AI Marketing Services Agreement

Parties

Party A and Party B, based on equality, mutual benefit, good faith, and fair dealing, agree to the following terms governing the AI marketing services provided by Party B to Party A and undertake to comply with them.

Article One　Subject Matter and Services

1. At Party A's request, Party B shall provide AI marketing services (the “Services”), comprising one or more of the following: (a) managed social content—using AI to assist in creating posts, short-form videos, and graphic content and scheduling publication across social platforms; (b) managed digital advertising—operating and optimizing advertising on Meta, Google, and other platforms and providing performance reports; (c) AI virtual influencer/KOL assets—producing branded virtual characters, scripts, and social assets; and (d) SEO/AEO and marketing automation—website audits, keyword optimization, EDM, and marketing-workflow automation.
2. The actual services, quantities, such as monthly post counts, advertising platforms, and reporting frequency, objectives, and delivery methods shall be set out in the quotation confirmed by both parties and Schedule One, “Statement of Services,” each of which forms part of this Agreement.

Article Two　Service Period

1. The Services are provided on a monthly agreement. From the agreed effective date, the service period is ＿＿ months, or as otherwise stated in a schedule.
2. If neither party objects before expiry, the parties may renew on the original terms as agreed. If Party B changes the fees, it shall notify Party A 30 days before the renewal takes effect; if Party A does not agree, Party A may terminate upon expiry of the original term.

Article Three　Service Fees and Payment

1. The monthly service fee shall be stated in the quotation and Schedule Two, “Fees and Payment Details.” Unless otherwise stated, all amounts are in New Taiwan dollars, exclude tax, and are subject to 5% business tax. Party B shall issue a uniform invoice as required by law.
2. The monthly service fee is payable monthly or quarterly within 7 days before the start of each period.
3. If Party A fails to pay when due and remains in default after Party B gives at least 7 days' notice to cure, Party B may suspend the Services and charge default interest on the overdue amount at the statutory rate.
4. For payment of service fees by remittance, Party B designates the following account—Account name: Sainso Technology Co., Ltd.; Bank: Changhua Sixth Credit Cooperative, Puxin Branch; Financial institution codes: 0162 (Changhua Sixth Credit Cooperative) / 0128 (Puxin Branch); Account number: 1242000009697. Party A shall retain the remittance receipt and provide it upon Party B's request for reconciliation.

Article Four　Advertising Spend (Managed)

1. Party A is responsible for advertising spend charged by digital advertising platforms such as Meta and Google. Party A shall prepay the advertising budget, which Party B only operates and manages on Party A's behalf. Advertising spend is not Party B's service fee.
2. Party B shall provide itemized records and performance reports for use of the advertising budget. Upon termination, Party B shall refund any unused advertising budget to Party A.
3. The advertising management fee shall be determined by the selected plan, either included in the monthly service fee or charged as an agreed percentage of the advertising budget, and stated in the quotation.

Article Five　Service Performance (No Guarantee)

1. Marketing performance is affected by platform algorithms, market competition, seasonality, product characteristics, and other external factors. Party B shall perform the Services with professional care and commercially reasonable efforts, but unless the parties separately agree in writing to a performance guarantee, Party B does not guarantee any specific reach, clicks, conversions, sales, ranking, follower growth, or other performance metric.
2. Key performance indicators (KPIs) in a quotation or schedule are targets, not performance guarantees.

Article Six　Party A's Duty to Cooperate

1. Party A shall timely provide the brand assets, product information, account permissions, and contact personnel necessary for the Services and shall ensure that all assets and information it provides are lawful, accurate, and do not infringe third-party rights.
2. If delay results from Party A's failure to cooperate or delayed confirmation, the delivery schedule shall be extended accordingly, and Party B shall not be responsible for the delay.

Article Seven　Accounts and Access Authorization

1. Party A authorizes Party B, during the service period, to operate Party A's social-media, advertising, official-website, or marketing-tool accounts to perform the Services.
2. Upon termination or rescission, Party B shall return administrative control, remove its access, and cease using Party A's accounts.

Article Eight　Assets and Intellectual Property

1. Intellectual property rights in brand assets, trademarks, and data provided by Party A remain with Party A or the original rightsholder. Party A authorizes Party B to use them within the scope of the Services.
2. After Party A pays the corresponding fees in full, the economic rights in marketing assets produced by Party B for Party A shall be licensed to or vest in Party A as set out in the applicable schedule.
3. Third-party assets, such as fonts, stock media, music, and KOL likenesses, shall be used under their original license terms. The party requesting use beyond the licensed scope is responsible for such use.

Article Nine　Content Review and Legal Compliance

1. Content produced by Party B may be submitted to Party A for approval before publication. Party A is responsible for the legality of labeling and claims concerning its products or services, including compliance with the Fair Trade Act (公平交易法), Pharmaceutical Affairs Act (藥事法), Cosmetic Hygiene and Safety Act (化粧品衛生安全管理法), Act Governing Food Safety and Sanitation (食品安全衛生管理法), and related advertising laws.
2. Neither party may request or publish advertising content that is unlawful, false, or misleading.

Article Ten　Confidentiality

1. Each party shall keep confidential the other party's trade secrets, marketing strategies, customer data, personal data, and other confidential information learned through performance. Neither party may disclose or use such information outside the purpose of performance without the other party's written consent or as required by law.
2. This Article survives termination or expiry of this Agreement.

Article Eleven　Personal Data Protection

1. Each party shall comply with the Personal Data Protection Act (個人資料保護法) and related laws when collecting, processing, and using personal data, including EDM lists and advertising-audience data.
2. If Party A engages Party B to process personal data, Party B shall process it only on Party A's instructions and within the purposes of the Services and shall implement appropriate security measures. See Party B's Privacy Policy for general information on personal-data processing.

Article Twelve　Amendments

1. Changes to the scope, quantities, or fees for the Services require the parties' written agreement, including by email.
2. Party B may not unilaterally change agreed Services or terms to Party A's detriment. If standard-form terms must be revised, Party B shall give Party A reasonable advance notice. If Party A does not agree, Party A may terminate and receive a refund under Article Fourteen.

Article Thirteen　Termination and Rescission

1. The Services are provided on a monthly agreement. Party A may terminate by giving Party B 30 days' written notice, including by email, effective at the end of the then-current period.
2. If either party breaches this Agreement and fails to cure after the other party gives written notice allowing a reasonable period of at least 14 days, the other party may rescind or terminate this Agreement.
3. After termination or rescission, Party B shall return account permissions, remove its access, return or delete Party A's data at Party A's request, and provide necessary transition assistance.

Article Fourteen　Refunds

1. If this Agreement is terminated or rescinded for reasons attributable to Party B, Party B shall refund pro rata the service fees paid by Party A for Services not yet provided and refund any unused advertising budget.
2. If this Agreement is terminated for reasons attributable to Party A or at Party A's convenience, Party B may charge for Services provided and necessary costs already incurred, and shall refund pro rata any remaining fees collected for Services not provided and any remaining advertising budget.
3. A refund shall be made through the original payment method or another method agreed by the parties within 30 days after termination or rescission takes effect.

Article Fifteen　Damages and Limitation of Liability

1. A party shall be liable for damages suffered by the other party due to causes attributable to the first party.
2. Except in cases of Party B's willful misconduct or gross negligence, or where mandatory law, including the Consumer Protection Act, provides otherwise, Party B's aggregate liability under this Agreement is limited to the total service fees, excluding managed advertising spend, that Party A actually paid Party B for the Services during the ＿＿ months, or 6 months if no period is agreed, preceding accrual of the claim.
3. This Article shall not be construed to release Party B in advance from liability for willful misconduct or gross negligence.

Article Sixteen　Force Majeure

If a party cannot perform due to force majeure, including natural disaster, war, epidemic, government order, a change in advertising-platform policy or an account suspension not attributable to Party B, or a power or telecommunications outage, that party is excused from performance while the event continues and shall promptly notify the other party. If the event continues for more than 30 days, either party may terminate this Agreement, and refunds shall be handled under Article Fourteen.

Article Seventeen　Notices

Notices shall be delivered to the address, telephone number, or email address stated in this Agreement. A party shall promptly notify the other of any change in contact information. If it fails to do so and a notice cannot be delivered, the notice is deemed delivered when sent to the last contact information provided.

Article Eighteen　Online Contracting and Electronic Signatures

1. This Agreement may be signed online in electronic form. Under the Electronic Signatures Act (電子簽章法), electronic signatures and electronic records accepted by both parties have the same legal effect as signatures and seals on paper.
2. The online contracting process is described below under “Online Contracting Process.” The parties agree that the signing platform's records, timestamps, and related emails constitute evidence of signature and intent.
3. Party A may still choose to execute this Agreement on paper with signatures and seals; its rights are unaffected by choosing an electronic or paper process.

Article Nineteen　Consumer Complaints and Dispute Resolution

1. If Party A is a consumer and has a complaint or dispute concerning the Services, it may contact Party B's customer service by telephone at 04-2391-4106 or email at info@sainso-tech.com. Party B shall appropriately process and respond within 15 days after receipt.
2. If the dispute is not resolved, Party A may submit a complaint to the consumer service center or consumer ombudsman of the special-municipal, county, or city government where Party B or Party A is located, or apply to a consumer dispute mediation commission for mediation.

Article Twenty　Governing Law and Jurisdiction

This Agreement is governed by the laws of the Republic of China. Unless mandatory law provides otherwise, the parties agree that the Taiwan Taichung District Court has jurisdiction as the court of first instance over litigation arising from this Agreement. If Party A is a consumer, this agreement on jurisdiction does not affect Party A's right to bring an action in the court of its domicile under the Consumer Protection Act and the Code of Civil Procedure (民事訴訟法).

Article Twenty-One　Miscellaneous

1. The schedules to this Agreement, including the Statement of Services, Fees and Payment Details, and Online Contracting Process, form part of this Agreement and have the same effect as its main text.
2. If any provision of this Agreement is held invalid, the remaining provisions remain effective.
3. Any matter not addressed by this Agreement shall be handled under the laws of the Republic of China and the principle of good faith.
4. This Agreement is executed in two counterparts, or one electronic copy retained by each party, with each party retaining one counterpart as evidence.

Online Contracting Process

The Company offers online contracting. Under the Electronic Signatures Act, online signing has the same legal effect as signatures and seals on paper. The process is as follows:

1. Confirm services and quotationThe parties confirm the service items, fees, and service period.
2. Send electronic agreementThe Company sends a dedicated online-signing link by email, containing the full Agreement and schedules.
3. Review onlineYou may review or download the Agreement online and receive a review period of no fewer than five days.
4. Sign onlineComplete the electronic signature on the signing page. A business client may upload its seal file. The signature has legal effect under the Electronic Signatures Act.
5. Complete executionAfter the Company applies its seal, the system automatically emails the fully signed PDF to both parties for their records.
6. Begin ServicesThe Services begin on the agreed schedule after signing is complete.

If you prefer signing on paper, you may download the blank agreement above, print and execute it, and return it to the Company.

Signatures

The parties shall sign and affix their seals below—a company shall affix its company and responsible-person seals, while an individual shall sign and affix a seal—or sign electronically through the online process above. This Agreement takes effect when both parties complete signing or sealing.

Schedule One　Statement of Services (Blank)

• Service category (social/advertising/KOL/SEO): ＿＿＿＿＿＿＿＿
• Services and quantities, such as monthly post count: ＿＿＿＿＿＿＿＿
• Advertising platforms and budget: ＿＿＿＿＿＿＿＿
• KPI/reporting frequency: ＿＿＿＿＿＿＿＿

Schedule Two　Fees and Payment Details (Blank)

• Monthly service fee (before tax): ＿＿＿＿　Business tax (5%): ＿＿＿＿　Monthly total including tax: ＿＿＿＿
• Advertising budget (prepaid by Party A and managed by Party B): ＿＿＿＿＿＿　Advertising management fee: ＿＿＿＿
• Payment method and cycle: ＿＿＿＿＿＿＿＿