Terms Of Use
This Terms of Service Agreement ("Agreement") sets forth the terms, conditions, and rules for the use of services provided by Verichains Company Limited ("Verichains") and any Corporation or Individual who requires the use of such services ("Customer").
To use any product or service provided by Verichains, the Customer must agree to all the terms and conditions of this Agreement. If the Customer does not agree to any of the terms of this Agreement, the Customer must immediately cease using Verichains' services, delete and remove all Verichains software programs, and delete the Customer's data on Verichains' systems (if any).
In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any Contracts or any other documents signed and stamped by an authorized representative of Verichains and the Customer, or the organization represented by the Customer, the provisions of such Service Contract shall prevail.
Verichains reserves the right to modify or supplement any and all content of this Agreement at any time without prior notice or the need for prior consent from the Customer.
1.1
"Software": means all and any software solutions, information technology applications (including Systems, Data, and other ancillary Services necessary for the installation, use, maintenance, and operation of the Product in accordance with its designed function), provided by Verichains for the Customer to use for the Customer's business purposes.
1.2
"Service": The services that Verichains can provide to the Customer, which may be modified or supplemented from time to time.
1.3
"Customer": means any individual or organization that uses Verichains' services.
1.4
"Customer Data": means the information used to identify a specific individual; within the scope of this Agreement, Customer Data shall include: (A) for individuals: (i) identification card number/passport number/resident card; (ii) full name, (iii) date of birth, (iv) country of residence, (v) nationality, (vi) facial image; (B) for organizations: (i) organization name, (ii) nationality of the organization, (iii) business registration code/tax identification number.
1.5
"Intellectual Property Rights": means the rights of an organization or individual to intellectual property, including copyright and related rights, industrial property rights, whether registered or unregistered, and in accordance with the Intellectual Property Law 2005, as amended in 2009, 2019, and any subsequent amendments.
1.6
"Working Day": means any day of the week, except Saturday, Sunday, and public holidays or compensatory days off as prescribed by Vietnamese law.
1.7
"Law": means all laws, statutes, decrees, ordinances, decisions, circulars, and other legal documents in force at the time in the Socialist Republic of Vietnam.
1.8
"State Authority": means the government of the Socialist Republic of Vietnam, including any region, locality, city or organization of the above entity, and any organization performing the executive, legislative, judicial, state management or administrative functions of or connected with such entity;
1.9
"Approval of State Authority": means all certificates, permits, licenses, registrations, privileges, consents, approvals, waivers, exceptions, orders, judgments, interpretations in writing, decrees, exemptions, filings, notifications to, declarations of or with, or similar requirements of any competent State Authority for VNGS and/or Party B, as applicable, which approval is required for the Parties to enter into and execute this Agreement, in accordance with Vietnamese Law;
1.10
"Dong" or "VND": means the legal tender of the Socialist Republic of Vietnam.
1.11
"User Manual": means the documentation provided by Verichains to assist the Customer in using the services, including user guides and other written materials that may be updated by Verichains from time to time.
1.12
"Account": means the account provided by Verichains to the Customer to use and manage the use of Verichains' products during the Grant Term.
1.13
"Grant Term": means the term of the grant of the right to use and any corresponding renewals.
1.14
"Applicable Device": means mobile devices (running iOS or Android operating systems) to which the BShield Software Solution is applied in accordance with the Agreement between Verichains and the Customer.
2.1
To use Verichains' services, the Customer must have a valid account, created in accordance with Verichains' regulations.
2.2
The Customer shall bear all responsibilities, including legal liabilities, for all activities and actions carried out through the Customer's account during usage. In the event of any loss or damage arising from the disclosure of the Customer's account information, Verichains shall not be liable for compensating the Customer.
2.3
The Customer understands and agrees that, in order to avoid loss or unauthorized access to the account (such as hacking), the Customer shall not disclose (whether intentionally or unintentionally) any information about the Customer's account and password used to log in to Verichains' system to any party/person, including the Customer's relatives; and at the same time, apply reasonable measures to secure the Customer's account. In any case, if the Customer notices or suspects that their account has been logged into against the Customer's will or suspects that the password has been leaked, the Customer may (i) immediately change the password and/or (ii) notify Verichains and perform the necessary procedures to temporarily lock the account in order to minimize damages to the Customer in accordance with Verichains' customer complaint handling process.
3.1
In accordance with Vietnamese law and to best support Customers regarding account and service-related matters, when creating an account, Customer must provide Verichains with the following complete information:
- For Individual Customers: (i) Full Name; (ii) Nationality; (iii) Date of Birth; (iv) Identification Card/Citizen ID/Passport number, date of issue, and issuing authority; (v) Permanent residential address; (vi) Contact address; (vii) Email address; (viii) Phone number.
- For Customer who is representatives of legal entity, organization, or business: (i) Name of the legal entity, organization, or business; (ii) Business registration number, tax identification number; (iii) Registered office address; (iv) Contact address; (v) Legal representative and the personal information of the legal representative as specified for individual customers in clause (a); (vi) Position; (vii) Administrative email address; (viii) Name of the account administrator; (ix) Phone number of the account administrator.
3.2
In order to ensure the lawful rights and interests of the Customer, the Customer must provide accurate identification information to Verichains. If the information provided by the Customer is incomplete and/or inaccurate, Verichains has the right to refuse to accept or resolve any complaints from the Customer and/or to refuse to provide services to the Customer, even if the Customer has made an advance payment to Verichains. In such cases, the prepaid service fee will not be refunded.
3.3
Verichains commits not to sell, lease, or share such information with any third party, except as required by applicable law, court order, or request from a competent government authority.
3.4
Verichains will use the information collected from the Customer to (i) send marketing communications, including promotional offers, special events, and important events of Verichains(email marketing, advertising emails) ; (ii) provide service notifications regarding maintenance, server upgrades, and system updates of Verichains to improve service quality or modify service operations; customer support; (iii) notifications regarding service fees and remaining (or nearly exhausted) service capacity; (iv) information exchanges and responses to customer inquiries and complaints during the use of Verichains' services. The Customer hereby irrevocably agrees that Verichains has the right to use the Customer's trade name, trademark, and business image for the purpose of promoting Verichains' services and identifying the Customer as a partner.
3.5
All Customer information will be stored in Verichains' database and retained by Verichains from the time the Customer provides the information until at least two (2) years after the Customer ceases to use all of Verichains' services and has fulfilled all of the Customer's obligations to Verichains.
4.1
Upon the Customer's agreement to and compliance with the provisions of Vietnamese law and this Agreement, Verichains grants to the Customer a non-exclusive, non-transferable right to use Verichains' products and services for the duration of this Agreement.
4.2
The products and services that Verichains can provide to the Customer include all services publicly announced by Verichains on the website https://www.bshield.io/ and may be modified or supplemented from time to time.
4.3
To use Verichains' products and services, the Customer must have an account, register for use according to Verichains' instructions, and make full payment to Verichains.
4.4
Verichains implements necessary technical, security, and safety measures as required by law and in accordance with Verichains' quality statements and commitments to deploy security solutions to protect the Customer's personal information.However, risks associated with providing security solutions for personal data, whether provided directly, via the internet, or through technical means, are always inherent and NO TECHNICAL SYSTEM OR SECURITY MEASURE IS ABSOLUTELY SAFE or can withstand all "hackers" or "tampers" (unauthorized persons who intrude to search for information); therefore, in the event that the security solution is attacked, the Customer's personal information is leaked due to hacking or other causes beyond Verichains' control, the Customer hereby agrees to release Verichains from all related liabilities.
5.1
Verichains is responsible for operating and performing the necessary tasks to provide and maintain the Service in accordance with Verichains' service level agreement published on https://www.bshield.io/, including regular system maintenance, software and equipment upgrades to support the software's operation.
5.2
To avoid misunderstandings, maintenance and repair (if any) will not include the repair of third-party services, nor will it include the resolution of issues caused by errors in the Customer's programs, operating system services, network services, or force majeure events.
5.3
In the event that maintenance requires the temporary suspension of the software, Verichains is responsible for notifying the Customer in a reasonable time and ensuring that the service interruption is in accordance with the published Quality Commitment.
6.1
Exploiting the provision and use of products and services for the purpose of:
- Opposing the Socialist Republic of Vietnam; undermining national security, social order, and national unity; propagating war, terrorism, hatred, and conflict among ethnic groups, races, or religions;
- Propagating or inciting violence, obscenity, immorality, crime, social evils, superstition, or acts that harm the nation's customs and traditions;
- Disclosing state secrets, military secrets, security secrets, economic secrets, foreign relations secrets, or any other secrets as prescribed by law;
- Spreading false information, defamation, slander, or insults that harm the reputation of organizations or the honor and dignity of individuals;
- Advertising, propagating, or trading prohibited goods or services; disseminating prohibited press, literary, artistic works, or publications;
- Impersonating organizations or individuals, and disseminating false or misleading information that infringes upon the legitimate rights and interests of organizations or individuals;
6.2
Illegally obstructing the provision and access to legal information, or the provision and use of legal Internet services by organizations or individuals.
6.3
Infringing upon the copyright or intellectual property rights of any organization or individual;
6.4
Other acts prohibited by Vietnamese law.
7.1
The Customer agrees that, throughout the term of use of the Software and/or Products and Services belonging to Verichains, the Customer will not:
- Research, scan, or test for vulnerabilities in the Software and/or Products and Services belonging to Verichains or any related systems or networks, or disrupt any security measures or authentication procedures used in connection with the Products and Services or such systems and networks;
- Distribute copies of the Software and/or Products and Services belonging to Verichains to any third party, or allow any third party to copy them;
- Decompile, disassemble, reverse engineer or otherwise reverse-engineer any software used to provide the Software and/or Products and Services belonging to Verichains;
- Modify, adapt, translate, rent, lease, sublicense, copy or create derivative works based on the Software and/or related documentation of the Products and Services belonging to Verichains (including but not limited to databases, news, descriptions);
- Use the User Manuals for any purpose other than to assist the Customer in using the Software and/or Products and Services of Verichains;
- Use the Software and/or Products and Services of Verichains for the purpose of profiting any other entity;
- Use in excess of the quantity agreed upon by the Parties without the prior consent of Verichains;
- Infringe on the ownership and intellectual property rights of Verichains' Software; and
- Permit or assist any other person or organization to perform any of the acts described above.
7.2
The Customer is solely responsible for the management, security, and confidentiality of the Customer's account in order to use Verichains' Products and Services. The Customer shall be liable for all activities conducted under such account.
7.3
The Customer warrants and represents that it shall use the Products and Services solely for its own lawful business activities, and that it has obtained all necessary licenses and approvals from competent state authorities in accordance with Vietnamese law to conduct such activities.
7.4
The Customer covenants and agrees that the Customer shall not use the Products and Services to engage in any Prohibited Acts. If the Customer engages in any Prohibited Acts, Verichains shall have the right to immediately terminate the Customer's access to the Software, lock the Customer's account, freeze all Customer data and information stored on Verichains' servers, and report such matter to the competent state authorities for handling in accordance with the law. All fees paid in advance by the Customer to Verichains shall be non-refundable under any circumstances.
7.5
The Customer undertakes to comply with the regulations and agreements relating to economic sanctions and anti-money laundering as specified on the website: https://vng.com.vn/policy/sanction-aml-representation-warranty-2332/.
7.6
In the event of Force Majeure Events and/or unforeseen circumstances, the Customer is responsible for cooperating with Verichains to resolve and remedy the situation in order to ensure the quality of products and services and/or minimize potential damages to the Customer. If the Customer fails to fully cooperate with Verichains in resolving and remedying the incident and/or Force Majeure Events, Verichains shall be fully exempt from all liability, including legal liability and/or liability for compensation or penalties for any damages or service interruptions suffered by the Customer.
7.7
If the Customer breaches any obligation, warranty, representation, or covenant under this Agreement, the Customer shall pay a penalty of 8% of the value of the affected Products and Services, and shall also compensate Verichains for all actual and direct damages.
7.8
Unless otherwise agreed by the Parties, after termination or liquidation of the agreement with Verichains, the Customer undertakes to delete, remove (and/or cooperate with Verichains to assist in deleting, removing) the products and services and cease using the products and services provided by Verichains on all systems and devices of the Customer and the Customer's end users, within three (03) days from the date of termination ('Removal Deadline').In the event that after the Removal Deadline, Verichains discovers that the Customer continues to use Verichains' products and services, Verichains shall:
- Request the Customer to immediately remove and cease using Verichains' products and services;
- Request the Customer to pay for the use of products and services, and other incidental costs corresponding to the unauthorized use period after the Removal Deadline;
- Reserve all rights of Verichains to file claims, lawsuits and other legal actions to impose penalties, seek compensation for damages from the Customer due to the Customer's unauthorized use of Verichains' products and services.
8.1
Verichains provides the Software and/or Products and Services on an "as is" and "as available" basis, and Verichains makes no warranties regarding the suitability or effectiveness of the Software and/or Products and Services for the Customer and Customer's products.
- Except for any provisions that cannot be excluded or limited under applicable law, Verichains makes no warranties, conditions, representations, or terms of any kind, express or implied, as to any matter, including but not limited to the availability and security of the Software and/or Services.
- The Customer assumes the entire risk as to the selection of Verichains to achieve its intended results, as well as to the installation, use, and results obtained from the use of the Software and/or Services.
8.2
In no event shall Verichains be liable to the Customer or any third party for any indirect, special, incidental, or consequential loss or damages arising from the use or inability to use Verichains' Software and/or Products and Services.
- This includes but is not limited to loss of profits, business opportunities, corruption or loss of data (including but not limited to Customer's data or data of Customer's users), security breaches, interruptions to the Software and/or Verichains' Products and Services.
8.3
The Customer hereby declares, acknowledges, and agrees irrevocably, without any qualification, that throughout the term of this Agreement and even after the termination of this Agreement for any reason, the Customer voluntarily waives all claims against Verichains for any errors, faults, penalties, or damages (if any) arising from the Customer's use of Verichains' products and services.
8.4
In all cases, Verichains' liability to the Customer for all damages arising from or in connection with the Software and/or Verichains' Products and Services caused by Verichains' fault shall not exceed the Fees paid by the Customer to Verichains in the 3 (three) months immediately preceding the occurrence of the event giving rise to the damages.
9.1
The Customer hereby agrees that Verichains acts solely as a service provider to support the Customer's business operations, and all information and data inputted, transmitted, and distributed (collectively referred to as "Data") are actively performed by the Customer (through the Customer's account). Therefore, the Customer covenants and warrants that:
- The Customer is the lawful owner and/or has been lawfully granted the rights to all Data that is inputted and transmitted through the use of Verichains' Services.
- All Data inputted and transmitted through the System and Verichains' Services shall (i) not contain any content that violates any law or is contrary to Vietnamese customs and traditions; (ii) not infringe any copyright or intellectual property rights of any third party; and (iii) not contain any computer viruses, worms, or other harmful software that may compromise user security or create backdoors without user consent.
9.2
If Verichains discovers and/or receives any complaint, warning, or request from any third party regarding the use or distribution of Data in violation of the aforementioned commitments, Verichains shall forward all such complaints, warnings, and requests to the Customer. The Customer undertakes to accept and process such complaints within a reasonable time and shall take all reasonable measures to ensure that Verichains shall not be held liable for any related matter. If the Customer fails to accept or process such complaints or if Verichains has reasonable grounds to believe that there is a serious violation, Verichains shall have the right to unilaterally suspend the Customer's software without prior notice until the complaints are resolved. Unless the Customer requests to terminate the use of the products and services ahead of schedule and complies with Verichains' suspension regulations, the Customer shall still be obligated to pay all costs incurred related to the use during the suspension period due to the aforementioned complaints.
9.3
Verichains commits to protecting and securing all Customer Data according to Verichains' published security standards. Verichains shall not disclose Customer Data to any third party unless required by a court of law or competent state authority, and if allowed, Verichains will notify the Customer within a reasonable time after receiving such a notice.
9.4
To ensure optimal security for Customer Data, the Customer is responsible for cooperating and performing the tasks specified for the chosen products/services as instructed on Verichains' website, which may be updated, modified, or supplemented from time to time.
10.1
Depending on the agreement between the Customer and Verichains, payment for the use of products and services can be made before or after activation.
10.2
In case of prepayment: the Customer requests the service will be activated after completion of the payment. Prepayments are non-refundable under any circumstances.
10.3
Certain types of services may reach their usage limits before the anticipated time; in such cases, the Customer must make additional payments before the usage limit is exceeded to avoid interruption of the Software's operation. Verichains commits to providing the corresponding usage limit within four (04) working hours from the time Verichains receives full payment from the Customer.
10.4
In case of post-payment: the Customer shall pay Verichains on the due date as agreed upon. In case of late payment, Verichains may suspend the Customer's software without any liability to the Customer; moreover, the Customer shall pay Verichains an additional interest of 0.04% on the total outstanding amount for each day (calendar day) of late payment until Verichains receives the full payment and interest from the Customer.
10.5
In some cases, Verichains may require the Customer to make a security deposit to guarantee payment; this security deposit shall be used to offset any amounts that the Customer has used but has not yet fulfilled the payment obligation to Verichains. The security deposit shall be refunded to the Customer after the Customer has completely ceased using Verichains' Services and the Customer has fulfilled all obligations to Verichains, especially financial obligations.
10.6
Invoice: Verichains shall issue a valid tax invoice in accordance with the law, based on the information provided by the Customer, and within thirty (30) days from the date on which the Customer completes the payment to Verichains.
11.1
For the purposes of this Agreement, a Force Majeure Event shall mean any event which is beyond the prediction and reasonable control of either Party and which directly affects the performance of either Party's obligations under this Agreement, including but not limited to any acts of war or other military actions, terrorism, riot, civil commotion, sabotage, vandalism, acts or restrictions of government or other public authorities, accident, fire, flood, earthquake or other natural disaster or calamity (but excluding strikes and lockouts), computer system failure, virus, hacker, provided that such event or cause was not due to the negligence and/or fault of the affected Party.
11.2
The Party affected by a Force Majeure Event shall be exempt from performing its obligations under this Agreement, if and to the extent that the performance of such obligations is prevented by the Force Majeure Event and has taken all necessary measures to mitigate the effects; The Party failing to perform its obligations under this Agreement as a direct impact of the aforementioned Force Majeure Event shall immediately notify the other Party in writing of the impact on its performance of the obligations under this Agreement.
11.3
If the Force Majeure Event lasts for more than ninety (90) cumulative Working Days, each Party shall have the right to terminate this Agreement without any liability to the other Party.
12.1
For the purposes of this Agreement, 'Confidential Information' means any information, documents, or data generated or arising from the negotiation, signing and execution of this Agreement, including but not limited to information provided by one Party to the other Party in written form, electronic data message, or any other form consistent with applicable law and the agreement of the Parties.
12.2
The receiving party of Confidential Information ('Receiving Party') shall not use the Confidential Information of the disclosing party ('Disclosing Party') for any purpose not specified in this Agreement, unless this Agreement permits disclosure of the Disclosing Party's Confidential Information to the Receiving Party's employees and contractors or company personnel who need to know such Confidential Information for the purpose of executing this Agreement; such recipients shall be bound by the same confidentiality obligations as the Receiving Party. The Receiving Party covenants to use its best efforts to protect the Confidential Information as its own.
12.3
Exceptions:
- Confidential Information shall not include any information that: (a) was officially known to the Receiving Party at the time of disclosure; (b) was disclosed to the Receiving Party from a third party who has the right to disclose such information and is not bound by any obligation of confidentiality; (c) becomes generally known to the public after disclosure through no fault of the Receiving Party; or (d) was independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information. In addition, the Receiving Party may disclose the Disclosing Party's Confidential Information for the purpose of expansion and cooperation between the Parties, provided that such disclosure is made with the prior written consent of the Disclosing Party. The Receiving Party may also disclose the Disclosing Party's Confidential Information to tax advisors, legal counsel or as required by a court or relevant regulatory authorities.
- Upon termination of this Agreement for any reason, the Receiving Party shall return to the Disclosing Party all originals and copies of documents provided to the Receiving Party in any form containing or embodying such information, including but not limited to computer source code, disks, drawings, specifications, manuals, or other written materials (including but not limited to materials stored in machine-readable form) or shall destroy such materials upon the request of the Disclosing Party.
12.4
Within thirty (30) days following the termination of this Agreement, the Receiving Party shall return to the Disclosing Party all Confidential Information of the Disclosing Party that was transferred to the Receiving Party pursuant to this Agreement.
12.5
This provision shall be maintained for a period of twenty-four (24) months from the date of termination of this Agreement.
13.1
Term: This Agreement shall have a term as stipulated in the Service Agreement OR the term of use of the products and services selected by the Customer.
13.2
This Agreement shall be terminated early upon the occurrence of any of the following events:
- The Customer and Verichains mutually agree to terminate the Contract or the Agreement prior to the expiration date;
- Either the Customer or Verichains is required to dissolve or declare bankruptcy by a decision of a competent State Authority;
- The Customer engages in any Prohibited Act;
- Either Party breaches any obligation, commitment, representation or warranty under this Agreement and fails to remedy such breach within five (5) Business Days of receipt of notice thereof from the other party.
- The Customer violates the regulations or agreements related to economic sanctions and anti-money laundering.
13.3
In the event that the Customer voluntarily terminates the Agreement/Usage before the agreed-upon time, or the Agreement is terminated due to the Customer's breach, any payments made by the Customer to Verichains will not be refunded.
14.1
The Customer shall be obligated to uninstall and delete Verichains' Software Product from all of the Customer's systems and devices upon termination of the use of Verichains for any reason.
14.2
The Customer acknowledges and agrees that Verichains has the right (but not the obligation) to delete all of the Customer's data from Verichains' systems upon termination of the Service to the Customer.
14.3
Verichains shall delete all of the Customer's data from Verichains' systems and storage devices after the termination of service provision to the Customer in accordance with (i) applicable laws and regulations and (ii) the terms of the agreement between the Parties.
15.1
Applicable Law: This Agreement shall be governed by and interpreted in accordance with the laws of the Socialist Republic of Vietnam in all respects related.
15.2
Jurisdiction: The Customer and Verichains agree that, in the event of any disputes or conflicts that cannot be resolved through negotiation or mediation, the matter or dispute shall be resolved at the People's Court having jurisdiction where Verichains is registered as its principal office.
16.1
No Waiver of Rights
16.2
The failure or delay in exercising any right, power, or privilege under this Agreement by either Party shall not be considered a waiver of any such right, power, or privilege under this Agreement, and the partial or single exercise of any right shall not preclude the exercise of any other rights, powers, or privileges provided for under this Agreement.
16.3
If any future changes in laws and/or State policies prevent the Customer and Verichains from achieving the fundamental objectives while performing the tasks stipulated in this Agreement, both Parties agree to negotiate in good faith to amend and/or re-establish this Agreement under mutually acceptable terms and conditions.
16.4
Transfer: Neither Party may transfer any rights or obligations under this Agreement, whether by contract or by any other means, without the prior written consent of the other Party.
16.5
Severability: The invalidity of one or more provisions of this Agreement and/or the Contract shall not affect the validity of the remaining provisions, which shall remain in full force and effect and binding upon the Customer and Verichains.
16.6
In the event that any provision of this Agreement is declared invalid by a court, the Customer and Verichains shall negotiate and sign a new agreement in accordance with the spirit of this Agreement and the Service Contract. If either Party fails to cooperate in drafting and signing a new agreement as stated above, that Party must compensate the other Party for all resulting damages.
16.7
Entire Agreement: This Agreement and the Contracts constitute the entire agreement between the Customer and Verichains and supersede all prior agreements, commitments, and promises, whether oral or written, made prior to the signing of the Contract and/or the date the Customer began using the services.