GENERAL TERMS AND CONDITIONS

Applicable to Partners operating on the AdFlex.vn system

These General Terms (hereinafter referred to as the "General Terms") issued by AdFlex Vietnam Joint Stock Company (hereinafter referred to as "AdFlex") stipulate the rights and obligations towards partners operating on the AdFlex.vn system (hereinafter referred to as "Partners").

SECTION I. PARTNERS

Partners operating on the AdFlex.vn system include but are not limited to:

- Application developers, who own applications with many users.

- Owner of fanpage, website (mobile & desktop), Youtube channel,... Ability to communicate to a wide range of users.

- Individuals know how to use and mobilize a large amount of traffic through Google AdWords, Facebook Ads, Zalo, Cốc Cốc ...

- Represent other advertising agencies/ad networks.

SECTION II. FORM OF COOPERATION

Partners can choose the forms of cooperation with AdFLex listed below:

-CPI (Cost per Install): recognizes commissions on each install and use of the application/game on new devices, under network connection.

Partners choose the offers that suit them according to the application type, operating system type, territory, and price per conversion.

- CPA (Cost per Action): record commission for each successful action such as ordering, filling personal information, confirming email,... depending on the Offer.

AdFlex's CPA offers have high commissions, with a wide selection of customers and geographies.

- CPO (Cost per Order): Partners will receive a commission on each confirmed order by phone, email,...

AdFlex's CPO offers are mostly exclusive offers, with a rich number of campaigns in terms of income segments, customers and geographies. Partners can choose suitable CPO products and spread information or run Ads to get the best order effect. AdFlex will support landing pages and product banners to help Partners run campaigns more smoothly.

- CPC (Call per Click): record commission on each click on banners, advertising images. In addition to offers, AdFlex provides tools/tools to help Partners run campaigns easily.

SECTION III. TERMS OF COOPERATION

ARTICLE 1. SCOPE OF COOPERATION

1. By signing this General Terms, the Partner agrees to become a member operating on the AdFlex.vn system, providing advertising services in forms in accordance with the provisions of Vietnamese law.
2. For each specific case, the Parties may jointly discuss details of the Campaign such as the Campaign name, quantity, form and unit price.
3. AdFlex is acknowledged as the owner or licensed to use the advertised service/product including trademarks, domain names, logos and all features and features of such services/products.
4. The Parties agree that all proprietary rights in the brand identity, service website domain name are the sole property of AdFlex and AdFlex does not grant the Partner or any third party the right to duplicate, interfere with, tamper with, or damage part or all of the features,  the nature of the service in any manner without the written approval of AdFlex.
5. These General Terms shall not establish any agency, association, or other binding relationship between the Parties beyond the scope of cooperation set forth in the preceding section

ARTICLE 2. TERM OF COOPERATION

The term of cooperation between the Parties is established from the date the Partner confirms its agreement to the provisions of this General Terms and is approved to become a member on the AdFlex.vn system to:

- The Partner's account on the AdFlex.vn system is blocked or temporarily not allowed to operate; or

- AdFlex system no longer works

ARTICLE 3. ACCOUNT REGISTRATION

1. In order to operate on AdFlex.vn system, the Partner must register to create an online account with a username and password (hereinafter referred to as "Account").
2. The Partner undertakes to use the complete, accurate, and latest information for the Registered Account and to update it in a timely manner when there are any changes. AdFlex is exempt from liability arising from inaccuracies and/or non-up-to-date information on the Partner's account.

Information required for Individual Partners:

- Copy of ID card/ Passport;

- Contact phone number;

- Account number of the receiving bank in the name of the Partner.

Information required for Partners who are Organizations/Enterprises

- A copy of the Business Registration Certificate or equivalent document;

- Contact phone number;

- Account number of the receiving bank in the name of the Partner.

3. The successful registration of an account by the Partner is considered as the Partner has accepted the provisions of these General Terms.
4. The Partner is obliged to keep the Account secure and confidential, any attempt to log in to the website through the Account is considered an action of the Partner.
5. Accounts shall not be widely disseminated, not transferable or transferred in any way. In case of suspicion that a third party is using the Account, the Partner shall notify AdFlex for assistance.
6. The Partner hereby has read, understood, accepted in its entirety and without attaching any conditions to the contents mentioned in the Personal Data Protection Policy and changes (if any) from time to time between the Partner and AdFlex.
7. Information about Partners will be kept confidential by AdFlex, and treated as AdFlex Confidential Information.

ARTICLE 4. PARTNER RESPONSIBILITIES

1. Partners, at their own expense, are obliged to promote AdFlex's products/services in accordance with the agreed scope of cooperation. The Partner warrants that the advertisements used by the Partner are not deceptive, customary or illegal, and do not violate published AdFlex policies.
2. The partner shall coordinate in collating, confirming data and making payments as prescribed in these General Terms on the basis of data exported from AdFlex's system.
3. The Partner shall not use prohibited forms of advertising, advertising materials that violate the Law on Intellectual Property or illegally use images, sounds or advertising materials of any other third party.
4. The Partner shall keep confidential the information related to the Account created.
5. The Partner understands and agrees that during operation, there are times when the AdFlex.vn system may not be accessible, or not function properly due to causes, including but not limited to: (i) system failure; or (ii) routine maintenance; or (iii) events beyond AdFlex's control that cannot be foreseen such as widespread cyber incidents, hackers, etc. The Partner then agrees not to have any claims or pursue litigation against AdFlex.
6. The Partner commits that the Partner's media, such as Website, Fanpage, Blog ... (i) not violate or contain content that violates laws, customs, fine customs, violence, or makes a bad impression on users; (ii) stable operation, meeting technical requirements; (iii) have the ability to connect to the AdFlex.vn system and display advertising content; (iv) does not contain directly or indirectly harmful sources such as viruses, spam, etc. affecting AdFlex's systems and users.
7. The Partner does not arbitrarily modify promotional materials without AdFlex's consent. AdFlex is exempt from any related obligations where any claim, suit, or dispute arises from a third party due to the Partner's breach of the content contained in this article.
8. The Partner undertakes not to commit any fraudulent acts in order to receive revenue recognition during operation. AdFlex reserves the right to store the entire history of the Partner's activities and perform periodic inspections and reviews. In case of detecting violations, AdFlex reserves the right to take fraudulent measures as stipulated in Article 5 below.

ARTICLE 5. FRAUDULENT HANDLING

1. Forms of fraud

Deliberate use of unauthorized tools, or violation of AdFlex rules for the purpose of revenue recognition or unauthorized interference with AdFlex's systems is considered fraud.

Fraud includes but is not limited to the following:

- Use virtual devices to get revenue recognition;

- Affecting the AdFlex.vn system, producing results that end users do not expect; or cause data discrepancies;

Additional application to CPO advertising:

- Create virtual orders by self-ordering, self-confirming and not receiving goods when delivered;

- The return rate is over 40%.

2. Fraudulent handling

In case AdFlex detects fraud from the Partner, AdFlex reserves the right to:

- Discontinuation;

- Non-recognition of revenue, revenue penalty and Account lockout.

- Claim compensation when damage to the system occurs.

ARTICLE 6. RECONCILIATION AND PAYMENT

1. For Individual Partners

1. Reconciliation

AdFlex provides an online reporting system for Partners on the http://pub.adflex.vn site.

Through the Registered Account, the Partner directly tracks the amount recorded on all forms of advertising

2. Payment Time

For CPO, AdFlex pays Partners according to Net 7*:

REVENUE RECEIVED BY PARTNERS = WEEKLY REVENUE + PREVIOUS REVENUE

In which:

- WEEKLY REVENUE = Revenue generated from Monday to Sunday last week has been approved and confirmed by the Advertiser

- PREVIOUS REVENUE = Pending past revenues confirmed by the advertiser in the last week.

- The minimum turnover of each payment period must be at least VND 1,000,000 (for CPO form) and VND 200,000 (for other forms) before tax.

For other forms, AdFlex will pay the Partner monthly.

To ensure payment time, AdFlex recommends that the Partner use a bank account in the same system as AdFlex's bank, which is Bank for Foreign Trade of Vietnam – Vietcombank. AdFlex is not responsible for late payments caused by other accounts' systems.

3. Tax regulations

AdFlex makes a 10% deduction from the total paid revenue of the Partner in accordance with the Law.

2. For Partners being Organizations/Enterprises

1. Reconciliation

AdFlex provides an online reporting system for Partners on the http://pub.adflex.vn site and pays according to Net 7* for CPO. In other forms, AdFlex will pay monthly.

If a Partner does not need to receive weekly payments, AdFlex will have the flexibility to ensure that the Partner will receive a single payment once on a fixed Friday of the month.

The reconciliation time will be as agreed upon in the contract.

2. Payment Time

AdFlex shall pay the Partner at fixed monthly intervals as agreed upon signing the contract.

To ensure payment time, AdFlex recommends that the Partner use a bank account in the same system as AdFlex's bank, which is Bank for Foreign Trade of Vietnam – Vietcombank. AdFlex is not responsible for late payments caused by other accounts.

3. When making payment, the Partner is responsible for sending AdFlex the following documents (if any):

- Minutes of acceptance / Minutes of revenue certification;

- The value-added invoice corresponds to the total amount AdFlex has to pay.

ARTICLE 7. CONFIDENTIALITY, NON-COMPETITION AND OTHER REGULATIONS

1. In the course of cooperation, the Partner acknowledges that the Partner has access to AdFlex's Confidential Information, so the Partner has an obligation to respect and use the information properly.
2. The Partner agrees and acknowledges that the Partner will not use AdFlex Confidential Information for profit and keeps it confidential at all times. The Partner shall not use, disclose, publish, transmit or otherwise provide information to any third party in any manner other than for the purpose of cooperation between the Parties.
3. The provisions of this Article also apply to all individuals who have rights and obligations related to the implementation of the scope of cooperation, including managers, mentors, related Partner departments and personnel directly performing the work.

ARTICLE 8. DISCLAIMER

Under no circumstances shall AdFlex be responsible for any claims or claims of any third party related to the Partner's activities in the course of conducting advertising activities. Obligations incurred to third parties in connection with the Partner's activities are the sole responsibility of the Partner.

ARTICLE 9. TERMINATION OF COOPERATION

Cooperation between the Parties shall terminate in the following cases:

1. The Parties agree to terminate cooperation;
2. A Party is dissolved or goes bankrupt;
3. Force majeure circumstances result in a Party not being able to continue to perform its obligations for a continuous period of 03 months despite trying as much as possible to remedy it;
4. If the Partner violates the provisions of the General Terms and fails to complete the correction and remedy of the violation within the time limit notified by AdFlex to the Partner. In this case, the Partner shall compensate AdFlex for all actual and direct damages.

ARTICLE 10. MISCELLANEOUS

1. The provisions of these General Terms are governed by the laws of Vietnam.
2. All disputes arising in the course of cooperation shall first be resolved through negotiation between the Parties. If the settlement is not achieved by negotiation or conciliation, a Party has the right to bring the dispute to a competent court in Vietnam.
3. This General Clause shall remain valid in the event that one of the Parties has a change in personnel or management structure (division, separation, consolidation, merger, transformation).
4. AdFlex reserves the right, at its sole discretion, to amend and supplement these General Terms in accordance with the business situation and current laws.