Affiliate terms
AFFILIATE COOPERATION AGREEMENT - EBILA.AI
1. INFORMATION ABOUT Ebila.AI/VINMOC GROUP JOINT STOCK COMPANY (Abbreviated as VINMOC)
- Ebila.AI is the publishing channel for Services/Products… under VINMOC GROUP JOINT STOCK COMPANY
- All Services/Products published on Ebila.AI are built from the personal experiences of Speakers/Experts. VINMOC has full copyright authority and the authors’ consent for these publications.
- These experiences belong to individuals and yield results for the individual Speaker/Expert; this does not guarantee the same results for customers purchasing and using Services/Products on Ebila.AI because results depend on many factors beyond just the content of the Services/Products here. Therefore, always read the Terms and Conditions carefully before taking action.
2. DEFINITIONS
- "Affiliate marketing" is a channel where Party A’s (Ebila.AI under VINMOC) products and Party B’s (individual affiliates) promote products to customers.
- Affiliate Program with Ebila.AI (Short: Ebila): A program to promote Ebila’s products and services through Collaborators (CTV). CTVs act as intermediaries introducing potential buyers to Ebila. CTVs receive commissions from Ebila per campaign.
- CTV: An individual capable of distributing and promoting Ebila’s products/services to customers through their media such as Web, Blog, Landing page, Facebook…
- Link: A unique URL to Ebila provided when the CTV joins this affiliate campaign, to be used on their media channels to identify the CTV’s referrals.
- Ebila.AI page: The online system provided by VINMOC GROUP JOINT STOCK COMPANY where CTVs in the Ebila Affiliate program can view statistics and financial information. Through Ebila, CTVs can review information about Services/Products and their commissions.
- Click: When the user clicks the button to register as an Affiliate and goes to their link on the system and to Ebila.
- When a CTV clicks to join the affiliate chain and has a unique link on Ebila.AI, we (Ebila.AI and VINMOC GROUP JOINT STOCK COMPANY) understand the CTV has read, fully understood, and voluntarily agreed and committed to the Terms and Conditions set by us and posted on Ebila.
- Campaign: Advertising initiatives by the CTV on their linked platforms to increase sales effectiveness, referrals, and purchase actions.
- Social network: An information system providing services for users to store, provide, use, search, share, and exchange information, including personal pages, forums, online chat, sharing audio/video, and similar services. Social networks include but are not limited to Facebook, YouTube, WeChat….
- Cookie retention time: Within the cookie retention period from the last Click date, if the Customer returns to Ebila and purchases, the Customer will be attributed to the CTV. Cookie retention time is 30 days.
- Last click rule: if an Internet user has a successful order from an ad source posted by the CTV from a third-party site also providing services for Ebila.AI and similar to the CTV’s, the successful order is attributed to the site where the user made the last click immediately before ordering on Ebila.
- If the Internet user is redirected to Ebila from the CTV’s system and then later returns to Ebila through Ebila’s other promotional systems and completes a successful order, it will not be attributed to the CTV.
- Order limit rule: if a Customer has a successful order from the CTV’s ad source and then places additional orders during the cookie retention period, subsequent orders will be attributed to the CTV.
- Respect-for-experience principle: Services/products provided by Ebila.AI are formed and built from the experience of Speakers we hire to build Services/Products. Therefore, we establish a principle of respecting experience, presented as consultation and advice on mindset and market perspectives for customers who wish to understand it.
3. COOPERATION TERMS
3.1. Scope of cooperation
- When a CTV clicks the button to create their unique link for the affiliate system, we understand the CTV has read, understood, voluntarily registered, and committed to this Terms and Conditions as a legal bond throughout the cooperation between Ebila.AI and the CTV.
- CTV has full control to establish their media ecosystem including but not limited to websites, Facebook, etc., and to operate, support, and handle customer requests after purchase.
- CTV posts articles, shares online, speaks online, meets in person, etc., to share information with Customers about the Services/Products as listed.
- VINMOC has the right to use CTV’s product reviews (articles, videos, images) under this cooperation to post on other social networks it owns.
3.2. Responsibilities and rights of Ebila.AI under Vinmoc
- Ensure legal compliance of the product/service publication page. Ensure brand identity and intellectual property of its Services/Products.
- Coordinate and support (if any) the CTV to run promotional campaigns, introduce Ebila and its products/services to Customers. Provide images, videos, trailers… for the CTV to use for promotion.
- Ebila updates new policies in the Terms and Conditions for changes in cooperation with CTV 5–10 days before they take effect. We will update via the email used to register the CTV link.
- Provide full statistics and detailed order reconciliation on the 30th of each month (if the month has no 30th, the settlement date is the last day of the month).
- Ensure purchase conditions and services for Customers of the CTV’s successful orders within our capacity and responsibility. Ebila is responsible for product consultation and addressing inquiries from the CTV and their Customers.
- Ensure stable and accurate technical infrastructure and take responsibility for security and capacity. In cases of upgrades or maintenance, notify the CTV at least 01 day in advance.
- Notify in a timely manner and coordinate with the CTV to resolve technical errors related to member registration, lost orders on the system, and errors during use of Ebila’s Services/Products.
- Ebila must not commit fraud or use technical/business measures that result in the CTV losing orders or commission rates.
- Pay commissions to the CTV on schedule. No complaints related to commission payments will be handled after Ebila has completed payment as agreed by both parties.
- Withhold personal income tax and declare/pay on behalf of the CTV as required by law (if any and per current Vietnamese tax regulations).
- Be exempt from all legal and economic liabilities in case of any dispute/claim regarding services provided by the CTV.
- Have the right to immediately disable the CTV’s link without notice when detecting signs of fraud, law violations, or abuse of Ebila.AI and VINMOC GROUP’s brand and image for profiteering, defamation, or causing reputational damage to Ebila.AI or any third party.
3.3. Responsibilities and rights of the CTV
- Promote Ebila and Services/Products on Ebila.AI via the CTV’s/partners’ media platforms to deliver high business efficiency for Ebila.AI.
- Coordinate monthly to reconcile, confirm figures, and carry out payments per this Terms and Conditions policy.
- Ensure effective and accurate advertising methods that do not cause discomfort, and protect Ebila’s brand quality; Do not promote via spam or fraud such as hacking, cheating… Do not promote on illegal channels, those contrary to social norms, disputed channels, and/or forms not permitted or unclear under the law.
- Ensure the service quality for Ebila’s Services/Products does not violate intellectual property regulations or cause disputes/claims with third parties/customers; fully comply with legal regulations.
- Upon termination of this cooperation, without being requested, immediately close the account/link and stop promoting Ebila’s Services/Products.
- Have the right to request Ebila to provide media campaigns to promote Ebila’s Services/Products.
- Be entitled to commission from affiliate distribution of products/services per the rates in these Terms and Conditions.
3.4. Commission policy
After a valid Transaction is made through the CTV’s affiliate link, Ebila will pay commission per the rate specified in the CTV’s personal account/affiliate link (See https://ebila.ai/affiliate). Commission rates are updated by Ebila from time to time.
A valid transaction includes:
+ Redirected from the CTV’s affiliate URL/link.
+ Successfully paid and activated.
+ No disputes arise within 20 days from the activation date.
- The CTV agrees that Ebila may adjust/change commission rates from time to time by notifying via the CTV’s Email and directly on the CTV’s Affiliate link, with changes effective after 5–10 days.
To avoid misunderstandings, Ebila will not make any payments and reserves the right to offset and/or recover amounts already paid in the following cases:
+ Fraudulent transactions: Transactions deemed fraudulent by Ebila, identified manually or by automated fraud checking tools used by Ebila.
+ Using false imagery and media to promote unrealizable results of Services/Products to mislead Customers.
+ Enticing Customers with unverified and unofficial information not from VINMOC.
- Commission payments include applicable taxes, fees, and charges (if any). Ebila will withhold personal income tax as required. Therefore, payments to CTVs are net of personal income tax (10% or 20% depending on specific cases and subject to change per applicable laws). The CTV is responsible for providing and confirming their personal tax code to Ebila when requesting payment and authorizes VINMOC to withhold and remit personal income tax on their behalf.
3.5. Indemnification
If either Party breaches any obligation agreed in these Terms and Conditions not due to Force Majeure, the breaching Party shall compensate the non-breaching Party as follows:
CTV’s indemnification responsibility:
+ The CTV will indemnify and hold Ebila harmless against claims, damages, liabilities, losses, costs, and expenses (including reasonable costs, legal fees, and other expenses if any) arising from or resulting from the CTV’s breach of Ebila’s Terms or negligence/willful misconduct during participation in the cooperation program.
+ If VINMOC is sued by an individual or a third party because the CTV violated their obligations or caused information-related issues per Ebila’s Terms or any violation related to the placement of the affiliate link, the CTV shall indemnify Ebila for all claims from individuals/third parties arising from such violations. If Ebila requests the CTV to provide information or explanations for the purpose of protecting Ebila under the law, the CTV must provide such content as soon as possible and in any case within three (3) days, and shall, at Ebila’s reasonable request, support Ebila in protecting Ebila’s interests per Vietnamese law.
Ebila’s responsibility
+ In case of a violation seriously affecting cooperation, Ebila’s liability shall not exceed the amount of commission paid to the CTV under this agreement in the three months immediately preceding the event giving rise to the claim.
+ In any case, Ebila shall not be liable for special, incidental, or punitive damages arising from or related to these Affiliate Terms, even if Ebila has been advised of the possibility of such damages. In all cases, the total amount Ebila owes the CTV related to this Program shall not exceed the amount stated above.
+ Notwithstanding any term in Ebila’s Terms, in case of an incident (not caused by the CTV) leading to errors or inaccuracies in statistics and reports, Ebila may, but is not obligated to, compensate the CTV. The amount and method of compensation will be agreed by both parties via email or in-person and decided by Ebila.
3.6. Prohibited actions
- Deceptive or forced access or automatically collecting user information when users access a page without consent or awareness.
- Impersonating the provider or providing false information to reach users.
- Actions harmful to participants in the Ebila system.
- Using Ebila’s links to deceive Customers for purposes other than legitimate transactions.
- Advertising on channels with harmful, unethical, or illegal content; distributing incomplete, outdated, or incorrect information about Ebila’s products/services.
- Using or registering any trademarks or trade names confusingly similar to Ebila or any other provider.
- Bidding on brand keywords or using intentionally misspelled brand keywords to cause confusion.
- Not promoting or propagating false claims about Ebila.AI’s Services/Products or Speakers/Experts. Do not use misleading images to exploit trust and induce purchases.
- All images of results derived from knowledge and experience forming the Services/Products on Ebila.AI are the personal property of Speakers/Experts and of VINMOC. Therefore, these images, before being used in media and promotion, require our permission via direct channels with the CTV such as Email, Zalo… from Ebila.AI’s hotline.
4. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
Ebila’s confidential information includes but is not limited to:
- Any strategy, campaign, marketing plan, financial information or projects, operations, sales, estimates, and business plans related to past, present, or future business;
- Any past or present performance results, including orders and quantities;
- Any expansion plans and strategies;
- Any products or services, customers; and
- Any concepts, reports, data, know-how, work-in-progress, designs, development tools, specifications, computer software, source code, object code, diagrams, databases, inventions, information, and trade secrets.
5. AMENDMENT AND TERMINATION
- This agreement and its appendices may be amended by written agreement and addenda.
- At any time, Ebila.AI may amend, supplement, and adjust the terms in this affiliate agreement. Independent of other agreements between Ebila and the CTV, any changes will be notified to the CTV or added directly on Ebila.AI or via Email and take effect five (5) days from notification. The CTV agrees that you are responsible for accessing, reviewing, and approving these changes from time to time. Continued participation after changes take effect is deemed acceptance of such changes. If the CTV does not agree, the CTV may terminate participation within five (5) days from Ebila’s notification and/or publication of such changes.
The affiliate program will terminate in the following cases:
+ Both parties notify each other to terminate this cooperation; in such case, both parties will notify each other of pending matters such as: commission payment at the time of termination (if any), deposits…
+ Either party dissolves or suspends operations; in this case, the affiliate program will end by methods agreed by both parties and/or in accordance with applicable laws.
+ Force majeure events beyond both parties’ control causing either party to be unable to continue performing their obligations despite best efforts to remedy.
6. FORCE MAJEURE
- If either Party cannot fully or partially perform its obligations under this agreement due to Force Majeure—objective events unforeseeable and unresolvable despite necessary measures within capability, including but not limited to natural disasters, fires, floods, earthquakes, accidents, catastrophes, epidemics… per State regulations—the parties must notify each other in writing of the non-performance due to Force Majeure and within 15 days from the event must email each other directly.
- Each party is responsible for all taxes and fees payable to the State as prescribed by law.
- For direct taxes borne by the CTV, Ebila has the right to deduct and retain the corresponding tax portion before making service payments to the CTV based on this agreement; taxes and fees deducted and retained will be remitted to the tax authority.
7. EFFECTIVENESS OF THE AGREEMENT
- These Terms and Conditions take effect immediately when the CTV clicks to join as a CTV on our Ebila.AI page.
- Both parties agree to implement this agreement on the basis of cooperation and negotiation. If disputes cannot be resolved by negotiation, they will be settled by a competent Court.
VINMOC GROUP