GAPVIET.COM GOLD SUPPLIER™ SERVICES AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY

Version: January 2021

  1. Acceptance of Terms

1.1 WELCOME TO GAPVIET.COM'S GOLD SUPPLIERTM SERVICE. This GAPVIET.COM GOLD SUPPLIERTM Services Agreement (this "Agreement") governs the Gold SupplierTM membership service (“Gold Supplier Service”) and/or any related Value Added Services set out in clause 3.2 (collectively, the “Services”) offered to you by GAPVIET.COM (as defined below) through the web site identified by the uniform resource locator WWW.GAPVIET.COM (the "Site" or “Website”). The contracting GAPVIET entity shall be referred to as “GAPVIET.COM”. BY SUBMITTING YOUR APPLICATION OR SERVICE ORDER OR MAKING ANY PAYMENT FOR ANY SERVICES WHETHER ONLINE VIA THE SITE OR OFFLINE OR VIA OUR AUTHORIZED SALES AGENT, OUR AUTHORISED RESELLER, OR OUR AUTHORIZED CHANNEL PARTNER, YOU INDICATE YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT.

1.2 This Agreement applies to all Services and governs all applications or service orders for the Services (each referred to as a “Service Order”). In case of any conflict between the terms of this Agreement and those of a Service Order, the terms of the Service Order shall prevail.

1.3 If a Service Order includes the Gold Supplier Service, this Agreement will take effect on the later of the day when (i) you have paid the total service fees in full under the Service Order, and (ii) you have successfully completed the A&V (as defined below).

1.4 If a Service Order includes Value Added Services only and does not include the Gold Supplier Service, you must concurrently be an existing Gold Supplier member. This Agreement will take effect on the day when you have paid the total service fees in full within the prescribed period set forth in the Service Order or otherwise acceptable to GAPVIET.COM and shall remain in force until the last date of the relevant service periods of the Services unless early terminated in accordance with this Agreement.

1.5 GAPVIET.COM may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. After posting by GAPVIET.COM of the amended and restated Agreement, your continued use of the Services shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified except in writing by an authorized officer of GAPVIET.COM.

1.6 The Services are provided subject to the Terms of Use Agreement, and all rules and policies of the Website (including without limitation the Privacy Policy, Product Listing Policy and any rules, policies and special terms and conditions applicable to any Value Added Services), each published on the Site and as may be revised from time to time (collectively, the “Website Terms”). You hereby agree to comply with such Website Terms at all time.

1.7 As some or part of the Services may be supported and provided by affiliates of GAPVIET.COM, GAPVIET.COM may delegate some of the Services to its affiliates, particularly GAPVIET.COM (Europe) Limited, who you agree may invoice you for their part of the Services.

  1. Authentication and Verification

2.1 Registration for the Gold Supplier Service is subject to verification and authentication procedures to verify the registration information and such other information about you as deemed appropriate by GAPVIET.COM (the “A&V”). "Authentication" refers to confirmation by the A&V Agency of your business registration. "Verification" refers to confirmation by the A&V Agency that the contact person indicated in the Service Order is your authorized representative to represent you on the Site. You authorize GAPVIET.COM and its authorized third-party security service provider (at GAPVIET.COM’s sole choice) (the “A&V Agency”) to conduct the A&V about you. You agree to provide all necessary information and render all reasonable assistance and cooperation that either GAPVIET.COM or the A&V Agency may require in order to complete the A&V.

2.2 If you fail the A&V for the first time, upon your request and at your cost, GAPVIET.COM may conduct the A&V for the second or more times at the additional charge of US$100 per A&V. However, in no event shall GAPVIET.COM be obliged to conduct any A&V after three (3) calendar months from the date of your Service Order. If you fail to successfully complete the A&V within the above 3 months period, your Service Order for the Services will be deemed to be cancelled.

2.3 If you fail the A&V and then cancel the Service Order or if you are deemed to cancel a Service Order upon the expiry of the above-mentioned 3 months period, GAPVIET.COM will refund the service fees in accordance with our established practices, provided, however that GAPVIET.COM shall have the right to deduct US$100 as administrative charges in connection with the A&V that has been conducted as well as any other applicable charges, levies, costs and expenses that may be incurred in connection with or arising from such refund. You shall provide to us correct bank account details and other information necessary for GAPVIET.COM to process and make the refund. In case you fail to provide the required information within three (3) months, you will be deemed to have waived any claim in respect of such refund money, and GAPVIET.COM shall be entitled to forfeit absolutely the entire service fees paid by you without any liability to you.

2.4 Any changes to the information that has been verified under the A&V shall be subject to new A&V at Member's own expense. If Member fails to make payment and the changed information is not verified, GAPVIET.COM may, in its sole discretion, suspend or revoke all Services with respect to such Member without any refund or other compensation to Member.

2.5 Upon each renewal of the Gold Supplier Service, the A&V shall be carried out by GAPVIET.COM in accordance with this clause 2. If you purchase the Gold Supplier Service for more than one year, you shall also undergo and pass the A&V annually prior to the expiry date of each annual placement period in accordance with this clause 2.

2.6 You agree not to hold GAPVIET.COM and our affiliates liable for any errors or omissions made (whether or not negligent, intentional or otherwise) by an A&V Agency.

2.7 GAPVIET.COM may, at its discretion and subject to authorization by the A&V Agency (if any), display a sign or mark or other materials as GAPVIET.COM considers appropriate to indicate that Member has passed the A&V. However, Member shall not make any use of such sign or mark for any purpose without prior written consent by GAPVIET.COM.

2.8 You acknowledge that, despite your completion of the A&V process and/or any subsequent registration as a Gold Supplier member (“Member”), GAPVIET reserves full right and discretion, for (including but not limited to) compliance and/or internal governance reasons, to reject your registration for the Gold Supplier Service or to deregister you as a Member (if you were already registered). If this occurs, GAPVIET.COM shall at its sole discretion refund within 90 days to you the pro-rated amount of any fees received from you for unused Services for the remainder of the Service Period after the termination date

  1. Services

3.1 The Gold Supplier Service has the following core features (which may be modified or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of GAPVIET.COM upon notification):

3.1.1 Company Profile - allows Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, products and services offered, etc.;

3.1.2 Product Showcase - allows Member to display and edit descriptions, specifications and images of its products;

3.1.3 Trade Lead Posting - allows Member to post on the Site for public display offers to buy or sell Member’s products and services;

3.2 The Value Added Services, which are governed by separate additional terms under each Value Added Service, include the following:

3.2.1 Product Showcase: To place products of Gold Suppliers in priority ranking on the Website.

3.3 These Value Added Services are offered only to Members whose service period for the Gold Supplier Service is still valid, and not all Value Added Service(s) may be available in every country.

3.4 GAPVIET.COM reserves the right to change, upgrade, modify, limit or suspend the Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. GAPVIET.COM further reserves the right to introduce new features, functionalities or applications to the Services or to future versions of the Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by GAPVIET.COM, and in particular:

3.4.1 in the event that GAPVIET.COM decides, at its sole discretion, to upgrade or modify a Value Added Service in a particular country, upon reasonable notice to affected Members of the above, GAPVIET.COM may convert any credit or unused amount in the relevant Value Added Service account of the affected Member to corresponding credits in the upgraded or modified Value Added Service offering, at such rate to be determined by GAPVIET.COM; and/or

3.4.2 in the event that GAPVIET.COM decides, at its sole discretion, to terminate or discontinue a Value Added Service permanently in a country, GAPVIET.COM may, upon reasonable notice to affected Members, either: (i) convert or upgrade such affected Member to another Value Added Service in accordance with clause 3.3(a) ; or (ii) refund the affected Member any unused amount or pro-rated amount (as the case may be) of any fees paid by such Member for unused Value Added Service as at the Value Added Service termination date based on the records of the Value Added Service account held by GAPVIET.COM, at such exchange rate utilized by GAPVIET.COM as at the relevant date in the event of any currency conversion (if applicable), less any applicable bank fees or charges.

3.5 The Services are offered only to business or corporate entities (e.g. corporations, limited liability companies, partnership, sole proprietors, etc.) that are capable of having a business name and business address that may be verified by the A&V Agency.

3.6 For purposes of this Agreement, “offshore entities” shall refer to entities which are either (a) registered or incorporated outside the country in which it has its main offices and operations, or (b) entities which are registered or incorporated outside the country where its principal shareholders reside. Notwithstanding the aforementioned, GAPVIET.COM shall reserve the sole discretion to determine whether a potential subscriber would be deemed as an “offshore entity” for purposes of this Agreement. In the event this occurs prior to (as the case may be) the undertaking or completion of A&V, GAPVIET.COM shall be entitled to terminate this Agreement pursuant to Clause 8.1(10) of this Agreement and will refund the service fees in accordance with our established practices, provided, however that GAPVIET.COM shall have the right to deduct US$100 as administrative charges in connection with the A&V that has been conducted (if applicable) as well as any other applicable charges, levies, costs and expenses that may be incurred in connection with or arising from such refund.

3.7 Member shall keep confidentiality and proper custody of its Member ID and Password of the account assigned to Member in connection with its use of the Services (the “Account”). A set of Member ID and Password is unique to a single Account. Member agrees that it shall be solely responsible for any use of its Account (including without limitation publishing of any information and materials, accepting any online rules and agreements, subscribing for or purchasing any service or product online) and any use of its Account will be deemed by GAPVIET.COM as having been fully authorized by such Member. Member shall not share with, assign to or permit a third party to use its Account, Member ID or Password (collectively, "multiple use"). Member acknowledges that multiple use of its Account with any third party may cause irreparable harm to GAPVIET.COM or other users of the Site, and agrees to indemnify GAPVIET.COM and its affiliates against any loss or damages suffered by GAPVIET.COM and its affiliates as a result of multiple use of its Account. If Member fails to take necessary measures to maintain the security of the Account or to prevent the risks of unauthorized access, GAPVIET.COM shall have the right to suspend the provision of the Services or terminate this Agreement without any refund or other compensation to Member.

3.8 GAPVIET.COM shall have the right, but shall not be obliged, to monitor or examine any information and materials including any website link that Member publishes or submits to GAPVIET.COM for publishing on the Site (the “Member Materials”). Publishing of Member Materials shall by no means mean that GAPVIET.COM has endorsed or otherwise certify the contents of such Member Materials. Member shall be solely responsible for the contents of its Member Materials.

3.9 If any activities of Member on the Site or any Member Materials (including material accessible through a link in the Member Materials), in GAPVIET.COM’s reasonable opinion, are in violation of any applicable laws and regulations or a third party’s legitimate rights (including without limitation intellectual property rights), the terms of this Agreement or the Website Terms or may otherwise subject GAPVIET.COM or its affiliates to liability, GAPVIET.COM may, at its option, delete, remove or modify such Member Material or any part thereof and/or limit or suspend the provision of the Services or any part thereof (including without limitation limiting the number or types of product listings that the Member can publish on the Site for such duration as GAPVIET.COM may in its sole discretion consider appropriate).

3.10 GAPVIET.COM reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, GAPVIET.COM may disclose Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. GAPVIET.COM shall not be liable for damages or results thereof, and Member agrees not to bring any action or claim against GAPVIET.COM for such disclosure. In connection with any of the foregoing, GAPVIET.COM may suspend or terminate Member’s Account as GAPVIET.COM deems appropriate at its sole discretion. GAPVIET.COM shall have the right to publish the records relating to handling of complaints against Member, breaches by Member or termination of this Agreement on the Site.

3.11 Member hereby grants to GAPVIET.COM a non-exclusive, royalty-free, sub-licensable, worldwide, transferable license to (a) display, publish or transmit all or part of the Member Materials or any adaptations thereof, (b) link, copy, store, adapt, translate or make other reasonable use of all or part of the Member Materials or any adaptations thereof, necessary to provide the Services in any medium known now and in the future.

3.12 Member authorizes GAPVIET.COM (GAPVIET.COM however has no obligation) to, directly or indirectly, in such form and at such time and conditions at GAPVIET.COM’s sole discretion, promote, on behalf of Member, any Materials. To the extent that GAPVIET.COM does not materially modify such Materials, Member agrees and undertakes that it shall be solely responsible for, and shall keep GAPVIET.COM fully indemnified against any action, liability, claim, loss, damage and expense (including legal cost) arising from or related to such Materials.

3.13 GAPVIET.COM reserves the right to improve or update the Services at any time, including improvement to or upgrade of the company and product classifications, ranking etc.

  1. Service Period

4.1 Unless otherwise agreed by the parties, the service period for the Gold Supplier Service shall be one (1) year from the activation date of the Account. Activation of the Account shall be notified to Member via email to such email address provided by Member upon registration for the Service.

4.2 The service period for any Value Added Service shall be the agreed period specified in the relevant Service Order provided that if Member’s Gold Supplier Service expires or terminates, all of its Value Added Services under the same Account shall terminate simultaneously, unless otherwise provided for pursuant to the respective terms and conditions of each of these Value Added Services.

4.3 This Agreement will expire on the day when all the service periods expire unless early terminated according to the terms of this Agreement.

  1. Fees and Payment

5.1 In consideration of GAPVIET.COM's agreement to process the application and, subject to the A&V, to provide the Services, you agree to pay GAPVIET.COM (or its relevant affiliate and/or authorized sales agent, authorized resellers, or authorized channel partners) the service fees. All service fees shall be payable in advance to GAPVIET.COM or its affiliate or authorized agent, authorized reseller, or authorized channel partner by wire transfer, credit card, third-party payment system (including but not limited to PayPal) or such other method acceptable to GAPVIET.COM, in US Dollars or its equivalent in such other currency as permitted by GAPVIET.COM. Except as provided in clauses 2.3 and 3.5, all payments made for Services are non-refundable.

5.2 You shall be responsible for and shall pay all Taxes due under these Terms and on all amounts payable hereunder. Unless otherwise indicated, all amounts payable by you to GAPVIET.COM are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by you to GAPVIET.COM as applicable and as required by law such that the net amount actually received by GAPVIET.COM equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by you to GAPVIET.COM where you has provided GAPVIET.COM with evidence to GAPVIET.COM's satisfaction of a lawful and applicable exemption for such Taxes. ‘“Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, including but not limited to sales, use, license, excise, good and services, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a taxation authority together with all interest, penalties, fines or other additional amounts imposed in respect thereof, but for greater certainty excludes any of the foregoing which are (i) based on gross or net income, (ii) franchise taxes, or (iii) property, personal property or rental taxes (collectively "Excluded Taxes"). Each party shall be responsible for any and all Excluded Taxes that it is liable for under applicable law. Notwithstanding anything else contained herein, all amounts payable by you pursuant to these Terms shall be free of withholding on account of any Taxes. If any Taxes are required to be withheld from any such amount payable by you under these Terms, you (A) shall pay an additional amount such that the net amount actually received by GAPVIET.COM, after such withholding, equals the full amount of the payment then due, (B) shall timely pay to the relevant taxation authority the full amount required to be withheld in accordance with applicable law, and (C) shall furnish GAPVIET.COM as soon as practicable (but in no event later than thirty (30) calendar days post payment to the relevant taxation authority) an official receipt evidencing payment of the withheld amount to the relevant taxation authority. “Taxation Authority” means any government, state, municipality or any local, provincial, state or other fiscal, customs, excise or taxing authority, body or official anywhere in the world with responsibility for, and competency to, impose, collect, audit, assess, administer or levy any Taxes or make any decision or ruling in respect of any Taxes.

5.3 GAPVIET.COM reserves the right to modify its pricing structure, discounts and payment conditions from time to time at its sole discretion.

  1. Member Responsibilities

6.1 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for GAPVIET.COM’s provision of the Services. If Member’s failure to do so results in delay in the provision of any Service, GAPVIET.COM shall not be obliged to extend the relevant service period or liable for any loss or damages arising from such delay.

6.2 Member represents, warrants, and undertakes (where applicable) to GAPVIET.COM that:

6.2.1 it has the full power and authority to enter into this Agreement, to grant the license and authorization and to perform its obligations hereunder;

6.2.2 it will carry on its activities on the Site in compliance with any applicable laws and regulations;

6.2.3 it will not use the Services to defraud users of the Site or engage in other unlawful activities (including without limitation spamming, allowing another to use its business registration information to subscribe for an GAPVIET.COM service);

6.2.4 it has the legitimate right and authorization to sell, distribute or export all products or services it posts on the Site or otherwise referred to in its Member Materials;

6.2.5 all contents of its Member Materials are true, lawful and accurate, and are not false, misleading or deceptive;

6.2.6 it will not impersonate any person or entity, or misrepresent itself or its affiliation with any person or entity;

6.2.7 it will not post any product or service listing in breach of the Site’s Product Listing Policy, and its Member Materials or any product or service referred to in its Member Materials do not infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right, rights of publicity and privacy or other legitimate rights;

6.2.8 its Member Materials do not contain information that is defamatory, libellous, threatening or harassing, obscene or sexually explicit or harmful to minors;

6.2.9 its Member Materials do not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

6.3 Member agrees and undertakes that it will not:

6.3.1 copy, reproduce, exploit or expropriate GAPVIET.COM's various proprietary directories, databases and listings;

6.3.2 use or distribute any computer viruses or other destructive devices and codes that may harm, interfere with, intercept or expropriate any software or hardware system, data or personal information;

6.3.3 gain or attempt to gain authorized access to the computer systems or networks used by GAPVIET.COM and/or any user of the Site or engage in any other activities that may harm the integrity of such computer systems or networks;

6.3.4 take any action which may undermine the integrity of GAPVIET.COM's feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.

6.4 With regards to information about or posted on behalf of any business referee, Member represents and warrants that it has obtained all necessary consents, approvals and waivers from its business partners and associates (a) to act as its business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about Member.

6.5 Member shall conduct all activities on the Site in accordance with all applicable laws and regulations and commonly accepted commercial practices. Member shall also conduct its business affairs with integrity and in an ethical manner.

6.6 Member acknowledges and agrees that GAPVIET.COM shall not be responsible, and shall have no liability to it or anyone else for any content of the Member Materials or materials posted by third parties.

6.7 Member shall be solely liable for its business name submitted. In case GAPVIET.COM receives any complaint or claim against Member in respect of its business name, unless Member changes to a new business name which has also passed the A&V, GAPVIET.COM shall have the right to suspend or terminate Member’s Account immediately.

6.8 Member agrees to indemnify GAPVIET.COM and its affiliates and their employees, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from its Member Materials or use of the Services or from Member's breach of this Agreement or the Website Terms (including claims arising from Member’s business name) and from claims of third parties. GAPVIET.COM reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member, in which event Member shall cooperate with GAPVIET.COM in asserting any available defenses.

  1. Limitation of Liability

7.1 GAPVIET.COM represents and warrants that it will provide the Services with reasonable care and skill. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY LAW THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND GAPVIET.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED. IF GAPVIET.COM BREACHES THE WARRARNTY HEREUNDER, GAPVIET.COM SHALL RE-PERFORM THE AFFECTED PART OF THE SERVICES. TO THE FULL EXTENT PERMITTED BY LAW, THE REMEDY UNDER THIS CLAUSE 7.1 SHALL BE MEMBER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF GAPVIET.COM’S WARRANTIES UNDER THIS AGREEMENT.

7.2 TO THE FULL EXTENT PERMITTED BY LAW, GAPVIET.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWSIE, ARISING FROM THE USE OR INABILITY TO USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.

7.3 Member agrees not to hold GAPVIET.COM responsible for third parties’ content, actions or inactions. If Member uses third parties’ services, software or products in connection with the Services, Member further agrees not to hold GAPVIET.COM responsible for such third parties’ services, software or products.

7.4 Any material downloaded or otherwise obtained through the use of the Services is done at Member's sole discretion and risk and Member is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by Member from GAPVIET.COM or through or from the Services shall create any warranty not expressly stated in this Agreement.

7.5 Notwithstanding any of the foregoing provisions, the aggregate liability of GAPVIET.COM and its affiliates and their employees, agents and representatives or anyone acting on their behalf, with respect to Member for all claims arising from the use of the Services or the Site shall not exceed the amount of the services fees that Member pays to GAPVIET.COM during the current service period for the Gold Supplier Service. The preceding sentence shall not preclude the requirement by Member to prove actual damages. All claims arising from the use of the Services must be filed within one (1) year from the date the cause of action arose.

  1. Termination

8.1 If any of the following circumstances occurs, GAPVIET.COM shall have the right to terminate the Agreement immediately at such time deemed appropriate by GAPVIET.COM acting in its sole discretion upon written notice to Member and to forfeit the service fees for any unused Services without liability:

8.1.1 GAPVIET.COM has reasonable grounds to believe that Member uses the Services for any fraudulent or other unlawful purpose.

8.1.2 upon complaint or claim from any third party, GAPVIET.COM has reasonable grounds to believe that Member has wilfully or materially breached its contract with the third party complainant, including without limitation where Member has failed to deliver the products ordered by the complainant after receipt of the purchase price, or where Member has failed to make payment to the complainant after receipt of the products delivered by the complainant, or where Member has delivered the products that fail to materially meet the terms and descriptions outlined in Member Materials;

8.1.3 GAPVIET.COM has reasonable grounds to believe that Member is involved in the production or sale of any inferior goods or any goods which infringe any intellectual property rights or other legitimate rights of any third party;

8.1.4 Member assigns or transfers part or all of its rights and obligations under this Agreement to a third party (including multiple use of its Account) without GAPVIET.COM’s prior written consent;

8.1.5 Member sells any business information related to buyers and/or their buy leads/enquiries which are obtained by Member as a result of use of the Services without GAPVIET.COM’s prior written consent;

8.1.6 Member is involved in any scheme or activities to undermine the integrity or normal operation of the computer systems or networks of the Site (including gaining unauthorized access to the systems of the Site, stealing, modifying or deleting the information of other members of the Site without authorization);

8.1.7 Member is in breach of any of its representations, warranties and undertakings in clause 6;

8.1.8 Member has failed to rectify any breach of this Agreement other than those under para (1)-(7) hereof within 10 working days of being notified by GAPVIET.COM of such breach;

8.1.9 Member has committed breaches other than those under para (1)–(7) hereof for 3 or more times;

8.1.10 Member ceases to conduct its operations, is insolvent or wound up, or becomes the subject of any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors or similar proceeding; or

8.1.11 Member and/or its director(s), officer(s) or controlling party/ies became, or GAPVIET.COM has reason to believe that Member and/or its director(s), officer(s) or controlling party/ies will become, an entity or person that is subject to any economic or trade sanctions of any governmental, inter-national or regulatory entities, provided that should GAPVIET.COM exercise its right of termination under this Clause 8.1(11), GAPVIET.COM may, at its sole discretion (but not as an obligation), refund to Member within 90 days part or all of the fees for any unused Services for the reminder of the Service Period after the termination date.

8.2 If the Agreement is terminated under clause 8.1 and other provisions of this Agreement, GAPVIET.COM shall have the right to refuse any and all current or future use by Member of the Services or any other services that may be provided by GAPVIET.COM. Furthermore, GAPVIET.COM shall have the right to refuse any renewal or extension of Service Period if any of the scenario described in Clause 8.1(11) occurred.

8.3 In the event that GAPVIET.COM does not receive full payment of Service fees for whatsoever reason, or within ten (10) days of automatic renewal of the Service, such Member's subscription shall be terminated immediately without further notification from GAPVIET.COM. Access to the Gold Supplier Service shall be denied upon such termination.

8.4 Notwithstanding any of the foregoing provision of this Clause 8, GAPVIET.COM may at any time with 14 calendar days prior written notice for convenience without reason terminate this Agreement. Such termination shall be without prejudice to all rights and obligations incurred by Member and GAPVIET.COM on and prior to the termination date. GAPVIET.COM shall at its sole discretion refund within 90 days to Member the pro-rated amount of any fees received from Member for unused Services for the remainder of the Service Period after the termination date.

8.5 It is the sole obligation of Member to keep GAPVIET.COM informed of a valid and legally permissible account for receiving any funds payable to it under this Agreement. GAPVIET.COM shall not be responsible for any delay or failure of receipt of funds by Member arising out of incomplete or inaccurate information provided by Member and GAPVIET.COM shall only use its reasonable commercial efforts to contact Member in respect of any such delay or failure.

  1. Force Majeure

9.1 Under no circumstances shall GAPVIET.COM be held liable for any delay or failure or disruption of the Services resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.

  1. General Provisions

10.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced

10.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section

10.3 Any failure by GAPVIET.COM to exercise any of its rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.

10.4 GAPVIET.COM shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of GAPVIET.COM). Member may not assign, in whole or part, this Agreement to any person or entity.

10.5 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail. Any non-English language version of this Agreement is provided for reference purposes only.

GAPVIET.COM VALUE ADDED SERVICE GENERAL TERMS AND CONDITIONS

PLEASE READ THIS AGREEMENT CAREFULLY

Version: January 2021

These Terms and Conditions together with the Service Order (collectively, the “Agreement”) govern the Value Added Services for Gold Suppliers selected by Member on the Service Order (the “Services”).

  1. Term and Conditions

1.1 This Agreement shall take effect on the day when GAPVIET.COM receives the full payment of the total fees specified in the Service Order (“Fees”) and shall remain in force until the last date of the relevant service periods of the Services unless early terminated in accordance with this Agreement.

  1. Website Terms

2.1 The Services are provided subject to the special terms and conditions of the Services, the Terms of Use Agreement and all rules and policies of the Website (including without limitation the Privacy Policy, Product Listing Policy, any rules or policies applicable to any Value Added Service), each published on the Website and as may be revised from time to time (“Website Terms”). Member hereby agrees to comply with such Website Terms at all times.

  1. Member’s Rights and Obligations

3.1 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for GAPVIET.COM’s performance of this Agreement. If Member’s failure to do so results in delay in the provision of any Service, GAPVIET.COM shall not be obligated to extend the expiry date of the relevant placement period nor shall be liable for any loss or damage arising from such delay.

3.2 Member shall keep proper custody of the account number and password of the account assigned by GAPVIET.COM to Member in connection with the use of the Services. Member agrees that Member will be solely responsible for any use of such account (including without limitation publishing of any information and materials, accepting any online rules and agreements, subscribing for or purchasing any service or product online) and any use of such account will be deemed by GAPVIET.COM as fully authorized by Member. If Member fails to take necessary measures to maintain the security of the account or to prevent the risks of unauthorized access, GAPVIET.COM shall have the right to suspend the Services or terminate this Agreement without any refund or other compensation to Member.

3.3 Member shall conduct all activities on the Website in compliance with all applicable laws and regulations and commonly accepted commercial practices. Member shall carry on dealings with third parties on the basis of fairness and good faith.

3.4 Member grants GAPVIET.COM a non-exclusive, royalty-free, sub-licensable, worldwide, transferable license to (a) display, publish or transmit on or via the Website all information and materials (including the Content or any website link) provided by Member to GAPVIET.COM and/or published by Member on the Website (“Materials”), (b) link, copy, store, adapt or make other reasonable use of the Materials necessary for GAPVIET.COM to perform this Agreement.

  1. GAPVIET.COM’s Rights and Obligations

4.1 GAPVIET.COM shall have the right to examine all Materials, whether on its own initiative or upon a third party complaint. If any Material, in GAPVIET.COM’s reasonable opinion, is in violation of any applicable laws and regulations, the terms of this Agreement or the Website Terms or may otherwise subject GAPVIET.COM to liability, GAPVIET.COM may at its option, delete, remove or modify such Material or any part thereof and/or limit or suspend the provision of the Services to Member, including without limitation restricting the number or types of product listings that Member can publish on the Website.

4.2 GAPVIET.COM shall also have the right to publish the records relating to handling of complaints against Member, breaches by Member or termination of this Agreement on the Website.

4.3 Member authorizes GAPVIET.COM (GAPVIET.COM however has no obligation) to, directly or indirectly, in such form and at such time and conditions at GAPVIET.COM’s sole discretion, promote, on behalf of Member, any Materials. To the extent that GAPVIET.COM does not materially modify such Materials, Member agrees and undertakes that it shall be solely responsible for, and shall keep GAPVIET.COM fully indemnified against any action, liability, claim, loss, damage and expense (including legal cost) arising from or related to such Materials.

4.4 GAPVIET.COM reserves the right to improve or update the Services at any time, including improvement to or upgrade of the company and product classifications, ranking etc.

  1. No Refund

5.1 Member shall not be entitled to refund of all or part of the Fees if it has not used all or part of the Services subscribed by it before the expiry of the relevant service periods of such Services, unless otherwise provided in the terms and conditions of such Services.

5.2 You shall be responsible for and shall pay all Taxes due under these Terms and on all amounts payable hereunder. Unless otherwise indicated, all amounts payable by you to GAPVIET.COM are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by you to GAPVIET.COM as applicable and as required by law such that the net amount actually received by GAPVIET.COM equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by you to GAPVIET.COM where you has provided GAPVIET.COM with evidence to GAPVIET.COM's satisfaction of a lawful and applicable exemption for such Taxes. ‘“Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, including but not limited to sales, use, license, excise, good and services, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a taxation authority together with all interest, penalties, fines or other additional amounts imposed in respect thereof, but for greater certainty excludes any of the foregoing which are (i) based on gross or net income, (ii) franchise taxes, or (iii) property, personal property or rental taxes (collectively "Excluded Taxes"). Each party shall be responsible for any and all Excluded Taxes that it is liable for under applicable law. Notwithstanding anything else contained herein, all amounts payable by you pursuant to these Terms shall be free of withholding on account of any Taxes. If any Taxes are required to be withheld from any such amount payable by you under these Terms, you (A) shall pay an additional amount such that the net amount actually received by GAPVIET.COM, after such withholding, equals the full amount of the payment then due, (B) shall timely pay to the relevant taxation authority the full amount required to be withheld in accordance with applicable law, and (C) shall furnish GAPVIET.COM as soon as practicable (but in no event later than thirty (30) calendar days post payment to the relevant taxation authority) an official receipt evidencing payment of the withheld amount to the relevant taxation authority. “Taxation Authority” means any government, state, municipality or any local, provincial, state or other fiscal, customs, excise or taxing authority, body or official anywhere in the world with responsibility for, and competency to, impose, collect, audit, assess, administer or levy any Taxes or make any decision or ruling in respect of any Taxes.

  1. Warranties

6.1 Member warrants to GAPVIET.COM that: (a) it has the full power and authority to enter into this Agreement and to grant the license and authorization and perform its obligations hereunder; (b) all Materials are true, lawful and accurate, are not misleading or deceptive, and do not violate any applicable laws and regulations; (c) it will carry on its activities on the Website in compliance with all applicable laws and regulations and will not use the Services to defraud users of the Website or for other unlawful purposes; (d) it has the legitimate right and authorization to sell, distribute or export all products described in the Materials; (e) none of the Materials (including without limitation Member’s company name and product information) infringes any intellectual property right, privacy right or other legitimate rights of any third party.

6.2 Member shall indemnify GAPVIET.COM and its subsidiaries and affiliates against any action, liability, claim, loss, damage and expense (including legal costs) arising, directly or indirectly from or related to (a) any breach by Member of any term of this Agreement; (b) claims from third parties. GAPVIET.COM reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member, in which event Member shall cooperate with GAPVIET.COM in asserting any available defenses.

6.3 GAPVIET.COM warrants to Member that it will provide the Services with reasonable care and skill. If GAPVIET.COM breaches this Clause 6.3, GAPVIET.COM shall re-perform the affected part of the Services. TO THE FULLEST EXTENT PERMITTED BY LAW, THE REMEDY UNDER CLAUSE 6.3 SHALL BE MEMBER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF GAPVIET.COM’S WARRANTIES UNDER THIS AGREEMENT.

  1. Limitation of Liability

7.1 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY LAW THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND GAPVIET.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

7.2 TO THE FULLEST EXTENT PERMITTED BY LAW, GAPVIET.COM SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF DATA), WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISING FROM THE USE OF INABILITY TO USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONSABLY FORESEEBLE.

7.3 Member agrees not to hold GAPVIET.COM responsible for third parties’ content, actions or inactions. If Member uses third parties’ services, software or products in connection with the Services, Member further agrees not to hold GAPVIET.COM responsible for such third parties’ services, software or products.

7.4 Any material downloaded or otherwise obtained through the use of the Services is done at Member's sole discretion and risk and Member is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by Member from GAPVIET.COM or through or from the Services shall create any warranty not expressly stated in this Agreement.

7.5 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GAPVIET.COM AND ITS AFFILIATES AND THEIR EMPLOYEES, AGENTS AND REPRESENTATIVES OR ANYONE ACTING ON THEIR BEHALF, WITH RESPECT TO MEMBER FOR ALL CLAIMS ARISING FROM THE USE OF Services or the Website shall not exceed the amount of the services fees that Member pays to GAPVIET.COM during the current service period for the Services. The preceding sentence shall not preclude the requirement by Member to prove actual damages. All claims arising from the use of the Services must be filed within one (1) year from the date the cause of action arose.

  1. Termination

8.1 If any of the following circumstances occurs, GAPVIET.COM shall have the right to terminate the Agreement immediately at such time deemed appropriate by GAPVIET.COM acting in its sole discretion upon written notice to Member and to forfeit the Fees for any unused Services without liability:

1) Member breaches any of the warranties in clause 6.1;

2) GAPVIET.COM has reasonable grounds to believe that Member uses the Services for any fraudulent or other unlawful purpose;

3) upon complaint or claim from any third party, GAPVIET.COM has reasonable grounds to believe that Member has willfully or materially breached its contract with the third party complainant, including without limitation where Member has failed to deliver the products ordered by the complainant after receipt of the purchase price, or where Member has delivered the products that fail to materially meet the terms and descriptions outlined in Member’s Materials;

4) GAPVIET.COM has reasonable grounds to believe that Member is involved in the production or sale of any inferior goods or any goods which infringe any intellectual property rights or other legitimate rights of any third party;

5) Member assigns or transfers part or all of its rights and obligations under this Agreement to a third party without GAPVIET.COM’s prior written consent (including allowing a third party to access to its account with GAPVIET.COM or use the Services or assigning its account and password to a third party);

6) Member sells any business information related to buyers and/or their buy leads/enquiries which are obtained by Member as a result of use of the Services without GAPVIET.COM’s prior written consent;

7) Member is involved in any scheme or activities to undermine the integrity or normal operation of the computer systems or networks of the Website (including gaining unauthorized access to the systems of the Website, stealing, modifying or deleting the information of other members of the Website without authorization),

8) Member has failed to rectify any breach of this Agreement or the Website Terms other than those under paragraph (1)-(7) hereof within 10 working days of being notified by GAPVIET.COM of such breach;

9) Member has committed breaches of this Agreement or the Website Terms other than those under paragraph (1)–(7) hereof for 3 or more times;

10) Member ceases to conduct its operations, is insolvent or wound up, or becomes the subject of any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors or similar proceeding; or

11) Member and/or its director(s), officer(s) or controlling party/ies became, or GAPVIET.COM has reason to believe that Member and/or its director(s), officer(s) or controlling party/ies will become, an entity or person that is subject to any economic or trade sanctions of any governmental, inter-national or regulatory entities.

8.2 If GAPVIET.COM terminates this Agreement according to clause 8.1, GAPVIET.COM and its affiliates shall have the right to terminate all agreements with Member and/or its branches or affiliates concerning the Gold Supplier service and related value added services. Furthermore, GAPVIET.COM shall have the right to refuse any renewal or extension of the subscribed Services period if any of the scenarios described in Clause 8.1(11) occurred.

8.3 Notwithstanding any of the foregoing provision of this Clause 8, GAPVIET.COM may at any time with 14 calendar days prior written notice for convenience without reason terminate this Agreement. Such termination shall be without prejudice to all rights and obligations incurred by Member and GAPVIET.COM on and prior to the termination date. GAPVIET.COM may in its discretion refund within 90 days to Member the pro-rated amount of any fees received from Member for unused Services for the remainder of the subscribed Services period after the termination date.

8.4 It is the sole obligation of Member to keep GAPVIET.COM informed of a valid and legally permissible account for receiving any funds payable to it under this Agreement. GAPVIET.COM shall not be responsible for any delay or failure of receipt of funds by Member arising out of incomplete or inaccurate information provided by Member and GAPVIET.COM shall only use its reasonable commercial efforts to contact Member in respect of any such delay or failure.

  1. Force Majeure

9.1 Under no circumstances shall GAPVIET.COM be held liable for any delay or failure or disruption of the Services resulting directly or indirectly from acts of nature, forces or causes whatsoever outside its reasonable control (including without limitation, events such as acts of God, Internet failure, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortage of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals).

  1. General Provisions

10.1 This Agreement shall be governed by the laws of Norway, and the Parties submit to the exclusive jurisdiction of the courts of Norway.

10.2 Member may not assign or transfer, in whole or in part, this Agreement to any person or entity. GAPVIET.COM may assign or transfer this Agreement (including all of its rights, titles, benefits, interests, obligations and duties in this Agreement) to any person or entity (including any affiliates of GAPVIET.COM) without Member’s consent. Any amendment to this Agreement shall not take effect unless it is made in writing and signed by GAPVIET.COM.

10.3 If any provision is illegal, unenforceable or invalid, that provision shall be severed but the remaining provisions of this Agreement will be unaffected and will remain in full force. Any failure by a party to exercise any of its rights under this Agreement shall not constitute a waiver of such right. A waiver shall only be effective if it is in writing.