Terms & Conditions
Last updated
Last updated
The New Seller Referral Program for Tools is an additional service for Registered Sellers of one of ’s products (“Seller” or “You”). Accordingly, the Seller provides new referral services in accordance with these Terms and Conditions and/or the program that 1ManBiz announces from time to time and at the same time 1ManBiz will pay the Commission Fee to the Seller (“Program”). Sellers participating in the Program are collectively referred to as “Referrers”.
These Terms and Conditions together with the Terms of Service and other 1ManBiz Policies and any other terms and documents referenced herein, as may be amended, supplemented or replaced from time to time (collectively referred to as the “Terms and Conditions”) are entered into between You and 1ManBiz, and govern the provision of the Program and Your access to the software.
You are deemed to have accepted these Terms and Conditions by registering to participate in the Program. 1ManBiz may change these Terms and Conditions at 1ManBiz's sole discretion in accordance with Clause 5.3 of the Terms and Conditions.
1.1. "Withdrawable" means the accumulated Commission Fee has been approved by 1ManBiz and is available for payment to the Referrer.
1.2. “Referral Media” means all media, including but not limited to websites, mobile applications, as well as newsletters, secondary Referrals within the Referrer’s system, Referrer-owned or affiliated media registered with the Program by the Referrer and approved by 1ManBiz.
1.3. "Referral Code" is a code customized by the Referrer in the software.
1.4. "Successful Transaction" means the completion of a sale and/or purchase transaction for a Product between a Buyer and a Seller on the software under the 1ManBiz Terms of Service as a result of the Buyer paying for the software service with the Referral Code placed on the New User Referral Facility, excluding return and refund transactions under the 1ManBiz Policy, and such Buyer:
(a) Is not a buyer created by electronic means or systems, such as robots, computer software or other automated, simulated or fraudulent methods intended to make such Buyer appear or appear to be a real individual;
(b) Do not use pre-filled information fields;
(c) Fill in all necessary information for Successful Transaction within the time limit specified by 1ManBiz; and
(d) Not subsequently judged by 1ManBiz to be a user who transacted with dishonest intent, did not satisfy the Program's conditions, or whose user account belongs to or is related to another user account that already exists on 1ManBiz.
1.5. "Successful Transaction Value" means the total monthly value of Successful Transactions generated through the Referral Code placed on the New Referral Platform. Successful Transaction Value is calculated as the total value of Successful Transactions in a calendar month, excluding any discounts, shipping fees, vouchers, and other forms of deductions (e.g. 1ManBiz Xu).
1.6. "Software" means any software operated by 1ManBiz
1.7. "Product" means any service package posted by 1ManBiz on the software for sale to Buyers.
1.8. “Prohibited Content” means any content or posting that violates 1ManBiz policies.
1.9. "Term" has the meaning set forth in Section 7.1.
1.10. "Terms of Service" means the terms governing the use of the software, including but not limited to any guidelines or regulations adopted or updated by 1ManBiz from time to time.
1.11. "Territory" means the territory where the 1ManBiz legal entity using the new person referral service is located.
1.12. “User” means any validly registered user of the software, including both a buyer (“Buyer”) and a seller (“Seller”).
1.13. "Commission Fee" means the fees that 1ManBiz will pay to the Referrer in a month, including the Base Commission Fee and Bonus Commission Fee (if any).
1.14. "Base Commission Fee" means the commission paid by 1ManBiz to the Referrer on a monthly basis for each Successful Transaction based on the Commission Rate (as defined below).
1.15. "Reward Commission" means the additional commission paid to the Referrer, determined in accordance with the detailed terms and conditions of the particular New Referral Program in which the Referrer has signed up.
2.1. Registration information. For the purpose of registering for the Program, the Referrer shall provide any information requested by 1ManBiz and shall ensure that such information is true, accurate, and complete. Any provision of false or inaccurate information to 1ManBiz shall be grounds for 1ManBiz to unilaterally terminate the partnership or contract and/or agreement (if any) with the Referrer. Accordingly, the Referrer shall be solely responsible, including legal liability, for any issues arising in connection with the provision of such false information. 1ManBiz shall have the sole discretion to accept or reject the Referrer's registration, and such acceptance or rejection may be without reason.
2.2. Limited License. If a Referrer is accepted into the Program, during the term of these Terms and Conditions, 1ManBiz grants to the Referrer the right to display the Referral Code on its Referral Media at its expense, and this right is granted on a non-exclusive, non-transferable, revocable basis by 1ManBiz, and is solely for the purpose of the Referrer's participation in the Program. The Referrer shall not, without the prior written consent of 1ManBiz, modify or alter or create derivative works of the Referral Code or any intellectual property rights of 1ManBiz. Except as expressly provided in these Terms and Conditions, nothing in these Terms and Conditions shall be construed to grant the Referrer any right to use any intellectual property rights of 1ManBiz.
2.3. Program Participation Requirements. The Referral Media must be publicly available and accessible through the information provided in the Referrer's Program application. The Referrer will not be eligible to participate, and 1ManBiz may cancel the Referrer's participation in the Program, if the Referral Media contains any Prohibited Content or other content that 1ManBiz deems inappropriate.
(a) New referral media may include social media channels and websites (including, but not limited to, websites/blogs, Facebook, Instagram, Pinterest and Twitter) with the approval of 1ManBiz ("Approved Social Media").
(b) Referrers include (i) non-business individuals, and (ii) business individuals, business households, and domestic enterprises legally registered and established in accordance with the provisions of Vietnamese law. Accordingly, Referrers (ii) must be individuals or organizations registered in the advertising industry within the scope of the Referrer's activities.
(c) If the Referrer or a relative of the Referrer is an Employee of 1ManBiz (“Restricted Entity”), the Referrer will not be entitled to receive any Commissions incurred during this period.
3.1. Commission Rate. Commission Rate ranges from 0% to 20% depending on the Referrer's settings.
3.2. How the Referral Commission Fee is Calculated. The Referral Commission Fee for any given month will be calculated based on the Successful Transaction Value multiplied by the Commission Rate. All Referral Commission Fees paid to, and received by, the Referrer, are exclusive of value added tax.
3.3. How the Referral Bonus is Calculated. The Referral Bonus for any given month will be calculated based on the detailed terms and conditions of the specific Referral Program that the Referrer has signed up to participate in. The Referral Bonus paid to, and received by, the Referrer is exclusive of value added tax.
3.4. Minimum Payment
(a) The Commission Fee paid to the Referrer will be added to the Referrer's 1ManBiz Account Balance on a monthly basis.
(b) 1ManBiz will pay into the Referrer's Bank Account periodically every month with a minimum payment of VND 100,000 for Referrers who are individuals (not business individuals), Referrers who are enterprises, business households, business individuals, including but not limited to the case where the Referrer's 1ManBiz account is locked by 1ManBiz
(c) In the event that the Referrer does not provide Tax Registration Information to the Program, the Referrer's Commission Fee Information provided on 1ManBiz will be given priority for payment and tax declaration of Commission Fees arising from the Program on a quarterly basis.
(d) If the Referrer's Account Balance falls below the Minimum Payout Level for a given period, 1ManBiz reserves the right to suspend payment of the relevant amount to the Referrer until the payment period in which the Referrer's Account Balance reaches the Minimum Payout Level.
(e) 1ManBiz may deduct the Commission Fee already added to the Referrer's 1ManBiz Account Balance in the event that 1ManBiz discovers that the Referrer is a Restricted Person.
3.5. Payment.
(a) Payment time:
From the 1st to the 10th of the following month after receiving the Referrer's Commission withdrawal request. The Commission calculated by 1ManBiz is final.
(b) Payment Documents:
Provided that the Referrer complies with these Agreements, payment of the Commission Fee to the Referrer shall only be made after 1ManBiz has received complete payment documentation from the Referrer (“Payment Document”). For this purpose, the Payment Document shall include:
(i) If the Referrer is a business, business household, or individual business: valid invoice, other payment information and documents as required by 1ManBiz.
(ii) If the Referrer is an individual (not a business individual): payment information, vouchers, documents for tax declaration, including but not limited to full name, ID card, personal income tax code and other information as required by 1ManBiz.
(c) In the event that the Referrer has a number of Successful Transactions determined to be in violation of 1ManBiz's regulations, policies and/or these Terms and Conditions of 20% or more compared to the total number of Successful Transactions during the reconciliation period, 1ManBiz will not pay the Commission Fee of that month to the Referrer.
(d) In the event that the Referrer has a number of Successful Transactions determined to be in violation of 1ManBiz's regulations, policies, and/or these Terms and Conditions that is lower than 20% of the total number of Successful Transactions during the reconciliation period, 1ManBiz will only pay the Commission Fee to the Referrer based on Successful Orders that do not violate 1ManBiz's regulations, policies, and/or these Terms and Conditions.
(e) In the event that the Referrer has a number of Successful Transactions determined to be in violation of 1ManBiz's regulations, policies, and/or these Terms and Conditions that is lower than 20% of the total number of Successful Transactions during the reconciliation period, 1ManBiz will only pay the Commission Fee to the Referrer based on Successful Orders that do not violate 1ManBiz's regulations, policies, and/or these Terms and Conditions.
(f) In the event that after the verification and inspection period, 1ManBiz determines that the number of Successful Transactions with delayed payment as stipulated in points (c) and (d) above does not violate the regulations, policies of 1ManBiz, and or these Terms and Conditions, 1ManBiz will pay the Commission Fee for these Successful Orders in the next payment period.
3.6. Taxes
(a) For Referrers who are individuals (not business individuals):
(i) The Referrer shall be responsible for declaring and paying all taxes, fees and charges related to these Terms and Conditions (including but not limited to personal income tax under Vietnamese law). If relevant laws require 1ManBiz to deduct any tax from amounts payable to the Referrer, 1ManBiz shall deduct the tax payable and provide the Referrer with documentation proving the tax deduction/payment.
(ii) Referral Payments will be subject to Personal Income Tax (PIT) deduction, as prescribed by the State. The current tax rate applicable under Circular 111/2013/TT-BTC of the Ministry of Finance is 10% for income over VND2 million (VND2,000,000). Payments below VND2 million (VND2,000,000) will be exempt from PIT.
(b) For Referrers who are business individuals or business households:
The Referrer shall be responsible for taxes (including but not limited to Personal Income Tax, Value Added Tax, and other taxes in accordance with the law…) in Vietnam related to the Service Fee and other revenues arising from participating in the Program under this Agreement. If 1ManBiz is required to deduct any tax from the amounts payable to the Referrer under the law of Vietnam, 1ManBiz will deduct the tax amount from the Commission Fee and amounts payable to the Referrer and provide the Referrer with documents proving the tax deduction/payment.
(c) For Referrers who are businesses:
1ManBiz shall be liable for Value Added Tax in Vietnam on Commission Fees and other amounts arising from participation in the Program. If the Referrer is based outside of Vietnam, the Referrer shall be responsible for any corporate income taxes in Vietnam related to the Commission Fees and other amounts arising from participation in the Program under this Agreement. If 1ManBiz is required to withhold any tax from amounts payable to the Referrer under Vietnamese law, 1ManBiz shall deduct the tax amount from the Commission Fees and amounts payable to the Referrer and provide the Referrer with documentation evidencing the withholding/payment of tax.
3.7. Refunds. 1ManBiz will not pay any Commission Fee and reserves the right (at 1ManBiz's sole discretion) to offset or make refunds to 1ManBiz for previously paid transactions (including requiring the Referrer to refund to 1ManBiz any previously paid transactions). Such transactions include, but are not limited to:
(a) transactions that do not meet the conditions to be considered a Successful Transaction
(b) fraudulent transactions detected manually or through 1ManBiz's systems;
(c) transactions conducted through collusion on the basis of the Seller being related to the Referrer or the Referrer purchasing the Product through the Referral Code;
(d) the transaction is canceled, incomplete, returned or refunded according to 1ManBiz's policy;
(e) purchases of software for resale purposes;
(f) the transaction is made through a Referral Code placed on a New User Referral Medium that contains any Prohibited Content; and
(g) transactions involving any Restricted Entity.
For the above purpose, the Referrer hereby unconditionally and irrevocably authorizes 1ManBiz to freeze and/or set off the Seller's 1ManBiz Account Balance and/or any amounts held by 1ManBiz on behalf of or payable to the Referrer until the Referrer has fully reimbursed the Service Fees and/or any other fees that 1ManBiz is required to collect from the Referrer from time to time.
3.8. Refusal to Pay
(a) For Referrers who are individuals (not business individuals): 1ManBiz reserves the right to refuse to pay the Commission Fee to the Referrer if after 06 (six) months from the time the Commission Fee arises, the Referrer does not provide or does not fully provide Payment Documents to 1ManBiz, 1ManBiz will notify the Referrer via email (which the Referrer provided to 1ManBiz when registering to participate in the Program) about this refusal to pay. For clarity, the Referrer's failure to provide or not fully providing Payment Documents will constitute the Referrer's agreement to terminate the cooperation under this Agreement on the end of the sixth month from the time 1ManBiz sends the results of the Successful Order reconciliation.
(b) For Referrers who are business individuals, business households and enterprises: 1ManBiz reserves the right to refuse to pay the Commission Fee to the Referrer if more than 30 (thirty) days have passed since the date of the Commission Fee but the Referrer fails to provide or does not provide complete Payment Documents to 1ManBiz. 1ManBiz will notify the Referrer via email (which the Referrer provided to 1ManBiz when registering to participate in the Program) of this refusal to pay. For clarity, the Referrer's failure to provide or do not provide complete Payment Documents will constitute the Referrer's agreement to terminate the cooperation under this Agreement on the 30 (thirty) day from the date 1ManBiz sends the results of the Successful Order reconciliation.
(c) For 1ManBiz accounts deleted by Referrers: 1ManBiz reserves the right to refuse to pay the Commission Fee to the Referrer if the Referrer actively deletes his/her 1ManBiz account on 1ManBiz. 1ManBiz will notify the Referrer via email (which the Referrer provided to 1ManBiz when registering to participate in the Program) of this refusal to pay. For clarity, the Referrer's deletion of the account on 1ManBiz will constitute the Referrer's agreement to terminate the cooperation under this Agreement from the time the 1ManBiz account is deleted.
4.1. Business Conduct. The Referrer shall not bind 1ManBiz in writing or make any representations of any kind on behalf of 1ManBiz to the User or any third party. The Referrer shall not engage in any conduct that is inappropriate, infringing, misleading, fraudulent, or deceptive to the User or any third party. The Referrer shall not promote any prohibited substances, services, products, or materials/content that violate any law. In the event that 1ManBiz discovers such violations, 1ManBiz shall have the full right and authority to:
(a) Request the Referrer or relevant third party to remove any content, materials, or information posted or actually participating in this Program. The Referrer will immediately take action or cooperate with the third party to carry out the removal upon request of 1ManBiz.
(b) Lock the Referrer's new referral Account or 1ManBiz Account if 1ManBiz detects that the number of Successful Transactions but are violated or fraudulent accounts for 20% or more of the total number of Successful Transactions in the month of the new referral Unit or within 3 months (continuously or intermittently) from the date the Referrer is approved to participate in the Program.
4.2. Compliance with Laws and Terms of Service. The Referrer shall ensure that the Referral Vehicle and the placement of the Referral Code comply with all laws in the territories in which the Referrer is located or provides products/services, the Terms of Service, and other standards/conditions required by 1ManBiz (including content restrictions, technical requirements, security requirements, user experience requirements, and requirements related to 1ManBiz's image in the media).
4.3 Prohibited Actions. The Referrer will not do, and will not allow any third party to do, the following:
(a) Use promotional emails to promote 1ManBiz without prior written approval from 1ManBiz;
(b) Use robots or automated tools, or request searches made through machine or software systems;
(c) Use search engine optimization services in a deceptive manner to generate or conceal views, searches, clicks, or user conversions that are fraudulent or of no value;
(d) Use any search engine optimization keywords and other keyword-based advertising traffic using the 1ManBiz brand or the software's own trademarks (in other words, “1ManBiz” and other keywords that may be mistakenly referred to as 1ManBiz are considered prohibited keywords) without the prior written approval of 1ManBiz;
(e) Use any automated means or form of information collection from public information sources or other information collection methods to log in, manipulate, collect, or use any information on 1ManBiz including but not limited to products posted for sale, product prices, product price change history by category, 1ManBiz's intellectual property rights, including logos, key images, creative materials, and other Confidential Information whether in or out of the software;
(f) Applying the Referral Code on Referral Media containing Prohibited Content, or on torrent sites or online content sites;
(g) Applying the Referral Code or promoting the Referral Vehicle through any 1ManBiz social media channels or any other 1ManBiz Seller/Referrer social media channels to capture traffic.
(h) (Where the Referrer is a referral network) assigns business to another referral network as a sub-Referrer; or
(i) Incorporate lotteries or sweepstakes on the New User Referral Facility.
(j) Posting random or unrelated content to the item/store that the Referrer is promoting (including but not limited to, fake advertisements, entertainment news, clickbait product reviews).
(k) Posting a Referral Code without any content or sending the same Referral Code to the same person.
(l) Providing other Referrers' social media channels without permission to attract and meet registration criteria.
(m) Running clickbait ads for the purpose of attracting clicks and traffic.
(n) Stealing or using other people's content and posting it publicly on social media channels without permission.
(o) Use any form of advertising impersonating 1ManBiz.
5.1. Software. 1ManBiz will operate and maintain the software. No changes to the functionality and features of the software will affect the validity and enforceability of this Agreement.
5.2. Right to Cancel, Reject, or Remove. 1ManBiz reserves the right to review and request the Referrer to provide any Referral Media and any related materials used by the Referrer during the Program. If, in 1ManBiz's sole discretion, 1ManBiz finds that: (a) any Referrer or Referral Vehicle is in violation of the Software's Terms of Service, (b) a Referrer is in violation or encourages the violation of any relevant laws, (c) a Referrer is in violation of these Terms and Conditions, (d) 1ManBiz believes that any Referral Vehicle may expose 1ManBiz to criminal, civil, or administrative liability, (e) any Referral Vehicle is or contains Prohibited Content, or (f) a Referrer or Referral Vehicle is acting in collusion with a third party to commit fraudulent or deceptive activities against the Program for personal gain or to appropriate money and/or material benefits from 1ManBiz, 1ManBiz shall have the sole discretion to take one or more or all of the following measures:
(a) Request immediate removal of the Referral Codes and/or Referral Media;
(b) Require the Referrer to remedy the breach or non-compliance within a specified period of time;
(c) For each breach, apply an indemnity or Refund to 1ManBiz from the Referrer, but the indemnity or Refund will not relieve the Referrer from its obligations if 1ManBiz's loss exceeds the indemnity or Refund paid by the Referrer to 1ManBiz under this Clause;
(d) Recover Commission Fees, cash or cash equivalent payments, assets, transportation costs, and other fees earned by the Referrer from his/her violation of these Terms and Conditions;
(e) Take legal action, including filing complaints and lawsuits against the Referrer in accordance with the law;
(f) Take civil remedies, including claims for damages and/or interim injunctive relief;
(g) Take other actions or measures in accordance with the Community Standards, Operating Rules, or 1ManBiz Policies; or
(h) terminate this Agreement.
5.3. Changes to these Terms and Conditions and the Terms of Service. 1ManBiz may, at its sole discretion, update, modify, or change these Terms and Conditions and the Terms of Service. If 1ManBiz updates, modifies, and/or changes these Terms and Conditions and the Software Terms of Service, 1ManBiz will make reasonable efforts to notify the Referrer of such updates, modifications, or changes, including by posting the updated, modified, or revised Terms and Conditions and Terms of Service on the Software website, via email, or messaging (if applicable). The Referrer will access the Software regularly or periodically to review relevant updates and notices. The updated, modified, or revised Terms and Conditions and Terms of Service will be effective immediately upon public posting. By continuing to use the Referral Code, the Referrer agrees to be bound by the Terms and Conditions and the Terms of Service as updated, modified, or amended. If the Referrer does not accept the Terms and Conditions and the Terms of Service as updated, modified, or amended, the Referrer must terminate this Agreement in accordance with Section 7 below.
6.1. “Confidential Information” means all information that is information in nature including, but not limited to: (a) any non-public information of a party to this Agreement disclosed by one party to the other party in writing, graphics, machine characters, or any tangible form and marked “Confidential” or “Non-Public” or otherwise marked/noted to indicate the confidential nature of the information; (b) 1ManBiz’s documents and all non-public communications or technical information of 1ManBiz, whether or not expressly designated as Confidential Information; and (c) all information collected or developed by 1ManBiz regarding 1ManBiz users. Confidential Information also includes oral disclosures if such information could reasonably be understood to be confidential through the context or circumstances of the disclosure.
6.2 Exceptions. Confidential Information shall not include information that: (a) was public information before the time the disclosing party disclosed it; (b) was disclosed by the disclosing party to the receiving party and subsequently became public information through no action or omission on the part of the receiving party; (c) was in the lawful possession of the receiving party at the time the information was disclosed; (d) was received from a third party without the third party having breached its obligations of confidentiality; (e) was independently developed by the receiving party without using or referencing the disclosing party's Confidential Information; or (f) was disclosed by the receiving party with the disclosing party's prior written consent.
6.3 Non-Use and Non-Disclosure. Each party shall (a) keep all Confidential Information of the other party confidential; (b) not disclose the Confidential Information to any third party, except on a need-to-know basis to third parties that have signed a confidentiality agreement containing confidentiality provisions similar to those in this Section 6 and that party has obtained written consent to the disclosure from the party providing the Confidential Information, and (c) not use the Confidential Information except in connection with the performance of its obligations or rights under this Agreement. Each Party may disclose the other party's Confidential Information if disclosure is required by law provided that the other party is notified in writing of the obligation to disclose such information before disclosure occurs and assists in preventing such information from being made public.
7.1. Term. The terms and conditions contained herein constitute an agreement (“Agreement”) effective on the date the Referrer is approved by 1ManBiz to participate in the Program and shall remain in effect until terminated in accordance with Section 7.2 or 7.3 (“Term”).
7.2. Termination by 1ManBiz. 1ManBiz reserves the right to unilaterally terminate this Agreement for any reason that 1ManBiz deems reasonable after giving the Referrer 07 calendar days' notice, and cancel the Referral Code. 1ManBiz may terminate this Agreement immediately and without prior notice if the Referrer breaches its obligations under this Agreement.
7.3. Termination. This Agreement shall terminate immediately upon:
(a) A party enters into, whether voluntarily or not, liquidation, bankruptcy or winding up proceedings, or
(b) Force Majeure Event (as defined in Section 11.4) occurring continuously for more than 30 calendar days.
7.4. Consequences of Termination. Upon termination of the Agreement for any reason, the Referrer shall immediately cease using all 1ManBiz Referral Codes, and shall cease representing himself as a 1ManBiz Referrer.
7.5. Termination due to Referrer's breach. If this Agreement is terminated due to Referrer's breach of its obligations under Sections 5.2 and 7.3, all amounts payable by 1ManBiz to Referrer may be deemed to be Refunds without prejudice to 1ManBiz's other rights or remedies under applicable law.
7.6. Survival After Termination. The following provisions shall survive termination or expiration of the Agreement: Sections 1, 3, 6, 7, 9, 10, 11 and any other provisions agreed by the parties shall survive termination or expiration. All liabilities accrued prior to termination or expiration of the Agreement shall survive termination or expiration.
8.1. General Representations and Warranties. Each party represents and warrants that:
(a) I am legally established and operating in the territory where the enterprise is established.
(b) The signing of this Agreement has been duly and validly authorized,
(c) the Agreement constitutes a binding obligation upon the parties at the time of its execution, and
(d) The Parties shall comply with all relevant laws when performing this Agreement.
8.2. Referrer's Representations and Warranties. The Referrer represents and warrants that:
(a) The execution and performance of this Agreement shall not be contrary to or constitute a breach of any contract, instrument, judgment, or any law or directive of any competent governmental authority applicable to the Referrer;
(b) All information provided by the Referrer to 1ManBiz is complete, truthful, accurate, and up-to-date, and the Referrer has the right to conduct business, including providing its products or services;
(c) No New User Referral Facility will contain (i) any information that violates or encourages the violation of any applicable law, (ii) any fraudulent or deceptive information or motive, (iii) viruses, malware, spyware, Trojan horses, phishing, or any other malicious code that may break or bypass any software protection measures, (iv) information that communicates or promotes counterfeit, pirated, or otherwise illegal content (including mobile applications or software that contain hidden fees), (v) any material that violates the rights of any third party; or (vi) any material that is harmful, obscene or otherwise objectionable, or offensive.
9.1. Indemnity by Referrer. Referrer shall indemnify, defend, and hold harmless 1ManBiz, its affiliates, and their directors, officers, employees, and agents from and against any and all claims, actions, damages, liabilities, costs, and expenses, including attorneys' fees and legal costs, arising directly or indirectly out of or in connection with: (a) Any breach of the Agreement by the Referrer, (b) Any failure by the Referrer to perform its obligations under the Agreement in accordance with applicable law, (c) Any violation of any rights of any third party in connection with the Referral Facility, or (d) Any fraudulent, negligent, or willful misconduct by the Referrer.
9.2. Procedure. 1ManBiz will promptly notify the Referrer of any claim subject to Section 9.1 and will allow the Referrer to actively handle such claim. However, 1ManBiz will have the right to retain its own counsel and participate in litigation of the claim at the Referrer's expense. The Referrer will have the authority to defend, compromise, settle or otherwise dispose of the claim, but will not agree to any settlement or resolution of the claim that admits liability or imposes a performance or payment obligation on 1ManBiz without the prior written consent of 1ManBiz. If the parties agree to settle the claim on a consensual basis, the Referrer will also not publicly disclose the settlement agreement and the results of the complaint handling without the prior written consent of 1ManBiz.
10.1. Disclaimer of Warranties. ALL 1MANBIZ MATERIALS AND REFERRAL CODES ARE PROVIDED ON AN “AS IS” BASIS. REFERRER ACKNOWLEDGES AND AGREES THAT 1MANBIZ SHALL HAVE NO LIABILITY FOR ANY FAILURE OF ITS SYSTEMS OR PROCEDURES/SECURITY. 1MANBIZ DOES NOT WARRANT THAT THE MATERIALS FROM 1MANBIZ OR THE REFERRAL CODES PROVIDED WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS (IF ANY) WILL BE CORRECTED, OR THAT THE SERVER SYSTEM IS ABLE TO PERFORM SIMILAR FUNCTIONS WITHOUT VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROPDEAD DEVICES, TROJAN-HORSES, ROUTING, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODE, INSTRUCTIONS, PROGRAMS OR COMPONENTS.
10.2. Exemption from indirect or consequential damages. IN NO EVENT SHALL 1MANBIZ BE LIABLE TO THE INTRODUCER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS UNDER THIS AGREEMENT, INCLUDING LOSS OF PROFITS OR BUSINESS.
10.3. Limitation of liability. IN NO EVENT WILL 1MANBIZ'S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT (INCLUDING THE WARRANTIES), REGARDLESS OF THE APPLICABLE TERRITORY, REGARDLESS OF WHETHER THE ACTION/CLAIMS IS BASED IN TORT OR OUT OF CONTRACT, EXCEED THE TOTAL AMOUNT PAID OR REQUIRED BY 1MANBIZ TO THE REFERRER UNDER THIS AGREEMENT FOR THE PERIOD 6 MONTHS IMMEDIATELY PRECEDING SUCH CLAIM.
10.4. Independent Bearing of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS ASSOCIATED WITH THIS AGREEMENT BETWEEN THE PARTIES. SUCH ALLOCATION IS A PRECEDENT OF THE NEGOTIATION AND COOPERATION BETWEEN THE PARTIES. EACH LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE AGREEMENT, AND EACH SUCH PROVISION SHALL SURVIVE ANY FAILURE OF ITS INTENDED PURPOSE.
11.1. Subcontractors. 1ManBiz may exercise its rights under this Agreement through its Referrers and subcontractors. 1ManBiz shall be responsible for the Referrers and subcontractors' compliance with the provisions of this Agreement.
11.2. Independent Contractors. This Agreement shall not be construed as creating a partnership, joint venture, agency or franchise relationship. The parties are independent contractors in the performance of this Agreement. Neither party shall or shall have any authority to bind the other party to any liability or obligation.
11.3. Press Releases. Except as expressly provided in this Agreement or as required by relevant laws, neither party shall make any public statement or press release relating to the cooperation under this Agreement without the prior consent of the other party. If a party is required to make a public statement pursuant to any law relating to the cooperation under this Agreement, it shall seek and consider the other party's comments on the content of such public statement.
11.4. Force Majeure. Neither party shall be liable to the other for any failure to perform or delay in fulfilling any obligation (other than a financial obligation) under this Agreement if the failure or delay is due to events beyond its control, including any fire/explosion, power failure, strike, war, or act of government (including any new law or regulation) or failure to perform (“Force Majeure Event”). The time for completing the relevant obligation shall be extended by a period equal to the duration of the Force Majeure Event.
11.5. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of Vietnam. In the event of any dispute, claim, or disagreement between the Parties in connection with this Agreement, including the breach, cancellation, or validity of the Agreement, or in connection with any matter requiring objective consideration under this Agreement (“Dispute”), which has been notified by one party to the other party in writing (“Dispute Notice”), the Parties shall endeavor to resolve the Dispute by negotiation between the senior management of the Parties within 30 calendar days from the date a party receives the Dispute Notice. If the Dispute cannot be resolved by negotiation within this period, the Dispute shall be submitted to the Vietnam International Arbitration Center (VIAC) in accordance with the Arbitration Rules of this Center (“VIAC Rules”). The arbitration panel shall consist of 03 arbitrators and the language of arbitration shall be Vietnamese.
11.6. Notices. All notices under this Agreement shall be deemed given on the date received by the recipient whether by post, email, certified mail, facsimile, and addressed to 1ManBiz or the Referrer at each party's address.
11.7. Assignment. The Referrer shall not assign any of its rights or obligations under this Agreement (in whole or in part), including directly or indirectly by way of a change of control of the business or merger (whether or not the Referrer is the surviving entity), without the prior written consent of 1ManBiz, which 1ManBiz reserves the right to withhold from the Referrer any such request. Any direct or indirect change in ownership of equity or shares in the company or the board of directors or control of the Referrer, whether or not the Referrer is then a separate legal entity, shall be deemed an assignment or transfer requiring the prior written consent of 1ManBiz. An assignment by the Referrer shall not relieve the Referrer of its obligations under this Agreement and 1ManBiz shall not relieve the Referrer of its liability under this Agreement unless expressly agreed to in writing. 1ManBiz may assign any of its rights and obligations under this Agreement (whether in whole or in part) without the consent of the Referrer. Any attempted assignment or transfer in violation of this Section 11.7 will be null and void. Subject to Section 11.7, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
11.8. Waiver. Any waiver of any provision, right, or remedy under this Agreement must be in writing as provided in Section 11.6. Any failure, omission, or delay by a party to enforce any provision of this Agreement, any right, or remedy at any time shall not be deemed a waiver of that party's rights under this Agreement, and shall not affect the validity of the whole or any part of the Agreement, or prejudice that party's right to take further action. The exercise by a party of any right or remedy under this Agreement shall not preclude the exercise by the other party of any other right or remedy under this Agreement or which such Party is otherwise permitted to exercise.
11.9. Severability. If any term, condition or provision of this Agreement is found to be invalid, illegal or unenforceable to any extent, the parties will use good faith efforts to modify it so as to preserve the intent expressed in this Agreement to the extent possible. In the event the parties do not agree to such modification, the invalid term, condition or provision will be severed from the Agreement. The remaining terms, conditions and provisions of the Agreement will continue to be valid to the fullest extent permitted by law, and will preserve to the fullest extent the original intent of the Parties with respect to the severed term, condition or provision.
11.10. Cumulative Remedies. No single or partial exercise of any right or remedy shall preclude the exercise or further exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and shall not be exclusive of any other rights or remedies provided by law or in equity.
11.11. Confidentiality. The Referrer shall not disclose any terms of this Agreement to any third party without the prior written consent of 1ManBiz, except as required by applicable law.
11.12. Copies. This Agreement may be made in copies, each of which shall be deemed an original and together shall constitute one and the same agreement.
11.13. Language. If this Agreement is drawn up in multiple languages, the Vietnamese version shall prevail and be binding on the parties.
11.14. Headings. The headings used in this Agreement are for reference only and shall not be taken into account in the interpretation of this Agreement.
11.15. Merger. These Terms and Conditions constitute the entire Agreement of the Parties relating to the subject matter hereof and supersede all prior communications, representations, understandings and agreements, whether oral or written, between the Parties with respect to the subject matter hereof. The terms, provisions or conditions of any purchase order, confirmation or other business form of either Party may not be used in connection with the transactions contemplated by this Agreement or in any way affect or modify the rights, obligations or liabilities of the Parties under this Agreement, regardless of the failure of the Receiving Party to object to such terms, provisions or conditions.
Last updated: 8th September 2024