SaaS Terms of Service

These SaaS Terms of Service (the "Terms") govern access to and use of the software products that Fengming Media Solutions LLC ("Fengming", "we") provides as a hosted service (the "Service"). They apply between Fengming and the business or organization that subscribes to the Service (the "Customer"). The Terms form part of each order form, proposal or subscription agreed between the parties (the "Order Form"). If there is a conflict, the Order Form prevails over these Terms.

The Service is intended exclusively for professional use. By accepting an Order Form, the person signing confirms that they have authority to bind the Customer.

1. Definitions

• Authorized Users: employees, agents and collaborators of the Customer whom the Customer authorizes to use the Service.
• Customer Data: all data, documents, images and other content that the Customer or its Authorized Users upload to or create in the Service, including personal data.
• Documentation: user guides and descriptions of the Service made available by Fengming.
• Instance: the separate environment of the Service assigned to the Customer, with its own data, users and configuration.

2. The Service

2.1. Fengming will provide the Service described in the Order Form in a dedicated Instance for the Customer, managed and hosted by Fengming or its providers.

2.2. Fengming may improve, update and modify the Service, provided that changes do not materially reduce its essential functionality during the current subscription period.

2.3. Optional modules, integrations and professional services (such as onboarding, data migration, custom development or training) are provided only if included in an Order Form.

3. Accounts and access

3.1. The Customer is responsible for its Authorized Users, for assigning roles and permissions, for keeping credentials confidential and for all activity carried out under its accounts.

3.2. The Customer will notify Fengming without undue delay of any unauthorized use of its accounts or any security incident it becomes aware of.

4. Acceptable use

The Customer will not, and will ensure that its Authorized Users do not: (a) use the Service in breach of applicable laws, including data protection, consumer protection, real estate and anti-money laundering regulations; (b) upload content that is unlawful, infringing or harmful, or malicious code; (c) attempt to access other customers' data or bypass security measures; (d) reverse engineer, copy, resell or sublicense the Service except as permitted by law or the Order Form; (e) use the Service to send unsolicited communications in breach of the law; or (f) overload the Service or use it in a way that harms its operation.

5. Third-party services

The Service may integrate with services provided by third parties, such as electronic signature providers, calendars or email services, using accounts held by the Customer. Their use is governed by the terms of those third parties, and Fengming is not responsible for their availability or performance. The Customer authorizes Fengming to exchange Customer Data with those services as needed to provide the integrations the Customer activates.

6. Fees, invoicing and payment

6.1. Fees are set out in the Order Form. Unless otherwise agreed, the Service is billed per active Authorized User, subject to a minimum fee per Customer, for the billing period stated in the Order Form.

6.2. Fees are payable in advance within the period stated on the invoice. Fees are exclusive of taxes, which will be added as applicable.

6.3. If payment is overdue, Fengming may, after notifying the Customer, progressively restrict access to the Service until the amounts due are paid. Restriction or suspension for non-payment does not entail the deletion of Customer Data, which will be kept in accordance with section 12.

6.4. Fengming may update its prices at the end of each subscription period by giving the Customer at least thirty (30) days' notice.

7. Customer Data and data protection

7.1. The Customer retains all rights to Customer Data. The Customer grants Fengming a limited license to host, process, transmit and display Customer Data solely to provide, secure and support the Service.

7.2. The Customer is responsible for the lawfulness of Customer Data and for having a valid legal basis, and providing the necessary information to data subjects, for the personal data it processes through the Service.

7.3. For personal data included in Customer Data, Fengming acts as processor on behalf of the Customer under the Data Processing Addendum, which forms part of these Terms.

7.4. Fengming may use aggregated and anonymized data about the use of the Service, which does not identify the Customer or any individual, to operate and improve the Service.

8. Security, availability and support

8.1. Fengming will implement appropriate technical and organizational measures to protect the Service and Customer Data, as described in the Data Processing Addendum.

8.2. Fengming will use commercially reasonable efforts to keep the Service available, except for scheduled maintenance, emergency maintenance and events beyond its reasonable control. Specific service levels apply only if stated in the Order Form.

8.3. Support is provided by email at support@fengming.media during business hours, unless the Order Form provides for a different level of support.

9. Intellectual property

The Service, the software, the Documentation and all improvements, as well as the Fengming name and brand, are owned by Fengming or its licensors. Except for the right to use the Service during the subscription term, no rights are granted to the Customer. If the Customer provides suggestions or feedback, Fengming may use them freely without obligation.

10. Confidentiality

Each party will keep confidential the non-public information received from the other party that is identified as confidential or should reasonably be understood as such, will use it only to perform the Order Form, and will protect it with at least reasonable care. These obligations survive for three (3) years after termination, and indefinitely for trade secrets and Customer Data.

11. Term and termination

11.1. The subscription starts on the date stated in the Order Form and lasts for the initial term stated therein. Unless otherwise agreed, it renews automatically for successive periods of the same duration unless either party gives notice of non-renewal at least thirty (30) days before the end of the current period.

11.2. Either party may terminate the Order Form if the other party materially breaches it and does not remedy the breach within thirty (30) days of receiving written notice.

11.3. Fengming may suspend access immediately if necessary to prevent a security risk, a serious breach of section 4 or an illegal use of the Service.

12. Data export and deletion

12.1. During the subscription and for thirty (30) days after its end, the Customer may export Customer Data in the formats available in the Service or request a reasonable export from Fengming.

12.2. After that period, Fengming will delete Customer Data from the Service within ninety (90) days, except where retention is required by law. Data in backups will be deleted according to the normal backup rotation cycle.

13. Warranties

13.1. Fengming warrants that the Service will perform materially in accordance with the Documentation. The Customer's exclusive remedy for breach of this warranty is the correction of the non-conformity or, if Fengming cannot correct it within a reasonable time, termination of the affected Order Form and a refund of prepaid fees for the remaining period.

13.2. Except as expressly provided in these Terms, the Service is provided "as is" and Fengming disclaims all other warranties, express or implied, to the maximum extent permitted by law. Fengming does not provide legal, tax or real estate advice, and the Customer is responsible for the documents, contracts and decisions it generates or adopts using the Service.

14. Limitation of liability

14.1. Neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business or goodwill.

14.2. Each party's total aggregate liability arising out of or relating to these Terms and the Order Form will not exceed the fees paid or payable by the Customer in the twelve (12) months preceding the event giving rise to the claim.

14.3. These limitations do not apply to the Customer's payment obligations, to breaches of confidentiality, to a party's indemnification obligations, or to liability that cannot be limited under applicable law.

15. Indemnification

15.1. Fengming will defend the Customer against third-party claims alleging that the Service, as provided by Fengming, infringes their intellectual property rights, and will pay the resulting damages finally awarded, provided that the Customer notifies Fengming promptly and allows Fengming to control the defense.

15.2. The Customer will defend Fengming against third-party claims arising from Customer Data or from the use of the Service in breach of these Terms or the law, and will pay the resulting damages finally awarded.

16. General

16.1. Governing law and jurisdiction. These Terms and each Order Form are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming.

16.2. Assignment. Neither party may assign the Order Form without the other party's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets, with notice to the other party.

16.3. Force majeure. Neither party will be liable for delays or failures caused by events beyond its reasonable control.

16.4. Notices. Notices to Fengming must be sent to legal@fengming.media. Notices to the Customer will be sent to the contact details stated in the Order Form.

16.5. Entire agreement. These Terms, the Data Processing Addendum and the Order Form constitute the entire agreement between the parties regarding the Service. If any provision is held invalid, the remaining provisions will remain in force.

16.6. Changes to these Terms. Fengming may update these Terms by publishing a new version on this page. Changes that materially affect the Customer will apply from the next renewal of its subscription, unless the Customer accepts them earlier or they are required by law.