TERMS OF SERVICE

Last updated on 23 August 2023

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “users”,  “Seller”, “ Buyer”, “Businesses”, “Experts”, “Consultant”, “Consultee”, “Trainer”, “Instructor”, “Teacher”, “Student”, “Trainee”, “Learner”) and Kounselly JSc. (“company”, “we,” “us” or “our”), concerning your access to and use of the https://kounselly.com website, its sub-websites as well as any other media form, media channel, or mobile related, (collectively, the “Site” or “Website”). The Site provides an online marketplace in entrepreneurship and business consulting and training for experts and businesses to connect and support each other for mutual benefits. All of these services are called “Offerings” or “Services”. In order to help make the Site a secure environment for the services, all users are required to accept and comply with these Terms of Service. You agree that by accessing and using the Site, you have read, understood, and agree to be bound by all of these Terms of Service. If you do not agree with all of these Terms of Service, you should discontinue using the Site immediately. By continuing to use the Site, you expressly agree to these Terms of Service. By accessing and using our site, you agree with the following terms and conditions:

1. TERMS OF SERVICE CHANGE AND MODIFICATION

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last updated” Terms of Service on our site, as well as send you an email to brief you about the changes. It is your responsibility to check emails and periodically review these Terms of Service to stay informed of changes and updates. By continuing to use the Site after the date our Terms of Service are revised and posted, you will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service.

2. GOVERNING LAW

These Terms of Service and your use of the Site are governed by and construed in accordance with the laws of Vietnam and applicable international conventions and regulations, without regard to its conflict of law principles.

3. LOCAL LEGISLATION COMPLIANCE

We do not intend to provide and the information and services provided on the Site are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws.

4. AGE TO USE THE SITE

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to register for the Site.

5. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site and the Services are our proprietary property. All source code, applications, databases, functionality, software, website designs (collectively, “Software”), audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the country(ies) where we locate and have representative offices, foreign jurisdictions, and international conventions. The Software, the Content, and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Service, no software of the Site, no part of the Site, and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site “As IS” for the purpose the Site is developed and provided to you, solely for your personal and non-commercial purposes. We reserve all rights not expressly granted to you in and to the Site, the Software, the Content, and the Marks.

6. USER REGISTRATION

You may be required to register with and use the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

7. USER INFORMATION AND REPRESENTATIONS

By accessing and using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and professional competency (if required by the Site) to register as users on our site, either as buyers or sellers, instructors or students and you agree to comply with these Terms of Service; (4) you are not under the age of 18; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose. The illegal or unauthorized purposes including but not limited to the offering, the provision, the propaganda, and the upload or distribution of: (7) your use of the Site will not violate any applicable law or regulation in any country (including our applicable law and regulations, your local law, and international law and regulations). If you provide any information that is untrue, inaccurate, not current, or incomplete, or we discover any acts of violations of our Terms of Service, we have the right to suspend or terminate your account immediately and refuse any and all current or future use of the Site (or any portion thereof). You also agree and confirm that we reserve the right to provide your user information and representations to the authorities, without prior notice and notifications to you, if being requested or as required under our applicable law, or international law and regulations to serve the investigation, tax obligations, and any legally applicable purposes.   By accessing and using the Site, you also understand and agree that we are an intermediary service provider and make no representations as to the safety, effectiveness, adequacy, accuracy, availability, or legality of any of the information contained on the Site or the Services displayed or offered through the Site. You understand and agree that the content of the Site does not contain or constitute representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations, contained within the Site’s content and services. You also understand and agree that we reserve the right to correct any errors, omissions, or misrepresentations as well as change and update information on our Site at any time without prior notice. Even though we apply any possible measures for user and content verification within our power, we cannot ensure its accuracy, effectiveness, and availability, cannot ensure the services meet your expectation, and do not endorse or recommend any offerings and services offered and provided on our Site. You should evaluate the services and content on the Site with your own wisdom to check its validity, effectiveness, and accuracy and always ask the sellers/consultants/experts/instructors for the service availability and offerings before making the purchases or using the Site’s content. You agree that you use the Site at your own risk and hold us harmless from any damages (either direct or indirect, physical or non-physical) that may occur to you and your entity.   

8. PURCHASES AND PAYMENT

All orders made on the Site need to get the sellers’ or our confirmation to proceed. By placing orders, you agree that we or the sellers/instructors reserve the right to cancel or decline your order without providing any reason. The payment on our Site is made through bank transfer or secured third-party payment service providers. By using these third-party payment service providers, you agree that you comply and agree with our and their Terms of Service. You agree to provide current, complete, and accurate purchases and account information for all purchases made on the Site. You further agree to promptly update account and payment information, including email addresses, payment method, and payment card expiration date, so that the third-party service providers can complete your transactions and contact you as needed. You understand and agree to pay any applicable fee charged by the third-party payment service providers (directly or via the Site) to process the payment of your transactions. Sales tax, Value added tax (VAT) may be added to the price of the purchases as required by applicable law. In case the selling price does not mention this, it should be understood as sales tax or VAT is included, unless the Seller or we announce otherwise. However, to ensure the transparency of posted price before you place the orders, we recommend Buyers contact and ask Sellers about this issue. If you place the order without asking the Seller, you understand and accept that you are purchasing without price transparency and will take full responsibility for this (i.e., you will keep us and the Seller harmless from any non-transparency in pricing or your misunderstanding of the posting price. You also understand and agree that we may change prices at any time without prior notice. Price will be listed, and payment will be made in VND if you are a Vietnamese citizen or located in Vietnam and USD for all others. You agree that you will bear any exchange rate and foreign currency exchange fee if applicable and charged by the third-party payment service providers or your bank. By placing orders on the Site, you agree to authorize us to charge your chosen payment provider for the amount of the orders including any applicable tax and fees such as processing fees, foreign currency exchange fees, and/or third-party providers’ fees if applicable. You also understand and agree that we reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. For promotional and limited offers, we reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel the number of orders and quantities purchased per user, per entity, or per order. These restrictions may include without limitations orders placed by or under the same user account, the same payment method, and/or orders that use the same billing address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by inappropriate users, including but not limited to spam orders, orders made by fake accounts or purchasing agents, etc. VAT (Value Added Tax) Invoice Issuance: By placing the order through our Site, the Sellers and Buyers will form a digital contract with each other, in which the Sellers will be the Service Providers for the Buyers. Therefore, the Sellers will have the responsibility to implement the service as promised and described in the order and issue the VAT invoice for the Buyers if they have or support the Buyers with documents for accounting records of the service they bought if required. We – Kounselly, do not provide the service directly to the Buyers but act as the intermediary platform only (except for services that we are the direct Seller on Kounselly Site), hence will not be able to provide the Buyers with the VAT invoice or supporting Buyers with documents for accounting records. As Buyers, if you need a VAT invoice for accounting records, we recommend you contact the Sellers directly before making the purchase to clarify if they can issue the VAT invoice for you or not.

9. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us in writing. As a user of the Site, you agree not to: (1) systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. (2) make any unauthorized use of the Site, including collecting usernames and/or email addresses, phone numbers, or information of users by electronic or other means for the purpose of sending unsolicited email and SMS or creating user accounts by automated means or under false pretenses. (3) use a buying agent or purchasing agent to make purchases on the Site. (4) use the Site to advertise or offer to sell goods and services without our permission. (5) circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein. (6) engage in unauthorized framing of or linking to the Site. (7) trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords, ID, bank account, etc.; (8) make improper use of our support services or submit false reports of abuse or misconduct. (9) engage in any automated use of the system, such as using any data mining, gathering, and extraction tools such as robots, spiders, cheat utilities, scraper or offline readers to access the Site, or using scripts or any illegal software to send comments or messages, or any other similar tools (10) interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site. (11) attempt to impersonate another user or person or use the username of another user. (12) sell or otherwise transfer your profile. (13) use any information obtained from the Site in order to harass, abuse, or harm another person. (14) use the Site and its content as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise. (15) decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site. (16) attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site. (17) harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you. (18) delete the copyright or other proprietary rights notice from any Content. (19) copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code. (20) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site. (21) upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”). (22) disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site. (23) use the Site in a manner inconsistent with any applicable laws or regulations.

10. TRADING OUTSIDE OF THE KOUNSELLY PLATFORM

Any activities or requests to ask or persuade users on our Site to go to other platforms or contact and/or trade services/courses outside of our Site are considered as a serious violation of this Terms of Service. Therefore, you understand and agree that, if this kind of activity is discovered by us, we will have the right to ban your account permanently, deduct from your balance the amount of the directly related transactions that should be made on our Site, and even sue you in eligible court to require you to compensate us for the opportunity cost that we will be lost because of your action.

11. USER-GENERATED CONTRIBUTIONS

The Site may invite you to post a service, a request, or a course, provide reviews and feedback for other users when you participate in transactions of service/course purchases, or invite you to contribute ideas, and content in other forms to us or on the Site, (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites that we have affiliated with (if any). As such, any Contributions you transmit may be treated as non-confidential and non-proprietary (unless they are treated as paid content and only paid users can access them. However even in this case, the contributions will become non-confidential and non-proprietary for relevant paid users). When you create or make available any Contributions, you thereby represent and warrant that: (1) the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party. (2) you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Service. (3) you have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Service. (4) your Contributions are not false, inaccurate, or misleading. (5) your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation. (6) your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us). (7) your Contributions do not ridicule, mock, disparage, intimidate, defame, or abuse anyone. (8) your Contributions do not advocate any violent actions or incite, encourage, or threaten physical harm against another. (9) your contributions do not raise or discuss any political and social matters that are not relevant to our Services (10) your Contributions do not include illegal propaganda activities or support illegal propaganda such as propaganda against the state/party/government, propaganda leading to acts of subversion, and outright aggression and war. (11) your Contributions do not violate the privacy or publicity rights of any third party. (12) your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits, encourages, or uses people under the age of 18 in a sexual or violent manner. (13) your Contributions do not violate any law concerning child pornography or child labor; (14) your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, religion, or physical handicap. (15) your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Service, or any applicable law or regulations. Any use of the Site in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Site.

12. CONTRIBUTION LICENSE

By posting your Contributions to any part of the Site or making Contributions accessible to the Site by linking your account from the Site to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of or incorporate into other works. The use and distribution may occur in any media format and through any media channels. This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions. We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us (e.g. any alleged or actual infringement or misappropriation of any proprietary right) regarding your Contributions. We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions. By submitting suggestions, other feedback regarding the Site, or any contribution, you agree that we can use and share such feedback, suggestions, and contributions for any purpose without compensation to you.

13. COURSE POSTING AND PUBLISHING

1. By uploading your course to sell on our Site, you guarantee that you have a full intellectual property right to upload and sell the course under your name. You guarantee that you do not copy or repost courses of others unless you are allowed to do so by the course owners. You agree that you will take full responsibility and keep us harmless from any copyright infringement report arising from your course and your action. You also agree that, if we receive such a report for your course, your account will be deleted, banned, or locked temporarily or permanently depending on our sole decision. You will bear all the costs that you have to pay for your copyright infringement and/or any legal fees such as court and lawyer fees. You understand and agree that Kounselly will be exempted from any liability and will not be jointly responsible for your infringement report. 2. You also guarantee the authorship and originality of your courses that are posted on our Site. All your courses that are made public elsewhere such as Youtube, Facebook, Vimeo, your personal website, and other digital platforms can only be posted as free courses on our Site. Only courses that are not made public elsewhere can be offered as paid courses. Any violations discovered will be treated at our sole discretion, depending on the severity of the violations, including but not limited to a warning, having the account banned temporarily or permanently.

14. COURSE/SERVICE PURCHASE AND USAGE

As students and buyers, you understand and agree that all the services/ courses published and delivered on our Site are our and our instructors’/sellers’ intellectual property right. By making a course/service purchase, you are granted a license to use the service or study the course for you only (or for a group of you if the services/courses are sold to a group). Any action of distributing the services/courses (either they are paid or free on our Site) to others in any form, either for commercial or non-commercial purposes, is considered a violation of our Terms of Service and intellectual property infringement. We will have the right to report copyright infringement and sue you to an eligible court for compensation of all the opportunity cost that we may be lost because of your action.

15. MARKETING AND SALES ACTIVITIES

You have full ownership and authority over your services/courses and can decide your marketing and sales activities with the support of our Site such as deciding the discount and promotion of your campaign, when to do it and who will benefit from it, etc. However, you also agree to grant us an unconditional, royal-free right and license to make marketing and sales activities on your services/courses. We can decide in our sole discretion to bring any of your services or courses into our marketing campaigns, in which your service/course price will not be the same as your set price. The fee you receive from us for these services/courses will be decided upon a pro-rata basis, on the set rate that we will inform you of, or on the discount price of the campaign, not your set price. And you agree not to ask for any other type of compensation from us for your intellectual property right, for the differences in price, or the like. Our Marketing and Sales activities may include but are not limited to promotion and discount campaigns, grouping courses/services into packages, or selling in a membership plan.

16. GUIDELINES FOR REVIEWS

We may provide you with areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, harassing or abusive,  offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative. (9) your reviews should not include information about illegal propaganda activities such as propaganda against the state/party/government, propaganda leading to acts of subversion, and to outright aggression and war. (10) your reviews should not include content that is prohibited under Clause 10 _ User generated contributions. (11) Your reviews should not include any language, or content that is prohibited by applicable laws and regulations. We may accept, reject, or remove reviews at our sole discretion. However, we have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

17. SOCIAL MEDIA

As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Site, or (2) allowing us to access your Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the Terms of Service that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation your personal information and any friend lists, depending on your account type and privacy right you set on your Third-Party Account and (2) we may submit to and receive from your Third-Party Account additional information when you link your account with the Third-Party Account. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. PLEASE Also NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content.

18. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

19. NON-DISCLOSURE OF INFORMATION

We understand that during your use of our Site, there will be times you have to provide confidential information, including without limitation personal data, company information, financial report, business status, business idea, business model and plan, strategy, compensation system, proposals, your knowledge and experience, consulting advice, etc. Under these Terms of Service, you agree that you will treat the data and information, in any types and forms, provided by other parties to you (including without limitation Sellers and Buyers, Consultants, and Consultees, etc.) during the transactions and activities with you, with high and strict confidentiality during and after those transactions and activities end (i.e. you should keep them confidential forever). You ensure that you will not distribute, or disclose those data and information to any third parties for any purposes, either for personal or commercial gain. You ensure that you will safeguard those data and information carefully and securely, prevent unauthorized access, securely dispose of data, devices and paper records, etc., and apply any reasonable actions within your power to protect the confidentiality of those data and information. As a safety measure, it is also advised that both relevant parties should sign a Non-disclosure agreement before providing confidential data and information to other parties. We set guidelines and regulations on keeping data and information confidential in these Terms of Service and require all users to follow them. Any violations will lead to the termination and suspension of your user account, besides other penalties and actions we may apply to you. Besides, the violated party may take legal action against violating users. You agree that we hold no responsibility and liability in case there is the disclosure of such information. You also agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding the disclosure of your confidential information.

20. THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Service no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases, or transactions you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

21. ADVERTISERS

We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. As an advertiser, you agree that such advertisements are subject to our Digital Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described below, and you understand and agree there will be no refund or other compensation for DMCA takedown-related issues. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

22. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Service; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

23. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy posted on the Site. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Service. Please be advised the Site is run and managed from Vietnam and hosted in Singapore. If you access the Site from other countries with laws or other requirements governing personal data collection, use, or disclosure that differ from our applicable laws, then through your continued use of the Site, you are transferring your data to these countries, and you expressly consent to have your data transferred to and processed in these countries under their law and applicable international law and regulations. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical. We take all reasonable and possible measures in our power to increase the security of the Site to protect your personal data and privacy. However, cyber risks are still present and unavoidable. Therefore, by continuing to use our Site, you agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding the disclosure and leaking of your information.  

24. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY

Copyright infringements and Notifications

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the “Contact Us” form (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material/content addressed in the Notification. Please be advised that pursuant to the law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney. All Notifications should meet the requirements of DMCA and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by the Notification, a representative list of such works on the Site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification

If you believe your own copyrighted material has been removed from the Site as a result of a mistake or misidentification, you may submit a written counter-notification to us using the “Contact Us” form (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Court in which your address is located, or if your address is outside Vietnam, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party’s agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; (6) your physical or electronic signature. If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.

25. TERM AND TERMINATION

These Terms of Service shall remain in full force and effect while you use the Site. Without limiting any other provision of these terms of service, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the site (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these terms of service or of any applicable law or regulation. We may terminate your use or participation in the site or delete your account and any content or information that you posted at any time, without warning, at our sole discretion. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

26. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site. We cannot guarantee the Site will be available at all times. We may experience hardware, software, security vulnerability, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Service will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

27. DISPUTE RESOLUTION

Informal Negotiations

To expedite the resolution of any dispute, controversy, or claim related to these Terms of Service (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating court action. Such informal negotiations commence upon written notice from one Party to the other Party.

Court

The Parties agree that if the Disputes can not be solved through negotiations, they will be brought to and resolved by an authorized court. If for any reason, a Dispute proceeds in court, the Dispute shall be commenced or prosecuted in the country where we locate or have a representative office, and the Parties hereby consent to, and waive all defenses of lack of, personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such courts.

28. DISCLAIMER

The site is provided on an as-is and as-available basis. You agree that your use of the site and our services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the site and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the site’s content or the content of any websites linked to the site and we will assume no liability or responsibility for: (1) any errors, mistakes, or inaccuracies of content and materials, (2) any personal injury or property or financial damage, of any nature whatsoever, resulting from your access to and use of the site, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the site, (5) any bugs, malware, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party, and/or (6) any errors or omissions in any content and materials, or (7) any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the site. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the site, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

29. LIMITATIONS OF LIABILITY

In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the site, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the lesser of the amount paid, if any, by you to us for the directly relevant service (i.e. the exact order that is in the dispute or the subscription fee paid for the period when the cause of action arise, depending on which is more directly relevant).

30. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Service; (4) any breach of your representations and warranties set forth in these Terms of Service; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

31. USER DATA LOSS AND CORRUPTION

We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

32. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, and on the Site, satisfy any legal requirement that such communication is in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to the electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

33. MISCELLANEOUS

These Terms of Service and any policies or operating regulations posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms of Service or use of the Site. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You agree that, by registering and using the Site, the electronic form of these Terms of Service and the lack of original signatures of parties for these Terms of Service remains its validity as it is in the writing form with original signatures. As such, these Terms of Service are enforced and bind your obligations and responsibilities with us.

34. CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding the use of the Site, please contact us through our “Contact Us” Form.