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Terms and Conditions

Viet Internet operates the Partnership Program, through which independent owner-operators of Internet Web sites ("Agent") are granted the non-exclusive right to direct visitors to Agent'sInternet services (the "referrals") to one or more Internet products or services designated by Viet Internet. Viet Internet shall pay Agent a commission for each independent product or service member signup delivered to vietinternet.com, through a mechanism known as an Internet "hypertext transfer" link and PHP/FI reference coding. The appearance and syntax of the hypertext transfer link and reference coding are designed and designated by Viet Internet and constitute the only authorized and permitted representation of sending referrals. Payment shall be made on the 5th day of the calendar month. Agent must strictly follow technical guidelines for the Viet Internet Partnership Program in order to earn commissions. Termination of this Agreement is at will, and may be effected by either party at any time.

Article 1: Relationship

Agency Appointment:
Viet Internet hereby grants Agent the non-exclusive right to direct visitors to the products and services designated by Viet Internet, in accordance with the terms and conditions of this Agreement. This Agreement does not grant Agent an exclusive right or privilege to assist Viet Internet in the solicitation of orders arising from Agent's referrals, and Viet Internet may contract with and obtain the assistance of others at any time to perform services of the same or similar nature as specified herein. Agent shall have no claims to commissions or compensation on business secured by or through persons or entities other than Agent. In connection with such solicitations and referrals, Agent a.) shall not misrepresent Viet Internet or vietinternet.com or otherwise make any claims, representations, or warranties in connection with vietinternet.com other than as expressly authorized by Viet Internet, and b.) shall have no authority to, and shall not bind Viet Internet to any obligations, except as may be expressly set forth herein to the contrary or as otherwise agreed to and approved in advance by Viet Internet. Notwithstanding the above, or anything to the contrary in this Agreement, Agent shall neither sell nor promote Viet Internet or vietinternet.com without the express prior written consent of Viet Internet. Nothing in this Agreement nor any conduct of either party shall be deemed to constitute an employment relationship.

Article 2: Payment

Viet Internet shall pay Agent a commission for each independent bona-fide product or service purchase delivered to Viet Internet, through a banner advertisement and/or hypertext link. The commission paid to Agent for each signup may change from time to time. Agent should review the partners page of the vietinternet.com Web site at least once per month for the current commission rates for product and service sales and for any other changes to the Viet Internet Partnership Program, including but not limited to the technical guidelines. All Agents are deemed on actual notice for any item posted on the vietinternet.com web site at the time of such posting regardless of whether or not Agent have actually accessed such information. Viet Internet will pay Agent on the 5th day of the calendar month (or next business day should the 5th be on a national holiday or weekend) in United States dollars for all commissions earned for the prior period. Viet Internet will track the commissions earned per Agent in accordance with the technical guidelines. Viet Internet will track all commissions earned and may at its absolute discretion decide not to pay any commission to any Agent should Viet Internet believe that any referral has been made in violation of the technical guidelines. Viet Internet reserves the right to withhold any commission for any referral that was made in violation of the technical guidelines. It is the Agent's sole and absolute duty to follow precisely the technical guidelines at all times. Viet Internet is under no obligation whatsoever to pay any commission to any Agent who does not strictly follow the technical guidelines, as modified from time to time.
 

Article 3: License.

3.1. Viet Internet hereby grants to Agent a non-exclusive, non-transferable license, during the term of this Agreement, to use the hypertext transfer links (hereinafter "Banner(s)") solely in connection with the marketing, advertisement, and promotion of vietinternet.com. Agent's use of the Banners will at all times be subject to the prior written approval of Viet Internet, which shall not be unreasonably withheld or delayed. Agent shall comply with all guidelines provided by Viet Internet with respect to the graphic reproduction, appearance, and "look and feel" related to the marketing and representation of the Banner(s) and vietinternet.com. This license cannot be sub-licensed, assigned or otherwise transferred by Agent to any third Person or Entity without the express prior written consent of Viet Internet. The license granted by Viet Internet to Agent hereunder shall automatically and immediately terminate upon any termination of this Agreement. Any unauthorized use of the Viet Internet' sand / or vietinternet.com'sbanners will be cause for immediate termination of this Agreement.

3.2. The license granted to Agent herein is subject to the reservation in Viet Internet of all right, title, and interest in and to Viet Internet's Banner(s) and vietinternet.com. The Banner(s) and vietinternet.com are the valid and exclusive property of Viet Internet, and Agent's right to use the Banner(s) and vietinternet.com is limited to and arises only out of the license granted hereunder. Agent shall not assert the invalidity, unenforceability, or contest the ownership by Viet Internet of the Banner(s) and vietinternet.com in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice Viet Internet's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

Article 4: Representations, Warranties, and Covenants.

4.1. (a) Agent is duly organized, validly existing, and in good standing under the laws of the state or country of Agent's origin; (b) Agent has all requisite power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement; (c) Agent is an adult at least eighteen (18) years of age; (d) this Agreement has been duly authorized, executed, and delivered by Agent and is a valid and binding obligation of Agent enforceable in accordance with its terms; and (e) the execution, delivery, and performance of and compliance with this Agreement does not and will not conflict with, or constitute a default under, or result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of Agent, nor result in any violation of (i) any term of Agent's governing documents, (ii) in any material respect, any term or provision of any mortgage, indenture, contract, agreement, instrument, judgment or decree, or (iii) to the best of Agent's knowledge, any order, status, rule or regulation applicable to Agent, the violation of which would have a material adverse effect on Agent's business or properties.

Article 5: Disclaimer of Warranties and Limitation of Liability

5.1. Viet Internet makes no warranties, either express or implied, concerning the performance or functionality of the Viet Internet Partnership Program, including but not limited to the Banner(s) or vietinternet.com, and hereby expressly disclaims all implied warranties, including warranties of merchantability or fitness for a particular use or purpose. Under no circumstances shall Viet Internet be liable to Agent or any other Person or Entity, including, without limitation, customerss, for any loss, injury, or damage, of whatever kind or nature, resulting from or arising out of any mistakes, errors, omissions, delays, or interruptions in the receipt, transmission, or storage of any messages or information arising out of or in connection with the Viet Internet Partnership Program or vietinternet.com. Without limiting the generality of the foregoing, Viet Internet shall in no event be liable to agent or any other person, including, without limitation, subscribers, for indirect, incidental, or special damages, lost profits, lost savings, or any other form of consequential damages, regardless of the form of action, even if Viet Internet has been advised of the possibility of such damages, whether resulting from breach of its obligations under this agreement or otherwise.

5.2. Viet Internet makes no warranties as to any Viet Internet Partnership Program services furnished, provided, or sold to Agent hereunder, including, without limitation, any implied warranties of merchantability or fitness for a particular use or purpose.

Article 6: Term and Termination.

6.1. The term of this Agreement shall be continuous, unless and until either party notifies the other in writing, with at least 24 hours advance notice, that such party desires to terminate the Agreement, in which case this Agreement may be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

6.2. Upon any termination of this Agreement, Agent and Viet Internet will be released from all obligations and liabilities to the other occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve Agent from any liability arising from any breach of this Agreement occurring prior to termination.

6.3. Upon termination of this Agreement, (i) Viet Internet's acceptance of referrals obtained through Agent shall not constitute a continuation or renewal of this Agreement or a waiver of such termination, (ii) Agent shall be entitled only to those paid commissions, if any, earned by Agent on or prior to the date of termination; (iii) Agent shall in no event be entitled to commissions with respect to any amount of referrals delivered after the date of termination, irrespective of whether any service or product order, contract, or commitment relating thereto was entered into prior to the date of termination; (iv) all rights and licenses of Agent hereunder shall immediately terminate; and (v) Agent shall return to Viet Internet any confidential information, and all copies thereof, in its possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of Viet Internet and the Viet Internet Partnership Program.

 Article 7: Indemnity

 7.1. Agent shall defend, indemnify, and hold Viet Internet, its directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorneys' fees, resulting from, arising out of, or in any way connected with (a) any breach by Agent of any warranty, representation, or agreement contained herein, (b) the performance of Agent's duties and obligations hereunder, (c) the negligence of Agent, (d) any injury (including death) to persons or damages to property caused directly or indirectly by the negligent or intentional acts or omissions of Agent, or (e) the unauthorized use of any Viet Internet intellectual property, including but not limited to the Banner(s); vietinternet.com, and or any part of the Viet Internet Partnership Program.

Article 8: Confidential Information

8.1. Agent acknowledges that, during the term of this Agreement, it may be entrusted with Confidential Information relating to the business, operations, or underlying technology of Viet Internet and / or the Viet Internet Partnership Program. Agent shall provide care to avoid disclosure or unauthorized use of the Confidential Information to any other Person or Entity. Agent shall not use the Confidential Information for purposes other than those necessary to further the purposes of this Agreement. Agent shall not disclose the Confidential Information to third persons or outside parties without the prior written consent of Viet Internet. Should Agent be required under applicable law, rule or regulation, or pursuant to the order of any court or governmental entity of legal process of any governmental entity of competent jurisdiction to disclose Confidential Information in its possession, custody or control, Agent shall: (a) give at least thirty (30) days prior written notice of such disclosure to Viet Internet; (b) use its best efforts to limit such disclosure; and (c) make such disclosure only to the extent so required. Agent's obligations hereunder with respect to Confidential Information shall survive the expiration or earlier termination of this Agreement.

Article 9: Miscellaneous

9.1. Assignability: Agent shall not assign or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of Viet Internet. Any attempted assignment in violation of the provisions of this provision will be void. This Agreement is not intended to and shall not be construed to provide any rights, remedies or benefits to or for any person or entity not a Party to this Agreement.

9.2. Severability: If any provision of this Agreement, or the application thereof to any Person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other Persons or circumstances, and, to this end, the provisions hereof are severable.

9.3. Non-Waiver: No delay or failure by Viet Internet in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

9.4. Remedies: The rights and remedies of Viet Internet hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. Agent acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any rights at law or otherwise of Viet Internet for a breach or threatened breach of any provision hereof, it being the intent of this provision to make clear that the respective rights and obligations of Viet Internet shall be enforceable in equity as well as at law or otherwise.

9.5. Interpretation: This Agreement shall not be construed or interpreted in favor or against Viet Internet or Agent on the basis of draftsmanship or preparation of the Agreement.

9.6. Headings: The headings, captions, and other typographical formatting used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

9.7. Execution and Acceptance: By creating an account with the Viet Internet Partnership Program, Agent executes, accepts, enters into, and becomes party to this Agreement. At such point, Viet Internet simultaneously and automatically becomes counter-party to this Agreement. The Effective Date of such Agreement is the day on which Agent creates such account in the Viet Internet Partnership Program.

9.8. Governing Law: This Agreement shall be governed by and interpreted in accordance with the domestic laws of the State of California within the United States of America. Agent agrees to submit to the personal jurisdiction of the State of Texas within the United States of America. All suits, proceedings or actions relating to this Agreement shall be commenced in and adjudicated by a court in the State of Texas.

9.9. Entire Agreement: Together with the technical guidelines, this Agreement constitutes the entire agreement between the Parties. No prior or contemporaneous written or oral representation form a part of this Agreement, and this Agreement supersedes all prior written agreements between the Parties relating to the subject matter of this Agreement.

9.10. Modification: No amendment, modification or supplement to this Agreement shall be effective unless it is posted by an authorized representative of Viet Internet at the vietinternet.com web site.

9.11. Attorneys' Fees: In the event any party shall commence formal legal action to interpret and/or enforce the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorneys' fees and costs incurred in connection therewith.

 

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