1. DEFINITIONS
Offer — the terms of this offer to provide the opportunity to publish an online Shop page on the Vietamin Platform, including all applications to it.
Agreement — an agreement between the Shop and Vietamin, concluded on the terms of the Offer.
Shop — a commercial organization, individual entrepreneur or individual who has accepted the terms of the Offer.
Vietamin — Limited Liability Company "VIETAMIN VN", Registration number: 4201949758. Vietamin is the owner of a product information aggregator (Site), on which Shops post information offers for products they own.
The website — vietamin.info and all its subdomains, which are owned and administered by Vietamin.
Customer — an individual using the functionality of the public part of the Platform.
The public part of the Platform — the interface and operating mechanism of the Platform, which includes full functionality for viewing public information in the public domain posted on the Platform.
Products — products owned by the Shop or services provided by the Shop, offers for the sale, creation or provision of which it places on the Platform.
The Platform — an aggregator of information about products — an information system (computer program) hosted on the Platform, which provides Shops with the opportunity to post products for the purpose of information promotion. The Platform functions available to the Shop are determined by Vietamin.
Personal Account (PA) — the Shop’s personal page on the Platform, containing information about the Shop and the products it places.
Activation — a confirmation sent by Vietamin to the Shop about the activation of its Personal Account.
Product card — a collection of information about a product on the Platform, including images of the product, text describing its characteristics, price and terms of sale, as well as information about the Shop and the manufacturer of the product.
Notification — an electronic message sent by Vietamin to the Shop in the personal account, as well as by email.
Email — the email address specified by the Shop when registering on the Platform.
2. SUBJECT OF THE AGREEMENT, ITS CONCLUSION, CHANGE, TERMINATION
2.1. Subject of the Agreement
Vietamin undertakes:
(a) publish the information provided by the Shop on the Platform. The information provided by the Shop must comply with the requirements and publication rules established by Vietamin, as well as the laws of the Socialist Republic of Vietnam.
The Shop undertakes:
(a) provide information for publication on the Platform that meets the requirements and rules for publication established by Vietamin, as well as the laws of the Socialist Republic of Vietnam.
2.2. Conclusion and duration of the Agreement
The Agreement is concluded by sending Vietamin the text of the Agreement (offer) with notification of Activation and any subsequent actions of the Shop in the Personal Account to fulfill the terms of the Agreement (acceptance) within 365 days from the date of Activation (period for acceptance).
The performance by a potential Shop of any actions in the Personal Account before Activation is not considered acceptance. Transactions made by the Parties through actions in the Personal Account are recognized as completed in simple written form. All actions of the Shop in the Personal Account during the period of time during which the Shop is successfully authenticated in the Personal Account have legal significance. The Agreement is recognized as concluded on the date of sending the notification of Activation. The Agreement is concluded for an indefinite period and applies to the relations of its Parties that arose from the date of registration of the Shop on the Platform.
2.3. Refusal of Activation
Vietamin has the right to refuse Activation if the potential Shop has not been verified by the Vietamin security service, including if the potential Shop violates the terms of agreements previously concluded with Vietamin, as well as in other cases. If Vietamin has not notified of Activation, then the Agreement is considered not concluded, and the potential Shop does not become a Shop and has no right to demand recognition of the Agreement as concluded by Vietamin.
2.4. Amendment of the Agreement
Vietamin has the right to unilaterally make changes to the terms of the Agreement:
(a) no later than 14 days before entry into force — on increasing the scope of obligations, reducing the scope of the Shop’s rights;
(b) no later than 7 days before entry into force — about changing the terms of the Regulations to the Agreement;
(c) no later than 1 day before the entry into force:
— on adding or changing services or technical capabilities of the Platform without increasing remuneration;
— about adding or changing services or their costs, which the Shop selects and connects to the Personal Account independently;
— on changing the List of Prohibited Products in order to comply with the requirements of the legislation of the Socialist Republic of Vietnam, as well as in order to protect the life and health of Vietamin Customers or employees;
— on bringing the terms of the Agreement into compliance with changes in the requirements of the legislation of the Socialist Republic of Vietnam.
The Shop is obliged to regularly monitor the personal account and email for changes in the Agreement.
If you disagree with the proposed changes to the Agreement, the Shop is obliged to send Vietamin a request to terminate the Agreement within 7 calendar days from the date of the Notification of Changes. Otherwise, such changes from the date of their entry into force are considered agreed upon by both Parties, are subject to application to the relations between them and become an integral part of the Agreement.
2.5. Termination of an agreement
Any Party may terminate the Agreement out of court by sending a Notice.
The Shop has the right to unilaterally, out of court, refuse to fulfill the Agreement in case of disagreement with changes to the Agreement.
Vietamin has the right to unilaterally, out of court, refuse to fulfill the Agreement by sending a Notification to:
(a) if any of the Representations is found to be untrue, invalid, inaccurate or misleading;
(b) if the Shop commits significant violations of obligations under the Agreement, such as: providing false information about the product, failure to provide information at the request of Vietamin or preventing Vietamin from checking the products and Product Cards for compliance with the requirements of the Agreement, violation of exclusive or other rights of third parties, violation of payment obligations, deterioration of the Shop’s service quality indicators to a critical level; or
(c) in other cases provided for by the legislation of the Socialist Republic of Vietnam or the Treaty.
The termination date will be the last calendar day of the reporting period following the reporting period in which the Notice was sent.
Termination of the Agreement is carried out in the following order:
(a) on the date of notification, Vietamin ceases to provide the Services under the Agreement.
2.6. Third parties
Vietamin has the right to involve third parties in the fulfillment of its obligations under the Agreement and is liable to the Shop for their improper fulfillment of their obligations.
2.7. Concession
The Shop has no right to assign and/or otherwise transfer rights and/or obligations under the Agreement and/or in relation to any product to third parties without the prior consent of Vietamin. Vietamin has the right to assign and/or otherwise transfer its rights under the Agreement and/or in relation to any product to any third parties without the consent of the Shop.
2.8. Entire Agreement
The Agreement contains complete and complete terms and conditions regarding its subject matter and supersedes all previous oral or written agreements between the Parties. Vietamin does not make or assume any other representations, warranties or obligations other than those expressly stated in the Agreement.
2.9. Independence of the provisions of the Treaty
The invalidity of individual provisions of the Agreement does not affect the validity of the remaining provisions of the Agreement and the Agreement as a whole.
2.10. Parts of the Agreement
Appendices to the Agreement and Sections of the Agreement or Appendices and Regulations are an integral part of it.
3. PUBLISHING THE SHOP AND PRODUCT PAGE
3.1. Personal Area
3.1.1. Shop Information
The Shop undertakes to provide Vietamin with current, complete and accurate data about the object of publication for effective placement on the Platform.
3.1.2. The right to deactivate your personal account
Vietamin, with prior Notice, has the right to deactivate the Shop’s account (suspend the provision of Services) under the combination of the following factors:
(a) The Shop has activated two or more personal accounts for one legal entity or individual entrepreneur;
(b) the range of products published in the Public part of the Platform coincides by more than 30% in the Shop’s Personal Account.
Vietamin deactivates all accounts except one at the Shop's discretion. If the Shop does not provide information about the Personal Account that must be left within 1 business day from the date of the Notification, Vietamin leaves activated the Personal Account to which the Agreement with the earliest conclusion date is linked.
3.1.3. Deleting a Personal Account after termination of the Agreement
Upon completion of all actions regarding previously placed orders, Vietamin deletes the Personal Account and all information about the Shop’s products from the Platform without the possibility of restoration.
3.1.4. Actions of Vietamin in LC
Vietamin, represented by employees and other authorized persons, has the right to perform any actions in the Shop’s personal account necessary to test new types of services or functionality of the Platform, as well as resolve requests from the Shop to the Support Service, which the Parties recognize as carried out on behalf of the Shop.
3.2. Product Card
3.2.1. Creating a Product Card
The Shop, through the Personal Account, independently creates a new Product Card or adds its price offer to the existing Product Card.
Only the Shop that created it can make changes to the Card.
3.2.2. Responsibility for the information in the Product Card
The Shop is responsible for the completeness and compliance of the information in the Product Card with the requirements of the legislation of the Socialist Republic of Vietnam and the Treaty.
The Shop is obliged to maintain the relevance and accuracy of the information about the product and its price posted in the Product Cards. If the Shop provides inaccurate information in the Product Card, the Shop assumes any negative consequences resulting from this.
The Shop is prohibited from posting information (including images) on the Product Card:
(a) not directly related to the product and/or its description;
(b) the distribution of which is prohibited under the laws of the Socialist Republic of Vietnam;
(c) for the distribution of which administrative or criminal liability has been established;
(d) containing:
— public calls for terrorist activities or justification of terrorism;
— extremist materials; propaganda or scenes of pornography, violence and cruelty;
— obscene language;
— information discrediting a citizen or certain categories of citizens on various grounds, including attitudes to religion, place of residence, in connection with their political beliefs, as well as other information prohibited by the
User Content Policy.
(e) containing phone numbers, messenger accounts, email addresses, links to third-party Internet resources.
3.2.3. Product Card Processing
In case of violation of the legislation of the Socialist Republic of Vietnam and the terms of the Agreement, Vietamin has the right to check any Product Card (both at the stage of its creation and after posting on the Platform).
In case of insufficiency or non-compliance of the content of the Card with the legislation of the Socialist Republic of Vietnam or the terms of the Agreement, at your choice:
(a) require the Shop to make changes (and the Shop must make them promptly);
(b) independently change the product category, change or supplement the content of the Product Card, including attribute values;
(c) block the Product Card on the Platform.
When checking and making changes to the Product Card, Vietamin has the right to use information from the official websites of manufacturers/official distributors of products.
3.2.4. Using the Product Card
Vietamin has the right, in relation to the Product Card and/or any information blocks included in it:
(a) post them on the Platform together with price offers for similar products from other Shops;
(b) post on the Platform for advertising and marketing purposes;
(c) display badges or other notices intended to inform consumers.
3.3. Product requirements
3.3.1. General requirements for the product
3.3.1.1. Compliance with Platform requirements
The product must comply with the terms of the Agreement, the description in the Product Card and other requirements of Vietamin in the LC in all respects. If the product does not meet any such requirements, Vietamin has the right to refuse to publish the product on the Platform.
3.3.1.2. Rights to the results of intellectual activity (RIA)
For all products, the Shop must obtain the exclusive right or licenses or other necessary consents or have other legal basis for the use of trade names, trademarks, service marks, commercial designations, names, images and/or other protected proprietary rights of third parties in the territory of the Customer’s country. At the request of Vietamin, before or after the start of sales of products, the Shop is obliged to provide copies of documents confirming the right to use RIA in the territory of the Customer’s country.
The Shop guarantees that its provision of relevant documents and information does not violate any agreements with third parties, including regarding the confidentiality of restricted information (information constituting a trade secret, personal data, etc.), as well as the applicable provisions of current legislation Socialist Republic of Vietnam. The Shop agrees that Vietamin may verify the accuracy and validity of the documents provided, including by making appropriate inquiries to the persons who issued such documents, are their signatories, or are indicated in them as contacts/authorized persons. The Shop also guarantees that Vietamin's contact with these persons will not violate their rights and, where provided for by the current legislation of the Socialist Republic of Vietnam, all consents/permits for Vietamin's interaction with them have been obtained.
3.3.1.3. Copyright holder's message
If Vietamin receives a request from the trademark owner regarding a violation of exclusive rights to a product posted by the Shop on the Platform, Vietamin requests from the Shop documents confirming its right to sell such products, and the Shop is obliged to provide documents to Vietamin. Until the documents are provided, Vietamin has the right to block the Shop Card.
After receiving the documents, Vietamin makes a decision on the legality of placing the Shop’s products on the Platform for sale. If the product is legally placed, Vietamin removes the block from the Shop Product Card.
The copyright holder has the right to familiarize himself with the documents provided by the Shop regarding the disputed product, as well as with the list of Shops selling products that express the results of intellectual activity and means of individualization (OIP), to which the copyright holder has exclusive rights, and the Shop gives its consent to such familiarization.
The Shop agrees that Vietamin also has the right to provide its contact information to the relevant copyright holder at the latter’s motivated request in order to contact the Shop for the purpose of pre-trial settlement of the dispute and/or going to court regarding violation of exclusive rights. Vietamin is not responsible for the provision of such data to the copyright holder, their use by the copyright holder and does not participate in further interaction between the Shop and the copyright holder.
3.3.1.4. Provision of documents
The Shop is obliged, within 3 business days from the date of sending the request, to provide Vietamin with certified copies of any requested documents confirming the compliance of the products with the requirements of the applicable legislation of the Socialist Republic of Vietnam and the Treaty.
3.3.2. List of prohibited products
3.3.2.1. General prohibitions
The Shop has no right to place or sell any products that are subject to restrictions or prohibitions in force under the laws of the Socialist Republic of Vietnam.
THIS LIST IS NOT EXHAUSTIVE.
The Shop is obliged to make sure that it does not place products the circulation of which is prohibited by virtue of the legislation of the Socialist Republic of Vietnam.
The Platform prohibits the placement of products that may not be subject to the restrictions and prohibitions established by the legislation of the Socialist Republic of Vietnam, but are nevertheless controversial, including:
(a) means facilitating the commission of illegal acts (for example, master keys, synthetic urine to obtain «clean» test results to determine the fact of drug use);
(b) material that is racially, religiously or ethnically offensive or promotes hatred, violence, racial or religious intolerance;
(c) quizzes, sweepstakes, drawings or contests;
(d) shares, bonds, investment units and other securities;
(e) materials that are pornographic or sexual in nature;
(f) products that do not constitute offers to sell physical products or services, such as digital currency and advertisements for the sole purpose of collecting information about users.
Vietamin, in its sole discretion, reserves the right to impose additional restrictions and prohibitions.
3.3.2.2. Products subject to prohibition or control
3.3.3. List of prohibited services
The Shop does not have the right to offer any services that are subject to restrictions or prohibitions in force under the laws of the Socialist Republic of Vietnam.
THIS LIST IS NOT EXHAUSTIVE.
The Shop must ensure that it does not offer services the provision of which is prohibited by the laws of the Socialist Republic of Vietnam.
Vietamin, in its sole discretion, reserves the right to impose additional restrictions and prohibitions.
List and categories of services in accordance with the conditions of
Section 2 «List of Prohibited Products and Services».
3.4. The price of the product
The Shop independently determines the price of the product and indicates it in the personal account.
3.5. Privacy and personal data
3.5.1. Confidential information
Confidential information — any information that has become known to the Parties in connection with the Agreement, which has commercial value for any of the Parties due to its unknown to third parties, including, but not limited to:
— internal information, trade secrets, personal data,
— know-how, intellectual property,
— information about products, price structure, marketing strategy, commercial opportunities, etc.,
— information about the types and prices of products/services and other payments under the Agreement.
Confidential information under the Agreement may be transferred by the Parties to each other either with or without a confidentiality stamp. The parties may indicate the Confidentiality of the transmitted information in letters, acts of acceptance and transfer of documents, by e-mail, orally or in other ways.
The parties undertake:
1. use Confidential Information only for the purposes of the Agreement;
2. transfer Confidential Information only to those of its employees who need it for the purposes of the Agreement and with whom confidentiality obligations have been signed;
3. not disclose Confidential Information to third parties without the consent of the disclosing Party (except for disclosure to your professional consultants or on the basis of a reasonable request from a government agency);
4. protect the received Confidential Information from unauthorized access by third parties for 3 years after termination of the Agreement.
Confidential information does not include information in the general public domain.
3.5.2. Responsibility for violations in the field of personal data
The Shop is responsible for any possible claims that may arise in connection with its violation of the laws of the Socialist Republic of Vietnam, including due to the Shop’s use of Customers’ personal data for purposes other than those specified in this section, or due to failure to comply with security and confidentiality requirements, and undertakes to compensate Vietamin for documented losses of the latter caused by such violation, including reimbursement of the amounts of possible fines, penalties and compensation that may be presented to Vietamin for payment in court or out of court, within 5 business days from the date of receipt of the corresponding demand from Vietamin.
3.6. Notifications
The Shop confirms its consent to receive any Notifications from Vietamin by email and by phone number specified in the Personal Account, including, but not limited to, information and advertising notices about Vietamin services and products.
4. RESPONSIBILITY
4.1. General provisions
In case of failure or improper fulfillment by the Parties of their obligations under the Agreement, the Parties shall be liable in accordance with the terms of the Agreement, and in the part not regulated by the Agreement — in accordance with the legislation of the Socialist Republic of Vietnam.
4.2. Compensation for damage and loss
The Shop is obliged to compensate Vietamin for any damage caused, including, but not limited to, for any of the following violations:
(a) Violation of the Shop’s obligations under the Agreement, which resulted in damage to Vietamin;
(b) Violation of the obligations set forth in the Section "Confidentiality and Personal Data".
The Shop is obliged to compensate Vietamin for all property losses that Vietamin may incur in the event of civil or administrative liability due to the actions (inaction) of the Shop and/or third parties involved by it. Upon termination of the Agreement, the obligation remains in force in relation to actions (inaction) committed before the date of termination.
Damage and/or losses in accordance with the terms of the Agreement or its Appendices are accrued and paid, including by deduction, on the basis of a request sent to Vietamin in the personal account or by email of the Shop.
4.3. Limitation of liability Vietamin
4.3.1. To the maximum extent permitted by the laws of the Socialist Republic of Vietnam, the Parties agree that:
(a) any claims against Vietamin under or in connection with the Agreement shall be limited to actual damages and shall in no event include lost profits or other consequential damages;
(b) Vietamin shall be released from liability for failure or improper performance of its obligations if the Shop did not notify Vietamin of its claim within 30 days from the date on which the Shop knew or should have known that the basis for such claim had arisen;
(c) Vietamin is not responsible for transactions related to the sale of products to Customers;
(d) The Shop will indemnify Vietamin from any claims and claims of third parties in connection with the products (or otherwise in connection with the Agreement) and will indemnify Vietamin for any property losses and expenses arising in connection with such claims and claims;
(e) Vietamin shall not be liable for failure or improper performance of its obligations if the Shop has provided Vietamin with untrue, incomplete, inaccurate or misleading representations or information;
(f) Vietamin is not responsible for non-performance, delay in performance, improper performance of services due to problems/failures in information systems.
4.3.2. Vietamin is exempt from liability for failure to fulfill or improper fulfillment of its obligations in the event of circumstances that pose a risk of harm to the life and health of Vietamin employees and Partners when they carry out activities in a certain territory (including military operations; counter-terrorism operation; martial law or state of emergency; emergency situation ; maximum response level regime; other special legal regime; riots; unannounced meetings, rallies, demonstrations, marches or pickets; crash of unmanned aerial vehicles or other military or military equipment; restrictions on movement, including blocking of transport infrastructure; and etc.).
After eliminating these circumstances, Vietamin is obliged to resume fulfillment of its obligations, if such fulfillment remains possible.
4.4. Force majeure circumstances
The Parties are not responsible for non-fulfillment or improper fulfillment of obligations under the Agreement if it is caused by extraordinary and unavoidable circumstances (force majeure circumstances), which are confirmed by documents of the competent authorities. If force majeure circumstances continue continuously for more than six months, then either Party has the right to refuse to perform the Agreement without compensating the other Party.
4.5. Other measures of responsibility of the Parties
The Agreement shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam. The parties will make every effort to resolve any disputes and disagreements that arise between them under the Agreement or in connection with it through negotiations. The period for consideration of a claim is 30 calendar days from the date of receipt. Vietamin has the right to request additional information and documents from the Shop. If the requested information is not provided, Vietamin has the right to refuse to consider the claim. Any dispute that has not been resolved through negotiations shall be resolved in the courts of the Socialist Republic of Vietnam.
When considering and resolving claims, as evidence of any actions by the Shop in the Personal Account or actions of the parties to execute the Agreement, the Parties recognize the protocols of the Parties’ actions and the events occurring in connection with this in the Personal Account, which are recorded by technical devices and Vietamin software. Such protocols, including but not limited to: files, electronic protocols, logs, program codes, logs and other information in electronic form.
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