Terms of use

BY CLICKING THE “ACCEPT”BUTTON OR USING PHUCMINHCO.COM.VN, INC.’S (“Phucminhco.com.vn”) SOFTWARE AS A SERVICE OFFERING, THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT(S) (“SUBSCRIBER”) (1) REPRESENTS THAT SUBSCRIBER HAS READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2)IS OF LEGAL AGE TO FORM A BINDING AGREEMENT WITH PHUCMINHCO.COM.VN, AND (3) HAS THE AUTHORITY TO ENTER INTO THESE TERMS AND CONDITIONS (THE “AGREEMENT”)PERSONALLY OR ON BEHALF OF THE ENTITY NAMED AS THE USER, AND TO BIND THAT ENTITY TO THIS AGREEMENT.  IF SUBSCRIBER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, SUBSCRIBER MAY NOT OR USE THE SERVICE.  

PLEASE NOTE THAT The Agreement IS subject to change by PHUCMINHCO.COM.VN, in its sole discretion at any time.  When changes are made, Phucminhco.com.vn will make a new copy of the Agreement available through the affected Phucminhco.com.vn Service. Phucminhco.com.vn will also update the “Last Updated” date at the top of the Agreement. Phucminhco.com.vn may also require Subscriber to provide consent to the updated Agreement in a specified manner before further use of the Phucminhco.com.vn Service is permitted.

1. Definitions.  As used in this  Agreement:

1.1 “Confidential Information” means all information regarding a party’s business, including, without limitation,technical, marketing, financial, employee, planning, and other confidential or proprietary information, disclosed under this Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary.  Connected Third Party Service Data is the Confidential Information of Subscriber. Confidential Information of Phucminhco.com.vn includes information derived from or concerning the Phucminhco.com.vn Service, the Phucminhco.com.vn Platform, the Documentation and the of this Agreement.

1.2 “Connected Third Party Service” means any third-party e-commerce platform or system, online retailer, website or other third-party platform connected to, or integrated with, the phucminhco.com.vn Service by or on behalf of Subscriber.

1.3 “Connected Third Party Service Data” means any data collected from, or provided by, any Connected Third PartyService.

1.4 “Documentation” means any user manuals, handbooks, and online materials provided by Phucminhco.com.vn to Subscriber that describe the features, functionality, or operation of the Phucminhco.com.vn Platform.

1.5 “IntegrationTools” means any coding, programming or design techniques, architecture, methodology, APIs, functions, software code, applications, scripts, templates, knowledge, experience, and know how developed by Phucminhco.com.vn related to the integration, implementation, connection and/or onboarding of any Connected Third Party Service. For clarity, Integration Tools do not include Connected Third Party Services or any confidential information of Subscriber.

1.6 “Order Form” means any order form, whether written or electronic, including any ordering page  on the Phucminhco.com.vn Service, for Phucminhco.com.vn Service executed by both parties that references thisAgreement,

1.7 “Users” means Subscriber’s employees, representatives, consultants, contractors, or agents authorized by Subscriber to access the Phucminhco.com.vn Service for which applicable fees have been paid.

1.8 “Phucminhco.com.vn Platform” means the Phucminhco.com.vn Website and technology, including hardware and software, used by Phucminhco.com.vn to deliver the Phucminhco.com.vn Service to Subscriber.

1.9 “Phucminhco.com.vn Service” means Phucminhco.com.vn’s software-as-a-service platform that enables subscribers to establish new programs, products, and distribution channels via the integration of third party e-commerce platforms, online stores, other online channels and/or Connected Third Party Services.

1.10 “Phucminhco.com.vn Website” means Phucminhco.com.vn’s website available at https://Phucminhco.com.vn.

2. Phucminhco.com.vn Service.  

2.1 Subscription to the Phucminhco.com.vn Service.  Subject to the and conditions of this Agreement, Phucminhco.com.vn hereby grants to Subscriber a non-sub licensable, non-transferable (except as provided in Section 12), non-exclusive subscription to access and use the Phucminhco.com.vn Platform solely for Subscriber’s internal business purposes.

2.2 Support.  Subject to the terms of this Agreement, Phucminhco.com.vn shall use commercially reasonable efforts to (a) maintain the security of the Phucminhco.com.vn Service; and (b)provide the support in accordance with Phucminhco.com.vn’s then-current support policies.

3. Onboarding and Connected Third Party Services. Subscriber acknowledges and agrees that in order to properly onboard the Phucminhco.com.vn Service in order to make full use of features and functions of the Phucminhco.com.vn Service, Subscriber will need to integrate or connect to Connected Third PartyServices with the Phucminhco.com.vn Service. Phucminhco.com.vn Platform has certain pre-built integrations readily available. In the event any integrations are required to be developed, Phucminhco.com.vn may create such integrations in accordance with any mutually agreed upon statement of work.

4. Subscriber’s Use of the Phucminhco.com.vn Service.  

4.1 Access and Security Guidelines. Each User will be provided access to and use of the Phucminhco.com.vn Service through confidential account credentials. Subscriber will be responsible for all uses of its account, except to the extent caused by Phucminhco.com.vn’s negligence. Subscriber will promptly notify Phucminhco.com.vn of any unauthorized use or access to its account.

4.2 Restrictions. Subscriber will not, and will not permit anyUser or other party to: (a) reverse engineer, disassemble or decompile any component of the Phucminhco.com.vn Platform; (b) interfere in any manner with the operation of the Phucminhco.com.vn Service, or the Phucminhco.com.vn Platform or the hardware and network used to operate the Phucminhco.com.vn Service; (c) sublicense any of Subscriber’s rights under this Agreement, or otherwise use the Phucminhco.com.vn Service for the benefit of a third party or to operate a service bureau; (d)modify, copy or make derivative works based on any part of the Phucminhco.com.vn Platform; or (e) otherwise use the Phucminhco.com.vn Service in any manner that exceeds the scope of use permitted under Section 2.1.  

5. Fees, Payment and Suspension of Services. Subscriber will pay Phucminhco.com.vn the fees for the Phucminhco.com.vn Service set forth in the applicable Order Form (“Fees”).  All Fees owed by Subscriber in connection with this Agreement are exclusive of, and Subscriber shall pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Subscriber in connection with this Agreement, except for employment taxes and taxes based on Phucminhco.com.vn’s income.  Phucminhco.com.vn reserves the right (in addition to any other rights or remedies Phucminhco.com.vn may have) to discontinue the Phucminhco.com.vn Service and suspend Subscriber’s access to the Phucminhco.com.vn Service if any Fees are more than thirty (30) days overdue until such amounts are paid in full.  Subscriber shall maintain complete, accurate and up-to-date Subscriber billing and contact information.

6. Confidential Information. The receiving party agrees that it will not use or disclose to any third party anyConfidential Information of the disclosing party, except as expressly permitted under this Agreement.  The receiving party will limit access to the Confidential Information to those who have a need to know such information to use or provide the Phucminhco.com.vn Service.  The receiving party will protect the disclosing party’s Confidential Information from unauthorized use, access, or disclosure in a reasonable manner.  Upon termination of this Agreement, the receiving party will return to the disclosing party or destroy all copies of theConfidential Information.  The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as shown by the receiving party’s competent written records, or (c) is independently developed by the receiving party.  The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body.

7. Ownership and Data.

7.1 Phucminhco.com.vn Platform and Technology. Subscriber acknowledges that Phucminhco.com.vn retains all right, title and interest in and to the Phucminhco.com.vn Platform, Integration Tools and all software and all Phucminhco.com.vn proprietary information and technology used by Phucminhco.com.vn or provided to Subscriber in connection with the Phucminhco.com.vn Service (the “Phucminhco.com.vn Technology”), and that the Phucminhco.com.vn Technology is protected by intellectual property rights owned by or licensed to Phucminhco.com.vn.  Other than as expressly set forth in this Agreement, no license or other rights in the Phucminhco.com.vn Technology are granted to the Subscriber. Subscriber hereby grants Phucminhco.com.vn a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Phucminhco.com.vn Service any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber, including Users, relating to the Phucminhco.com.vn Service. Phucminhco.com.vn shall not identify Subscriber as the source of any such feedback.

7.2 Connected Third Party Service Data.  Subscriber retains all right, title and interest in and to the Connected Third Party Service Data. Subscriber hereby grants to Phucminhco.com.vn a non-exclusive, worldwide, royalty-free and fully paid-up license to: (a) access and use Connected Third Party Service Data to provide the Phucminhco.com.vn Services toSubscriber; and (b) use Connected Third Party Service Data on an aggregated and anonymized basis to improve the Phucminhco.com.vn Services; provided, that, the license grant in subpart (b) shall be perpetual and irrevocable.  Subscriber represents and warrants that it has all necessary rights to grant Phucminhco.com.vn the foregoing licenses.

7.3 Data Security. Phucminhco.com.vn will maintain throughout the Term (as defined below), industry standard administrative, physical and technical measures designed to protect Connected Third Party Service Data against loss and unauthorized access, disclosure and use.  In the event Phucminhco.com.vn becomes aware of any loss or unauthorized access, disclosure or use of any Connected Third Party Service Data (“Security Breach”), Phucminhco.com.vn will (i) promptly notify Subscriber in writing of such Security Breach, and(ii) take reasonable steps to identify the cause of such Security Breach, minimize the harm associated therewith and prevent reoccurrence thereof.  Any notification of any Security Breach will describe, to the extent known, details of the Security Breach, including steps taken to mitigate the potential risks.

8. Term and Termination.  

8.1 Term. The term of this Agreement will commence on the date Subscriber accepts them in accordance with the preamble and continues until terminated in accordance with the terms of thisAgreement (the “Term”).  Phucminhco.com.vn reserves the right to increase the Fees upon written notice to Subscriber, provided, that, any such increase may only be made once per calendar year. Such notice must be provided sixty (60) days prior to the increased Fees taking effect.

8.2 Termination.  Either party may terminate this Agreement upon written notice to the other party. Upon the expiration or termination of this Agreement for any reason, (a)any amounts owed to Phucminhco.com.vn under this Agreement will become immediately due and payable; and (b) each party will return to the other all property (including any Confidential Information) of the other party.  Phucminhco.com.vn agrees that upon expiration or termination of this Agreement, Phucminhco.com.vn will remove all Connected Third Party Service Data from the Phucminhco.com.vn Platform and all Subscriber access to the Phucminhco.com.vn Service will cease.   Sections 1, 5, 6, 7, 8.2, 9.2, 9.3, 9.4, 10-12 will survive the termination of this Agreement.

9. Warranty; Disclaimer.  

9.1 Limited Warranty. During theTerm, Phucminhco.com.vn warrants that the Phucminhco.com.vn Service, when used as permitted by Phucminhco.com.vn and in accordance with the Documentation, will operate as described in the Documentation in all material respects. If Subscriber notifies Phucminhco.com.vn of any breach of the foregoing warranty, Phucminhco.com.vn shall, as Subscriber’s sole and exclusive remedy, provide the support services in accordance with Section 2.2.  

9.2 Disclaimer.  Exceptas expressly provided in Section 9.1, and to the maximum extent permitted by applicable law: (a) the Phucminhco.com.vn Service, Phucminhco.com.vnPlatform and documentation are provided “as is”and “as available” and (b) Phucminhco.com.vn and its suppliers make no other warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.

9.3 Connected Third Party Services. Subscriber acknowledges that Phucminhco.com.vn has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Third Party Services or other component thereof, including the accuracy, timeliness, reliability, or completeness of any Connected Third Party Service Data.  Subscriber further acknowledges that, as a result, Phucminhco.com.vn will not be for any liabilities arising from or related to any notifications, results, records or other outputs created or provided by the Phucminhco.com.vn Service (collectively, “Outputs”) that are based on the Connected Third Party Service Data and any business metrics, rules and other inputs provided by Subscriber.  Accordingly, Phucminhco.com.vn makes no representations or warranties with respect to the accuracy, timeliness, reliability or completeness of any Outputs. Phucminhco.com.vn will have no liability with respect to any Outputs, any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any Outputs, or any downtime, unavailability, inaccuracies or failures of any Connected Third Party Services. Subscriber represents and warrants that it has all necessary rights and authority to disclose any account credentials and passwords provided by Subscriber to Phucminhco.com.vn related to any Connected ThirdParty Services, and that Phucminhco.com.vn’s access to and use of any Connected ThirdParty Services will not require Phucminhco.com.vn to pay any amounts to any third party.

10. Indemnity.

10.1 By Phucminhco.com.vn. If any action is instituted by a third party against Subscriber based upon a claim that the Phucminhco.com.vn Service or Phucminhco.com.vn Platform, as delivered, infringes any third party’s intellectual property rights, Phucminhco.com.vn shall defend such action at its own expense on behalf of Subscriber and shall pay all damages attributable to such claim which are finally awarded against Subscriber or paid in settlement. If the Phucminhco.com.vn Service or Phucminhco.com.vn Platform is enjoined or, in Phucminhco.com.vn’s determination is likely to be enjoined, Phucminhco.com.vn shall, at its option and expense (a) procure for Subscriber the right to continue using the Phucminhco.com.vn Service, (b) replace or modify the Phucminhco.com.vn Platform or Phucminhco.com.vn Service so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Subscriber’s access to the Phucminhco.com.vn Service and refund any amounts previously paid for the Phucminhco.com.vn Service attributable to the remainder of the then-current term.  This Section will not apply if the alleged claim arises, in whole or in part, from(i) a combination, operation or use of the Phucminhco.com.vn Service or Phucminhco.com.vn Platform with any other software, hardware or technology not provided or authorized by Phucminhco.com.vn, or (ii) any content, data, applications, or services provided by, or on behalf of, Subscriber. This Section sets forth the entire obligation of Phucminhco.com.vn and the exclusive remedy of Subscriber against Phucminhco.com.vn for any claim that the Phucminhco.com.vn Service infringes a third party’s intellectual property rights.

10.2 By Subscriber. If any action is instituted by a third party against Phucminhco.com.vn relating to (a) any claims or disputes between Subscriber and any provider of any Connected Third PartyService, (b) any disputes between Subscriber, any Connected Third PartyService, merchant or consumer arising from Subscriber’s use of the Phucminhco.com.vn Services, including any payment disputes, disputes related to order accuracy and/or fulfillment and claims of payment fraud or insufficient funds, (c)Subscriber’s breach or alleged breach of Section 2.1 or 9.4, or (d)Subscriber’s use of the Phucminhco.com.vn Services in violation of any applicable laws, rules or regulations, Subscriber will defend such action at its own expense on behalf of Phucminhco.com.vn and shall pay all damages attributable to such claim which are finally awarded against Phucminhco.com.vn or paid in settlement of such claim. This subsection states the sole and exclusive remedy of Phucminhco.com.vn and the entire liability of Subscriber for the claims and actions described herein.

10.3 Procedure. Any party that is seeking to be indemnified under the provision of this Section 10 must(a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), and (b) give the Indemnifying Party the sole control over the defense of such Claim.  

11. Limitation of Liability. To the extent permitted by law, in no event shall Phucminhco.com.vn or Subscriber be liable for special, incidental, consequential or punitive damages or lost profits in any way relating to this Agreement. In no event shall Phucminhco.com.vn’ or Subscriber’s aggregate, cumulative liability in any way relating to this Agreement, including its indemnification obligations herein, exceed the amount of fees actually received by Phucminhco.com.vn from Subscriber pursuant to the applicable Order Form or Statement of Work during the twelve(12) months preceding the claim. The foregoing limitations shall not apply to payment and indemnity obligations.  the parties would not have entered into this agreement but for such limitations.

12. General Provisions.  Phucminhco.com.vn may use Subscriber’s name and logo on Phucminhco.com.vn’ website and identify Subscriber as a Subscriber of Phucminhco.com.vn.  Subscriber may not assign any rights or obligations arising under this Agreement, without the prior written consent of Phucminhco.com.vn. Phucminhco.com.vn may assign this Agreement without the consent of Subscriber in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. Subscriber agrees that Phucminhco.com.vn may subcontract certain aspects of the Phucminhco.com.vn Service to qualified third parties, provided that any such subcontracting arrangement will not relieve Phucminhco.com.vn of any of its obligations hereunder.  This Agreement will be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflicts of laws principles. Any notice under thisAgreement must be given in writing to the other party at the address set forth above.  Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, or (b) sent by recognized courier service. This Agreement (as modified by the parties from time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings. In the event that any provision of thisAgreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  All waivers must be in writing. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.  The undersigned representative of each Party hereby represents and warrants that they are duly authorized to legally bind suchParty to the terms of this Agreement.