Terms of service for prime commerce software

This Terms of Service Agreement (“Agreement”) sets forth the terms, conditions, and regulations regarding the use of services provided by Prime Commerce Vietnam Co., Ltd. and the Customer or the Legal entity, organization, or enterprise represented by the Customer. To use any services provided by Prime Commerce, the Customer must agree to all terms and conditions of this Agreement; in the event the Customer does not agree with any provision of this Agreement, the Customer shall immediately cease the use of Prime Commerce’s services, and delete and remove all of the Customer’s programs and data from Prime Commerce’s system. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the Service Contracts or any document signed and sealed between the authorized representative of Prime Commerce and the Customer or the organization represented by the Customer, the provisions of such Service Contract shall prevail. Prime Commerce reserves the right to amend or supplement any and all contents of this Agreement at any time without prior notice to or the prior consent of the Customer.

TERM 1: CONTENT

1.1. Prime Commerce is the lawful owner of the services and software described on the website in accordance with current Vietnamese law and does not infringe upon the intellectual property rights of any other organization or individual.

1.2. This website and all of its content, including but not limited to texts, designs, graphics, interfaces, images, and code, are copyrighted by Prime Commerce or a third party licensed to Prime Commerce. Any content on this website, including trademarks, trade names, company or product logos, product designs, etc., is the property of Prime Commerce and is protected under the Intellectual Property Law of Vietnam and relevant statutory documents.

Any act of copying, quoting, modifying, distributing, publishing, circulating, etc., for commercial purposes in any form without the prior written consent of Prime Commerce constitutes an infringement of Prime Commerce’s rights. Prime Commerce reserves the right to demand the user cease such use and claim compensation for damages (if any).

TERM 2: COLLECTION, USE, AND PROTECTION OF CUSTOMER INFORMATION

2.1. Responsibilities:

– In the course of its business operations, if Prime Commerce collects personal information from consumers, it shall ensure compliance with the provisions of Decree No. 72/2013/ND-CP and relevant legal regulations on personal information protection.

– Prime Commerce is responsible for ensuring the security of the collected and stored personal information, preventing unauthorized acts of theft, access, use, modification, or destruction of information.

– Customer personal information confidentiality commitment:

+ Customers’ personal information on primecommerce.asia is committed by Prime Commerce to be kept strictly confidential in accordance with the Company’s personal information protection policy. The collection and use of each customer’s information are performed only with the consent of that customer, unless otherwise prescribed by law.

+ Prime Commerce shall not use, transfer, provide, or disclose a customer’s personal information to any third party without the customer’s permitted consent.

+ In the event that the information storage server is attacked by hackers resulting in the loss of customer personal data, Prime Commerce shall be responsible for notifying the investigating authorities for timely handling and informing the customers thereof. + Strict confidentiality applies to all customers’ online transaction information, including digitalized accounting invoice documents at Prime Commerce’s level-1 secure central data area.

+ The Management Board of Prime Commerce requires individuals, upon becoming Customers of the company, to provide full relevant personal information such as: Full name, contact address, email, identity card number, phone number, account number, payment card number, etc., and be legally responsible for such information. The Management Board of Prime Commerce shall not be responsible for nor resolve any complaints related to the interests of that customer if it deems all personal information provided by that customer upon initial registration to be inaccurate.

2.2. Checking, updating, and adjusting personal information:

– The Customer has the right to request Prime Commerce to check, update, adjust, or cancel their personal information.

– Prime Commerce is obligated to check, update, adjust, or cancel personal information upon request, or provide the data subject with tools to self-check, update, adjust, or cancel their personal information. Customers can access, correct, and update their information on the website by logging in and utilizing the administrative features. Prime Commerce bears absolutely no responsibility regarding the accuracy and legality of the information posted by the Customer on the website.

TERM 3: PRIME COMMERCE’S SERVICES

3.1. Once the Customer has agreed to and complied with the provisions of Vietnamese law and this Agreement, Prime Commerce grants the Customer a non-exclusive, non-transferable, non-assignable right to use Prime Commerce’s services, systems, and infrastructure during the term of this Agreement.

3.2. The services that Prime Commerce may provide to the Customer encompass all services publicly announced by Prime Commerce on the website primecommerce.asia and as amended and supplemented from time to time (“Services”).

3.3. To use Prime Commerce’s Services, the Customer must create an account, register to use the services in accordance with Prime Commerce’s instructions, and make full payment to Prime Commerce.

TERM 4: OPERATION AND MAINTENANCE OF PRIME COMMERCE’S SERVICES

4.1. The website primecommerce.asia is committed to striving to ensure the security and stability of the entire technical system. However, in the event of an incident arising from Prime Commerce’s fault, Prime Commerce will immediately apply measures to guarantee the customers’ rights and interests.

4.2. When conducting transactions on the website primecommerce.asia, customers are strictly required to follow the guided procedures.

4.3. The Management Board of the Prime Commerce website is committed to providing the best service quality for customers. In case of technical errors, software bugs, or other objective errors affecting the customer’s use, the customer shall notify the Website Management Board via email: contact@primecommerce.asia; we will remedy the error as soon as possible to facilitate customers. However, the Prime Commerce Website Management Board shall not be responsible for resolution in the event that customers’ notices do not reach the Management Board, or arise from technical, transmission, or software errors, or other errors not caused by the Management Board.

TERM 5: PROHIBITED CONDUCT

5.1. Abusing the provision and use of Services for the purpose of:

(a) Opposing the Socialist Republic of Vietnam; undermining national security, social order, and safety; sabotaging the great national unity bloc; propagating war or terrorism; inciting hatred or conflicts among ethnicities, races, or religions;

(b) Propagating or inciting violence, obscenity, depravity, crimes, social evils, superstitions, or destroying the nation’s fine customs and traditions;

(d) Distorting, slandering, or insulting the reputation of an organization, or the honor and dignity of an individual;

(e) Advertising, propagating, trading in prohibited goods and services; disseminating prohibited press, literary, artistic, or publishing works;

(f) Impersonating an organization or individual and spreading fake or false information that infringes upon the legitimate rights and interests of organizations or individuals.

5.2. Illegally obstructing the provision and access to lawful information, or the provision and use of lawful services on the Internet by organizations or individuals.

5.3. Illegally obstructing the operation of the Vietnam national domain name system “.vn”, or the lawful operation of Internet service provision equipment systems and information on the network.

5.4. Illegally using the passwords or cryptographic keys of organizations or individuals; private information, personal information, and Internet resources.

5.5. Creating unauthorized links to the lawful domain names of organizations or individuals; creating, installing, spreading malware or computer viruses; illegally infiltrating, taking control of information systems, or establishing attack tools on the Internet.

5.6. Infringing upon the copyright and intellectual property rights of any organization or individual;

5.7. Other prohibited acts under the provisions of Vietnamese law.

TERM 6: CUSTOMER’S USE OF SERVICES

6.1. The Customer is responsible for self-administering and securing the Customer’s login account information to use the Services and shall bear responsibility for all actions performed through this account.

6.2. The Customer represents and warrants that the Customer shall only use the Services for business activities and/or other lawful activities of the Customer itself; and to execute and deploy these activities, the Customer possesses all necessary Licenses as well as requisite approvals from Competent State Authorities in accordance with Vietnamese law.

6.3. The Customer commits and warrants that the Customer will not use the Services to perform any Prohibited Conduct. Should the Customer use the Services to engage in any Prohibited Conduct, Prime Commerce reserves the right to immediately suspend service provision to the Customer, lock the account, freeze all data and information of the Customer hosted at Prime Commerce, and transfer them to the Competent State Authorities for handling in accordance with the law; any service fees paid in advance by the Customer to Prime Commerce shall not be refunded in any form.

6.4. Except for software and applications provided by Prime Commerce to the Customer accompanying Prime Commerce’s Services, the Customer hereby commits and warrants that all software and applications installed or used by the Customer on Prime Commerce’s infrastructure and services possess full copyrights from their Developers or Distributors. In the event that software or applications used by the Customer on Prime Commerce’s system and infrastructure, or connected to Prime Commerce’s infrastructure and services, lack full copyrights, pose potential risks causing system insecurity, and/or upon the request of the copyright owner, Prime Commerce shall have the right to suspend service provision to the Customer without facing penalties or compensating the Customer for any amount.

TERM 7: RESPONSIBILITY FOR CUSTOMER DATA

7.1. The Customer hereby agrees that Prime Commerce is solely a technical platform service provider; all information and data inputted, transmitted, and distributed (hereinafter collectively referred to as ‘Data’) are actively executed by the Customer (via the Customer’s account). Therefore, the Customer hereby represents and warrants that:

(a) The Customer is the lawful owner and/or is legally authorized to use all Data inputted and transmitted through the use of Prime Commerce’s Services.

(b)All Data inputted and transmitted through Prime Commerce’s system and Services shall: (i) not contain contents that violate the law or contravene the fine customs and traditions of Vietnam; (ii) not infringe upon the copyrights or intellectual property rights of any other third party; (iii) not contain computer viruses, worms, and/or harmful software or applications to users, and/or create backdoors against the users’ intent.

(c)In case the Customer uses CDN services, the Customer hereby agrees to grant an irrevocable, geographically unlimited authorization throughout the service usage term for Prime Commerce to transmit and back up the Customer’s Data to other ISPs (Internet Service Providers), and Prime Commerce is sub-authorized to automatically reload the Customer’s Data onto each ISP.

7.2. In the event Prime Commerce detects and/or receives any complaints, warnings, or requests from any third party regarding the use or distribution of Data violating the aforementioned commitments, Prime Commerce shall forward all such complaints, warnings, and requests to the Customer. The Customer commits to receiving and resolving these complaints within a reasonable timeframe and shall take all reasonable measures to ensure Prime Commerce bears no related liabilities. In the event the Customer fails to receive, or receives but fails to resolve, or Prime Commerce has reasonable grounds to believe it is a material breach, Prime Commerce reserves the right to unilaterally suspend the provision of Services to the Customer without prior notice until the complaints are fully resolved. Unless the Customer requests early termination of the Services and complies with Prime Commerce’s suspension regulations, the Customer remains obligated to pay all incurred costs related to the Services during the period the Services are suspended due to the aforementioned complaints.

7.3. Prime Commerce represents and warrants that all Customer Data shall be strictly kept confidential and protected according to Prime Commerce’s published general standards. Prime Commerce shall not provide or disclose the Customer’s Data to any third party except upon the request of a Court, a Competent State Authority, and in accordance with the law; in such case, Prime Commerce shall notify the Customer within a reasonable time upon receiving the notice from the Court or Competent State Authority.

TERM 8: PAYMENT

8.1. Payment between buyer and seller (Customer and Seller)

Step 1: The buyer seeks information about the product on primecommerce.asia.

Step 2: The buyer orders the product and selects a payment method with Prime Commerce.

Step 3: Prime Commerce forwards the order information and user account via email to the Customer.

Step 4: The Customer receives the goods, confirms the completion of delivery, and pays for the order (if the cash-on-delivery method is selected).

8.2. Usage fees:

Software usage fees are calculated by service package or by the number of months of use and are specified in detail in the service pricing section on the website primecommerce.asia.

8.3. Payment methods:

By cash or bank transfer according to the payment information noted in the order.

By bank transfer:

PRIME COMMERCE VIETNAM CO., LTD.

Account number: 101 3838 770

Joint Stock Commercial Bank for Foreign Trade of Vietnam (Vietcombank) — Ho Chi Minh City Branch

By cash:

Address: 84P Nguyen Dinh Chieu, Da Kao Ward, District 1, Ho Chi Minh City

Payment timeframe: The payment timeframe between the two parties will be specifically stipulated in the cooperation agreement mutually agreed upon and signed by both parties.

TERM 9: FORCE MAJEURE

9.1. Within the scope of this Agreement, a Force Majeure Event is understood as any event occurring beyond the predictability and control of a Party, directly affecting the performance of each Party’s obligations under this Agreement, including, but not limited to, any acts of war or other acts of military forces, terrorism, riots, civil commotions, sabotage, acts of vandalism, acts or restrictions of the government or other public authorities, accidents, fires, floods, earthquakes, or other natural disasters or acts of God (but excluding strikes and lockouts causing pressure), computer system failures, viruses, or hackers, provided that such situation or cause does not arise as a result of the negligence and/or lack of responsibility of the affected Party.

9.2. The Party affected by the Force Majeure Event shall be exempted from performing its obligations under this Agreement if and to the extent that the performance of such obligations is prevented by the Force Majeure Event and has taken all necessary measures to mitigate; the Party failing to perform its obligations under this Agreement due to the direct impact of the above Force Majeure Events must immediately notify the other Party in writing about the impact on the responsibility to perform the obligations under this Agreement.

9.3. If the Force Majeure Event lasts for more than ninety (90) cumulative Business Days, each Party has the right to terminate this Agreement without having to compensate the other Party for any amount.

TERM 10: CONFIDENTIALITY

10.1. Within the scope of this Agreement, ‘Confidential Information’ refers to information, documents, and data formed and arising from the process of negotiating, signing, and executing this Agreement, including but not limited to information provided by one Party to the other in the form of text, electronic data messages, or any other form in accordance with the provisions of law and the agreement of both Parties.

10.2. The Party receiving the Confidential Information (‘Receiving Party’) shall not use the Confidential Information of the disclosing Party (‘Disclosing Party’) for any purpose not stated in this Agreement, unless this Agreement permits the disclosure of the Disclosing Party’s Confidential Information to the Receiving Party’s employees, contractors, or company staff who need to know the Confidential Information for the purpose of executing this Agreement; such recipients of information are also obligated to keep the Confidential Information confidential as per the obligations of the Receiving Party. The Receiving Party commits to making efforts to protect the Confidential Information as its own information.

TERM 11: TERM AND TERMINATION

11.1. Term:

This Agreement has a term as stipulated in the Service Contract OR the duration of the service package selected by the Customer.

11.2. This Agreement shall be prematurely terminated upon the occurrence of any of the following events:

(a) The Customer and Prime Commerce mutually agree to prematurely terminate the Contract or Agreement;

(b) The Customer or Prime Commerce is forced to dissolve or go bankrupt by a decision of a Competent State Authority;

(d) A Party breaches any obligations, commitments, representations, or warranties under this Agreement and fails to remedy such breach within five (5) Business Days from the date of receiving notice/request from the other Party.

TERM 12: DATA HANDLING UPON SERVICE TERMINATION

12.1. The Customer is obligated to back up, remove, and delete all of the Customer’s data from Prime Commerce’s system and Services upon terminating the use of Prime Commerce’s Services for any reason.

12.2. The Customer clearly understands and agrees that Prime Commerce has the right (but not the obligation) to delete all of the Customer’s data on Prime Commerce’s system and Services following the termination of Services with the Customer.

TERM 13: GOVERNING LAW AND DISPUTE RESOLUTION

13.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam regarding all matters and aspects related to the Agreement.

13.2. Jurisdiction: The Customer and Prime Commerce agree that in the event of disputes or conflicts that the Customer and Prime Commerce cannot self-resolve through negotiation or mediation, the case or dispute shall be resolved at the competent People’s Court where Prime Commerce registers its head office.

TERM 14: GENERAL PROVISIONS

14.1. Prime Commerce reserves all rights not expressly granted herein.

14.2. Prime Commerce may modify these Terms of Service at any time by posting the revised Terms of Service on this Website. The Customer’s continued use of this Website after such changes have been posted shall constitute the Customer’s acceptance of such revised Terms of Service. The Customer may not assign, sublicense, or transfer any rights granted to the customer hereunder or subcontract any of the Customer’s obligations.

Nothing in these Terms of Service shall constitute a partnership, joint venture, or principal-agent relationship between the Customer and Prime Commerce, or does it authorize the Customer to incur any costs or liabilities.