Master Service Agreement (MSA)
This Master Service Agreement (MSA or "Agreement") is entered into between the Routin platform operator ("we", "us", or "Service Provider") and the enterprise customer ("you", "your", or "Customer").
1. Agreement Overview
1.1 Purpose
This Agreement establishes the foundational framework for a long-term partnership between the parties and sets forth the basic terms and conditions for using Routin AI platform services. Specific service engagements will be detailed in separate Statements of Work (SOW).
1.2 Agreement Hierarchy
This agreement system consists of the following documents (priority from high to low):
- Statement of Work (SOW)
- Master Service Agreement (MSA)
- Service Level Agreement (SLA)
- Terms of Service
- Privacy Policy
1.3 Scope
This Agreement applies to:
- API interface services
- Enterprise-level features (organization management, project management, etc.)
- Technical support services
- Consulting and training services (if applicable)
2. Service Description
2.1 Core Services
We provide the following core services to customers:
2.1.1 AI API Aggregation Services
- Unified interface access to multiple AI providers (OpenAI, Anthropic, Google, etc.)
- OpenAI-compatible API format
- Support for chat completions, embeddings, image generation, audio processing, etc.
- Load balancing and automatic failover
2.1.2 Enterprise Management Features
- Organization management: Multi-level organizational structure
- Project management: Independent project spaces and quota management
- Member management: Role and permission control
- API key management: Secure key generation and management
2.1.3 Data Analytics and Monitoring
- Real-time usage statistics
- Cost analysis and forecasting
- Performance monitoring
- Custom reports
2.1.4 Security and Compliance
- Data encryption (transmission and storage)
- Access control and audit logs
- GDPR/CCPA compliance
- Enterprise-level authentication
2.2 Professional Services (Optional)
Subject to SOW, we may provide:
- Technical integration support
- Custom development
- Technical training
- Dedicated customer success manager
- Priority technical support
2.3 Service Exclusions
This Agreement does not include:
- Development and training of third-party AI models
- Development of customer applications
- Management of customer infrastructure
- Custom requirements beyond SOW scope
3. Service Term and Renewal
3.1 Initial Term
- Standard service term: 1 year (from SOW execution date)
- Other terms may be negotiated based on customer needs
3.2 Automatic Renewal
Unless either party provides written notice of non-renewal 30 days prior to term expiration, the Agreement will automatically renew for successive 1-year terms.
3.3 Early Termination
Either party may terminate the Agreement early under the following circumstances:
- Material breach by the other party
- Bankruptcy or liquidation proceedings of the other party
- Mutual written agreement to terminate
- 90 days written notice (subject to early termination fees)
4. Billing and Payment
4.1 Billing Models
We offer the following billing models:
4.1.1 Pay-as-You-Go
- Billed based on actual API token consumption
- Prices per official price list
- Monthly billing cycle
4.1.2 Prepaid Packages
- Purchase fixed quota in advance
- Enjoy discount benefits
- Typical validity: 1 year
4.1.3 Enterprise Custom
- Fixed monthly fee + overage pay-as-you-go
- Committed usage discounts
- Annual contract discounts
4.2 Price Adjustments
- Price changes require 60 days advance notice
- Prices may be adjusted upon renewal
- Prices locked during annual contract term
4.3 Payment Terms
- Payment cycle: Monthly/Quarterly/Annual (per SOW)
- Payment methods: Bank transfer, Alipay, WeChat Pay, Credit Card
- Payment deadline: Within 30 days of invoice receipt
- Late payment: 0.05% daily late fee
4.4 Invoices
- We will provide compliant VAT invoices
- Invoice requests must be submitted within the consumption month
- Invoices issued within 15 business days of request
4.5 Disputes
Billing disputes must be raised within 15 days of receiving the bill, otherwise deemed accepted.
5. Intellectual Property
5.1 Service Ownership
Routin platform and related intellectual property (including but not limited to software, documentation, trademarks, patents) are owned by us.
5.2 Customer Data Ownership
Customer retains complete ownership of uploaded data. Customer grants us a license to process such data to the extent necessary to provide the services.
5.3 Usage License
We grant Customer a non-exclusive, non-transferable license to use the services during the Agreement term.
5.4 Feedback and Suggestions
Product feedback and improvement suggestions provided by Customer may be freely used by us without payment or obligation.
5.5 Brand Usage
Neither party may use the other party's trademarks, logos, or brands without written consent.
6. Data Protection and Privacy
6.1 Data Processing
- We act as data processor, Customer is data controller
- We process data only per Customer instructions
- Processing activities comply with applicable data protection laws
6.2 Data Security Measures
- Transmission encryption: TLS 1.3
- Storage encryption: AES-256
- Access control: Role-based permission management
- Security audits: Regular security assessments
6.3 Data Storage Location
- Default data center: [Specific Location]
- Optional other geographic regions (additional charges apply)
- Comply with data localization requirements
6.4 Data Retention
- Active data: Retained during Agreement validity
- Log data: Retained for 90 days (customizable)
- Audit data: Retained for 180 days
- Backup data: Retained for 30 days
6.5 Data Deletion
Upon Agreement termination:
- Customer has 30 days to export data
- After 30 days, we will securely delete all customer data
- Data deletion certificate available upon request (additional charge)
6.6 Data Breach Notification
In the event of a data breach, we will notify Customer within 72 hours of discovery.
6.7 Sub-processors
We use the following types of sub-processors:
- Cloud infrastructure providers
- Third-party AI model providers
- Payment processors
- Email service providers
Complete sub-processor list available on our website.
7. Confidentiality
7.1 Confidentiality Obligation
Both parties agree to keep confidential information obtained from the other party confidential, including but not limited to:
- Business plans and strategies
- Technical information and data
- Customer information
- Pricing information
- Agreement content
7.2 Confidentiality Period
Confidentiality obligations continue for 5 years from disclosure date, or until information is no longer confidential (whichever comes first).
7.3 Exceptions
The following information is not subject to confidentiality restrictions:
- Publicly available information
- Information lawfully possessed by recipient
- Independently developed information
- Information required to be disclosed by law (with advance notice)
8. Representations and Warranties
8.1 Our Warranties
We warrant that:
- We have legal right to provide the services
- Services comply with standards described in SLA
- We comply with applicable laws and regulations
- We do not infringe third-party intellectual property rights
8.2 Customer Warranties
Customer warrants that:
- Customer has legal right to use the services
- Customer complies with Terms of Service and applicable laws
- Provided data does not infringe others' rights
- Timely payment of service fees
8.3 Disclaimer
Except as expressly stated, services are provided "as is", and we provide no other express or implied warranties, including:
- Warranties of merchantability
- Warranties of fitness for particular purpose
- Warranties of non-infringement
9. Limitation of Liability
9.1 Liability Cap
Our total liability to Customer shall not exceed the total fees paid by Customer in the 12 months preceding the event.
9.2 Indirect Damages Disclaimer
To the maximum extent permitted by law, we are not liable for:
- Indirect, incidental, or consequential damages
- Loss of profits or revenue
- Business interruption losses
- Data loss (except backed up data)
- Loss of goodwill
9.3 Liability Allocation
- Third-party AI provider issues: No liability
- Customer violation usage: No liability
- Force majeure events: No liability
- Customer network/equipment issues: No liability
9.4 Liability Limitation Exceptions
The following liabilities are not limited:
- Intellectual property infringement liability
- Data breach liability (due to our negligence)
- Intentional misconduct or gross negligence
- Liability that cannot be limited by law
10. Compliance and Audit
10.1 Legal Compliance
Both parties shall comply with all applicable laws and regulations, including but not limited to:
- Data protection laws (GDPR, CCPA, etc.)
- Anti-money laundering regulations
- Export control regulations
- Industry-specific regulations
10.2 Audit Rights
Customer has the right to audit our security and compliance measures upon reasonable notice:
- Maximum once per year (enterprise customers)
- Requires 30 days advance booking
- Conducted during normal business hours
- Costs borne by Customer
10.3 Compliance Reports
We can provide the following compliance certifications (per SOW):
- SOC 2 Type II reports
- ISO 27001 certification
- Penetration testing reports
- Third-party security assessments
11. Force Majeure
11.1 Definition
Force majeure events include but are not limited to:
- Natural disasters (earthquakes, floods, typhoons, etc.)
- War, terrorist attacks
- Government actions or policy changes
- Major cyber attacks
- Pandemics or public health events
- Public infrastructure failures
11.2 Liability Exemption
Delays or failures to perform due to force majeure, the affected party bears no liability.
11.3 Notice Obligation
The affected party shall promptly notify the other party and provide supporting documentation.
11.4 Mitigation Obligation
The affected party shall make reasonable efforts to minimize the impact of force majeure.
12. General Provisions
12.1 Entire Agreement
This Agreement and related documents constitute the entire agreement between the parties, superseding all prior oral or written agreements.
12.2 Amendments
Agreement amendments require mutual written consent.
12.3 Severability
If any provision of the Agreement is invalid, it does not affect the validity of other provisions.
12.4 Waiver
Failure by either party to exercise a right does not constitute waiver of that right.
12.5 Assignment
Neither party may assign this Agreement without the other party's written consent.
12.6 Notices
All formal notices shall be sent in writing to the parties' designated addresses.
12.7 Language
This Agreement is executed in Chinese and English. In case of conflict, Chinese version prevails.
12.8 Governing Law
This Agreement is governed by the laws of the People's Republic of China.
12.9 Dispute Resolution
- First resolved through amicable negotiation
- If negotiation fails, submit to arbitration
- Arbitration venue: [City]
- Arbitration institution: [Arbitration Commission]
13. Special Provisions
13.1 Government Customers
If Customer is a government agency or state-owned enterprise, additional terms may apply:
- Special procurement requirements
- Localization requirements
- Data sovereignty requirements
- Security review requirements
13.2 Financial Industry Customers
Financial industry customers must comply with:
- Banking and Insurance Regulatory Commission regulations
- Data cross-border transfer restrictions
- Level 3 or higher security requirements
- Regular security assessments
13.3 Healthcare Industry Customers
Healthcare industry customers must comply with:
- Patient privacy protection regulations
- Healthcare data security standards
- Compliance audit requirements
13.4 Education Industry Customers
Education industry customers must comply with:
- Student data protection requirements
- Content security review
- Cybersecurity level protection
14. SOW Management
14.1 SOW Execution
Each specific project requires a separate SOW, including:
- Specific service content and scope
- Service term
- Pricing and payment terms
- Delivery standards
- Acceptance criteria
- Special provisions
14.2 SOW Changes
SOW changes require mutual written consent and execution of a change order.
14.3 Multiple SOWs
Customer may have multiple active SOWs simultaneously, each managed independently.
Sales and Business
- Email: token@routin.ai
- Phone: +86 400-XXX-XXXX
- Address: [Company Address]
Technical Support
- Email: token@routin.ai
- Enterprise Hotline: [Hotline Number]
- 7×24 support (enterprise customers)
Legal and Compliance
Agreement Version: v1.0
Effective Date: 2024-01-01
Scope: Enterprise Customers
This Agreement is executed in duplicate, with each party holding one copy, effective from the date signed by authorized representatives of both parties and affixed with official seals.
Service Provider: Routin Platform Operating Company
Authorized Signature: _______________
Date: _______________
Customer: _______________
Authorized Signature: _______________
Date: _______________
