The parties mentioned in this agreement are defined as follows:

AyuCLoud-Services, Inc. (ACLS)

is the owner and service provider of the website ayucloud.services (hereinafter referred to as "ACLS" or "this site"). In this agreement, the websites or services mentioned below, including various data transmission services, hosting or website hosting services, are all referred to as "websites" or "services".

When first-person pronouns (ACLS, we, our, etc.) are used in this agreement, they refer to the ACLS business entity. In addition, when the terms "website" or "this website site" are used, it refers to any website provided by ACLS, unless a website is expressly exempted by this policy.

You, ACLS customer

As our customers or users of website services, this agreement may use any second person instead.

Please read the hosting service terms and conditions below. By successfully subscribing to ACLS Services, you agree to and abide by all the terms and conditions of this Agreement (Agreement). If you agree to the terms and conditions of this agreement, by clicking I accept (or something similar) or by checking the appropriate box, you indicate your intention to accept these terms and conditions. You should print or otherwise save this agreement as a copy for future reference. If you do not agree to all of the terms and conditions of this Agreement, ie you do not agree to the Services and Terms, please do not purchase ACLS products and services, click your browser's "Back" button, or close this website. ACLS provides services to you only after you agree to these terms of service. This agreement is entered into as permitted by global and domestic commercial laws. Any act of using the services provided by ACLS means that you understand and agree to the following terms of service.

Common Terms

While this agreement represents the primary terms of use, other guidelines and rules are hereby incorporated by reference. These documents can be found on our website and include:
Our Privacy Policy (https://mcnocean.com/index/acls/team/legal.html/privacy)
Our Acceptable Use Policy (https://mcnocean.com/index/acls/team/legal.html/aup)
Our Service Level Agreement (https://mcnocean.com/index/acls/team/legal.html/sla)

1. Services

1.1  Before you purchase ACLS services, you will see a list of services listed. You can choose the desired package from the listed services. These terms apply to all services you choose. After you order the service, we assume that you accept these terms of use, and ACLS will send a service order confirmation email. ACLS reserves the right to refuse to provide you with any service for any reason. Notwithstanding our uptime guarantee as set out in Clause 17 of this Agreement, ACLS also reserves the right to interrupt access services in the event of an emergency as required for scheduled maintenance. You can order additional services at any time. All additional services are hereinafter referred to as "Services". All services provided are subject to availability and subject to all terms and conditions of this Agreement.

2. Amendments to the User Agreement

This Agreement contains the entire ACLS Terms of Service and Conditions of Use (as defined below) applicable to your purchase. ACLS may modify the terms of this Agreement at any time, including Fees (as defined below), and ACLS is obliged to notify users of updates to the terms, including but not limited to email notifications, website notifications, and social media notifications.

2.1  We may modify this Agreement at any time. You agree that we reserve the right to do so. You agree that we have the right to do so unilaterally. The updated version will supersede any previous version immediately after publication, unless the revised version is consistent with the previous version, the previous version is no longer legally valid. Any third-party modified version of this Agreement shall be considered void.

2.2  We agree that if our agreement changes in any way, we will change the "last modified date" at the top of this agreement. You agree to revisit this web page periodically. You agree to be aware of the date this Agreement was last revised. If the "Last Modified" date remains the same from the last time you viewed this Agreement, then you may assume that the Agreement has not changed since the last time you viewed it. If the "last modified" date has changed, then you can be sure that the terms of the agreement have been changed.

2.3  ACLS may also terminate this Agreement at any time, for any reason or for no reason (“Termination without Cause”). In such event, ACLS will provide you with written notice.

2.4  Waiver – If you do not review this agreement regularly, you are solely responsible for ignoring changes to this agreement. You have the right to review this revision at any time. ACLS is not responsible for your own negligence to view.

3. Agreement and Cancellation Policy

3.1  The initial terms of service begin when we send you an order confirmation email or provide services to you and require receipt of your legitimate funds. The length of the service period is chosen by you and specified when you ordered our services. During the Initial Term Term (and the Renewal Term), you may not terminate the performance of this Agreement except in the event of a default by ACLS. After the Initial Term, this Agreement will automatically renew, on the same terms as at the Initial Term, unless terminated or canceled by either party under this Agreement.

3.2  ACLS may also terminate this Agreement at any time, for any reason or for no reason (“Termination without Cause”). In such event, ACLS will provide you with written notice.

3.3  If ACLS cancels this Agreement pursuant to any of the terms set forth herein, ACLS shall not refund any amounts paid or prepaid by you Any charges, you are obligated to pay all fees and charges prior to cancellation of active service. If ACLS terminates the agreement, all prepaid fees will be non-refundable. Termination of this Agreement does not relieve you of your obligation to pay any fees accrued or payable to ACLS prior to the effective date of termination of this Agreement.

3.4  Furthermore, ACLS reserves the right to terminate any part of this agreement. ACLS may terminate your service if: (a) the content described in the Acceptable Use Policy ("AUP") is violated; (b) the intellectual property or privacy rights or copyrights of any third party are violated or violated; (c) fails to comply with any applicable laws, rules or regulations; (d) has uploaded, posted or disseminated any images, texts, graphics, codes or videos that ACLS deems illegal or high risk. ACLS reserves the right, in its sole discretion, for the purpose of anything contained in this Agreement, and ACLS shall have no responsibility or obligation to monitor or review Your Content, or Content uploaded or posted by your users at any time. You remain responsible for your content, and any liability arising therefrom.

4. Account Settings

4.1  When registering an account, you will be asked to fill in the login account (email) and password. You may and only use such user ID and password to use the service or modify your data and content. You are solely responsible for maintaining the confidentiality of your username and password and of all activities using those credentials. You agree to notify us immediately of any unauthorized access to your account or any other breach of security.

4.2  You must provide us with a primary email address andguarantee its availability. All notices and correspondence between us will be sent to the email address you provide, therefore, you are required to keep this address open and to notify us if your address changes. If your contact and/or billing information changes, you should notify us so we can update your account. Please make sure that our domain ayucloud.services and other addresses we tell you to send mail from are not included in any spam block lists used by you or your mail provider.

4.3  Providing any kind of wrong or inaccurate contact information will cause ACLS to fail to provide proper services, and the service interruption caused by this problem will not be guaranteed by the SLA; any Types of false/fraudulent information will be subject to the termination of your account in accordance with the relevant terms of this agreement 3.

4.4  ACLS reserves the right to refuse service and immediately terminate your access to your ACLS account when: (a) you do not meet the conditions for ACLS to provide service; Failure to perform a contract with an ACLS-related business or an ACLS partner; (c) having previously breached the relevant terms and conditions with an ACLS-related business or an ACLS partner; (d) based on available data we believe that you may refuse to perform a contract or violate our terms or conditions.

4.5  You are responsible for all activity and changes to your account. Therefore, we strongly recommend that you take good care of setting strict security measures to protect file, directory and script permissions. We assume that you have the technical ability to manage your own services. You are responsible for any problems caused by your account changes, including, but not limited to, damage to your website, damage to the ACLS website and or equipment, and damage to any other website.

4.6  Any natural person is only allowed to set up one valid account with ACLS, unless the previous account is no longer valid and not temporarily or permanently restricted due to violation of terms and conditions. You agree and allow ACLS to use technologies including browser fingerprinting to prevent account misuse, and ACLS agrees that the use of all technologies must comply with our Privacy Policy. Legal entities are not subject to this restriction.

4.7  Non-commercial users (Business Setup) or enterprise users (Enterprise Setup) are not allowed to use domain name mailboxes in ACLS, business users and enterprise users can only use domain name mailboxes related to their own organizations or enterprises company email address. Personal domain emails of any type, educational emails for non-educational users, and temporary emails are not permitted, and ACLS reserves the right to temporarily or permanently restrict access to such accounts.

4.8  ACLS does not accept users using email addresses of mail service providers in mainland China, including domain mailboxes using post office services of these mail service providers. The main body of the company is outside mainland China but some servers are located in mainland China, unless it provides a separate email domain name for users in mainland China.

5. Intellectual Property

5.1  All services provided through ACLS may be used for lawful purposes only.

5.2  As between you and ACLS, ACLS declares that it has no title or title to or content (including but not limited to text, software, music, , sound, audiovisual works, films, pictures, animations, videos and graphics, "your content"). By using ACLS products and/or services, you hereby grant ACLS a non-exclusive, worldwide, royalty-free license to use, broadcast, transmit over the Internet, reproduce, create derivative works from, display, perform to ACLS.

5.3 ACLS may (but is not required to) provide you with certain materials, including but not limited to computer software (in object code or source code form), data files or information development, ACLS or its supplies The domain name, e-mail address, other network addresses assigned to you and other know-how, methods, equipment and processes provided by the provider under this agreement, using ACLS to provide services to you ("master material"). Subject to the terms and conditions of this Agreement, ACLS grants you a limited, revocable, non-transferable, non-exclusive license to use the Subject Materials solely in connection with the Services. This license terminates upon termination of this Agreement. You acknowledge and agree that ACLS owns all right, title, and interest in, or otherwise acquires, all applicable licenses in and to all copyrights, trade secrets, patents, trademarks, and other intellectual property rights in and to the Subject Material. Any unauthorized use of the material after termination of this agreement is strictly prohibited. You agree not to upload, transmit, reproduce, distribute or in any way exploit any material without written permission.

5.4  This agreement does not constitute a license to use the ACLS service mark or any other trade insignia. Use of any ACLS service mark or any other trade mark without the prior written consent of ACLS is strictly prohibited.

5.5  You know that even nominal damages can cost significant legal fees, travel expenses, costs and other amounts. If such charges are incurred, you agree that you will pay all such costs and expenses.

6. Content and Acceptable Use Policy

6.1  You agree to abide by ACLS' Acceptable Use Policy, which can be found by visiting ACLS's website at https://ayucloud.services. Portions of which are incorporated herein by reference and as an integral part of this document. ACLS posts the revised policy on the website and reserves the right to modify the Acceptable Use Policy at any time, meanwhile, ACLS is obligated to inform users of updates to the Acceptable Use Policy, including but not limited to email notifications, website notifications and social media Media notification. You agree to periodically visit the ACLS website and review the most current Acceptable Use Policy, and your continued use of the ACLS Services after any Acceptable Use Policy change log constitutes your acceptance of and be bound by the new Acceptable Use Policy. ACLS reserves the right to suspend your access to the service at any time if end user behavior violates the Terms of Service or the Acceptable Use Policy.

6.2  ACLS does not actively monitor the content used by end users on the ACLS service, although ACLS may, in its sole discretion, use technical means to monitor the service used by customers on the ACLS network, And disclose any necessary information about your account when required by law, regulation or government organization. ACLS will investigate complaints of violations of third party rights or violations of the Acceptable Use Policy. ACLS will attempt to reduce abuse of ACLS services. ACLS will have the right to cooperate with law enforcement agencies, and reserves the right to notify such agencies, if law enforcement agencies suspect that you and your end users have violated the laws, regulations and relevant policies of the region where you and the server are located. All provisions contained in this section are intended to confer rights on third parties, but no third party has the right to enforce any provision of this agreement.

6.3  You must agree that ACLS will not be responsible for any violation of the Acceptable Use Policy by you and your end users and the laws, regulations and related policies of the region where you and the server are located, including digital Millennium Copyright Act.

6.4  ACLS may, in its sole discretion, terminate your access to the Services and terminate this Agreement. This is because you or your end users, downstream customers violated the Terms of Service and Acceptable Use Policy.

6.5   ACLS attaches great importance to the issue of child pornography, minors using our services are potentially harmful, which should be completely prohibited, however, their guardians may authorize Minors have limited use of ACLS services. Any content that may be considered child pornography will be removed and access prohibited, as is the case with any ACLS service. Any customer who accesses child pornography hosted through ACLS will be immediately removed from service and notified to local law enforcement. You agree to cooperate with ACLS to prevent access to child pornography, and any child pornography, or solicitation, solicitation or enticement of minors for sexual activity or lewd conduct is also strictly prohibited and will be considered the same issue as child pornography. ACLS reserves the right to prosecute customers who host, access child pornography on ACLS websites.

6.6  If you suspect that the ACLS network is hosting child pornography, we encourage you to immediately file an abuse complaint with ACLS at abuse@ ACLS .org and include the client's file name or URL ( or other location points), the victim (if known), date of birth, date of production, and any information about the suspicious image(s) and others. Alternatively, you can use CyberTipline to report suspected child pornography, complaints involving child pornography not hosted by ACLS should be directed to law enforcement or to this website: https://www.asacp.org/index.php?content=report.

6.7  We respect the intellectual property rights of all parties and have adopted a termination policy for repeat copyright infringers based on the Digital Millennium Copyright Act. A copy of our Repeat Infringement Termination Policy is available to our customers upon request.

6.8  You agree that it is your responsibility to prevent minors under your care from accessing, directly or indirectly, any harmful or inappropriate content from ACLS services purchased by you. You agree not to allow minors to access any Services and to take relevant restrictions to prevent them from doing so. Many commercial online safety filters are available which can help users limit harmful or inappropriate access by minors. Please note that this site makes no representations or warranties about any products or services referenced on these sites, recommends users to purchase or Do proper due diligence before installing any in-line filter. If your computer can be accessed by minors, you agree to take special measures to prevent minors from browsing this website. Finally, you agree that if you are a parent or guardian of a minor child, it is your responsibility, not ours, to prevent minors from accessing any inappropriate content through the ACLS Services.

7. Zero Tolerance Spam Policy

7.1  The use of any spam on the ACLS network is strictly prohibited, and we reserve the right to terminate your service at any time if you and your end users use SPAM on the ACLS network.

7.2   ACLS will post the revised policy on the website and reserves the right to modify the Anti-Spam Policy at any time. You agree to periodically visit the ACLS website and review the most current Anti-Spam Policy, and your continued use of the ACLS Services after any Anti-Spam Policy change log will constitute your acceptance of and be bound by the new Anti-Spam Policy. ACLS reserves the right to suspend your access to the service at any time if end-user behavior violates the Terms of Service or the Anti-Spam Policy.

8. Payment

8.1  Payments for Services shall be made in advance within the payment term. Services will be billed on an automatic and recurring basis unless you follow the ACLS Service Cancellation Procedure set forth in this Agreement.

8.2  The initial fee and recurring fee for the service you choose should be provided in the first online order form, unless you have specifically negotiated with us and confirmed it in a written agreement, otherwise the service you choose The installation fee and recurring payment fee should be paid together with the initial fee when ordering online. All setup/installation fees and special setup fees are non-refundable. Service fees are to be paid in advance and failure to pay service fees by the due date may result in suspension or termination of service.

8.3  When making a payment, you must select a payment method. ACLS reserves the right to contract with third parties to process all payments. Such third parties may impose additional terms and conditions on payment processing. If you do not pay all fees when due, your account will be considered past due. For any past due fees, ACLS will charge interest on your unpaid amount at a certain rate/up to the maximum rate permitted by applicable law.

8.4  You agree to pay any taxes resulting from your use of the Service, including personal income tax, value added tax or sales tax. ACLS is not responsible for your use of the Service and use of bank cheques, credit cards, insufficient funds, or any charges incurred by you and your financial institution. ACLS should be paid in full and you will need to pay for any additional costs due to taxes, exchange rate differences, bank charges, transfer charges, etc.

8.5  You also agree to pay any attorneys' fees, collection fees and other costs incurred by ACLS. At the same time, ACLS will not refund any installation fees, special setup fees, handling fees, and remaining prepaid fees.

8.6  Once ACLS begins providing service, we will no longer accept any refund requests, unless this is due to the existence of a broad, common and reproducible ACLS product and service Quality issues. You understand and agree that, even if you request cancellation of these services or products, ACLS has consumed the underlying cost and risk and therefore no refund will be made.

8.7  Refunds may be permitted for some special products and services, but ACLS will have the right to deduct necessary payment gateway fees and other charges from the refund. The final fee you receive may also vary depending on the payment gateway you request. ACLS will not provide any assistance with such matters.

8.8  Coupons and Promo Codes – In some cases, ACLS may offer Coupons and Promo Codes which, unless otherwise stated, may only apply to first-time purchases As a customer, these benefits may not take effect after you have subscribed to ACLS services. Certain coupons or promo codes are only valid for credit off your first payment. These coupons and promo codes may not apply when you upgrade your product. Any account attempting to abuse coupons and promo codes will be suspended or deleted.

8.9  Price Protection - ACLS may adjust the price of a subscription or product, and these adjustments may apply only to new purchases or to both new purchases or renewals. Regardless of the price increase or decrease, ACLS guarantees that all subscribers can renew at the lowest of the purchase price and the latest price within a billing cycle (based on the bill at the time of first purchase); users who purchase at active prices are not applicable this clause.

9. Support Services

9.1  Unless expressly stated otherwise for a specific product, all subscriptions or products come with some level of limited standard support depending on their subscription or product level.

9.2  ACLS's support services are reflected in the form of "support request points". Using support services will consume certain support request points according to different support departments and priorities. If the subscription includes limited Standard support service, the accompanying support request credits will be provided at the time of purchase or renewal.

9.3   ACLS handles only one problem or request per support ticket, and each support department only handles support requests related to it.

9.4  ACLS reserves the right to close a support request or restrict account access without any response to the following types of support requests:

1. Exceeds the number of questions and requests allowed for a support request
2. Doesn't fit within the scope of support
3. A query that is meaningless or fails to provide any useful information
4. Involving ACLS internal information
5. violates the ACLS terms and conditions
6. It has been automatically closed due to timeout
7. violating local laws and regulations
8. Abusive, violent or otherwise inappropriate

10. Backup measures & data loss

10.1   You agree that the data security of the services you use is maintained by you. ACLS will take the necessary measures to protect the security of your data, including the use of backup power systems and compliance schemes such as data backup. However, this still requires you to take good security measures for your data. We cannot guarantee that we will be able to fully restore your service in the event of data loss. Therefore, we strongly recommend that you establish your own daily backup procedures to ensure the safety of your data.

10.2  If you want ACLS to provide daily backup services, which is not provided by this agreement, please contact us, we provide a variety of backup services other than regular services, You can choose one of these as a solution and we will provide all services through a separate written agreement.

11. Resource Usage & Security

11.1  ACLS does not impose limits on the system resources and hardware available to each account. We do not proactively deactivate user accounts unless they significantly exceed acceptable usage levels, or maintaining that customer's use would seriously impact the experience of other customers, etc.

11.2  Except as expressly permitted by law, no reverse engineering, decompilation, disassembly of derivative works of this website and/or materials is allowed. You agree not to use any automatic device or manual process to monitor or reproduce the Site or the Materials, and not to use any device, software, computer code or virus to interfere or attempt to interfere with or disrupt our Services and Site.

11.3  Security - Any violation of the security of the Site and/or Services is prohibited and may result in criminal and civil liability. You agree not to violate or attempt to alter or manipulate hardware and software, compromise servers, or make any other unauthorized use with such activities. You are prohibited from:

1. Any form of unauthorized access to or use of data, systems or networks, including websites and/or services.
2. Unauthorized interference with any user's service, host or network.
3. Introducing malicious programs into a network or server (such as viruses and worms), including websites and/or services.
4. Bypass user and security authentication for any host, network or account.
5. Using our services to compromise security or other websites.

In the event that you participate in any breach of system security, we reserve the right to release information about you for system administrators of other sites to assist in resolving security incidents, and we will also cooperate with any law enforcement agencies investigating crimes and breaches of systems or networks security. In addition, violations of these security provisions may result in termination of your account pursuant to Section 3 of this Agreement.

11.4  Data Usage - Your monthly data transfer amount is determined by the specific service or subscription you purchase. If your usage exceeds your monthly limit, your account will be suspended and reinstated at the beginning of the following month or on your billing date, depending on the product or service. Unused data does not carry over to the next month's data.

11.5   Fair Use Policy - We provide certain services or subscriptions to our customers and we expect users to use each service as described, which refers to any A given billing cycle to define normal, fair, reasonable usage. When we judge that a user uses the service or subscription unreasonably, we may take actions to mitigate negative impacts, including but not limited to connection restrictions and access restrictions. Unfair use includes, but is not limited to, the following:

1. Lending, compromising, reselling ACLS accounts or services.
2. Uninterrupted use of various types of p2p download services.
3. Exceeds the maximum number of users specified for the product or service.
4. Run programs that consume a lot of resources on a single resource provider for a long time.
5. Violating the relevant laws and regulations of the country or region where the resource point is located
6. Occupy more than reasonable resources on any shared resource service for a long time so as to affect the use of other users

12. Uptime Guarantee

12.1   ACLS will provide you with a service level agreement to guarantee a certain availability of our services. Please contact us when you require additional SLAs, which are incorporated as part of this Agreement and are an integral part.

In order to be able to obtain SLA interruption compensation, you must notify us according to certain procedures. You understand and agree that when you fail to follow certain procedures within three (3) days of the SLA interruption event triggering, you will automatically give up obtaining the SLA Power to Interrupt Compensation.

13. Price changes

13.1   Subscribers for all new and renewal products and services will enjoy price protection for 1 year, 365.25 days. ACLS undertakes to use all reasonable efforts to ensure that subscribers' subscription prices do not increase during the effective period of the price protection.

13.2   ACLS will reserve the right to adjust the prices of all products and services based on cost factors. Subscription price increases will not exceed 10% per billing cycle.

13.3   Subscriber will not be able to claim refunds from ACLS for any temporary price reductions (promotions or events) and/or permanent price reductions.

13.4   All applied offers will lapse following product and service price adjustments. Products and services purchased at preferential prices will be charged at the new price after the subscription price is adjusted.

13.5   If we terminate your service due to clause 3.2 of this agreement, and we decide to provide you with service again in the future, your previous fee will not be counted Into the new service, you still need to pay the new service fee.

13.6   Subscribers may be able to upgrade or downgrade products and services through the ACLS portal or API. After you request to upgrade products and services, you need to pay the difference in fees immediately to complete the upgrade. And the amount of your subsequent bills will be automatically adjusted; and the downgraded service will not get any refunds on product and service fees, only the bill renewal price will change. You cannot ask ACLS to reverse your self-requested downgrade or downgrade or to refund any fees.

14. Guarantee

14.1   You agree to defend, indemnify and hold ACLS and its affiliates harmless from any and all claims, liabilities or reputation, and to pay for all losses arising from the foregoing, including reasonable Attorney and expert fees related to:

1. Breach of your agreement under this Agreement;
2. generated by your use of the service;
3. All behavior and resulting from activities that occur with your username and password;
4. the sale of any goods or services, advertisements related to your content or your information and data;
5. contains any defamatory, libelous or illegal material in your content or in your information and data;
6. any claim or argument that your content or your information and data infringes the patent, copyright or other intellectual property rights of any third party or violates privacy or publicity the rights of any third party;
7. access or use of your content or your information and data by any third party;
8. Any damage to the reputation of ACLS caused by you;
9. violates any applicable acceptable use policy;
10. You warrant and represent that: 1) Your content and titles comply with the laws of the United States; 2) You and all your end users have reached the age of majority in the country where you are located; 3) The content you obtain or provide does not contain child pornography , obscenity, bestiality, realistic depictions of violence, or any imagery that is not legal in the United States.

15. No additional coverage

15.1   You expressly agree that the use of the services we provide is at your own risk. The Service is provided on an "as is" and "as available" basis. ACLS EXPRESSLY DISCLAIMS ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT. ACLS does not guarantee that the service will meet your requirements, or that the service will be absolutely uninterrupted, that the service will be provided in a timely manner, that the service will be absolutely secure and error-free; Guarantees that the reliability, reliability, or any defects in hardware and software will be corrected. No additional guarantees are given and any statement concerning these matters in promotional materials should be considered a reference to advertising and not a guarantee. You understand and agree that any data or information downloaded or otherwise obtained by you through the use of the Services may be at risk and that you do so at your own discretion and are solely responsible for any loss or damage to your computer system.

ACLS may provide third party products, services and/or software that are not part of the Services ("Third Party Services or Software") to you. ACLS has no control over the content of third party services or software. Use of any third-party services or software is at your own risk and is subject to the terms and conditions of a separate agreement between you and the third party.

Advice or information, whether oral or written, obtained by you from ACLS or through the Services, whether by implication, trademark or otherwise, including, but not limited to, any marketing or promotional materials on the ACLS website describing the Services, shall be does not constitute a warranty.

ACLS MAKES NO WARRANTY REGARDING ANY PRODUCTS AND SERVICES.

16. General Terms

16.1 Jurisdiction, Venue and Choice of Court   This Agreement and all matters arising out of or related to this Agreement shall be governed by the laws of the State of Delaware, except including its conflict of laws provisions. In the event of any action permitted by this Agreement, the parties shall bring action in state and federal courts located in Newark, Delaware. The exclusive venue for any litigation permitted under this Agreement shall be the state and federal courts located in Newark, Delaware. The parties agree that the venue, choice of jurisdiction, venue and law set forth in the following sections of this agreement are mandatory and not permissive, thereby excluding any jurisdiction arising therefrom between the parties other than as provided in this section agreement possible.

16.2 Severability    If, for any reason, a court of competent jurisdiction or an arbitration committee finds that any provision of this agreement and any part thereof is unenforceable, then All other provisions of this provision will still be enforced to the fullest extent, and the rest of this agreement will remain in full force and effect.

16.3 Continuity    continue to be valid. Neither this Agreement nor any rights granted hereunder may be sold, sub-leased, assigned or otherwise transferred by you, in whole or in part.

16.4 Non-waiver    The failure of either party to enforce any provision of this Agreement will not be deemed a waiver of any future obligation or right to enforce that or any other provision.

16.5 Relationship of the parties    ACLS is an independent provider and nothing in this agreement shall be construed as creating a partnership, joint venture or agency relationship between the parties.

16.6   The section and subsection headings of this Agreement are inserted for convenience only and shall not be deemed to form a part of this Agreement nor affect its meaning.

16.7 Force majeure    Due to unforeseen circumstances or causes beyond its reasonable control, including but not limited to: acts of God; acts of war, riots, prohibitions, cultural or military or terrorism; fire, flood, earthquake, hurricane, tropical storm, or other natural disaster; strikes or shortages of transportation, facilities, fuel, energy, labor, or materials; failure of telecommunications or information service infrastructure; hacking, spam, or Failure of any computer, server or software will not constitute a breach of this agreement.

16.8 Export    You understand and acknowledge that some software may be regulated by U.S. government agencies, including the U.S. Department of Commerce, which prohibit export to certain countries and Export or Transfer of Software by Third Parties. You will not assist or participate in any such illegal diversion or violation of applicable United States laws and regulations. You warrant that, under applicable United States laws and regulations, you will not license or otherwise license anyone who is not authorized to receive the Merchandise, and that you will comply with such laws and regulations.

16.9 Electronic Communications of Notices    All notices permitted or required by this Agreement may be sent by electronic mail, fax, courier service, mail or registered mail to the most recent e-mail address, fax number or mailing address and will be effective upon sending. Evidence of successful delivery should be retained. Each party may communicate with the other party by electronic means as described in this Agreement. The parties agree that all electronic communications that: (i) contain the sender's user identification in electronic communications are legally sufficient to verify the sender's identity and the authenticity of the communication; (ii) are sent by you contain your user identification electronic communications that identify you as the creator of the content and have the same effect and legal meaning as your written signature.

The following is ACLS' Acceptable Use Policy (AUP). Before using ACLS' services, you must agree to this AUP, and you also agree to require your end users to abide by this AUP. ACLS reserves the right to modify this AUP at any time without obligation to notify you. ACLS agrees to post this AUP to a permanent location on ACLS, you agree that you will periodically visit this page to review the latest AUP, and your continued use of ACLS's services constitutes your continued agreement to this AUP.

According to your Service Distribution Agreement, ACLS may, in its sole discretion, terminate your access to the Services if your conduct violates (or appears to violate) this AUP, or your end users violate (or appears to violate) this AUP AUP.

As one of the terms of using ACLS services, you and your end users cannot use the services provided by ACLS for any illegal purpose, otherwise you will not be able to use this service. You and your end users may not use any ACLS services that may damage, disable, overload or otherwise impair any ACLS services provided by third parties. You and your end users may not in any way attempt to obtain any information not provided by the Service.

Use of the Services

The service is designed to enable you and your end users to communicate with others via the Internet, and you agree to use the service (and require the user to use the service) before publishing, sending and receiving information. Where applicable, you agree to properly use the Services (and not as a limitation), for example, that you and your end users will not:

1. Use the Services to link to illegal contests, gambling, illegal lotteries, sending spam or any repetitive and unsolicited messages.
2. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
3. Publish, post, upload, distribute, transport or disseminate any defamatory, obscene or otherwise illegal content such as child pornography or virtual child pornography.
4. Publish, post, upload, distribute or disseminate topics that incite discrimination, hatred or violence against a person or anyone because of their race, religion or ethnicity , name, material or information.
5. uploaded, or otherwise included in usable files images, photographs, software or other materials are protected by intellectual property laws (including without limitation), without limitation, violates copyright or trademark laws (or rights of privacy or publicity), unless you own the copyright or have all necessary permissions to do so.
6. use any material or information, including graphics or photographs, in a manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party, by providing the Services .
7. Uploads that contain viruses, Trojan horses, worms, timed malicious programs for the purpose of deleting, corrupting files, or any other similar software or programs that may harm others property documents.
8. Download or distribute any file that you know or reasonably know cannot be distributed legally.
9. Falsify or remove any author attributions, legal or other proper notices, proprietary designations, or labels of origin or source of software or other materials contained in uploaded files .
10. Behaviors that exceed reasonable limits and affect other users' enjoyment of services.
11. Anything in the terms or other guidelines that may apply to any particular service.
12. Collect or otherwise collect information about others, including email addresses, unless this is necessary to run your site and your site's privacy policy allows it of (if any).
13. Violates any applicable law or regulation.
14. Create a false identity for the purpose of misleading others.
15. Create and operate a TOR node.
16. Scanning, sniffing the ports of other network hosts, unless this is the written permission of the other party, any other reason is not allowed.
17. Bit in ACLS networkThe torrent protocol transfers data unless specifically stated in a service to allow such behavior.
18. Sniffing, cracking, infiltrating or attacking ACLS's network or infrastructure, whether based on volition or objective factors.
19. Use in a way that does not qualify for subscription use, such as using a personal type of subscription within an organization or enterprise.
20. Use the subscription primarily for any automated program, including but not limited to scripts, crawlers, headless browsers, unless otherwise specified in other protocols Regulation.

ACLS reserves the right to disclose any information at any time, when such information is required by laws, regulations and governments, or to edit, delete, or refuse to publish any information or materials. Doing so in whole or in part is at the sole discretion of ACLS.

ACLS does not control or endorse any content, messages or information found on the Services. Accordingly, ACLS expressly disclaims all responsibility and disclaims service for any actions and issues arising from your involvement.
When your service consumes too many resources, such as heavy traffic downloading and mining, ACLS has the right to limit the resources provided to you at any time to ensure the normal use of other users of the node.

Terminate/restrict access

ACLS is under no obligation to monitor the Services, however, ACLS reserves the right to review any Services and materials posted on ACLS and to remove Services and Content in its sole discretion. ACLS reserves the right to decide at its sole discretion when to terminate all or part of its services and related services, or restrict its access rights, and is not obliged to notify you. Once the service is terminated, ACLS has no obligation to perform subsequent maintenance for any use that violates this AUP.

Block SPAM

ACLS will immediately terminate any service deemed to be sending spam or bulk unsolicited mail without any obligation to restore it.

Notification of Infringement

ACLS respects intellectual property rights and requires our customers to do the same, if you believe that your intellectual property rights have been violated, or we believe that your content infringes the intellectual property rights of others, please provide ACLS with the following information:

1. obtain an electronic or physical signature from an individual representing the copyright grant or other intellectual property interest owner;
2. A description of the copyrighted work, or other intellectual property that you claim has been infringed;
3. Material describing the service that you claim is infringing;
4. your address, phone number and email address;
5. Through your statement, you have sufficient reason to believe that the disputed content is not authorized by the owner or agent of the work or authorized by law;
6. A statement certifying that the information above is correct and that you are the owner, agent, legal representative or Authorizer's information.

You may send a notice of copyright infringement to:

dmca@mcnocean.com

Notification and takedown procedures

ACLS reserves the right at any time to remove services and content that are deemed to be infringing or that have received a claim of infringement. ACLS reserves the right at any time to prevent access to infringing content or any claim to be infringing content based on fact by prohibiting access or removing content.

You must agree to all other terms and conditions of ACLS in order to apply this Service Level Agreement (hereinafter referred to as the "Agreement"), which is incorporated into the terms as an integral part of the ACLS Terms of Service. Violation of ACLS's terms of service is also an automatic waiver of the commitment to the service level agreement.

Different products and services are subject to different service level agreements, please click the link below to view the service level agreement for the corresponding service. These service level agreements applicable to the different products and services are also incorporated into this agreement as an integral part of this agreement.

AyuCLoud Pass Scalable Subscription

AyuCLoud Direct Scalable Subscription

AyuCLoud Express Scalable Subscription

Limitation of Service Fee Credits

Service fee credits may only be used to offset your future ACLS service charges. Credits you receive for Service Fees do not entitle you to any refund or other payment from us. Service fee credits will only be issued if the service fee credit for the corresponding monthly billing cycle is higher than one yuan (￥ 1.00). Service fee credits are not transferable or applicable to other accounts. Unless otherwise stated in the terms and conditions of ACLS, in the event that ACLS services become unavailable or unavailable, or we fail to provide ACLS AyuCLoud services for other reasons, your sole and exclusive remedy is is a Service Fee Credit earned pursuant to this Service Level Agreement.

You must agree to all other ACLS terms and conditions in order to enjoy the service commitments provided in this Service Level Agreement.

Service Fee Credit Application and Payment Procedure

To receive service fee credits, you must apply by opening a new support request in the ACLS Admin Portal - Support Center. To claim a Service Fee Credit, a Support Request must be submitted and reach us by the end of the second billing cycle following the incident in question and must meet the following criteria:

1. Support Request title line that includes the words "Service Level Agreement Service Fee Credit Request"
2. Specific date and time of each unavailability event you are claiming
3. Id of the affected service (can be omitted if there is only one active service in the account)
4. A log of the error you noted and substantiated your asserted outage (sensitive information should be removed or replaced with an asterisk)

If the monthly uptime percentage involved in the request is confirmed by us and the service commitment is not met, we will send you a service fee credit in the next billing cycle in which your request is confirmed. If you fail to submit an application for service fee credits or fail to meet the above requirements, you will be deemed to have automatically waived your rights.

General exceptions to service level agreements

Our service commitment does not apply to any unavailability, interruption, termination or other problems of ACLS services caused by the following reasons:

1. Termination as described in Article 3 of the ACLS Terms of Service
2. Factors beyond our reasonable control, including any event of force majeure or internet access problems outside the ACLS network access point (such as failure of your home network) or Related Questions
3. your use of the device and any third party hardware and software (other than those under our direct control)
4. Individual faults or failures that are not unavailable in the availability zone
5. ACLS maintenance according to terms of service
6. Violation of ACLS terms and conditions
7. Uses non-ACLS recommended settings and actions
8. Access to ACLS product/service or account terminated by us
9. Failure to pay for services and selected value-added services on time

When the factors affecting availability are different from the factors we calculate the monthly positive percentage, we have the right to consider and judge the issuance of service fee credits by ourselves.

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AyuCLoud Pass Service - Service Level Agreement

General

This "AyuCLoud Service - Service Level Agreement" (hereinafter referred to as "Service Level Agreement"), which belongs to the usage policy of ACLS Gloabl Service, is bound by all the terms and conditions between ACLS Inc. and you, and applies to the use of ACLS AyuCLoud Accounts for the Service. Unless otherwise stated in this SLA, this SLA is jointly governed by the ACLS Terms and Conditions. and as defined in this Service Level Agreement, shall prevail as set forth in the ACLS Master Terms and Conditions. We reserve the right to amend this Service Level Agreement in accordance with the rights set forth in the ACLS Terms and Conditions.

Scope of application

The products or services applicable to this SLA include:
AyuCLoud Pass Scalable Subscription (and all related subscriptions)

Service Pledge

We will use commercially reasonable efforts to ensure that the ACLS AyuCLoud service has a monthly uptime ratio of not less than 90% during any monthly billing cycle (the "Service Commitment"). If the ACLS AyuCLoud service does not meet the performance pledge, you will be eligible for ACLS service fee credits. Only when using the AyuCLoud services provided by ACLS will we provide you with service commitments and service fee credits in accordance with this Service Level Agreement. This Service Level Agreement does not authorize you to receive service fee credits for ACLS' other service sites.

Define

1. "Monthly Uptime Ratio" means 100% minus the ACLS AyuCLoud service in "Regional Availability Zone Unavailable" or "Functionally Available" for the month The remaining part after the percentage of the status of zone unavailable. The calculation of the percentage in the Monthly Uptime Ratio does not include any period of service unavailability directly or indirectly caused by the exceptions mentioned in this SLA.
2. Availability zone refers to service points that are located in the same country or region, or perform similar functions. The number of service points in an availability zone must be greater than 1. If the number of service points is less than or equal to 1, it is not considered as an availability zone.
3. Unavailable regional availability zone means that all service points in the same country or region are unable to provide services normally.
4. The unavailable functional availability zone means that service points that perform similar functions (such as Netflix access in Hong Kong) are in a state that cannot provide services normally.
5. The service fee credit refers to the equivalent fiat currency points calculated according to the method described below, and we can recharge the service fee credit to your ACLS balance account.

Service commitment and service fee credits

Service fee credits are calculated based on the total monthly fees you pay for the affected ACLS AyuCLoud services (excluding the fees for additional value-added items) during the monthly billing cycle in which the availability zone is unavailable, and the specific ratio is expressed As follows:

Exceptions

When the service is unavailable, interrupted, terminated or other problems due to the reasons described below, our service commitment does not apply:

1. Use access points that are billed less than 100% of data transfer
2. Bypass ACLS trunk network to use edge access point directly
3. Connect to ACLS trunk network outside mainland China
4. Connect to ACLS trunk network via any cloud service/data center network
5. Clients that use ACLS without mainstream or extended support
6. For rule-based clients, any third-party rules used or modifications to ACLS-provided rules
7. Exceeds the scope or number of users allowed by the subscription
8. Violation of ACLS terms and conditions