SaaS Service Agreement (Template)

1. Parties and effect

This SaaS Service Contract (template) is entered into between the customer ("Customer") and the platform operator ("Supplier") for formal enterprise procurement. Together with the User Agreement, the Data Processing Agreement (DPA), the Service Level Agreement (SLA) and the Acceptable Use Policy (AUP), it forms the complete agreement; where this Contract differs from those texts, this Contract prevails. This is a template — final terms are those of the executed version.

2. Services and standards

The Supplier provides GEO (Generative Engine Optimization) SaaS services per the selected plan: AI visibility monitoring, content production, knowledge management, multi-channel distribution, lead management and reporting. Feature lists, quotas and service standards are as stated in the order annex (plan description) and the SLA. The Supplier provisions an isolated tenant environment for the Customer and keeps tenant data strictly segregated.

3. Term and payment

The term starts on activation and bills per the selected cycle (monthly/annual) at the order price. The Customer pays per cycle; the Supplier issues VAT invoices (special/general as requested) after receipt. Overdue beyond 30 days entitles the Supplier to suspend service while keeping data for 30 days for export; thereafter, to support verification of monitoring results, data is retained for 3 years (inaccessible during that period), then deleted or anonymized; the Supplier may also claim a late fee of 0.05% per day, capped at 10% of the overdue amount.

4. Obligations of the parties

Customer: pay as agreed; safeguard accounts and answer for operations under them; ensure content legality (AUP compliance); designate business and security contacts; cooperate with implementation and troubleshooting. Supplier: meet SLA availability; apply the DPA security measures; respond to support requests promptly; notify service changes in advance.

5. Data ownership and security

Customer data (business data and entrusted personal information) belongs to the Customer; the Supplier processes it as processor under the DPA. The Supplier never uses Customer data to train public AI models and never discloses it (except as legally required). Security measures, breach notification, audit rights and data return/deletion follow the DPA, which is annexed to this Contract.

6. Confidentiality

Each party keeps confidential the other's trade secrets, technical secrets, customer information and pricing (during the term and for 3 years after termination). Legal disclosure requirements and already-public information are excepted. Breach causing loss is compensable under law.

7. Intellectual property

Platform software, documentation and trademarks belong to the Supplier; Customer data and content belong to the Customer; analytics reports produced during the service are for the Customer's internal and business use (commercial re-licensing per the User Agreement and plan terms). The Supplier is not responsible for outcomes of the Customer adopting or not adopting recommendations.

8. Liability and indemnity

The Supplier's aggregate liability is capped at the fees the Customer actually paid in the 12 months preceding the claim; neither party is liable for indirect or lost-profit losses (except the Supplier's wilful misconduct or gross negligence). Liability from the Customer's causes (unlawful content, unlawful instructions, poor account custody) rests with the Customer; the Customer handles third-party claims arising from its content and indemnifies the Supplier.

9. Compliance

Both parties comply with applicable anti-corruption and anti-bribery laws, anti-unfair competition law, export control and sanctions, and data protection laws; neither offers improper benefits to the other's staff; the Service is not used for sanctioned entities or restricted purposes. The Supplier may refuse or terminate for compliance reasons.

10. Changes, renewal and termination

Renewal is discussed 30 days before expiry (absent objection the term renews for one cycle; the Customer may give 15 days' written notice not to renew). Either party may terminate for material breach uncorrected 30 days after notice; after termination the DPA governs data return and deletion, and fees paid are settled pro rata for the unused period (except termination for Customer breach).

11. Dispute resolution

This Contract is governed by the laws of the People's Republic of China. Disputes are first negotiated in good faith; failing that, either party may sue in the competent court at the Supplier's location. Procurements involving overseas entities may agree arbitration instead.