VNTRIP TMS Terms of Service

Last updated: 24 April 2024

1. Definitions

Service Providers

• Shared Customer Data.
• Sub-processors: Authorized third-party service providers engaged by Vntrip to assist in delivering the Services.
• Travel Providers: Third-party providers of travel-related services booked through the Services, solely to facilitate the purchase or provision of those services to users.
• “Implementation Services” – Services conducted by Vntrip to configure and initiate the Services for the utilization by the Customer and its Users, as specified in the Service Agreement.

2. Account Setup

2.1 Corporate Account

To access and use Vntrip TMS services, the Customer must sign up for an account (“Corporate Account”) by providing us their company information through our website or by reaching out to us via our contact phone number, email or chat available on our website. Upon signing the Service Agreement, this Agreement will come into effect and will remain in force until terminated as outlined. The Customer is responsible for (a) safeguarding the confidentiality of their account access credentials and those of their Users; and (b) ensuring the security of the systems and networks used for accessing the Services. Customers acknowledge accountability for all activities authenticated through their access credentials, within lawful boundaries. Should any suspicion arise regarding the security of their Corporate Account, customers are urged to promptly notify Vntrip.

2.2 Implementation Services

Vntrip will provide the requisite services essential, to assist the customers in maximizing the Services, such as account setup and training.

3. Customer Obligations

3.1 Onboarding

Provide us with complete and accurate information for setting up Corporate Account

3.2 Collaboration and Support

Provide in a timely manner, any assistance and access to information required in order to render the requested Services. Customer authorizes Vntrip to share such information with vendors and service providers as necessary for the delivery of the requested services.

3.3 Significant Changes

Promptly notify Vntrip of any significant changes in information previously provided to us, including but not limited to: tax information, financial status, ownership structure, or administrative point of contact. Notify Vntrip immediately, if the customer becomes insolvent, makes an assignment for the benefit of creditors, cessation of business, or initiation of bankruptcy, reorganization, rearrangement, insolvency, liquidation proceeding, or other proceeding under any bankruptcy or other law for the relief of debtors by or against the customer.

3.4 Promotional Assistance

Customer grants to Vntrip, limited right to use the Customer name, trademarks, and logos (referred to collectively as “Customer Brand Markers”). This right is non-exclusive, non-transferable, and revocable, and is subject to compliance with any guidelines related to the use of Customer trademarks and logos provided by the Customer to Vntrip. All accruing of goodwill from such usage shall be solely for the benefit of the Customer.

3.5 Compliance oversight

The Customer shall ensure that all Users adhere to the terms of the Agreement, including but not limited to the responsibilities outlined in Sections 4.4, 4.5, and 4.6. The Customer bears responsibility for any noncompliance by Users. In the event of suspected or alleged violations of the Agreement by a User or an unauthorized third party, the Customer must promptly inform Vntrip. Furthermore, the Customer is required to collaborate with Vntrip in their investigation and any actions taken to enforce the Agreement. Vntrip reserves the right to suspend or terminate a User’s access to the Services upon notice to the Customer, if Vntrip reasonably determines that the User has breached the Agreement or violated applicable law.

3.6 Customer Data and Usage

Customer Data. Customer Data includes data derived from Customer Data but does not include anonymized or non-identifiable data or metadata associated solely with the behaviors or actions of Users with the Services (“Usage Data”). Customer will retain all right, title, and interest in Customer’s Intellectual Property Rights to Customer Data. Vntrip may reproduce, distribute, modify, and adapt Customer’s Data for the purpose of providing the Services, including disclosing Customer Data to sub-processors to provide the Services to Customer and to Travel Providers to facilitate the purchase or provision of Travel Services by a User. Vntrip may use, during and after the Agreement, Usage Data for its own business purposes, such as operating and improving the Services, and developing new products and services.

3.7 Representations and Warranties Regarding Customer Data

Regarding any Customer Data utilized by Vntrip in line with the Agreement, Customer affirms and guarantees that:

• It possesses the essential rights, consents, and permissions to utilize and authorize Vntrip to utilize and disclose Customer Data as per the Agreement.
• Its privacy policies and practices align with relevant laws and enable Customer to furnish Customer Data to Vntrip and authorize Vntrip to use and disclose Customer Data in accordance with the Agreement.

4. Vntrip Services

4.1 Services

Vntrip will provide the Services in accordance with the Agreement, starting on the date specified in the Service Agreement (or, in the absence of a Service Agreement, upon Customer’s commencement of Service usage). This provision remains in effect until the Service Agreement or Agreement expires or is terminated. Customer is granted access and usage rights to the Services exclusively for internal business purposes, limited expressly to Customer’s Users.

4.2 Changes

Vntrip reserves the right to make changes to the Services at any time, except when such changes significantly affect features available to Customer and its Users in an adverse manner.

4.3 Restrictions

Customer is prohibited from attempting to disrupt the Services, Site, App, or Software, or gain unauthorized access to connected systems. Access to or use of the Services is limited to Users only. Prohibited actions include copying, modifying, or distributing any part of the Services, Site, App, or Software. Additionally, Customer shall not engage in reverse engineering, data scraping, or any activity that violates Vntrip’s Intellectual Property Rights.

4.4 Acceptable Use Policies

Customer agrees to use the Services exclusively for authorized and legal purposes, adhering to applicable laws, regulations, and the rights of others. Confidential information of third parties may not be stored or processed in the Services without proper lawful license or permission. Bulk unsolicited commercial communications are prohibited. Customer is responsible for Users’ compliance with travel expense and payment policies, and shall maintain confidentiality of user identifications, account numbers, and profiles.

4.5 Illegal Use of Services

Customer shall not use the Services in a manner that violates applicable laws. Vntrip reserves the right to immediately terminate the Agreement or Service Order, suspend Customer’s access, and/or cancel any booking if fraudulent, criminal, or law-violating use is detected or if instructed by a governmental or law enforcement authority.

4.6 Data Maintenance and Backup

While not designed as a data warehouse or backup solution, Vntrip will make commercially reasonable efforts to restore lost or corrupted Customer Data from its latest backup. Full restoration may not be guaranteed in such cases.

4.7 Prohibited Use of Services

Customer agrees not to utilize the Services in any manner that would contravene applicable laws. Vntrip reserves the right to promptly terminate this Agreement or the relevant Service Order, suspend Customer’s access to the Services, and/or suspend or cancel any booking if: (a) Vntrip, at its sole discretion, determines that the Services are being employed fraudulently, for criminal activities, or in violation of any applicable law or regulation; or (b) a governmental, legal, or other law enforcement authority mandates Vntrip to take such actions.

4.8 Data Maintenance and Backup

The Services are not designed to serve as a comprehensive data warehouse or backup solution. While complete restoration may not be feasible in the event of data loss or corruption, Vntrip will make commercially reasonable efforts to restore any lost or corrupted Customer Data from its most recent backup.

4.9 Beta Services

Vntrip may offer beta services to Customer prior to their general availability to all Vntrip customers or before their full release, which may be identified as beta, pilot, evaluation, or under similar designations (“Beta Services”). Vntrip reserves the right to modify or discontinue Beta Services at any time and for any reason.

5. Booking Services

5.1 Algorithm

Our Booking Services utilize proprietary algorithms (“Algorithm”) considering factors like Customer policy, User profiles, market conditions, and more to determine dynamic travel policy limits, market price, best price, and sorting of Travel Services results. The Algorithm, while dynamic, does not impact Travel Services pricing. Customers acknowledge variations in results based on Users, travel dates, and search elements.

5.2 Travel Risk

Vntrip disclaims liability for damages or losses resulting from travel to certain areas facilitated by Booking Services. Travel Providers are not Vntrip’s agents, subcontractors, or employees. Vntrip is not liable for any Travel Service disruptions, delays, or other impacts.

5.3 Travel Services

Through our Booking Services, Customer and Users access services (“Travel Services”) from third-party providers such as airlines, hotels and car service agencies (“Travel Service Providers”). To facilitate purchases, Customer authorizes Vntrip to share necessary User information (“Shared Customer Data”) with Travel Service Providers. Vntrip is not responsible for Travel Service provision, accuracy of information from Travel Service Providers, or any errors or inaccuracies in Travel Service details. Customer assumes all risks and responsibilities for Travel Service selection and use.

• Vntrip does not assume responsibility for the provision of Travel Services and does not guarantee the accuracy of any material, information, or outcomes provided to Customer by Travel Providers. The presentation of travel inventory through the Booking Services does not constitute a binding contract offer by Vntrip or the respective Travel Provider. Customer acknowledges and agrees that: (a) the procurement of Travel Services may be subject to the terms and conditions, agreements (such as contract of carriage), and privacy and security policies of the specific Travel Provider chosen by the User; and (b) the utilization of Travel Services will be subject to Customer’s and Users’ adherence to applicable law, including US export and sanctions laws and regulations.
• Customer and its Users bear sole responsibility for, and assume all associated risks with, the selection, utilization, and receipt of any Travel Service. Customer is accountable for the accuracy of all Shared Customer Data provided to Vntrip. Vntrip will take reasonable measures to ensure the accuracy of information transmitted between the User and the Travel Provider during a booking transaction.

6. Payment Services

If Customer chooses, at its discretion, to utilize any Vntrip Payment Services, the following terms in this Section 6 shall be applicable.

6.1 Credit Limit Assignment

Credit Limit specified in the relevant Service Agreement is the maximum amount of debt you can accumulate within a given period as specified in the relevant Service Agreement. Customer’s accounts will be subject to a spending limit (“Credit Limit”) determined solely by Vntrip in VND. The initial Credit

6.2 Customer Charges

Customer is liable for all charges incurred and any other payments made through Vntrip Payment Services (“Charges”). Customer shall establish and uphold controls to ensure that Vntrip Payment Services are utilized solely for legitimate Customer purposes. All Charges must be for business purposes, not for personal, family, or household purposes. Customer acknowledges that payment for Charges shall be made in accordance with the payment method specified in the relevant Service Agreement and in compliance with this Section 6.

6.3 Invoicing and Payment

Vntrip will provide a statement to the Customer before the payment due date listing the Charges incurred during each statement period. Customer consents to electronic notification and distribution of statements, and Vntrip shall provide Customer with an email notification granting access to each statement. The Customer is responsible for keeping their contact information complete and accurate, and for informing Vntrip of any changes to such information.

6.4 Payment

The Customer is obligated to pay the Fees as outlined by Vntrip in line with this Agreement, using the method detailed therein or chosen by the Customer (if applicable). Customer must initiate payment to Vntrip from their bank account to cover the payment due, on or before the due date. Payment terms for all Charges are outlined in the relevant Service Agreement. All Charges shall be settled via bank transfer, in the currency specified in the applicable Service Agreement. If the Customer makes any payment by bank transfer (as will be indicated in the Service Agreement, the Customer must ensure there are sufficient funds or credit in their designated account(s) to cover and make such payments on time, and must instruct their financial institution to authorize such payments.

6.5 Local Currency

All Fees will be billed and charged in VND unless otherwise stated in the Service Agreement. All transactions will be invoiced in the currency indicated on the applicable Service Agreement.

6.6 Late Payments

If Vntrip is unable to obtain payment of any Charges via the payment information on file or if payment of Charges is otherwise overdue, Vntrip may, in its discretion: (i) apply interest on past due amounts at the rate specified in the Service Agreement, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is fully received by Vntrip; and/or (ii) suspend the Customer’s access to the Services if Charges remain overdue after reasonable notice is provided to the Customer.

6.7 Disputed Charges

In case of a dispute concerning a Transaction, Customer should first seek to resolve the dispute directly with us. We may require the Customer to provide details or documentations regarding the disputed Charge. Vntrip will refrain from exercising its rights as described in Section 6.7 concerning Charges that are the subject of a reasonable and good-faith dispute, provided that the Customer is actively engaging in efforts to resolve the matter. Customers may dispute any Charges by contacting finance@vntrip.vn within 30 days following the invoicing or posting of said Charges to their account (as applicable). Vntrip will assess and address the dispute in a fair and reasonable manner. Charges not disputed within a 30-day period will be considered as accepted by the Customer.

6.8 Suspension of Vntrip Payment Services

Vntrip reserves the right to suspend or terminate Customer’s access to Vntrip Payment Services at any time and for any reason with prior notice. Charges or other payment obligations of Customer preceding the termination of Vntrip Payment Services for any reason shall survive such termination. If Vntrip suspends Vntrip Payment Services and Customer subsequently remedies, to Vntrip’s satisfaction, the cause for suspension (or the suspension is otherwise resolved to Vntrip’s satisfaction), Vntrip shall promptly reinstate Customer’s access to Vntrip Payment Services.

7. Ownership

7.1 Vntrip Property

The Services, Site, App, and Software, including all copies thereof, as well as all associated Intellectual Property Rights, shall at all times remain the exclusive property of Vntrip or its third-party licensors. This encompasses visual interfaces, graphics, design, compilations, computer code (both source and object code), and all other components of the Services, Site, App, and Software. Vntrip retains all rights not expressly granted in the Agreement.

7.2 Customer Feedback

If the Customer or its Users provide suggestions, ideas, comments, or questions that contain product feedback about the Services (“Feedback”), the Customer gives Vntrip and its Affiliates a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, and display such Feedback in any form. Feedback should not contain Customer Confidential Information, including Customer Data, and should not reference or identify the Customer or its Users. The Customer will not have any intellectual property right in the Services as a result of Vntrip incorporating Feedback into the Services.

8. Confidentiality And Security

8.1 Confidentiality Obligations

Throughout the Term of the Agreement, neither party will disclose the other’s Confidential Information or make it available to any third party, nor will they use it for any purpose other than to exercise their rights and fulfill their obligations under the Agreement. Confidential Information can only be disclosed to advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers who have a reasonable need to know such information, provided that these third parties either sign a binding agreement to keep the information confidential or are professionally obligated to maintain its confidentiality. Each party will take all reasonable steps to prevent the other’s Confidential Information from being disclosed or distributed by its employees or agents in violation of the Agreement. Each party will ensure that any agents or subcontractors that are allowed to access the other’s Confidential Information are legally obligated to comply with the obligations set forth herein. Confidential Information may be disclosed if required by law, but the receiving party must give the disclosing party sufficient advance notice of the request for the information (to the extent permitted by law) to allow the disclosing party to challenge or limit the disclosure of Confidential Information.

8.2 Post-Termination Obligations

The obligation of the receiving party to protect the disclosing party’s Confidential Information will continue for a period of up to 2 years, or less if applicable after the Agreement expires or is terminated. However, personal information within a party’s reasonable control must be kept confidential indefinitely until it is returned or deleted. The receiving party may keep an archival copy of the Confidential Information if necessary to comply with the law or archival policies, but this retained Confidential Information will still be subject to all confidentiality obligations under the Agreement.

8.3 Security Obligations

Vntrip maintains appropriate information security practices for Vntrip’s systems used to deliver Services, including reasonable security procedures and practices suitable to the nature of the information, to prevent unauthorized access to, or use or disclosure of, any Customer Data (a “Security Incident”). Vntrip shall promptly inform the Customer of any confirmed Security Incident that has affected Customer Data, and investigate and rectify any such Security Incident. For Security Incidents resulting from Vntrip’s negligence or failure to apply commercially reasonable security practices, Vntrip shall be accountable for (a) expenses of government or regulatory fines, and (b) if the Customer reasonably determines that it is required by applicable law to provide notice and/or credit monitoring or identity protection to any User and/or to provide notice to any governmental entity, costs associated with any such notices or identity protection (collectively, “Breach Costs”). Vntrip will not be responsible for Breach Costs related to a Security Incident to the extent the Security Incident was caused by the Customer or its Users.

9. Warranty And Disclaimer

9.1 Service Warranty

Vntrip warrants that it will deliver the Services in a professional and competent manner, in substantial compliance with the terms of this Agreement, relevant industry standards, and all applicable laws.

9.2 Usage and Data from the Customer

Vntrip will not be held liable for any claims, losses, or damage caused by errors or omissions in any information provided to Vntrip by third parties, the Customer, or any User in relation to the Services. Vntrip has no obligation to edit or control Customer Data that the Customer imports to the Services. Vntrip may remove any Customer Data that breaches the Agreement or applicable law, or infringes the rights of a third party or Vntrip, at any time without prior notice. Vntrip will not be liable for any actions taken by the Customer or a User that violate the Acceptable Use Policies described in Section 4.4, such as a User’s misuse of the Customer’s corporate credit or violation of the Customer’s travel and expense policies. Through the Services, the Customer or its Users may receive advice or information (“Content”), which may be provided with the help of a large language model or similar machine learning technology. Such Content may be incomplete or inaccurate and should not replace independent analysis or professional advice. Vntrip will not be liable for any use of or reliance on such Content.

9.3 General Disclaimer

Except as provided in Section 9.1, Vntrip makes no guarantees or warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims any warranty that the Services will be free of errors or uninterrupted, or that all errors will be corrected. Vntrip further disclaims any warranties regarding the Services in terms of merchantability, accuracy of any information provided, fitness for a particular purpose, or non-infringement. Vntrip also disclaims any warranties arising from course of dealing or usage of trade. No advice or information, such as tax advice and reporting responsibilities, whether oral or written, regardless of the source, will constitute professional advice or create any warranty not expressly stated in the Agreement. If applicable law does not allow the exclusion of certain warranties under certain circumstances, the disclaimers in this Section 9.3 and elsewhere in the Agreement will be interpreted to comply with such applicable law.

10. Term And Termination

10.1 Term

The duration of the Agreement, as specified in the relevant Service Agreement (“Term”), begins on the date stated in the Service Agreement (or, if no Service Agreement exists, then on the date that Vntrip informs the Customer that they are approved to start using the Services) and continues until it expires or is terminated earlier as provided in the Agreement. The start of the Services will be determined by the Parties and included in the applicable Service Agreement. Unless otherwise specified in the applicable Service Agreement, the Term will automatically renew for additional periods equal to the expiring Term unless either party gives the other notice of non-renewal at least 30 days before the end of the expiring Term. Vntrip reserves the right to increase any Fees, providing prior notice to Customer before renewal

10.2 Termination for Cause

In the event of a significant breach of obligations by either party under the Agreement or any Service Agreement (including payment obligations), the party not in breach may issue written notice detailing the nature of the default to the defaulting party. If the defaulting party fails to remedy the breach or demonstrate substantial efforts to do so within 30 days or as specified in the relevant Service Agreement from the receipt of such notice, the non-defaulting party reserves the right to promptly terminate the Service Agreement or the Service associated with the breach. All other Service Agreements will remain unaffected and continue in full force and effect.

10.3 Termination for Insolvency

Notwithstanding any provisions stated above, either party reserves the right to terminate the Agreement promptly by delivering written notice to the other party should the latter become insolvent, make an assignment for the benefit of creditors, cease business operations, or become subject to any bankruptcy, reorganization, arrangement, insolvency, liquidation proceeding, or similar action initiated by or against said party under any bankruptcy or related laws for debt relief.

10.4 Rights and Obligations Upon Expiration or Termination

No termination or expiration shall relieve the Customer of the obligation to pay any undisputed Fees or Charges payable to Vntrip for the period prior to the effective date of termination or expiration. Provided Vntrip is not terminating for cause under Section 10.2 and upon the Customer’s request, Vntrip will reasonably cooperate with the Customer in winding down of Services prior to termination of a Service or of the Agreement. The Customer shall be responsible for downloading any Customer Data and/or reports available within the Services prior to the date of expiration or termination. Upon expiration or termination of the Agreement: (a) the Customer’s right to access and use the Services will cease immediately; (b) the Customer and its Users shall immediately cease all use of the Services; Vntrip shall cease use of the Customer Marks within a reasonable time; and (d) each party shall delete or return, and make no further use of, any Confidential Information, materials, or other items belonging to the other party, in accordance with Section 8.

10.5 Survival

Upon termination, any provision which, by its nature or express terms should survive, will survive, including, specifically, Sections 7 (Ownership), 8 (Confidentiality and Security), 11 (Indemnification), 12 (Limitation of Liability), 13 (Governing Law; Disputes), and 14 (General).

11. Indemnification

11.1 Indemnification by Customer

The Customer shall indemnify Vntrip, its Affiliates, officers, directors, and employees, from any damages or costs (including reasonable attorneys’ fees) finally awarded by a court that are associated with a third-party claim that: (a) arises out of the Customer’s or any User’s use of the Services in a manner that violates Sections 4.3, 4.4, or 4.5; (b) Customer Data, as used in the Services, violates a third party’s privacy rights (except to the extent such damages are caused by Vntrip’s failure to guard the privacy and security of Customer Data); (c) arises out of the Customer’s willful misconduct or fraud; or (d) arising out of the Customer’s breach of Payment Terms, if applicable. The Customer’s obligations under this Section 11.1 are contingent upon Vntrip providing the Customer with prompt written notice of such claim. Vntrip may not settle any claim to which it is seeking or is entitled to indemnification in a manner that would result in an admission of any wrongdoing by the Customer, without the Customer’s prior written approval.

11.2 Infringement Claim Remedies

With respect to claims described in Section 11.2(a), in the event that Vntrip’s right to provide the Services is enjoined or in Vntrip’s reasonable opinion is likely to be enjoined, Vntrip may obtain the right to continue providing the Services, replace or modify the Services so that they become non-infringing, or, if such remedies are not reasonably available, terminate the Agreement without liability to the Customer and provide a pro rata refund of any Fees prepaid and unused upon such termination. Sections 11.2 and 11.3 state the entire obligation of Vntrip and its licensors with respect to any alleged or actual infringement or misappropriation of third-party Intellectual Property Rights by the Services.

12. Limitation Of Liability

12.1 Consequential Damages Waiver

Neither party shall be held liable to the other for any incidental, special, punitive, consequential, or other indirect damages, including but not limited to loss of income, data, profits, revenue or business interruption, or cost of substitute services, or other economic loss, regardless of whether such party has been informed of the possibility of such damages, and irrespective of the theory of liability.

12.2 Limitation of Liability

Apart from the Customer’s obligation to pay Fees and Charges, neither party’s total liability in connection with the Agreement will exceed the total Fees paid or payable by the Customer in the 12 month period prior to the claim first arising, regardless of the theory of liability. If the Agreement has been in effect for less than 12 months, the total Fees paid or payable shall be annualized.

12.3 Exceptions

The limitation of liability in Section 12.2 does not apply to: (a) Vntrip’s obligation to pay Breach Costs (as defined in Section 8.3); (b) either party’s indemnification obligations as provided in Section 11; or (c) either party’s breach of confidentiality obligations under Sections 8.1 and 8.2 (collectively, “Excluded Damages”). With respect to Excluded Damages, neither party’s total liability to the other party will exceed 5 times the total Fees paid or payable in the 12 months before the claim first arose, regardless of the theory of liability. If the Agreement has been in effect for less than 12 months, the total Fees paid or payable shall be annualized. No limitation of liability will apply to willful misconduct, fraud or other damages that cannot be limited by applicable law.

13. Governing Law; Disputes

13.1 Governing Law

All matters relating to the Agreement shall be governed by the laws of Vietnam. Any legal action related to the Agreement must be brought in the courts located in Vietnam, and each party consents to the exclusive jurisdiction of such courts.

13.2 Informal Resolution

The parties will make a good faith effort to resolve any dispute informally. If a dispute is not resolved within 30 days of initial notice, either party may pursue resolution of the dispute in a formal proceeding.

13.3 Agreement to Arbitrate

Any claims relating to the Agreement must be resolved through final and binding arbitration, except as set forth below. The arbitration will be held at a competent court in Vietnam. However, either party may bring a court claim: (a) for non-payment of Fees or Charges; (b) to enforce the arbitration provisions of the Agreement; or (c) for equitable relief as described below.

13.4 Equitable Relief

Each party acknowledges that a breach by the other party of any confidentiality or Intellectual Property Rights provisions of the Agreement may cause the non-breaching party irreparable harm, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may seek to enjoin the breaching party from any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

14. General

14.1 Waiver

The failure of either party to enforce any default or breach of the Agreement does not constitute a waiver of any other or subsequent default or breach.

14.2 Notices

Any notices provided by Vntrip under the Agreement will be delivered: (a) via email; or (b) by posting to the Services. Notices provided to Vntrip should be sent to legal@vntrip.vn. For notices provided by Vntrip via email, the recipient will be the address provided by the Customer in the applicable Service Agreement, and the date of receipt will be the date on which such notice is transmitted.

14.3 Severability

If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

14.4 Force Majeure

Neither party will be held accountable for any failure or delay in the performance of its obligations hereunder (except for the payment of money) due to events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes (except by its own employees), shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

14.5 Compliance with Laws

Each party agrees to comply with all applicable laws and regulations, with respect to its activities hereunder.

14.6 Relationship Between the Parties; No Third Parties

Nothing in the Agreement creates a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent. The Agreement is for the sole benefit of the signatories and is not intended to benefit any third party. Only the parties may enforce the Agreement.

14.7 Assignment/Successors

Neither party may assign or transfer the Agreement, in whole or in part, without the other party’s prior written consent except to its Affiliate or in the event of a Change of Control (as defined below). Any attempted assignment or transfer in violation of this Section 14.7 will be null and void. “Change of Control” means, with respect to a party (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party; or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. Subject to the foregoing, the Agreement shall inure to the benefit of the successors and permitted assigns. No assignment shall relieve a party of its obligations under the Agreement unless the non-assigning party releases the assigning party of such obligations in a written agreement.

14.8 Authority to Bind

The individual entering into the Agreement on behalf of the Customer asserts that they possess sufficient legal authority to do so.

14.9 Entire Agreement

Translated Versions. The Agreement, along with any Service Agreements or addenda, or other attached or referenced documents, constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of the Agreement. This Agreement supersedes any pre-written, click-through, or other non-negotiated terms on a purchase order or other Customer document. The Agreement is binding in the Vietnamese language only, and any version in a language other than Vietnamese is only for convenience.