercial Internet information services, it shall go through the filing procedures of non-commercial websites, and ensure that all the filing information submitted is true and valid, and submit the updated information in the filing system in a timely manner if there is any change in the filing information;

3)     If the website provides commercial Internet information services, Party A shall also obtain a commercial website license from the local communications administrative department;

4)     If Party A provides BBS and other electronic bulletin services, it shall conduct filing or obtain corresponding approval according to relevant laws and policies;

5)     If Party A operates an Internet game website, it shall obtain an Internet culture business permit in accordance with laws;

6)     If Party A operates an Internet video website, it shall obtain a license for publication of audio-visual programs through information network in accordance with laws;

7)     If Party A engages in Internet information services such as news, publishing, education, medical care, pharmaceuticals, and medical devices, it shall obtain the approval by relevant competent authorities in accordance with laws, administrative regulations, and relevant state regulations. Party A shall obtain the approval by relevant competent authorities in accordance with laws before applying for business licence or performing the filing procedures.

The above list does not exhaust all types of licenses or approvals required for commercial or non-commercial activities that Party A engage in. Party A shall obtain relevant licenses or approvals and shall comply with relevant laws and regulations promulgated by relevant countries and regions from time to time.

(6)   Satisfy the pre-conditions for the use of other services as agreed in this Agreement.

Article 3   Service Activation

3.1 After carefully reading the Service Rules corresponding to the purchased service, Party A can purchase the required service online through the Site according to its own needs, or have the account manager assist in activating it at the service console. After the service is activated, Party A can log in to the Site and complete the configuration and operation of the eSurfing Cloud Image Management Services in the management console.

3.2 If there is any inconsistency in the text of this Agreement, attachments, Service Rules, service descriptions, price descriptions, confirmation terms on the order page, they shall be appliable on the following order of precedence: (1) service descriptions and price descriptions on the relevant webpages on the Site, and confirmation terms on the order page, (2) Service Rules, (3) the text of this Agreement, and (4) the attachments to this Agreement.

Article 4   Service Fees

4.1 The Services are free of charge.

Article 5   Service Specifications

5.1 Dependence and Impact of Product Effectiveness

5.1.1    In general, during its use of the eSurfing Cloud Image Management Services, the Customer shall use the Services together with Elastic Cloud Server or a physical machine, for an image cannot be used alone.

5.2 Use of Image

5.2.1    The image is owned by Party B or its image service provider.

5.2.2    Pursuant to this Agreement, the image provided by Party B shall only be used by the Customer for creating an eSurfing Cloud Server, and the Customer has no right to sublicense or relicense the image. The Customer shall not, in its use of the image, engage in any of the following acts:

(1)   to use the image for any purposes other than creating an eSurfing Cloud Server; 

(2)   to sell, resell, or duplicate the image without the permission of Party B; or

(3)   to alter the content or make derivatives of the image without the permission of Party B.

5.2.3      The Customer understands and agrees that:

(1)  Due to the limitation of the existing technology, the image provided by Party B may have defects, and Party B cannot guarantee that it will function well or achieve the results expected by the Customer under any circumstances; Party B provides technical support only with respect to the image (the operating system and preinstalled software) on the eSurfing Cloud Server created by the Customer, and the other parts (applications installed by the Customer on the system) fall within the responsibility of the Customer itself; and     

(2)  The Customer shall assess the risk carefully and back up and store its data before upgrading the image; the Customer shall be solely liable for any consequences resulting from such upgrading, such as a breakdown or data loss.

5.2.4   To the maximum extent permitted by the laws governing this Agreement, Party B will not be liable for any direct, indirect, incidental, special, punitive, or other damages of any kind arising out of or in connection with the use of or inability to use the image (including but not limited to damages for personal injury or property damage; damages for loss of profits, loss of data, business interruption, computer failure or malfunction, or loss of business information; damages for breach of privacy as a result of a failure to exercise good faith, due care, or any other duties; or damages incurred due to negligence; or damages for any pecuniary or other loss), even if Party B has been informed of the possibility of such damages.

Article 6   License to Use the Image

6.1 The image is owned by Party B or the image service provider of eSurfing Cloud.

6.2 Pursuant to this Agreement, the image provided by Party B shall be used by Party A for creating an eSurfing Cloud Server only, and Party A has no right to sublicense or relicense the image.

Article 7   Use of the Image

7.1 Party A shall have a valid account at the Site of eSurfing Cloud and its corresponding password to visit the website. By selecting a image when buying a Cloud Server, Party A can use the relevant image product immediately on the Cloud Server it has created. 

7.2 The account and the password are the only credentials for Party A to use the eSurfing Cloud image products, and once the account has been signed in, any operation performed with the account and password correctly entered will be considered by Party B as an operation authorized by Party A. Therefore, Party A shall keep the account and password secure.

Article 8   Party A’s Rights and Obligations

8.1 Party A accepts all provisions of the eSurfing Cloud Service Agreement when purchasing and using image products and other cloud services provided by Party B.

8.2 Party A warrants that its use of the image, in compliance with applicable laws and regulations in all aspects, is both lawful and in good faith and does not infringe upon any legitimate rights or interests of a third party.  

8.3 Party A undertakes that it shall not, in its use of the image:

(1)   use the image for any purposes other than creating an eSurfing Cloud Server;

(2)   sell, resell, or duplicate the image without permission; or

(3)   alter the content or make derivatives of the image without permission.

8.4 If Party B charges fees for the image it provides, Party A shall act pursuant to the provisions of “Fees and Payment” in the eSurfing Cloud Service Agreement, or otherwise, Party B has the right to terminate Party A's right to use the image and the relevant Cloud Host, in which case, Party A will be solely responsible for all losses and damage it may incur as a result of the termination of the Services. 

8.5 Party A understands and agrees that:

(1)   Due to the limitation of the existing technology, the image provided by Party B may have defects, and Party B cannot guarantee that it will function well or achieve the results expected by Party A under any circumstances; Party B provides technical support only with respect to the image (the operating system and preinstalled software) on the eSurfing Cloud Server created by Party A, and Party A shall be responsible for the other parts (applications installed by Party A on the system); and

(2)   Party A shall assess the risk carefully and back up and store its data before upgrading the image; the user shall be solely liable for any consequences resulting from such upgrading, such as a computer crash or data loss.

Article 9   Party B’s Rights and Obligations

9.1 Party B warrants that it has the legitimate right to license Party A to use the image and has been lawfully granted the copyright of the operating system and/or pre-installed software included in the image.

9.2 Party B undertakes that, by licensing Party A to use the image, it does not infringe upon any legitimate rights or interests of any third party, including but not limited to intellectual property rights. If, as a result of the act of Party B, the user is subject to any legal action or administrative proceeding brought by a third party (hereinafter referred to as "Infringement Allegations"), Party B shall assume the legal liabilities and consequences thereof.

9.3 Party B is responsible for the maintenance and management of the image, and provides consultation and technical support to the user through its customer service hotline and online customer service free of charge.

9.4 Party B warrants that the image it provides to Party A does not contain:

(1)   any viruses, destructive programs in disguise, computer worms, time bombs, or other computer programs that intentionally destroy, maliciously interfere with, secretly intercept, or hack any system, data or personal information;

(2)   any known vulnerabilities, backdoors, or malware; or

(3)   any other content that may undermine the security of the system of Party A.

9.5 Limitation of liability: To the maximum extent permitted by applicable laws, Party B will not be liable for any direct, indirect, incidental, special, punitive, or other damages of any kind arising out of or in connection with the use of or inability to use the image (including but not limited to damages for personal injury or property damage; damages for loss of profits, loss of data, business interruption, computer failure or malfunction, or loss of business information; damages incurred due to negligence; or damages for any pecuniary or other loss), even if Party B has been informed of the possibility of such damages.

Article 10 Use and Disclosure of Data

10.1 To provide services to Party A, Party B may use the data of Party A for such purposes, including but not limited to providing product and service information to Party A.

10.2 Party B may disclose part or all of the data of Party A under the following circumstances:

(1)   to a third party with the consent of Party A;

(2)   to a third party or an administrative or judicial agency as required by law or by the administrative or judicial agency;

(3)   to a third party in the event of a violation of any applicable law or regulation by Party A; or

(4)   to a third party for the purpose of providing Party A with the software or services it requests, where it is necessary to share the data of Party A with such party.  

Article 11 Term and Termination of Agreement

11.1 The license period of the image starts from the time Party A starts using the image to create a Cloud Server and ends as Party A stops using the image.

11.2 This Agreement may be terminated earlier if the Parties reach a consensus.

11.3 Party B has the right to terminate this Agreement under the following circumstances:

(1)   Where Party A fails to pay for another license period upon the expiration of the current license period of the image it has purchased;

(2)   Where Party A has materially breached this Agreement and fails to cure the breach after receiving a notice from Party B;

(3)   According to the requirements of laws and regulations or government agencies;

(4)   Where Party B believes that continuing to provide the Services to Party A will cause huge economic or technical burdens or major security risks to Party B;

(5)   Due to any legal or policy changes, it is not practical for Party B to continue to provide the Services to Party A;

(6)   Where Party A violates the eSurfing Cloud Website User Agreement, the eSurfing Cloud Service Agreement, the eSurfing Cloud Legal Statement and the eSurfing Cloud Privacy Policy;

(7)   Where Party A violates other terms of this Agreement.

Article 12   Others

12.1 The termination of this Agreement will not affect the effectiveness of the eSurfing Cloud Website User Agreement and the eSurfing Cloud Service Agreement between Party A and Party B. If the eSurfing Cloud Website User Agreement or the eSurfing Cloud Service Agreement between Party A and Party B is terminated, this Agreement will be automatically terminated.

12.2 For matters not stipulated in this Agreement, the Parties shall abide by the provisions set out in the eSurfing Cloud Website User Agreement and the eSurfing Cloud Service Agreement. If there is any conflict on the same matter in this Agreement, the eSurfing Cloud Website User Agreement and the eSurfing Cloud Service Agreement, this Agreement shall prevail.

12.3 Latest version of eSurfing Cloud Service Agreement can be found at: 

        https://www.esurfingcloud.com/portal/protocol/20685742

        Latest version of eSurfing Cloud Website User Agreement can be found at:

        https://www.esurfingcloud.com/portal/protocol/10144340

12.4 In the event of any conflict or inconsistency between the English and the Chinese versions of this Agreement, the English version shall prevail. If there is any unclear part in the Chinese version, please refer to the English version.