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Steadrun Ops Hosting Agreement · 运营托管协议

Version 2026-09-08 · Draft for review by counsel licensed in Ontario. This is the per-Company agreement a client accepts when Steadrun begins operating one of their projects. It incorporates the Terms of Service. Where this Agreement and the Terms differ, this Agreement governs for the Company named in it. The English text controls; the Chinese text of Sections 3–5 is provided in full because those sections matter most.

中文摘要：您把一个项目交给 Steadrun 运营。公司、品牌、内容、代码、数据、客户、收入、所有账户——全部归您所有；引擎以您的名义、在您授权的范围内行事，法律责任归您；自动运行不排斥您——在任何时刻您都可以介入任何一步，引擎继续跑其余部分。费用：$49/月（可抵分成，是保底不是叠加）+ 引擎带来的收入的 15% + 代投广告花费的 10%；不卖积分、不按任务收费、引擎自己失败的任务不计费；关停当刻停账、终止对账单立即出。随时可停，停了什么都不用迁，因为本来就在您自己的账户里。

Between Steadrun ("Operator") and the client named in the Company Contract ("Client"), for the project identified there (the "Company").

1. Definitions

"Authorization Contract" — the Company's table of actions and tiers (AUTO / DRAFT / NEVER), daily caps and budgets, as the Client sets it from time to time. "Agentic Action" — any action the Services take on the Company's behalf within the Authorization Contract. "Account Page" — the Client's per-Company page at /c/<company>. "Ledger" — the Company's append-only event record. "Evidence" — the verifiable reference attached to every completed task. Other capitalised terms have the meaning given in the Terms of Service.

2. Nature of the relationship

2.1 Operator provides the Services as a tool and, when it acts, as the Client's agent acting on the Client's instructions recorded in the Authorization Contract. Operator is not the Client's partner, joint venturer, employee, fiduciary, professional adviser or merchant of record, and acquires no interest in the Company.

2.2 Software performing Agentic Actions is an electronic agent of the Client within the meaning of Ontario's Electronic Commerce Act, 2000 and comparable laws. Agentic Actions taken within the Authorization Contract are attributed to the Client.

2.3 Operator's duties are to run the Services for the Company with reasonable care within the Authorization Contract, to be transparent (Section 8), and never to exceed the Client's caps, budgets or tiers.

3. Ownership · 所有权

3.1 Everything of the Company belongs to the Client. As between the parties, the Client owns the Company and all of its assets, whether existing before this Agreement or created through the Services: its name, brand and marks; all content, media, code, websites and pages; proposals, replies and other communications; all data — leads, customers, messages, metrics, transactions, ledgers; and every account, domain, repository, hosting project and payment-catalog object created for it. Operator claims no ownership, no licence beyond Section 3.3, and no equity.

3.2 Operator owns only the engine — the Services' software, orchestration, prompts, templates, documentation and the Steadrun marks. Templates incorporated into the Company's outputs are licensed to the Client perpetually for the Company's use.

3.3 The Client grants Operator a limited, non-exclusive, revocable licence to process the Company's inputs, outputs and data solely to operate the Services for the Company as the Client directs. Operator will not use them to train or fine-tune AI models and will not disclose them except to the subprocessors listed in the Terms and as required by law.

3.4 Accounts stay in the Client's name. Every Connected Service is the Client's own account. Operator holds only scoped tokens, per Company, in a restricted directory, and deletes them on termination. Operator never opens accounts, enters payment credentials or gives first OAuth consent for the Client.

3 所有权（中文全文）

3.1 属于公司的一切都归客户所有。 双方之间，客户拥有公司及其全部资产，无论是在本协议之前既有的还是通过服务创建的：公司名称、品牌与标志；全部内容、媒体、代码、网站与页面；提案、回信及其他沟通；全部数据——线索、客户、消息、指标、交易、账本；以及为公司创建的每一个账户、域名、仓库、托管项目与收款目录对象。运营方不主张任何所有权、不主张第 3.3 条之外的任何许可、不持有任何股权。

3.2 运营方只拥有引擎——服务的软件、编排、提示词、模板、文档与 Steadrun 商标。并入公司产出的模板永久许可客户为公司使用。

3.3 客户授予运营方一项有限、非排他、可撤销的许可，仅为按客户指示为公司运行服务而处理公司的输入、产出与数据。运营方不将其用于训练或微调 AI 模型，除《服务条款》列明的子处理者及法律要求外不向任何人披露。

3.4 账户始终在客户名下。 每一个连接服务都是客户自己的账户。运营方只按公司持有受限令牌，存于受限目录，终止时删除。运营方从不替客户开户、录入支付凭证或进行首次 OAuth 同意。

4. Responsibility · 责任

4.1 The Client bears full legal responsibility for the Company and for everything done in its name within the Authorization Contract: the lawfulness of its business; the accuracy of the Company Contract; content published; messages sent; offers, prices and sales; compliance with platform policies, consumer-protection, anti-spam (CASL and equivalents), privacy, copyright and tax law; notices owed to the Company's own customers and visitors (terms, privacy, AI disclosure); decisions on DRAFT items; and actions the Client sets to AUTO.

4.2 The Client is the merchant of record for every sale. Funds go directly to the Client's processor account; Operator never holds them. Refunds, chargebacks, payouts and tax are the Client's.

4.3 Operator is responsible for running the Services within the Authorization Contract with reasonable care and for the transparency obligations in Section 8. Operator is not responsible for the consequences of Agentic Actions taken within the Authorization Contract, for the accuracy of AI outputs the Client chose to publish or rely on, or for third-party platforms.

4.4 Operator will never: issue refunds; withdraw or transfer funds; sign contracts; give regulated advice; exceed the Client's daily budgets or caps; act outside the Authorization Contract.

4 责任（中文全文）

4.1 客户承担全部法律责任——对公司以及在授权契约范围内以公司名义所做的一切：业务的合法性；公司契约的准确性；发布的内容；发出的消息；报价、价格与销售；对平台规则、消费者保护、反垃圾邮件（CASL 及同类法律）、隐私、版权与税务法律的遵守；对公司自己的客户与访客应尽的告知（条款、隐私、AI 披露）；对 DRAFT 事项的决定；以及客户设为 AUTO 的动作。

4.2 客户是每一笔销售的商户记录方。款项直接进入客户自己的支付处理账户，运营方从不经手。退款、拒付、提现与税务归客户。

4.3 运营方负责在授权契约范围内以合理注意运行服务，并履行第 8 条的透明义务。运营方不对授权契约范围内代理动作的后果、客户选择发布或依赖的 AI 产出的准确性、或第三方平台负责。

4.4 运营方永远不会：退款；提现或转账；签合同；提供受监管的建议；超出客户的日预算或上限；在授权契约之外行事。

5. Automation and intervention are not opposites · 自动运行与介入不矛盾

5.1 Automation by default. On activation the Services run the Company on their schedule — nightly planning, hourly execution, morning and weekly reports — performing AUTO actions without per-execution approval and holding DRAFT actions for the Client's click. This is the Client's prior general approval, not a surrender of control.

5.2 Standing right to intervene. At any moment during automated operation the Client may intervene at any step, without stopping the Company:

(a) See every role, every chain step, every output and its Evidence, every fee, and the Ledger;

(b) Approve, cancel or defer any task, including one the Services queued themselves;

(c) Change any action's tier or daily cap;

(d) Switch a delivery chain to step-by-step approval, or back to automatic;

(e) Instruct the decision agent in writing; it reads instructions at its next planning cycle;

(f) Pause, freeze or shut down the Company;

(g) Revoke any credential;

(h) Export all Company data.

5.3 Effect. Interventions take effect immediately for actions not yet started. A step in flight completes; if the Client has paused, frozen or shut down the Company its result is discarded and nothing further is derived from it. The Services keep operating everything the Client did not intervene in.

5.4 Record. Every intervention is recorded in the Ledger with the Client as actor and is visible to both parties.

5.5 Supervision. The intervention right is the Client's means of supervising its electronic agent. The Services do what the Authorization Contract permits until the Client changes it; the absence of an intervention is not a defect.

5 自动运行与介入不矛盾（中文全文）

5.1 默认自动。 开户后，服务按其节奏运行公司——夜间规划、每小时执行、晨报与周报——AUTO 动作无需逐次批准，DRAFT 动作等客户点一次。这是客户事先的概括授权，不是放弃控制。

5.2 持续的介入权。 在自动运行的任何时刻，客户都可以介入任何一步，而无需停止公司：(a) 看见每个岗位、每条链的每一步、每个产出及其证据、每一笔费用与账本；(b) 批准、取消或推迟任一任务，包括服务自己排上的；(c) 修改任一动作的档位或日上限；(d) 把某条交付链切成逐步批准，或切回自动；(e) 书面指示决策代理，它在下一次规划时读取；(f) 暂停、冻结或关停公司；(g) 撤销任一凭据；(h) 导出全部公司数据。

5.3 效力。 介入对尚未开始的动作立即生效。正在执行的一步会完成；若客户已暂停、冻结或关停公司，其结果作废、不再派生后续。服务继续运行客户没有介入的其余部分。

5.4 记录。 每一次介入都以客户为行为人记入账本，双方可见。

5.5 监督。 介入权是客户监督其电子代理的手段。在客户改变授权契约之前，服务按其允许的范围行事；没有介入不构成服务缺陷。

6. Authorization Contract

6.1 The Authorization Contract is the complete list of what the Services may do automatically (AUTO), what needs the Client's click (DRAFT) and what they may never do (NEVER). Unregistered actions are NEVER.

6.2 At onboarding all outward and spending actions are DRAFT (Schedule A). The Client may loosen or tighten any tier at any time through the Account Page, the console or in writing; changes are logged and take effect immediately.

6.3 Daily caps and budgets are hard limits; the Services defer rather than exceed them.

7. Client accounts and access

7.1 The Client provides, in its own name, the accounts the Company needs and grants scoped tokens. 7.2 Operator uses tokens only within the Authorization Contract and stores them per Company in a restricted directory, never in logs, reports or the Ledger. 7.3 The Client may revoke any token at any time; doing so stops the affected actions.

8. Transparency, reports and evidence

8.1 The Account Page shows, at all times, the Company's stage and gate progress; every role and what it has done; every delivery chain step with its state, time and Evidence; pending approvals; finances and every fee; the Authorization Contract; the Client's instructions; and the Ledger.

8.2 Operator delivers a morning brief daily and a board review weekly. 8.3 Every completed task carries Evidence; a task without Evidence is treated as failed. 8.4 The Ledger is append-only; neither party edits or deletes entries.

9. Fees · 费用

9.1 Ops hosting: USD $49 per month per Company, billed in advance via Stripe.

9.2 Revenue share: 15% of revenue attributable to the Services (payments through links, offers or channels the Services created or operate, identified by attribution metadata), computed from the Client's own payment records, itemised transaction by transaction in the Ledger, invoiced monthly. Revenue from the Client's own channels is never shared. No revenue, no share.

9.3 Advertising platform fee: 10% of advertising spend the Services manage, invoiced monthly; the spend itself is paid by the Client to the advertising platform from the Client's own account.

9.4 The monthly fee is credited against fees. In each month the fees under 9.2 and 9.3 are reduced by the ops hosting fee already paid for that month, so the monthly fee is a floor, not a stack: if the month's fees do not exceed the monthly fee nothing further is due; only the excess is invoiced. The credit is shown as a line on every statement.

9.5 No credits, no per-task charges. The Services are never billed by task, run, token or credit. Tasks that fail, are cancelled or are discarded after an intervention produce no charge; the Services' own API and infrastructure costs are borne by Operator and listed on each statement under "not billed" for transparency. Correcting the Services' output never costs the Client anything.

9.6 Billing stops the instant a Company is shut down. On shutdown the Services issue a final statement covering the period up to that moment; no fee accrues after it. Pausing or freezing does not end the Agreement: revenue that continues to arrive through links the Services created remains attributable under 9.2.

9.7 Internal Companies: where the Client operates its own projects, fees may be recorded for reporting without being charged, as the Company Contract states.

9.8 Late payment: 7-day grace, then suspension; no interest.

9 费用（中文全文）

9.1 运营托管：每家公司每月 49 美元，经 Stripe 预付。

9.2 收益分成：可归因于服务的收入的 15%——经服务创建或运营的链接、报价或渠道收到的、带归因元数据的付款——按客户自己的支付记录逐笔计算、逐笔记入账本、按月开票。客户自有渠道的收入永不分成。没有收入不分成。

9.3 广告平台费：服务代投的广告花费的 10%，按月开票；花费本身由客户从自己的账户付给广告平台。

9.4 月费可抵分成。 每月 9.2 与 9.3 的费用先扣除该月已付的月费——月费是保底不是叠加：当月费用不超过月费则不再收取，超出部分才开票。抵扣在每张对账单上单列一行。

9.5 不卖积分、不按任务收费。 服务永不按任务、按次、按 token 或按积分计费。失败、取消或因介入而作废的任务不产生任何费用；服务自身的 API 与基础设施成本由运营方承担，并在每张对账单的"不计费"段列明。纠正服务的产出永远不花客户的钱。

9.6 关停当刻停账。 关停时服务立即出具截至该刻的终止对账单，此后不再产生任何费用。暂停或冻结不终止本协议：经服务创建的链接持续进来的收入仍按 9.2 归因。

9.7 自营公司：客户运营自己项目的，费用可只记账不收取，以公司契约为准。

9.8 逾期：7 天宽限，随后暂停；不计利息。

10. Data, privacy and confidentiality

10.1 Company data is the Client's (Section 3). Operator processes it under the Privacy Policy and this Agreement. 10.2 Each party keeps the other's non-public information confidential and uses it only for this Agreement. 10.3 Operator provides a complete export of the Company's records on request and for 30 days after termination; exports never contain credentials.

11. Term and termination

11.1 Monthly, renewing automatically. 11.2 The Client may pause, freeze or shut down the Company at any time from the Account Page; either party may terminate this Agreement on 7 days' written notice; Operator may suspend immediately for non-payment, breach or legal risk. 11.3 On termination Operator stops all scheduled operations, issues the final statement under 9.6, deletes its tokens, and provides the export in 10.3. All accounts, resources, content and data remain in the Client's accounts, unaffected; no migration is required.

12. Warranties, liability and indemnity

As in the Terms of Service: the Services are provided "as is"; Operator's aggregate liability is capped at the greater of the fees paid for the Company in the prior 12 months or CAD $1,000; neither party is liable for indirect or consequential loss; the Client indemnifies Operator for claims arising from the Company's business and Agentic Actions taken within the Authorization Contract, except to the extent caused by Operator's breach.

13. Governing law

Ontario law and the federal laws of Canada; courts of Ontario in Toronto; 30 days of good-faith negotiation first; arbitration under the ADR Institute of Canada by mutual written agreement.

14. Acceptance

By replying "I agree" / "同意" to the onboarding email, by activating the Company on the Account Page, or by paying the first monthly fee — whichever comes first — the Client accepts this Agreement for the Company named in it. Operator records the acceptance (date, channel, reference) in the Ledger.

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Schedule A — Default tiers at onboarding

Schedule B — The intervention ladder