These Terms and Conditions (“Agreement”) applies to the smartphone application (“Application”) provided by Viet Directory (“Owner”) are effective immediately for users accessing or using the Application or registering Accounts.
Acceptance of Terms and Conditions
By continuing to use the Application, you agree as follows:
- You understand and intend that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;
- You will use the Application in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions in this Agreement as it may be amended by Owner from time to time; and
- You understand, accept, and have received this Agreement and its terms and conditions, and acknowledge and demonstrate that you can access this Agreement.
If you do not agree with the terms and conditions in this Agreement, please discontinue all further use of the Application.
“Account” means the account you create to access or use the Application.
“Content” means text, images, photos, audio, video, and all other forms of data or communication.
“You” and “your” refer to you, as a user of the Application.
“user” is someone who accesses or in any way uses the Application.
“We,” “us,” and “our” refer to Owner and its subsidiaries.
Owner may translate this Agreement into other languages for your convenience. Nevertheless, the English version governs your relationship with Owner, and any inconsistencies among the different versions will be resolved in favor of the English version.
Owner’s License to You
Owner grants you a single, non-exclusive, non-transferable and limited personal license to access and use the Application. Your use of the Application is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.This license is conditioned on your continued compliance with the terms and conditions in this Agreement. You may not rent, lease, lend, sell, transfer redistribute, or sublicense the Application and, if you sell or otherwise transfer a device on which the application is installed to a third party, you must remove the Application from such device before doing so. You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Application).
Your License to Owner
Any communications or material of any kind that you email, post, or otherwise transmit to Owner using the Application, including data, questions, comments, reviews, suggestions or other Content (your “Communications”) will become the property of Owner. You hereby grant a license to Owner to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information.
We may use your Content in a number of different ways, including by publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use your Content and Communications for any purpose. Please note that you also irrevocably grant the users of the Application and any Other Media the right to access your Content in connection with their use of the Application and any Other Media. Finally, you irrevocably waive, and cause to be waived, against Owner and its users any claims and assertions of moral rights or attribution with respect to your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of your Content.
You alone are responsible for your Content, and once posted on the Application, it cannot always be withdrawn. You assume all risks associated with your Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose. You represent that you own or have the necessary permissions to use and authorize the use of your Content as described herein. You may not imply that your Content is in any way sponsored or endorsed by Owner.
You may expose yourself to liability if, for example, your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms.
As between you and Owner, you own your Content. We own the Owner Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, and arrangement of your Content and other Owner Content), computer code, products, software, aggregate user review ratings, and all other elements and components of the Application excluding your Contentand third party Content.
Owner and its licensees may publicly display advertisements, paid content, and other information nearby or in association with your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
You agree to be bound by any affirmance, assent, or agreement you transmit to Owner using the Application, including but not limited to any consent you give to receive communications from Owner solely through electronic transmission. You agree that, when in the future you click on an “I agree,” “I consent” or other similarly worded “button” or entry field in the Application, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
Owner does not charge for the Application, but your carrier’s data rates may apply to your use of the Application.
Use of Owner Services
The following requirements apply to your use of the Application:
- To access or use the Application, you must have the requisite power and authority to enter into this Agreement. You may not access or use the Application if you are a competitor of Owner or if we have previously banned you from the Application or closed your Account.
- The Application may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
- You must create an Account and provide certain information about yourself in order to use some of the features that are offered through the Application. You are responsible for maintaining the confidentiality of your Account password. You are also responsible for all activities that occur in connection with your Account. You agree to notify us immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time for any or no reason.
- We ask that you provide complete and accurate information about yourself when creating an Account in order to bolster your credibility as a contributor to the Application. You may not impersonate someone else, provide an email address other than your own, create multiple Accounts, or transfer your Account to another person without Owner’s prior approval.
- You will not use any electronic communication feature of the Application for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful.
- You will not use the Application to upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights.
- You will not collect or store personal data about other users of the Application.
- You will not use the Application for any commercial purpose not expressly approved by Owner in writing. You will not use the Application to upload, post, email, or otherwise transmit any advertising or promotional materials, including without limitation, “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication.
- You will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
- You will not use the Application when you are driving a motor vehicle, even if doing so is legally permitted in your location.
Representations and Warranties
Owner is under no obligation to enforce this Agreement on your behalf against another User. While we encourage you to let us know if you believe another user has violated this Agreement, we reserve the right to investigate and take appropriate action at our sole discretion.
You represent and warrant that:
- You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Service to:
- Violate this Agreement;
- Post any fake or defamatory review, trade reviews with others, or compensate someone or be compensated to post, refrain from posting, or remove a review;
- Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
- Promote a business or other commercial venture or event, or otherwise use the Application for commercial purposes, except in connection with a business Account in accordance with the business terms outlined below;
- Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Application’s search results, or any third party website;
- Solicit personal information from minors, or submit or transmit pornography;
- Violate any applicable law;
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Application (other than your Content), except as expressly authorized by the Owner;
- Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Application or on any materials printed or copied from the Application;
- Access, retrieve or index any portion of the Application for purposes of constructing or populating a searchable database of business reviews;
- Reformat or frame any portion of the Application;
- Attempt to gain unauthorized access to the Application, Accounts, computer systems or networks connected to the Application through hacking, password mining or any other means;
- Use any device, software or routine that interferes with the proper working of the Application, or otherwise attempt to interfere with the proper working of the Application;
- Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Application; or
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Application or features that enforce limitations on the use of the Application.
Communications from Owner and Others
By accessing or using the Application, you consent to receive communications from other users and Owner through the Application, or through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls. These communications may promote Owner or businesses listed on the Application, and may be initiated by Owner, businesses listed on the Application, or other users. You further understand that communications may be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS messages or phone calls. You agree to notify us immediately if the phone number(s) you have provided to us have been changed or disconnected. Please note that any communications, including phone calls, with the Owner may be monitored and recorded for quality purposes.
You can opt-out of certain communications here: ¬¬¬¬¬¬¬¬¬___________________
Security of Data Transmission and Storage
Electronic communications using the Application may not always be encrypted. You acknowledge that there is a risk that data, including email, electronic communications, and personal data, may be accessed by unauthorized third parties when communicated between you and Owner or between you and other parties.
Owner and its affiliates, and agents are permitted, but not obligated, to review or retain your Communications. Owner may monitor your Communications to evaluate the quality of service you receive, your compliance with the Agreement, the security of the Application, or for other reasons. You agree that such monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which Owner or its affiliates or agents monitor your Communications and enforces or fails to enforce the terms of the Agreement. In no event will Owner or any of its affiliates or agents be liable for any costs, damages, expenses, or any other liabilities incurred by you as a result of monitoring activities by Owner or its affiliates or agents.
The Application may contain links to other sites. Owner does not control such other sites, and Owner and its affiliates and agents make no representations whatsoever concerning the content, accuracy, security or privacy of those sites. The fact that Owner has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners or its providers. There are risks in using any information, software, or products found on the Internet, and Owner cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold Owner or its affiliates or agents liable for any loss or damage caused by use of or reliance on any content, goods, or services available on other sites.
Trademarks and Copyrights
The Application is owned by Owner or its affiliates or agents, and is protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to Owner or its affiliates or agents. Nothing contained in the Application should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed in the Application without the written permission of Owner or such third party that may own the trademarks displayed in the Application. Your use of the trademarks displayed in the Application, or any other content in the Application, except as provided herein, is strictly prohibited. You may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the Owner Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Application and the Owner Content are retained by us.
Images displayed through the Application are either the property of, or used with permission by, Owner or its affiliates or agents. You are prohibited from using or authorizing the use of these images unless specifically permitted under the Agreement. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.
Disclaimer of Warranties
YOUR USE OF THE APPLICATION IS ENTIRELY AT YOUR SOLE RISK. THE APPLICATION IS PROVIDED BY OWNER ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS WITH THE EXPRESS UNDERSTANDING THAT THE OWNER MAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD PARTY CONTENT. OWNER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. OWNER MAKES NO WARRANTY THAT (i) THE APPLICATION WILL MEET YOUR REQUIREMENTS, (ii) THAT OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APPLICATION WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OWNER, OR THROUGH THE APPLICATION SHALL CREATE ANY WARRANTY REGARDING THE APPLICATION NOT EXPRESSLY STATED IN THIS AGREEMENT.
Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE OWNER TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE APPLICATION, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THIS AGREEMENT, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THIS AGREEMENT.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OWNER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR THE INABILITY TO USE THE APPLICATION OR ANY OTHER MATTER RELATING TO THE APPLICATION.
YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE APPLICATION, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE APPLICATION.
THE OWNER’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE APPLICATION OR THIS AGREEMENT IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE OWNER IN CONNECTION WITH THE APPLICATION IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
You agree to indemnify and hold Owner and its affiliates, agents, employees, and licensors harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, made by any person arising out of your violation of this Agreement, state or federal securities laws or regulations, or any other person’s rights, including but not limited to infringement of any copyright or violation of any proprietary or privacy right. Under no circumstances, including but not limited to a negligent act, will Owner or its affiliates or agents be liable for any damages of any kind that result from the use of, or the inability to use, the Application.
You may terminate this Agreement at any time by closing your Account, discontinuing any access to or use of the Application, and providing the Owner with a notice of termination here.
We may close your Account, suspend your ability to use certain portions of the Application, terminate any license or permission granted to you hereunder, and/or ban you altogether from the Application for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your Account, the Application, your Content, or any other related information.
The Agreement, and all future agreements you shall enter into with Owner, unless otherwise indicated on such other agreement, shall be governed by the law of the State of Washington, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with Owner or any of its affiliates or agents in the State of Washington or elsewhere. Unless a dispute would be governed by an applicable arbitration clause, you agree to submit to the personal and exclusive jurisdiction of the courts located within the county of King within the State of Washington. If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
Modification to this Agreement
We may modify this Agreement from time to time. You understand and agree that your access to or use of the Application is governed by the Agreement effective at the time of your access to or use of the Application. If we make material changes to this Agreement, we will notify you by email, by posting notice on the Application, and/or by other method prior to the effective date of the changes. We will also indicate at the top of this page the date that such changes were last made. You should revisit this Agreement on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of the Application after the effective date of changes to this Agreement represents your acceptance of such changes.
This Agreement constitutes the entire agreement between you and Owner regarding the Application, and governs your use of the Application, superseding any prior agreements between you and Owner regarding the Application. If any provision of this Agreement shall be held invalid under law, such invalidity shall not affect any other provision or provisions hereof which are otherwise valid. The failure of Owner to enforce any provision in this Agreement shall not constitute a waiver of such provision or any other provision.Any failure on Owner’s part to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. This Agreement, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Owner’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate this Agreement and be void.You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and Owner as a result of this Agreement or your use of the Application.
The following terms (“Business Terms”), in addition to the Agreement above, govern your access to and use of your business Account. In the event of any conflict between these Business Terms and the Agreement, the Business Terms apply. If you have purchased products or services from Owner on behalf of your business (e.g., advertising or business tools), the terms of that purchase apply in the event of any conflict with these Business Terms. Capitalized words used but not defined in these Business Terms have the meanings described in the Agreement. By creating, accessing, or using your business Account, you are agreeing to these Business Terms and concluding a legally binding contract with Owner. You are not authorized to create, access, or use a business Account if you do not agree to these Business Terms.
Please read these Business Terms carefully as they require the use of arbitration on an individual basis to resolve disputes, rather than trials or class actions, and also limit the remedies available to you in the event of a dispute.
In the event of any termination of these Business Terms, whether by you or us, these Business Terms in their entirety will continue in full force and effect.
Representations and Warranties
You represent and warrant that:
- You have the authority to act on behalf of the business or businesses associated with your business Account and bind any such business to the Business Terms (such business or businesses, your “Business”);
- Your Business complies with applicable laws and does not offer or advertise illegal products and/or services for lease or sale;
- You agree that we may contact you, including by phone or email, using the contact information you provide us, make publicly available, or that we have on record for your business, and that our calls with you may be monitored and recorded for quality purposes; and
- You also represent and warrant that you will not, and will not authorize or induce any other party, to:
- Offer incentives of any kind, such as discounts, freebies, refunds, gift cards, contest entries, offers, or deals in exchange for the posting of reviews of your Business, or to prevent or remove reviews, and you understand and acknowledge that Owner, may publicly notify consumers about such incentives and other attempts to obtain, prevent, or remove reviews;
- Write reviews or vote on Content (e.g., voting user reviews as useful, funny, or cool) for your Business or your Business’s competitors;
- Pay or induce any third party to post, refrain from posting, or remove reviews;
- Attempt to generate automated, fraudulent, or otherwise invalid ad impressions, inquiries, conversions, ad clicks, or other actions;
- Use any automated means or form of scraping or data extraction to access, query or otherwise collect Owner data, content and/or reviews from the Application;
- Use any Owner trademarks in any manner without Owner’s prior written consent; or
- Misrepresent your identity or affiliation to anyone in connection with Owner.