Affiliate Terms
AFFILIATE COOPERATION AGREEMENT - EBILA.AI
1. INFORMATION ABOUT Ebila.AI/VINMOC GROUP JOINT STOCK COMPANY (abbreviated as VINMOC)
- Ebila.AI is a channel for posting Services/Products... belonging to VINMOC GROUP JOINT STOCK COMPANY
- All Services/Products posted on Ebila.AI are products built on the personal experience of Speakers/Experts. VINMOC has full copyright authority and has the author's consent for those posts.
- These experiences are personal and bring results for individual Speakers/Experts, it does not mean that it will be the result for Customers who will buy and use Services/Products on Ebila.AI because we know that the results of experience depend on many factors, not just factors related to the content of Services/Products on this page. Therefore, always read carefully the instructions in these Terms and Conditions before taking action.
2. DEFINITIONS
- "Affiliate marketing" also known as affiliate marketing channel, is a form of product promotion between Party A (Ebila.AI under VINMOC) and Party B (Individual affiliate sites) to promote products to Customers.
- Affiliate program with Ebila.AI (Abbreviated: Ebila): Is an affiliate marketing program, promoting Ebila's products and services through Collaborators (Abbreviated: CTV). CTV will act as an intermediary, introducing potential buyers to Ebila. CTV will receive commission from Ebila for each campaign participated.
- CTV: Is an individual capable of distributing and promoting Ebila's products/services to customers through their media platforms such as Web, Blog, Landing page, Facebook...
- Link: Is the link to Ebila in the form of a unique URL, provided when CTV clicks to join this affiliate marketing campaign. For CTV to use in their media channel, to identify CTV's path.
- Ebila.AI Page: Is an online system provided by VINMOC GROUP JOINT STOCK COMPANY for CTVs participating in the Ebila Affiliate program to access statistics and financial information. Through the Ebila system, CTV can update information about Services/Products as well as their commission amount.
- Click: Click is when users click the button to register as Affiliate and go to their link on the system and reach Ebila.
- When CTV has clicked to join the affiliate marketing chain and has a unique link on the Ebila.AI system, we (Ebila.AI and VINMOC GROUP JOINT STOCK COMPANY) understand that CTV has read, understood and completely voluntarily agreed and committed to the Terms and Conditions set by us and posted on Ebila page.
- Campaign: Is a form of advertising, advertising campaigns initiated by CTV on CTV's affiliate pages to improve sales effectiveness, increase customer referrals and perform purchasing behavior.
- Social Network: Is an information system that provides network users with services for storing, providing, using, searching, sharing, exchanging information with each other, including services for creating personal electronic information pages, forums, online Chat, sharing audio, images and other similar service forms. Social networks include but are not limited to social network sites such as facebook, Youtube, Wechat....
- Cookie storage time: Within the cookie storage time from the last Click date, if Customer returns to Ebila to purchase, it will be counted as CTV's Customer. And the cookie storage time is 30 days.
- Last click principle: is the case where a Customer/Internet user has a successful order from advertising sources posted by CTV from other third-party websites that also provide services for Ebila.AI and similar to CTV, then the successful Order will be counted for the website where the Customer/Internet user made the last click immediately before placing an order at Ebila.
- In case Customer/internet user is redirected to Ebila from CTV's system, then continues to access Ebila through other promotional and advertising systems of Ebila and has a successful order, it will not be counted for CTV.
- Order limit principle: is the case where Customer has a successful order from advertising sources posted by CTV; then that Customer continues to generate subsequent orders during the Cookie storage time, subsequent orders will be counted for CTV.
- Principle of respecting experience: Products/services provided by Ebila.AI are products formed and built by the personal experience of Speakers we hire to build Services/Products. Therefore, we build the principle of respecting experience presented as a consultation and advice on thinking and investment market perception for individual Customers who want to understand it.
3. COOPERATION TERMS
3.1. Cooperation content
- When CTV clicks the button to create a unique link for their marketing system, we understand that: CTV has read, understood, voluntarily registered, committed to comply with the agreements of these Terms and Conditions as a legal binding throughout the cooperative relationship between Ebila.AI and CTV.
- CTV has full authority to establish their media ecosystem including but not limited to Web pages, facebook,... Operate, support, handle customer requests after purchase.
- CTV posts articles, shares online, talks online, meets in person... to share information with Customers about Services/Products according to the list provided.
- VINMOC has the right to use articles, videos, images reviewing products from CTV according to this cooperation content to post on other social network pages owned by itself.
3.2. Responsibilities and rights of Ebila.AI under Vinmoc
- Ensure legality of the page posting Services/Products information. Ensure brand recognition and intellectual property rights for its Services/Products.
- Coordinate, support (If any) CTV to implement promotional programs, marketing, introduce information about Ebila, Ebila's products/services to Customers. Provide CTV with images, videos, trailers... for CTV to use for promoting and introducing Ebila, Services/Products to Customers.
- Ebila always updates new policies in the Terms and Conditions for changes in cooperation with CTV 5-10 days before the policy takes effect. By email registering CTV link, we will update those changes.
- Provide full statistics, detailed reconciliation information of orders on the 30th of each month (In case the summary month does not have the 30th, the payment settlement date is the last day of the month).
- Ebila ensures to provide full purchase conditions and services for Customers from CTV side to successfully purchase within its ability and responsibility. Ebila is responsible for product consultation, as well as answering arising problems when there are questions that need to be answered from CTV and CTV's Customers.
- Ebila ensures stable and accurate technical infrastructure as well as is responsible for security, confidentiality, load bearing for technical infrastructure. In case of upgrade, system maintenance will notify CTV side at least 01 day in advance.
- Timely notify and coordinate with CTV in resolving technical errors related to member registration, lost orders on the system and errors during the use of Services/Products on Ebila.
- Ebila must not commit fraud or technical, business measures... leading to CTV losing orders or commissions proportionally.
- Pay commission fees on time as prescribed to CTV side. Do not resolve any complaints or lawsuits related to commission payment after Ebila has completed the payment after being agreed by both parties.
- Withhold personal income tax and declare, pay on behalf of CTV according to legal regulations (If any and this tax according to current regulations on tax of the State of Vietnam).
- Be exempt from all legal and economic responsibilities in case: there is any dispute/complaint about services provided by CTV.
- Have the right to close CTV's link immediately without notice when seeing signs of fraud, law violations, signs of taking advantage of the image and brand of Ebila.AI VINMOC GROUP JOINT STOCK COMPANY for profiteering, defamation, affecting the image and reputation of Ebila.AI or any other 3rd party.
3.3. Responsibilities and rights of CTV
- Promote Ebila, Services/Products on Ebila.AI on the platform of CTV's/ CTV's partner's media to bring high efficiency to Ebila.AI's business activities.
- Monthly coordinate to implement reconciliation, data confirmation and payment according to the Policy of these Terms and Conditions.
- Have responsibility to ensure using effective, accurate advertising methods, not offensive, annoying to users and ensure brand quality for Ebila Party; Do not promote products, services in the form of Spam, fraud such as hacking, cheating... Do not promote Services/products on channels that violate laws, contrary to good customs, disputed channels and/or forms not permitted by law or not yet clearly defined.
- Ensure service quality provided for Ebila's Services/products does not violate intellectual property regulations and has any disputes/complaints with 3rd Party/Customer; fully comply with legal regulations.
- When terminating this cooperation, without being required, CTV Party immediately closes account/link, stops promoting Ebila's Services/products.
- Have the right to request Ebila to provide communication campaigns, promotion for Ebila's Services/products.
- Have the right to receive commission from linking distribution of products/services according to the policy rate in these Terms and Conditions.
3.4. Commission Policy
After a valid Transaction is made through CTV's Link/affiliate link. Commission rate is updated by Ebila from time to time. Ebila will pay CTV commission according to the commission rate specified in the personal account ledger/CTV's affiliate link (According to Link https://ebila.ai/affiliate)
A valid transaction includes:
+ Redirected from the URL of CTV's account/link link.
+ Has been paid and successfully activated.
+ No dispute arises within 20 days from the date of successful order activation.
- CTV Party agrees that Ebila can adjust, change the Commission rate at any time by notifying by CTV Email and directly at CTV's Affiliate link and those changes take effect after 5-10 days.
To avoid misunderstanding, Ebila will not make any payment and reserves the right to offset and/or recover amounts paid in the following cases:
+ Fraudulent transactions: Transactions deemed fraudulent by Ebila, can be determined manually or by automatic fraudulent order checking tools used by Ebila.
+ Have behavior of using images and media to promote unreal results of Services/products to defraud Customer trust.
+ Entice and lure Customers with unorthodox information not verified by VINMOC.
- Commission payment includes taxes, fees, charges (If any). Ebila will withhold personal income tax as required. Therefore, payment to CTVs is the amount after personal income tax withholding (Tax rate 10% or 20% depending on specific cases and may be amended according to applicable law at each time). CTV is responsible for providing and confirming personal income tax code information to Ebila when requesting payment and individual CTV when participating in this Affiliate cooperation Program hereby agrees to authorize VINMOC to withhold and pay personal income tax on behalf of that individual.
3.5. Compensation Responsibility
In case either Party violates any obligation agreed in this Terms and Conditions without arising from Force Majeure Event. The violating Party must compensate the violated Party as follows:
CTV's compensation responsibility:
+ CTV Party will compensate and ensure Ebila will be compensated for claims, damages, legal liabilities, losses, costs and expenses (Including reasonable costs, lawyer fees and other costs if any) arising from or as a result of violation of Ebila's Terms or omissions or intentional wrongdoing of CTV during participation in the Cooperation Program.
+ If VINMOC is sued by an individual or any third party because CTV has violated obligations, information caused by itself according to Ebila's Terms or CTV's violation related to the display position of the affiliate link, CTV is responsible for compensating Ebila for all claims from Individuals/Third parties arising from the above violations. If Ebila requests CTV to provide information or explanation for the purpose of protecting Ebila according to law, then CTV is obliged to provide those contents to Ebila as soon as possible and in any case no more than three (3) days, and CTV will at Ebila's reasonable request, support Ebila in the process of protecting Ebila's rights according to Vietnamese law.
Ebila's Responsibility
+ In case there is a violation seriously affecting the cooperation, Ebila's compensation responsibility will not exceed the commission paid to CTV under this agreement in the three months immediately before the liability event occurs.
+ In all cases, Ebila will not be responsible for special, incidental or punitive damages arising from or related to this Ebila affiliate Terms, even if Ebila has been notified of the possibility of such damages in advance. In all cases, the total amount that Ebila owes CTV related to this Program will not exceed the amount stated in the above clause.
+ Notwithstanding any clause in Ebila Terms, in case of incident (Not due to CTV's fault) leading to errors or inaccuracies in statistics and reports, Ebila may, but is not obliged to compensate CTV, the compensation amount and compensation method will be agreed by both parties via email or direct meeting and decided by Ebila.
3.6. Prohibited Actions
- Acts of deception or forced access or automatic collection of user information when users access the page without consent or being unaware.
- Acts of impersonating providers or providing misleading information to approach users.
- Acts that harm participants in the Ebila system.
- Use Ebila's links to deceive visiting Customers for purposes other than conducting other valid transactions.
- Advertising on channels with malicious content, violating ethics and violating law. Distribute any incomplete, outdated or misleading information related to Ebila's products/services.
- The use or registration of any similar trademark or trade name causing confusion with Ebila or any other Service/product Provider.
- Acts of running brand keywords or deliberately using keywords misspelled brand names to cause confusion.
- Do not promote or propagate false information about: Service/product information belonging to Ebila.AI as well as Speakers/experts. Do not use false images to defraud people's trust for Customer purchasing.
- All images of results from knowledge and experience constituting Products/services on Ebila.AI are personal property information of Speakers/experts and of VINMOC. Therefore, these images before communication and promotion need our permission through direct contact channels with CTV such as Email, zalo... from Ebila.AI's hotline number.
4. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
Ebila's confidential information includes and is not limited to:
- Any strategy, campaign, marketing plan, financial information or project, activity, sales, estimates and business plans related to past, present or future business activities of that party;
- Any past or present activity results, including orders and quantities;
- Any expansion plans and strategies;
- Any products or services, customers and;
- Any concepts, reports, data, know-how, work in progress, designs, development tools, technical specifications, computer software, source code, object code, charts, databases, inventions, information, and trade secrets.
5. MODIFICATION AND TERMINATION
- This agreement and the Appendices of these Terms and Conditions can be modified according to written agreement and Appendix of this agreement.
- At any time, Ebila.AI has the right to modify, supplement and adjust the terms specified in the Terms of the affiliate agreement. Without being affected by other agreements between Ebila and CTV, all changes will be notified to CTV or added directly on Ebila.AI page or by Email and take effect after five (5) days from the date of notification. CTV agrees that you are responsible for accessing, reviewing and approving all these changes from time to time. CTV's continued participation in the Program after the modification takes effect will be considered as CTV's confirmation and acceptance of that modification content. In case CTV does not agree with these modifications, CTV has the right to terminate participation in the Program within five (5) days from the date Ebila notifies and/or announces those modifications.
The affiliate program will be terminated in the following cases:
+ Both parties notify each other of the termination of this cooperation; in that case, both parties will notify each other of unfinished works such as: commission payment at the time of termination (If any), deposit...
+ One of the two parties dissolves or suspends operations, in this case the Affiliate Program will end in a manner agreed by both Parties and/or in accordance with current legal regulations.
+ Force majeure cases occur beyond the will of both Parties leading to one of the two Parties being unable to continue performing its obligations despite having tried to the best of their ability to overcome.
6. FORCE MAJEURE
- If one of the Parties cannot fully or partially perform its obligations under this agreement due to Force Majeure Events which are events occurring objectively unpredictably and cannot be remedied, despite applying all necessary measures within ability, including but not limited to events such as natural disasters, fires, floods, earthquakes, accidents, disasters, epidemics... according to State regulations, then the parties must notify each other in writing about not being able to perform their obligations due to Force Majeure Event, and within 15 days from the event occurrence must Email directly to each other.
- The parties must be responsible for all tax fees of each party to the State according to Law regulations.
- For direct taxes borne by CTV Party, Ebila Party will have the right to withhold and retain the corresponding tax portion before making service payment to CTV Party based on this agreement, tax fees withheld and retained to pay to tax authorities.
7. AGREEMENT EFFECTIVENESS
- The validity period of these Terms and Conditions takes effect immediately when CTV clicks to join CTV on our Ebila.AI page.
- Both parties jointly agree and implement according to this agreement on the basis of cooperation and negotiation. In case it cannot be resolved by negotiation, it will be resolved according to dispute at the competent Court.
VINMOC GROUP