TERMS OF USE
Welcome to the V-App E-Commerce Platform and/or the V-App mobile application. Please read these Terms of Service carefully. These Terms of Service govern your access to and use of the V-App Platform and any part of the Services (as defined below). By creating a V-App account ("Account") and/or accessing the V-App Platform and/or using the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms of Service, thereby forming a legally binding agreement between you and V-App (as defined below). If you do not agree to these Terms of Service, please do not access and/or use the V-App Platform or any part of the Services.
You must have a V-App User Account (as defined below) and be at least eighteen (18) years of age in order to access and use password-protected and/or secured features of the V-App Platform and/or to use the Services. You shall not intentionally attempt to gain unauthorized access to such features or to any other protected information on the V-App Platform and/or the Services by any means without the prior authorization of V-App.
If you are under eighteen (18) years of age, you must obtain the consent of your parent(s) or legal guardian(s), who must agree to these Terms of Service and accept responsibility for: (i) your actions; (ii) any charges associated with your use of the Services or the purchase of Products; and (iii) your acceptance of and compliance with these Terms of Service. If you do not have the consent of your parent(s) or legal guardian(s) and/or access the V-App Platform and/or use the Services and/or purchase Products without the supervision of your parent(s) or legal guardian(s), you must immediately cease such access and use.
ARTICLE 1. DEFINITIONS AND INTERPRETATION
1.1. "Customer" or "Buyer" means any organization or individual that uses the V-App Platform or purchases goods and/or services on the V-App Platform.
1.2. "Intellectual Property" means all copyrights, patents, trademarks, service marks, domain names, design rights, database rights, trade names or business names, rights in trade secrets and confidential information, rights in goodwill and reputation, and all other similar intellectual property rights, together with all applications for such rights, whether existing now or created in the future, in any jurisdiction worldwide, whether registered or unregistered, and all related rights, privileges, causes of action, claims for damages, and rights to seek interim or injunctive relief in respect of any infringement of such rights, whether such infringement occurred in the past, is occurring at present, or may occur in the future.
1.3. "V-App", "we", "us", or "our" refers to VinSmart Future Joint Stock Company, a company duly established and operating under Enterprise Registration Certificate No. 0105479189, first issued by the Hanoi Department of Finance on 31 August 2011 (as amended from time to time), having its head office at No. 7 Bang Lang 1 Street, Vinhomes Riverside Ecological Urban Area, Phuc Loi Ward, Hanoi City, Vietnam.
1.4. "Password" means a valid password which a Customer holding a User Account with V-App is authorized to use together with a Username to access the V-App Platform and/or use the Services.
1.5. "Personal Data" means the personal data as specified in the Privacy Policy.
1.6. "V-App E-commerce Platform" or "V-App Platform" means (i) the mobile application named "V-App" operated on Android and iOS operating systems, duly registered as an e-commerce application, including an e-commerce marketplace, customer utilities, and online promotion features, owned and operated by V-App in Vietnam; and/or (ii) the e-commerce website https://v-app.vn/, duly registered as an e-commerce website, including an e-commerce marketplace and online promotion services, owned and operated by V-App in Vietnam. The V-App E-commerce Platform is established and operated in the form of an e-commerce marketplace and online promotion platform serving merchants, organizations, and individuals wishing to introduce, purchase, and sell products online, including but not limited to: posting listings online, opening online storefronts to display, introduce, and sell Products, and conducting promotions in the form of discount codes, sales at prices lower than previous selling prices for a specified period of time or for a specified number of Customers, and other promotional activities in accordance with the laws of Vietnam.
1.7. "Products" means the goods and/or services provided by Sellers through the V-App Platform.
1.8. "Services" means the services, information, and functionalities provided by us and/or our partners on the V-App Platform.
1.9. "Terms of Use" means these terms and conditions governing a User's access to and use of the V-App Platform and/or the Services.
1.10. "Trademarks" means any signs used to distinguish the goods or services of different organizations or individuals, including trademarks, service marks, trade names, and logos used and displayed on the V-App Platform, including both registered and unregistered trademarks of V-App or third parties.
1.11. "Username" means the unique name or login identifier used to identify a Customer holding an Account with V-App.
1.12. "You", "your" refer to individuals aged eighteen (18) years or older, or individuals acting under the supervision of their parent(s) or legal guardian(s).
1.13. "Seller" means domestic organizations and individuals (including V-App) and foreign organizations and individuals conducting lawful commercial and business activities who are approved by V-App to use the services provided by V-App and its affiliates or related parties.
1.14. "User" means a Customer who has installed the V-App mobile application and registered a User Account on the V-App Platform.
1.15. "V-App User Account" means an electronic account on the V-App Platform created by a Customer upon registration and activated upon acceptance by V-App, enabling the Customer to access the V-App Platform and/or use the Services provided thereon.
ARTICLE 2. PRIVACY
V-App values the confidentiality and security of your information. In order to protect Users' rights and interests, V-App provides a Privacy Policy which sets out in detail V-App's data protection and privacy practices. Please refer to the Privacy Policy for information on how V-App collects and uses data relating to your Account and/or your use of the Services ("User Information").
ARTICLE 3. INTELLECTUAL PROPERTY
3.1. Ownership of Intellectual Property: V-App, its licensors, or its service providers own, license, and control all Intellectual Property rights in and to the V-App Platform and all materials available on the V-App Platform. V-App reserves the right to enforce its Intellectual Property rights to the fullest extent permitted by applicable law.
3.2. Restrictions on Use: No content on the V-App Platform, nor any Materials, may be reproduced, redesigned, disassembled, modified, distributed, republished, displayed, broadcast, copied, sampled, transferred, retransmitted in any form or by any means, stored in any information system, or installed on any server, system, or device without the prior written consent of V-App or the relevant copyright owner. Subject to Article 5.3, you are permitted solely to download, print, or use the Materials for personal and non-commercial purposes, provided that you do not modify the content of such Materials and that V-App or the relevant copyright owners retain all copyright notices and proprietary legends contained therein.
3.3. Trademarks: Nothing on the V-App Platform or in these Terms of Service shall be construed as granting, whether expressly or by implication, estoppel, or otherwise, any license or right to use (including by way of meta tags or hyperlinks to any other website) any Trademarks displayed on the Services without the prior written consent of V-App or the relevant trademark owner.
3.4. Any software provided by V-App to Users shall be governed by these Terms of Service. V-App reserves all rights in and to such software not expressly granted under these Terms of Service. Any scripts or source code linked to, embedded in, or referenced by the Services are licensed to you by the respective third-party owners of such scripts or source code, and not by V-App.
ARTICLE 4. ACCOUNTS
4.1. Certain features of the Services require you to register for an Account by selecting a unique username ("Login Name") and password and by providing certain personal information in a truthful and accurate manner. You may use your Account to access other products, websites, or services that are permitted by V-App or that are affiliated with or cooperate with V-App. V-App does not review and shall not be responsible or liable for the content, functionality, security, services, privacy policies, or other practices of such products, websites, or services.
4.2. By registering an Account, you acknowledge and agree that:
(a) You may use products and/or services available on the V-App Platform or applications provided and/or operated by V-App (subject to V-App's applicable policies);
(b) V-App may, through the V-App Platform, offer certain products and/or services originating from or provided by its subsidiaries, affiliates, or partners, as well as other products and/or services provided by such subsidiaries, affiliates, or partners from time to time. You acknowledge and agree that any purchase or transaction of such products and/or services shall be governed by the applicable terms of service of the relevant products or services, which you separately accept upon accessing or using such products, applications, websites, or services. Accordingly, V-App shall not be liable for any errors or issues arising in connection with the purchase or transaction of such products and/or services.
(c) You may be directly connected to and use products and/or services available in certain off-platform applications provided by V-App's subsidiaries or affiliates ("Off-Platform Applications").
Your Account may be used to log in to, use, or access products, applications, websites, and services provided by V-App, as well as products provided by certain subsidiaries, affiliates, or partners of V-App. Such products, websites, and services shall be subject to the terms and conditions and privacy policies of the relevant affiliate or partner, which you agree to accept upon accessing or using such products, applications, websites, or services.
4.3. You agree to: (a) keep your Password confidential and use only your Login Name and Password when logging in; (b) ensure that you log out of your Account after each session on the V-App Platform; and (c) immediately notify V-App upon discovering any unauthorized use of your Account, Login Name, and/or Password. You shall be solely responsible for all activities conducted under your Login Name and Account, including any loss or damage arising from unauthorized use of your Password or from your failure to comply with this Article.
4.4. You agree that V-App shall have the right, at its sole discretion, to immediately delete your Account and Login Name and to remove or disable from the V-App Platform any content associated with your Account and Login Name, for any reason, with or without prior notice and without liability to you or any third party, including but not limited to the following circumstances: (a) your Account or Login Name remains inactive for a period specified under V-App's policies; (b) breach of the letter or spirit of these Terms of Service or any rules, policies, regulations, or community standards of V-App; (c) engagement in unlawful, fraudulent, harassing, infringing, threatening, or abusive conduct; (d) maintaining multiple user accounts; (e) purchasing products on the V-App Platform for commercial or resale purposes; (f) bulk purchasing from a Seller or a group of related Sellers; (g) abuse of discount codes, subsidies, or promotional benefits (including resale or misuse of discount codes on the V-App Platform); (h) conduct that causes harm to other Users, third parties, or the legitimate economic interests of V-App; (i) provision of false or misleading information or use of automated tools to register Accounts; or (j) buying, selling, leasing, lending, or registering Accounts on behalf of others.
Any use of an Account for unlawful, fraudulent, harassing, infringing, threatening, or abusive purposes may be reported to competent state authorities in accordance with applicable law.
4.5. A User may request deletion of his/her Account by submitting a written notice to V-App. However, the User shall remain fully responsible and liable for any outstanding transactions (whether arising before or after the deletion of the Account) and any related shipment or delivery of goods associated with such Account. In such cases, pursuant to these Terms of Service, the User must contact V-App promptly and complete all pending transactions prior to or in connection with the Account deletion. The User bears full responsibility for his/her request for Account deletion.
4.6. You may only use the Services and/or open an Account with V-App if you satisfy all eligibility requirements to accept and comply with these Terms of Service and V-App's applicable rules, policies, and regulations.
ARTICLE 5. USE OF THE PLATFORM AND SERVICES
5.1. Your right to access and use the V-App Platform shall automatically terminate pursuant to these Terms of Service or upon your breach of any provision hereof. In such event, V-App may terminate your access to and use of the Platform and/or Services with or without prior notice to you.
5.2. Users shall not:
(a) use the V-App Platform or the Services for any unlawful, unreasonable, fraudulent, threatening, illegal data-mining, destructive purposes; create or disseminate viruses or other harmful programs that damage the systems, configurations, or data transmissions of the V-App Platform; or use the Services for speculation, market manipulation, creating fake orders or listings, including for the purpose of misleading or estimating market demand;
(b) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;
(c) post, advertise, or transmit through the V-App Platform or the Services any Prohibited Materials;
(d) intentionally gain unauthorized access to, interfere with, or disrupt any computer system or network connected to the V-App Platform or the Services;
(e) use or upload any software or materials which you have reason to believe contain viruses, defects, malicious code, or other harmful components that may impair or damage data on the V-App Platform or damage or interfere with the computers or mobile devices of other Customers, or the V-App Platform or the Services;
(f) interfere with another person's use or enjoyment of the V-App Platform or the Services;
(g) modify, adapt, copy, disseminate, distribute, provide, or create derivative or similar tools or services based on the Services provided by V-App to any third party without V-App's prior consent; and
(h) use the V-App Platform or the Services in violation of the acceptable use policies of any connected computer network, any Internet usage standards, or any applicable laws and regulations;
(i) engage in any conduct that damages the reputation of V-App and/or the V-App Platform in any form, including creating discord among Sellers by using secondary accounts, acting through third parties, or disseminating information detrimental to the reputation of V-App and/or the V-App Platform.
5.3. Users acknowledge that all content, whether publicly posted or privately transmitted ("Content"), is the sole responsibility of the person who created such Content. Users acknowledge that by using the V-App Platform, they may be exposed to Content that they consider offensive, inaccurate, or otherwise inappropriate. V-App shall not be liable for any Content, including any errors or omissions therein, or for any loss or damage arising from the use of or reliance upon any Content posted, emailed, transmitted, or otherwise made available on the V-App Platform.
5.4. Users acknowledge that V-App and its designees have the right (but not the obligation), at their sole discretion, to screen, refuse, remove, suspend, delete, disable, or relocate any Content available on the V-App Platform, including any Content or information posted by Users. V-App may remove Content: (i) that violates these Terms of Service; (ii) upon receipt of a valid complaint from another User in accordance with applicable law; (iii) upon receipt of a valid notice of intellectual property infringement or a lawful removal request; or (iv) for other reasons as required or permitted by applicable law. V-App may block communications (including status updates, postings, transmissions, and/or chats) relating to or in connection with the Services as part of its efforts to protect the Services or Users, or to enforce these Terms of Service. Users agree that they must independently evaluate and bear all risks associated with the use of any Content, including reliance on the accuracy, completeness, or usefulness of such Content. In this regard, Users acknowledge that they should not and, to the maximum extent permitted by law, shall not rely on any Content created by or submitted to V-App, including information available on V-App forums or other parts of the Platform.
5.5. Users acknowledge and agree that V-App may access, preserve, and disclose User Account information, Content, and any other data or materials provided by Users when required by law, court order, or request from a competent governmental or regulatory authority, or as otherwise permitted by applicable law, for the purposes of: (a) complying with legal process; (b) enforcing these Terms of Service; (c) responding to claims that any Content infringes the rights of third parties; (d) responding to User service or customer support requests; or (e) protecting the rights, property, or safety of V-App, its Users, and/or the public.
ARTICLE 6. ENFORCEMENT AND HANDLING OF VIOLATIONS
Any violation of these Terms of Service may result in one or more of the following actions, including any or all of the measures below:
(a) removal of product listings;
(b) restriction or limitation of Account privileges;
(c) suspension or termination of the Account;
(d) recovery, clawback, or forfeiture of monies and/or assets obtained through fraudulent conduct, together with any related costs, including shipping fees, payment processing fees, and other associated expenses;
(e) referral for criminal prosecution in accordance with applicable law;
(f) initiation of civil actions, including claims for damages and/or applications for interim or injunctive relief; and
(g) other enforcement actions or sanctions in accordance with V-App's Community Standards, Operating Regulations, and/or applicable policies.
ARTICLE 7. PAYMENT METHODS
7.1. From time to time, payment for goods purchased on the V-App Platform may be made using one or more of the following methods:
(a) Credit/Debit Cards or Credit Card Installments
Payment by credit card, debit card, or credit card installment plans shall be processed through third-party payment channels, and the list of accepted cards shall depend on the payment channel used by you at the relevant time.
(b) Cash on Delivery (COD)
V-App provides COD services in certain countries. Buyers may pay in cash directly to the delivery personnel at the time of receipt of the goods.
(c) Domestic ATM Cards – Internet Banking
Payment via domestic ATM cards through Internet banking is available only to Buyers holding domestic ATM cards with Internet banking (online payment) functionality and does not apply to VISA or Mastercard cards.
(d) Bank Transfer
This payment method allows Buyers to make payment via online banking (Internet banking) services.
(e) Other payment methods made available on the V-App Platform from time to time.
7.2. Where a Buyer agrees to link or store any payment method to his/her Account, the Buyer hereby consents to V-App sharing such payment method information with any payment processor, payment gateway, payment facilitator, intermediary, channel, or other service provider for the purposes of storing such payment method information and processing payments using such payment methods.
7.3. The availability of any particular payment method or its compatibility with the V-App Platform may depend on your chosen payment method and other factors and may change at any time.
7.4. At present, V-App may make payments to Users via bank transfer. Accordingly, Users are required to provide V-App with their bank account information in order to receive payments, including payments for completed sales orders or for returned/refunded orders in accordance with V-App's policies.
ARTICLE 8. SELLERS' OBLIGATIONS
8.1. Sellers shall manage and ensure the accuracy and completeness of all information, including but not limited to product pricing, product details, inventory quantities, and applicable terms and conditions of sale as updated in their product listings, and shall not publish or provide any inaccurate or misleading information.
8.2. Valid product prices shall be determined at the Seller's sole discretion in accordance with prevailing market prices and/or the Seller's costs of acquiring such products, except for products subject to price controls by competent authorities. Product prices should include the total amount payable by the Buyer (e.g., taxes, fees, etc.), and the Seller shall not require the Buyer to pay any additional or separate amounts. Where the listed price of goods or services does not clearly indicate whether it includes costs associated with the purchase of such goods or services, such as taxes, packaging fees, shipping fees, or other incidental expenses, such price shall be deemed to include all such related costs.
8.3. To the extent permitted by law, the Seller agrees that V-App may, at its sole discretion, conduct promotional activities at V-App's expense and/or at the Seller's expense (subject to the Seller's consent on a case-by-case basis) to support transactions between Sellers and Buyers, including through price reductions, discounts, rebates, or other mechanisms. The final price payable by the Buyer shall be the price after such adjustments have been applied.
8.4. For the purpose of promoting the Seller's listed products, V-App may display such products (at the adjusted prices) on third-party websites (such as information portals and price comparison platforms) and other websites (domestic or international) operated by or in cooperation with V-App.
8.5. Sellers shall be responsible for issuing invoices to Buyers in accordance with applicable law.
8.6. Sellers acknowledge and agree that they are solely responsible for the payment of all taxes, customs duties, and any other fees applicable to the products sold (including return shipping fees in accordance with V-App's criteria and determinations from time to time), and that V-App does not provide any legal or tax advice in this regard. Sellers should seek professional tax advisory services where necessary.
ARTICLE 9. FEEDBACK
V-App welcomes information and feedback from Users to help improve the quality of the Services. Please refer to V-App's feedback procedure as follows:
(i) Feedback must be submitted in writing via email or through the feedback form available on the application.
(ii) Anonymous feedback will not be accepted.
(iii) Users concerned in or affected by the feedback shall be duly notified and given an opportunity to address and rectify the relevant issues.
(iv) Feedback that is unclear or defamatory in nature will not be accepted.
ARTICLE 10. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, V-App shall not be liable, whether in contract, warranty, tort (including negligence, whether active or passive), product liability, strict liability, statutory liability, or otherwise, for:
(a) any loss of profits, revenue, data, or goodwill, whether direct or indirect; or
(b) any indirect, incidental, special, or consequential damages (including any service interruption, or damage to computers, telephones, or other mobile devices) arising out of or in connection with the use of the V-App Platform or the Services, including any damages resulting therefrom, even if V-App has been advised of the possibility of such damages or has been otherwise informed of potential liability.
ARTICLE 11. LINKS TO THIRD-PARTY SERVICES
11.1. Third-party links available on the V-App Platform may direct Users away from the V-App Platform. Such links may be provided for convenience only. The websites or applications accessed through such links are not under the control of V-App in any manner, and you access them at your own risk.
Users may interact with, purchase goods from, use services of, or participate in promotional programs of third parties while using the V-App Platform. Any such activities and any associated terms, conditions, warranties, or representations shall constitute solely a relationship, transaction, or agreement between the User and the relevant third party.
11.2. V-App provides the Services to you in accordance with these Terms of Service. Users acknowledge and agree that certain third parties offering goods and/or services through the V-App Platform may require you to agree to additional or different terms and conditions prior to accessing or using such goods or services. Your acceptance of such additional terms and conditions shall constitute a separate and independent legal agreement between you and such third parties.
11.3. V-App shall not be responsible or liable, in any manner whatsoever, for any content (including links), communications, purchases, or transactions between Users and any third-party websites or services linked to or from the V-App Platform. V-App provides such links or facilitates such interactions solely for convenience, and the inclusion of any link shall not, in any form, imply or constitute any affiliation, endorsement, approval, or sponsorship by V-App of any linked website and/or any content therein.
ARTICLE 12. PROMOTIONAL CODES
12.1. Subject to V-App's policies from time to time, promotional codes are tools designed to provide shopping incentives to Buyers on the V-App Platform under promotional programs conducted by V-App or Sellers, or promotional programs in which Sellers participate.
12.2. Users, as applicable in each context, when issuing, using, or benefiting from promotional codes available on the V-App Platform, shall comply with the specific terms and conditions applicable to each type of promotional code.
12.3. Sellers may independently conduct their own promotional programs on the V-App Platform by issuing promotional codes to Buyers. In addition to Seller-initiated promotional codes as described above, Sellers may also co-sponsor promotional codes issued and granted to Buyers on the V-App Platform for other promotional programs, based on a mutually agreed cost-sharing ratio with V-App.
Sellers shall ensure full compliance with applicable laws and regulations governing promotional activities, as well as V-App's policies, when conducting any such promotional programs.
ARTICLE 13. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless V-App, its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branding partners, business partners, and employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, lawsuits, liabilities, losses, damages, settlements, penalties, fines, costs, and expenses (including dispute resolution costs and reasonable legal fees) incurred or suffered by the Indemnified Parties arising out of or in connection with: (a) any transactions conducted on the V-App Platform, or any disputes relating thereto (except where V-App or its affiliates act as the Seller in the transaction giving rise to the claim); (b) V-App's Buyer Protection or Assurance Policies; (c) the organization, operation, management, and/or administration of the Services carried out by or on behalf of V-App; (d) your breach of or failure to comply with any provision of these Terms of Service or any policies or guidelines incorporated herein by reference; (e) your use or misuse of the Services; (f) your violation of any applicable law or any rights of any third party; or (g) any Content posted or submitted by you or through your Account.
ARTICLE 14. SEVERABILITY
If any provision of these Terms of Service is held to be unlawful, void, or unenforceable for any reason, such provision shall be deemed severed from these Terms of Service and shall not affect the validity or enforceability of the remaining provisions. The validity and enforceability of such provision shall be determined in accordance with applicable law.
ARTICLE 15. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms of Service shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam. Any dispute, controversy, claim, or disagreement of any kind arising out of or in connection with these Terms of Service against or relating to V-App or any of the Indemnified Parties shall be finally resolved by arbitration at the Vietnam International Arbitration Centre (VIAC). The language of the arbitration proceedings shall be Vietnamese.
ARTICLE 16. GENERAL PROVISIONS
16.1. V-App reserves the right to amend or modify these Terms of Service at any time by posting the revised Terms of Service on the V-App Platform. Your continued use of the V-App Platform following the posting of such amendments shall constitute your acceptance of the revised Terms of Service. If you do not agree with any such amendments or modifications, you must discontinue use of the Services and access to the V-App Platform.
16.2. Users may not assign, transfer, or sublicense any of their rights or obligations under these Terms of Service.
16.3. Any failure by V-App at any time to enforce any provision hereof shall not be deemed a waiver of its right to enforce such provision or any other provision at a later time, unless such waiver is expressly made in writing.
16.4. These Terms of Service, together with any agreements and policies incorporated herein by reference, constitute the entire agreement and understanding between the parties with respect to the Services and the V-App Platform and supersede all prior or contemporaneous agreements, understandings, negotiations, or arrangements, whether written or oral, relating thereto. In entering into this agreement constituted by these Terms of Service, the parties do not rely on any statement, representation, warranty, understanding, undertaking, promise, or assurance made by any person other than those expressly set forth herein. These Terms of Service shall not be contradicted, explained, or supplemented by evidence of any prior agreement, any contemporaneous oral agreement, or any consistent additional terms.
16.5. You agree to comply with all applicable laws and regulations relating to anti-corruption and anti-bribery.
These Terms of Service are published and shall take effect as of 31/12/2025.