Commercial Terms

The Soctrip Terms and Soctrip Commercial Terms (hereinafter referred to as “Terms“) apply to access or use of the Soctrip Products on Soctrip System (hereinafter referred to as “Products”), including Soctrip Business Tools, for any business or commercial purpose (unless we declare that separate terms for access or use will be applied to Products). This includes, but is not limited to, deploying services, selling products, managing a Page for a business, or using our measurement services.

You agree that you will ensure that any third party on whose behalf you access or use any Soctrip Product for any business or commercial purpose (except for the case we declare that separate terms apply to such access or use) is bound by the Terms and any applicable supplemental terms, and you represent and warrant that you have the authority to bind that third party to such terms.

You agree that disputes between you and Soctrip will be resolved by binding arbitration on a voluntary basis.

1. Licenses

As described in “The permissions you give us” section in our Terms, you grant us the right to adjust, according to intellectual property rights, photos or videos that you share, post or upload, or in connection with our Products. For any access or use of the Soctrip Products for business or commercial purposes, that permission applies to content that you or someone on your behalf (such as your content management service provider) makes available on or in connection with any Soctrip Product.

You also will ensure that you own or have secured all necessary rights to authorize us. The rights that you (or someone on your behalf) grant us under the Terms and any applicable supplemental terms, including but not limited to permission to display, transmit and provide content related to Products on Soctrip System and other media and tools.

For Businesses, we will ask you to verify the relevant licenses depending on which Products you provide on our System to ensure the interests of customers that you will serve on Soctrip.

2. Compliance with law

You commit and warrant that your access or supply of Products on Soctrip System for business or commercial purposes complied with all applicable laws, rules, and regulations.You further commit that you will restrict access to your content and apps to meet the requirements of applicable laws, rules and regulations, including geo-filtering or age-gating access where required.

In addition to (and without limiting) the requirements about who can provide the Soctrip Products under our Terms, if you are located in a country that is subject to embargo under the laws of Vietnam (or under similar laws applicable to you) you may not engage in commercial activities on Soctrip System unless authorized by applicable laws. If you are on Vietnamese Finance Ministry list of Specially Designated Nationals (or an equivalent list), you may not engage in commercial or business activities on Soctrip System (such as business and/or payments). Also, you may not access or provide Products if they are prohibited from business according to law provisions and Soctrip’s Terms.

3. Limits on liability

In addition to (and without limiting) the scope of the “Limits on liability” section in our Terms, you agree that we are not responsible for the actions, services, content, or data of third parties and you also release us, our directors, officers, employees, and agents will not take responsibility for any claims and damages (known or unknown) arising out of or in any way connected with any claim you have against any such third parties.

4. Disputes

If anyone brings a claim, cause of action, or dispute against us, which is related to your services, behaviors, content or information on Soctrip System or your other Products on Soctrip System relating to your supply of any Product on Soctrip System, you agree to be responsible for and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to claims, causes of action, or disputes.

If you reside outside the Vietnam or your business is located outside Vietnam: You agree that any claim, cause of action, or dispute you have against us that arises out of or relates to any access or supply of the Products on Soctrip System for business or commercial purposes must be resolved exclusively in the People's Court of Ho Chi Minh City, Vietnam; Vietnamese law will govern these Terms and any such claim, without regard to conflict of law provisions.

If you reside in Vietnam or your business is located in Vietnam territory: You and we agree that: any claim, cause of action, or dispute between you and us that arises out of or relates to any access or supply of the Products on Soctrip System for business or commercial purposes (“commercial claim”) will be resolved by arbitration. This provision does not cover any commercial claims relating to violations of your or our intellectual property rights, including, but not limited to, copyright infringement, patent infringement, trademark infringement, violations of the Brand Usage Guidelines, violations of your or our confidential information or trade secrets, or efforts to interfere with our Soctrip System or engage with our Soctrip System in an unauthorized way (for example, automated ways).

We and you agree that, by entering into this arbitration provision, all parties are waiving their respective rights to a trial by jury. The parties agree that each may bring commercial claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, representative, or private attorney general proceeding. You have the right to bring a commercial claim only on your own behalf but cannot carry out relief that would affect other parties. When the final judgment of arbitration determines that if there is a particular commercial claim (or a request for particular relief) cannot be arbitrated in accordance with this paragraph’s limitations, then only that commercial claim (or only that request for relief) will be brought in court. All other commercial claims (or requests for relief) remain subject to this paragraph.

The Law on Commercial Arbitration and Vietnamese law governs the interpretation and enforcement of this arbitration provision.

For a dispute, if any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing. This notice of dispute to us must be sent to the following address:

Dispute resolution by arbitration will be governed by the Commercial Arbitration Rules where the parties choose to resolve disputes and Vietnam's Commercial Arbitration Law, as well as the application of the Commercial Terms will be conducted by the Arbitration Center where the two parties choose to enforce. If the initially selected Arbitration Center cannot participate, the parties agree to choose another arbitration center or request the court to appoint an arbitrator in accordance with the law. The arbitrator’s decision will not be bound by decisions of activities at another arbitration center which you are not a related party. To the extent permitted by applicable law, any evidentiary submissions made in arbitration will be maintained as confidential in the absence of good cause for its disclosure. The arbitrator’s award will be maintained as confidential only to the extent necessary to protect either party’s trade secrets or proprietary business information or to comply with a legal requirement mandating confidentiality. Each party will be responsible for the payment of arbitration fees, record and enforcement of the Arbitration Center in accordance with the Rules of that Arbitration Center and the Law of Commercial Arbitration.

If you do not agree to be bound by this provision (including its waiver of class and representative claims), you must notify us as set forth below within 30 days of the first acceptance date of any version of these Commercial Terms containing an arbitration provision. Your notice to us under this subsection must be submitted to the address here:

All commercial claims between us, whether subject to arbitration or not, will be governed by the laws of Vietnam, excluding the case of having conflicts in the laws rules of Vietnam.

If a commercial claim between you and us is not subject to arbitration, you agree that the claim must be resolved exclusively in The People's Court that has jurisdiction in Ho chi Minh City.

If any provision of this dispute resolution provision is found unenforceable, that will be removed and the remainder of the dispute resolution clause will remain in full enforceability.

5. Updates

We may need to update these Commercial Terms from time to time, including to accurately adjust the access or supply of the Products on our System for business or commercial purposes. So, you should check them regularly to promptly update the new Terms. By continuing any access or supply of any your Products on Soctrip System for business or commercial purposes after any notice of an update to these Commercial Terms, you agree to be bound by them. Any updates to the Disputes section of these Commercial Terms will apply only to disputes that arise after notice of the update takes place. If you do not agree to the updated terms, please stop all access or supply of the Products on our System for business or commercial purposes.

6. Conflicts and supplemental terms

If there is a conflict between the Commercial Terms and the Soctrip Terms, the Commercial Terms shall govern with respect to your access and supply of the Products on Soctrip System for business or commercial purposes to the extent of the conflict.

Supplemental terms and policies may also apply to your supply of certain Products. To the extent those supplemental terms conflict with the Commercial Terms, the supplemental terms will govern with respect to your use of those Products to the extent of the conflict. For example:

• If you use Soctrip Platform, you must agree to the Soctrip Platform Policy. By "Platform" we mean a set of APIs, SDKs, plugins, code, specifications, documentation, technology, and services (such as content) that enable others, including application developers and website operators, to retrieve data from Soctrip or any other Products on Soctrip System or provide data to us.
• If you use Business Tools using Soctrip System, you agree to our Business Tools Terms using Soctrip System.
• If you administer a Page, you agree to our Pages Policy .
• If you use any service that Soctrip makes available for merchants to display, facilitate the sale of and / or sell products to users, you agree to our Commerce Product Merchant Agreement on Soctrip System..
• If you accept payments for digital goods using the Soctrip Payments service, you agree to our Developer Payment Terms.

As with our Commercial Terms, we may make changes to these supplemental terms. By continuing to access or supply any Products on Soctrip System subject to supplemental terms after notice of any update to the supplemental terms, you agree to be bound by them.

7. Other

• The Soctrip Terms, these Commercial Terms, and other applicable supplemental Terms make up the entire agreement between the parties regarding access or supply of the Products on Soctrip System for any business or commercial purpose, and supersede any prior agreements.
• If any portion of these Commercial Terms are found to be unenforceable, then (except as otherwise provided) that portion will be severed and the remaining portion will remain in full force and effect.
• If we fail to enforce any of these Commercial Terms, it will not be considered a waiver.
• Any amendment to or waiver of these Commercial Terms must be made in writing and signed by us.
• You will not transfer any of your rights or obligations in these Commercial Terms to anyone else without our consent.
• These Commercial Terms do not bring any beneficiary rights to third party.
• You consent that Soctrip may disclose your advertising content and Page posts (“commercial content”), and other information associated with such content that you are advertising, including information associated with the delivery of that content, in response to valid legal processes related to a state entity or body if Soctrip believes that disclosure would assist in a lawful investigation.
• All of our rights and obligations under these Commercial Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets by operation of law or otherwise.
• Nothing in these Commercial Terms shall prevent us from complying with the law.
• We reserve all rights not expressly granted to you.

Effective Date: 01/10/2018