Terms of Service

(Effective from …………)

ARTICLE 1. INFORMATION OF THE PARTIES

(1) Service Provider:
[Name], [Enterprise Registration Number], [date of incorporation, issuing authority, address]

(hereinafter referred to as “Meow Meow”)

(2) Service User:
An individual satisfying all conditions under this Terms of use agreement (“Agreement”), registering an account and using the Services provided by Meow Meow.

(hereinafter referred to as the “User”)

ARTICLE 2. DEFINITIONS AND INTERPRETATION

In this Agreement, the following terms shall have the meanings set out below unless otherwise specifically defined:

1. “Platform” means the e-commerce trading platform developed by ______ Company Limited under the domain name _______ and the Meow Meow application on iOS and Android, used to conduct the entire process of purchasing and selling Products, owned and operated by _____ Company Limited.

2. “Company” or “Meow Meow” means _____ Company Limited established and operating under Enterprise Registration Certificate No. _______ issued by ________, first registered on _________.

3. “Services” means the services provided by Meow Meow to Users through the Platform, including:
(a) providing technology infrastructure for Sellers to post and introduce Products and for Buyers to search, select and enter into transactions. Meow Meow only acts as an intermediary connecting parties and does not directly buy or sell Products nor become a party to any transaction on the Meow Meow E-commerce Platform;
(b) Buyer Protection Services applied to each transaction to ensure secure payment and allow Buyers to obtain refunds in the event Products are lost, damaged or materially inconsistent with the description, with support from Meow Meow customer service;
(c) other optional services announced by Meow Meow from time to time.

4. “Account” means the set of information registered and established by the User and approved by Meow Meow for access to and use of Services on the Platform.

5. “User” means individuals who:
(a) are at least 18 years old;
(b) have an Account on the Platform;
(c) use the Services solely for personal and non-commercial purposes;
(d) have full civil legal capacity and authority to conduct transactions on the Platform.

Users may simultaneously participate as Sellers and/or Buyers.

6. “Seller” means a User posting goods, products or items for sale on the Platform.

7. “Buyer” means a User who may view, search for and purchase Products on the Platform.

8. “Meow Meow Providers” means third-party organizations or individuals providing services supporting the operation of the Platform.

9. “Transaction” means a purchase and sale transaction established between Buyer and Seller through the Platform.

10. “Product” means property lawfully owned by non-business organizations or individuals and posted on the Platform.

11. “Product Rules” means the rules issued by Meow Meow regarding posting, management and trading of Products.

12. “Regulations” means the operating regulations of the e-commerce platform publicly displayed on the Platform.

13. “User Content” means all information, images, descriptions, data, reviews or other content uploaded or submitted by Users.

14. “E-commerce Platform Management Board” means the department established and managed by Meow Meow to operate and supervise the Platform.

ARTICLE 3. EFFECTIVENESS

3.1. This Agreement takes effect from the time the User electronically accepts the Agreement on the Platform.

ARTICLE 4. REGISTRATION, ESTABLISHMENT AND MANAGEMENT OF ACCOUNTS

4.1. To use the Services, Users must register and establish one (01) Account in accordance with the Regulations.

4.2. Users are responsible for providing complete, truthful and accurate information when registering an Account.

4.3. Each User may only register and use one (01) Account unless otherwise approved in writing by Meow Meow.

4.4. Users are responsible for maintaining confidentiality of login credentials and authentication information.

ARTICLE 5. VERIFICATION, REVIEW AND UPDATE OF INFORMATION

5.1. During registration and use of the Services, Meow Meow may require Users to complete verification measures, including:
(a) verification of email address, telephone number or payment methods;
(b) provision of additional information or documents;
(c) updating or correcting Account information.

5.2. Users must cooperate fully and promptly with verification procedures.

5.3. Users are responsible for updating Account information when changes occur.

ARTICLE 6. RIGHTS AND OBLIGATIONS OF USERS

6.1. General rights and obligations of Users:
(a) use the Services in accordance with this Agreement and the Regulations;
(b) post Products and participate in Transactions as Sellers and/or Buyers;
(c) receive support and responses from Meow Meow;
(d) comply with this Agreement, the Regulations and applicable laws;
(e) pay Service Fees;
(f) provide truthful and lawful information;
(g) be responsible for User Content;
(h) not use the Platform for unlawful or fraudulent purposes;
(i) notify Meow Meow of unauthorized access to Accounts;
(j) perform other obligations under this Agreement and law.

6.2. Rights and obligations of Sellers:
(a) post and sell Products on the Platform;
(b) provide accurate and complete Product information;
(c) ensure lawful ownership of Products;
(d) be responsible for legality of Products and fulfillment of obligations;
(e) comply with e-commerce, advertising, intellectual property and consumer protection laws;
(f) not post prohibited Products;
(g) cooperate in handling complaints and disputes;
(h) perform other obligations under this Agreement and law.

6.3. Rights and obligations of Buyers:
(a) search, select and purchase Products;
(b) request Product information from Sellers;
(c) enjoy Buyer protection mechanisms;
(d) inspect Products and provide feedback;
(e) not abuse complaint or refund mechanisms;
(f) perform other obligations under this Agreement and law.

ARTICLE 7. RIGHTS AND OBLIGATIONS OF MEOW MEOW

7.1. Rights of Meow Meow:
(a) establish and manage the E-commerce Platform Management Board;
(b) operate and determine operation methods of the Platform;
(c) amend this Agreement, the Regulations and related policies;
(d) request Users to provide information and conduct verification;
(e) apply measures against violating Accounts, User Content or Products;
(f) establish monitoring mechanisms;
(g) store User registration information;
(h) establish mechanisms for Transactions;
(i) apply technical measures for information security;
(j) retain Transaction information;
(k) suspend or terminate Services when necessary;
(l) refuse Services to ineligible Users;
(m) collect Service Fees;
(n) exercise other lawful rights.

7.2. Obligations of Meow Meow:
(a) provide Services as announced;
(b) maintain technical infrastructure;
(c) publicly disclose mandatory information;
(d) receive and process complaints;
(e) support Users in dispute resolution;
(f) protect Users’ personal information;
(g) cooperate with competent authorities;
(h) provide information to competent authorities where required;
(i) receive and resolve disputes;
(j) publicly disclose dispute resolution mechanisms;
(k) perform other obligations under law.

ARTICLE 8. PROHIBITED ACTS

8.1. Users must not:
(a) use the Platform for illegal purposes;
(b) post unlawful User Content;
(c) use bots or automated tools to interfere with the Platform;
(d) conduct unauthorized technical interference;
(e) impersonate others or create dishonest Accounts;
(f) copy or commercially exploit Platform content without approval;
(g) advertise unauthorized services;
(h) manipulate Product rankings;
(i) unlawfully collect User information;
(j) upload content promoting terrorism, discrimination, exploitation or other unlawful activities;
(k) engage in other prohibited conduct.

ARTICLE 9. SERVICE FEES AND PAYMENT

9.1. Service Fees:
(a) Users must pay service fees including:
(i) mandatory Buyer Protection Service Fees;
(ii) optional service fees.
(b) Buyers are responsible for payment of Service Fees unless otherwise specified.
(c) Fee schedules and methods are publicly announced.
(d) Service Fees are generally non-refundable except under Buyer protection policies.

9.2. Payment:
(a) Payments may be made through:
(i) e-wallets or payment accounts;
(ii) payment cards or other electronic methods.
(b) Payments are processed through Meow Meow Providers.
(c) Users warrant lawful use of payment methods.

ARTICLE 10. TAXES AND INVOICES

10.1. Sellers acknowledge that:
(a) Products sold are personal property and non-commercial;
(b) if Sellers are determined to conduct business activities, tax obligations shall apply.

10.2. Taxes on Seller proceeds:
(a) VAT:
Products sold by non-business individuals are generally exempt from VAT under applicable law.

(b) Personal Income Tax:
Meow Meow may withhold and remit personal income tax arising from Transactions in accordance with law.

10.3. Taxes and invoices for Service Fees:
(a) Service Fees include VAT;
(b) Meow Meow issues electronic invoices;
(c) Buyers may request electronic invoices.

ARTICLE 11. LIMITATION OF LIABILITY

11.1. Limitation as service provider:
(a) Meow Meow acts solely as an intermediary platform;
(b) Meow Meow is not responsible for Product quality, legality or disputes between Users.

11.2. Limitation relating to User Content:
Users are solely responsible for User Content.

11.3. Limitation relating to Providers:
Meow Meow is not liable for failures or interruptions caused by third-party providers.

11.4. Limitation relating to service interruption:
Meow Meow does not guarantee uninterrupted Services.

11.5. Limitation relating to taxes:
Meow Meow is not liable for tax penalties caused by inaccurate User information.

11.6. Limitation on damages:
Total liability of Meow Meow shall not exceed the total Service Fees actually received from the relevant User within thirty (30) days preceding the damaging event.

ARTICLE 12. INDEMNITY

12.1. Users agree to indemnify and hold harmless Meow Meow against claims, losses, liabilities and expenses arising from:
(a) breach of this Agreement;
(b) User Content;
(c) Transactions;
(d) legal violations;
(e) unauthorized use of the Platform.

12.2. Indemnity obligations survive termination of this Agreement.

ARTICLE 13. SUSPENSION, TERMINATION OF SERVICES AND LEGAL CONSEQUENCES

13.1. Meow Meow may suspend Services where:
(a) Users violate this Agreement;
(b) Users provide inaccurate information;
(c) disputes or risks arise;
(d) competent authorities request suspension;
(e) technical or security reasons require suspension.

13.2. Meow Meow may terminate this Agreement where:
(a) Users seriously or repeatedly violate this Agreement;
(b) unlawful or fraudulent activities occur;
(c) Users threaten lawful interests of Meow Meow or others;
(d) required by law or authorities;
(e) other circumstances under this Agreement.

13.3. Users may terminate use of Services after completing Transactions and obligations.

13.4. Following suspension or termination:
(a) Users may no longer use Services;
(b) Products or User Content may be removed;
(c) payments and tax obligations remain enforceable;
(d) accrued obligations survive termination;
(e) certain provisions survive termination.

ARTICLE 14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. This Agreement is governed by the laws of Vietnam.

14.2. Disputes shall first be resolved through negotiation and mediation. Failing resolution, disputes shall be settled by arbitration at the Vietnam International Arbitration Centre (VIAC) in Hanoi, Vietnam, before one arbitrator, in Vietnamese language. The arbitral award shall be final and binding.

ARTICLE 15. GENERAL PROVISIONS

15.1. Assignment:
Meow Meow may assign rights and obligations without prior User consent provided lawful interests are not adversely affected.

15.2. Amendments:
Meow Meow may amend this Agreement from time to time and publish amendments on the Platform.

15.3. Force Majeure:
Force majeure includes natural disasters, epidemics, wars, technical failures and similar events beyond reasonable control.

15.4. Severability:
Invalid provisions shall not affect validity of remaining provisions.

15.5. Entire Agreement:
This Agreement together with the Regulations and policies constitutes the entire agreement between the parties.

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