1. DEFINITIONS
Public Offer Agreement — the terms of this offer for providing the opportunity to publish an online Business Profile page on the Vietamin Platform, including all its annexes.
Agreement — an agreement between the Business Profile and Vietamin, concluded under the terms of the Public Offer Agreement.
Business Profile — a commercial organization, individual entrepreneur, or natural person who has accepted the terms of the Public Offer Agreement.
Vietamin — Limited Liability Company «VIETAMIN VN», Registration Number: 4201949758. Vietamin is the owner of the information aggregation platform (the Website), where Business Profiles post informational offers for their goods and services.
Website — vietamin.com and all its subdomains, which are owned and administered by Vietamin.
Client — a natural person using the functionality of the public part of the Platform.
Public Part of the Platform — the interface and mechanism of the Platform, including full functionality for accessing publicly available information posted on the Platform.
Offers — goods owned by the Business Profile or services provided by the Business Profile, which they post on the Platform for sale, creation, or provision.
Platform — an information aggregation system (computer program) hosted on the Platform, allowing Business Profiles to list goods and services for informational promotion. The functions of the Platform available to the Business Profile are determined by Vietamin.
Personal Account (PA) — a personal page of the Business Profile on the Platform, containing information about the Business Profile and the goods and services they list.
Activation — confirmation sent by Vietamin to the Business Profile regarding the activation of their PA.
Offer Card — a set of information about a product/service on the Platform, including product/service images, a text description, prices, terms of sale, or service provision, as well as information about the Business Profile.
Notification — an electronic message sent by Vietamin to the Business Profile in the PA and to the Email.
Email — the email address provided by the Business Profile during registration on the Platform.
2. SUBJECT OF THE AGREEMENT, ITS CONCLUSION, AMENDMENT, TERMINATION
2.1. Subject of the Agreement
Vietamin undertakes to:
(a) publish the information provided by the Business Profile on the Platform. The information provided by the Business Profile must comply with the publication requirements and rules established by Vietamin, as well as the legislation of the Socialist Republic of Vietnam.
The Business Profile undertakes to:
(a) provide for publication on the Platform information that meets the publication requirements and rules established by Vietamin, as well as the legislation of the Socialist Republic of Vietnam.
2.2. Conclusion and Term of the Agreement
The Agreement is concluded by Vietamin sending the text of the Agreement (Public Offer Agreement) with a Notification of Activation and any subsequent actions taken by the Business Profile in the Personal Account to fulfill the conditions of the Agreement (acceptance) within 365 days from the date of Activation (acceptance period).
Any actions performed by a potential Business Profile in the Personal Account before Activation are not considered acceptance. Transactions made by the Parties through actions in the Personal Account are deemed executed in simple written form. All actions of the Business Profile in the Personal Account during the period of successful authentication in the Personal Account have legal significance. The Agreement is considered concluded on the date of sending the Notification of Activation. The Agreement is concluded for an indefinite period and applies to the relations of the Parties arising from the date of registration of the Business Profile on the Platform.
2.3. Refusal of Activation
Vietamin has the right to refuse Activation if the potential Business Profile has not passed the security check conducted by Vietamin, including in cases where the potential Business Profile has violated the terms of agreements previously concluded with Vietamin, as well as in other cases. If Vietamin has not notified about Activation, the Agreement is considered not concluded, and the potential Business Profile does not become a Business Profile 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 amend the terms of the Agreement:
(a) no later than 14 days before taking effect — for increasing obligations, reducing rights of the Business Profile;
(b) no later than 7 days before taking effect — for changes in the Regulations to the Agreement;
(c) no later than 1 day before taking effect:
— for adding or changing services or technical capabilities of the Platform without increasing the fee;
— for adding or changing services or their costs, which the Business Profile selects and connects independently in the Personal Account;
— for changes in the List of Prohibited Goods to comply with the legislation of the Socialist Republic of Vietnam and to protect the life and health of Clients or Vietamin employees;
— for bringing the terms of the Agreement in line with changes in the legislation of the Socialist Republic of Vietnam.
The Business Profile is obliged to regularly check the Personal Account and email for changes in the Agreement.
If the Business Profile disagrees with the proposed changes to the Agreement, they must send Vietamin a request for termination of the Agreement within 7 calendar days from the date of the Notification of Changes. Otherwise, such changes are considered agreed by both Parties from the effective date, apply to their relations, and become an integral part of the Agreement.
2.5. Termination of the Agreement
Either Party may terminate the Agreement out of court by sending a Notification.
The Business Profile has the right to unilaterally refuse to perform the Agreement in case of disagreement with the amendments to the Agreement.
Vietamin has the right to unilaterally refuse to perform the Agreement by sending a Notification:
(a) if any of the Representations is found to be false, invalid, inaccurate, or misleading;
(b) if the Business Profile commits significant violations of its obligations under the Agreement, such as: providing false information about a product/service, failing to provide information upon request by Vietamin, obstructing Vietamin in verifying offers and Offer Cards for compliance with the Agreement, violating exclusive or other rights of third parties, violating payment obligations, degrading the quality indicators of the Business Profile's service to a critical level; or
(c) in other cases provided by the legislation of the Socialist Republic of Vietnam or the Agreement.
The termination date will be the last calendar day of the reporting period following the reporting period in which the Notification was sent.
Termination of the Agreement is carried out as follows:
(a) on the date of notification, Vietamin ceases to provide Services under the Agreement.
2.6. Third Parties
Vietamin has the right to engage third parties to fulfill its obligations under the Agreement and is responsible to the Business Profile for their improper performance.
2.7. Assignment
The Business Profile is not entitled to assign and/or transfer in any way rights and/or obligations under the Agreement and/or in relation to any product or service to third parties without the prior consent of Vietamin. Vietamin has the right to assign and/or transfer in any way its rights under the Agreement and/or in relation to any product or service to any third parties without the consent of the Business Profile.
2.8. Entire Agreement
The Agreement contains complete and exhaustive terms regarding its subject matter and replaces all previous oral or written agreements between the Parties. Vietamin does not give or assume any other representations, warranties, or obligations except those expressly stipulated in the Agreement.
2.9. Independence of Agreement Provisions
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. BUSINESS PROFILE PAGE AND OFFER PUBLICATION
3.1. Personal Account
3.1.1. Business Profile Information
The Business Profile is obliged to provide Vietamin with up-to-date, complete, and accurate data about the publication object for effective placement on the Platform.
3.1.2. Right to Deactivate the Personal Account
Vietamin, with prior Notification, has the right to deactivate the Business Profile's Personal Account (suspend the provision of Services) if the following factors occur simultaneously:
(a) The Business Profile has activated two or more Personal Accounts for one legal entity or individual entrepreneur;
(b) The assortment of goods and services published in the Public part of the Platform in the Business Profile's Personal Account overlaps by more than 30%.
Vietamin will deactivate all but one Personal Account, chosen by the Business Profile. If the Business Profile does not provide information about which Personal Account should remain active within 1 business day from the date of Notification, Vietamin will keep the Personal Account associated with the Contract with the earliest conclusion date active.
3.1.3. Deletion of the Personal Account After Contract Termination
Upon completion of all actions related to previously placed orders, Vietamin deletes the Personal Account and all information about the Business Profile's goods and services from the Platform without the possibility of recovery.
3.1.4. Vietamin Actions in the Personal Account
Vietamin, through employees and other authorized persons, has the right to perform any actions in the Business Profile's Personal Account necessary for testing new types of services or Platform functionality, as well as for addressing the Business Profile's requests to the Support Service, which the Parties recognize as performed on behalf of the Business Profile.
3.2. Offer Card
3.2.1. Creating an Offer Card
The Business Profile independently creates a new Offer Card or adds its price offer to an existing Offer Card through the Personal Account.
Only the Business Profile that created the Offer Card can make changes to it.
3.2.2. Responsibility for Offer Card Information
The Business Profile is responsible for the completeness and compliance of the information in the Offer Card with the requirements of the laws of the Socialist Republic of Vietnam and the Contract.
The Business Profile must maintain the relevance and accuracy of the information posted in the Offer Cards about the product or service and its price. If the Business Profile provides false information in the Offer Card, it assumes all negative consequences resulting from it.
The Business Profile is prohibited from placing the following information (including images) in the Offer Card:
(a) Information unrelated to the product/service and/or its description;
(b) Information whose distribution is prohibited under the laws of the Socialist Republic of Vietnam;
(c) Information for which administrative or criminal liability is established;
(d) Content containing:
— Public calls for terrorist activities or justification of terrorism;
— Extremist materials; propaganda or scenes of pornography, violence, and cruelty;
— Obscene language;
— Information defaming individuals or groups based on various attributes, including religion, place of residence, political beliefs, as well as other information prohibited by the
User Content Policy.
(e) Content containing phone numbers, messenger accounts, email addresses, or links to external websites.
3.2.3. Offer Card Processing
If the laws of the Socialist Republic of Vietnam or the Contract's conditions are violated, Vietamin has the right to check any Offer Card (both at the stage of its creation and after placement on the Platform).
If the content of the Offer Card is insufficient or does not comply with the laws of the Socialist Republic of Vietnam or the terms of the Contract, Vietamin may at its discretion:
(a) Require modifications by the Business Profile (which the Business Profile must promptly make);
(b) Independently change the offer category, edit or supplement the Offer Card content, including attribute values;
(c) Block the Offer Card on the Platform.
When reviewing and making changes to the Offer Card, Vietamin has the right to use information from official manufacturer/distributor websites.
3.2.4. Use of the Offer Card
Vietamin has the right to:
(a) Display Offer Cards on the Platform alongside price offers from other Business Profiles for similar offers;
(b) Use Offer Cards for advertising and marketing purposes on the Platform;
(c) Add badges or other labels intended to inform consumers.
3.3. Offer Requirements
3.3.1. General Offer Requirements
3.3.1.1. Compliance with Platform Requirements
The offer must comply with the terms of the Agreement, the description in the Offer Card, and other Vietamin requirements in the Personal Account in all respects. If the offer does not meet any such requirements, Vietamin reserves the right to refuse its publication on the Platform.
3.3.1.2. Intellectual Property Rights (IPR)
For all offers, the Business Profile must obtain exclusive rights, licenses, or other necessary consents, or have another legal basis for using trade names, trademarks, service marks, commercial designations, names, images, and/or other protected IPR of third parties in the Client’s country. Upon Vietamin’s request, before or after the offer is launched, the Business Profile must provide copies of documents confirming the right to use the IPR in the Client’s country.
The Business Profile guarantees that providing such documents and information does not violate any agreements with third parties, including confidentiality agreements related to restricted-access information (trade secrets, personal data, etc.), as well as applicable provisions of the current legislation of the Socialist Republic of Vietnam. The Business Profile agrees that Vietamin may verify the authenticity and validity of the provided documents, including by making relevant inquiries to the entities that issued the documents, are signatories, or are listed as contacts/authorized persons. The Business Profile also guarantees that Vietamin’s inquiries to these entities will not violate their rights and that, where required by the legislation of the Socialist Republic of Vietnam, all necessary consents/permissions for Vietamin’s interactions with them have been obtained.
3.3.1.3. Rights Holder’s Complaint
If Vietamin receives a complaint from a trademark rights holder regarding an infringement of exclusive rights related to an offer posted by the Business Profile on the Platform, Vietamin will request documents from the Business Profile confirming its right to offer such a product, and the Business Profile is obligated to provide these documents to Vietamin. Until the documents are provided, Vietamin reserves the right to block the Business Profile’s Offer Card.
After reviewing the documents, Vietamin will decide on the legality of the Business Profile’s offer placement on the Platform. If the offer is deemed legitimate, Vietamin will remove the block from the Business Profile’s Offer Card.
The rights holder has the right to review the documents provided by the Business Profile regarding the disputed offer, as well as a list of Business Profiles selling offers that include intellectual property and means of individualization (IPM) to which the rights holder has exclusive rights. The Business Profile agrees to such review.
The Business Profile agrees that Vietamin may also provide its contact details to the relevant rights holder upon a substantiated request to facilitate pre-litigation dispute resolution and/or legal action regarding exclusive rights infringement. Vietamin bears no responsibility for providing such data to the rights holder, its use by the rights holder, and does not participate in further interactions between the Business Profile and the rights holder.
3.3.1.4. Document Submission
The Business Profile is required to provide Vietamin with certified copies of any requested documents within 3 business days from the date of the request to confirm the offer’s compliance with the applicable legislation of the Socialist Republic of Vietnam and the Agreement.
3.3.2. List of Prohibited Offers
3.3.2.1. General Prohibitions
The Business Profile is not allowed to post or sell any products that are subject to restrictions or prohibitions under the legislation of the Socialist Republic of Vietnam.
THIS LIST IS NOT EXHAUSTIVE.
The Business Profile must ensure that it does not post products whose circulation is prohibited under the legislation of the Socialist Republic of Vietnam.
Offers that may not be explicitly restricted or prohibited by Vietnamese law but are still controversial are also prohibited on the Platform, including:
(a) tools facilitating unlawful activities (e.g., lock picks, synthetic urine for falsifying drug tests);
(b) materials that are offensive in racial, religious, or ethnic contexts or that promote hatred, violence, or intolerance;
(c) quizzes, lotteries, sweepstakes, or contests;
(d) shares, bonds, investment funds, and other securities;
(e) pornographic or sexually explicit materials;
(f) items that do not constitute an offer for the sale of physical goods or services, such as digital currency and ads solely intended for collecting user information.
Vietamin, at its sole discretion, reserves the right to impose additional restrictions and prohibitions.
3.3.2.2. Prohibited or Regulated Goods
3.3.3. List of Prohibited Services
The Business Profile is not allowed to post any services that are subject to restrictions or prohibitions under the legislation of the Socialist Republic of Vietnam.
THIS LIST IS NOT EXHAUSTIVE.
The Business Profile must ensure that it does not post services whose provision is prohibited under the legislation of the Socialist Republic of Vietnam.
Vietamin, at its sole discretion, reserves the right to impose additional restrictions and prohibitions.
A list and categories of services as per the terms of
Section 2 «List of Prohibited Goods and Services».
3.4. Offer Price
The Business Profile independently determines the offer price and specifies it in the Personal Account.
3.5. Confidentiality and Personal Data
3.5.1. Confidential Information
Confidential Information refers to any information known to the Parties in connection with the Agreement that has commercial value due to its confidentiality, including but not limited to:
— internal information, trade secrets, personal data;
— know-how, intellectual property;
— product information, pricing structures, marketing strategies, commercial opportunities, etc.;
— information about product/service types, prices, and other payments under the Agreement.
Confidential Information may be exchanged under the Agreement with or without confidentiality markings. The Parties may indicate confidentiality in letters, document transfer acts, emails, verbally, or otherwise.
The Parties undertake to:
1. Use Confidential Information only for Agreement purposes;
2. Share Confidential Information only with employees who need it for Agreement purposes and are bound by confidentiality obligations;
3. Not disclose Confidential Information to third parties without the disclosing Party’s consent (except for professional advisors or legitimate governmental requests);
4. Protect Confidential Information from unauthorized access for 3 years after Agreement termination.
Information that is publicly available does not qualify as Confidential Information.
3.5.2. Liability for Personal Data Violations
The Business Profile is responsible for any claims that may arise due to violations of the legislation of the Socialist Republic of Vietnam, including but not limited to the use of Clients' personal data for purposes other than those specified in this section or failure to comply with security and confidentiality requirements. The Business Profile agrees to compensate Vietamin for documented losses incurred due to such violations, including reimbursement of any fines, penalties, and compensations that may be imposed on Vietamin through judicial or extrajudicial proceedings, within 5 business days from the date of receiving the corresponding request from Vietamin.
3.6. Notifications
The Business Profile confirms its consent to receive from Vietamin any Notifications via email and phone number specified in the Personal Account, including, but not limited to, informational and advertising notifications about Vietamin services and products.
4. LIABILITY
4.1. General Provisions
In case of non-fulfillment or improper fulfillment of their obligations under the Agreement, the Parties shall be liable in accordance with the terms of the Agreement, and in matters not regulated by the Agreement – in accordance with the legislation of the Socialist Republic of Vietnam.
4.2. Compensation for Damages and Losses
The Business Profile is obliged to compensate Vietamin for any damage caused, including but not limited to, any of the following violations:
(a) Breach of the Business Profile's obligations stipulated in the Agreement, which resulted in damage to Vietamin;
(b) Violation of obligations established in the «Confidentiality and Personal Data» section.
The Business Profile is obliged to compensate Vietamin for all material losses that may arise for Vietamin in the event of civil or administrative liability due to the actions (or inactions) of the Business Profile and/or third parties engaged by it. Upon termination of the Agreement, this obligation remains in force for actions (or inactions) committed before termination.
Damages and/or losses under the Agreement or its Appendices are calculated and paid, including by deduction, based on a claim sent by Vietamin to the Business Profile's Personal Account or email.
4.3. Limitation of Vietamin's Liability
4.3.1. To the maximum extent permitted by the legislation of the Socialist Republic of Vietnam, the Parties have agreed that:
(a) any claims against Vietamin under or in connection with the Agreement are limited to the compensation of actual damages and under no circumstances include lost profits or other indirect damages;
(b) Vietamin is exempt from liability for non-performance or improper performance of its obligations if the Business Profile has not notified Vietamin of its claim within 30 days from the moment the Business Profile became aware or should have become aware of the grounds for such a claim;
(c) Vietamin is not liable for transactions related to the sale of goods to Clients;
(d) The Business Profile shall indemnify Vietamin against any claims and demands of third parties in connection with the offer (or otherwise in connection with the Agreement) and compensate Vietamin for any material losses and expenses incurred in connection with such claims and demands;
(e) Vietamin is not liable for non-performance or improper performance of its obligations if the Business Profile has provided Vietamin with false, incomplete, inaccurate, or misleading representations or information;
(f) Vietamin is not responsible for non-performance, delays in performance, or improper performance of services due to malfunctions or failures in information systems.
4.3.2. Vietamin is exempt from liability for non-performance or improper performance of its obligations in the event of circumstances that pose a risk to the life and health of Vietamin's employees and Partners while conducting their activities in a specific territory (including military actions; counter-terrorist operations; martial law or emergency situations; maximum response level regime; other special legal regimes; mass riots; unauthorized gatherings, rallies, demonstrations, marches, or picketing; the fall of unmanned aerial vehicles or other military equipment; restrictions on movement, including the blocking of transport infrastructure, etc.).
After the elimination of such circumstances, Vietamin is obliged to resume the fulfillment of its obligations if such fulfillment remains possible.
4.4. Force Majeure
The Parties are not liable for non-performance or improper performance of obligations under the Agreement if caused by extraordinary and unavoidable circumstances (force majeure), confirmed by documents from competent authorities. If force majeure circumstances persist for more than six months, either Party has the right to terminate the Agreement without compensation for damages to the other Party.
4.5. Other Liability Measures of the Parties
The Agreement is governed by and interpreted in accordance with the legislation of the Socialist Republic of Vietnam. The Parties shall make every effort to resolve any disputes and disagreements arising between them under or in connection with the Agreement through negotiations. The claim review period is 30 calendar days from the date of receipt. Vietamin has the right to request additional information and documents from the Business Profile. 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 a court of the Socialist Republic of Vietnam.
When reviewing and resolving claims, as evidence of any actions taken by the Business Profile in the Personal Account or actions of the Parties in the execution of the Agreement, the Parties recognize the logs of actions of the Parties and related events in the Personal Account, recorded by Vietamin's technical devices and software. Such logs include but are not limited to: files, electronic protocols, journals, software codes, logs, and other electronic information.
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