Term of Service

Thank you for selecting BanhJi platform designed and offered by BanhJi FinTech Co., Ltd and/or its subsidiaries and affiliates (referred to as "BanhJi", "we", "our", or "us"). IT IS IMPORTANT THAT YOU READ THIS TERMS OF SERVICE (THIS “AGREEMENT”) CAREFULLY. This agreement contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between BanhJi and you or the entity you represent (“you”). This Agreement takes effect when you click a “Signup” or “Sign in” button. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have the legal authority to bind that entity. If you do not agree to this Agreement, then you may not use the Services.

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We will not, without your permission, sell, publish, or share information you entrust to us that identifies you or any person.

What Type of Information We Collect

• Personal information such as your name, delivery/billing address, e-mail, and phone when you interact with us for service, support, registration, and payment;
• Your username and password to allow access to our products and services
• Customer data or customer company data which you store and use with us
• Information about your system as it interacts with us such as your IP address and browser information; and
• User feedback, community discussions, chats, and other interactions at our sites.

What We Do With Your Information

As a steward of your information, we will:

• Use your information to operate our business and to help us improve your experience with our products;
• Tell you about the products and services that are available to you;
• Give you choices about our use of information that identifies you;
• Give open and clear explanations about how we use information;
• Publish or share combined information from many users, but only in a way that would not allow you or any person to be identified; and
• Train our employees about how to keep information safe and secure, and educate you about how to keep your information safe and secure.

Security of your Information Your Username and Password

• We use accepted best methods to protect your information. We review our security procedures carefully;
• We comply with applicable laws and security standards; and
• Our staff is trained and required to safeguard your information.

1. YOUR RIGHTS TO USE THE SERVICES

   1. Generally

      This Agreement describes the terms governing your use of the BanhJi Platform provided to you on this website, including content, updates, and new releases, (collectively, the “Services”). The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by BanhJi. BanhJi reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, BanhJi grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services. You will adhere to all laws, rules, and regulations applicable to your use of the Service Offerings.

   2. Your Account

      a) To access the Services, you must create a BanhJi account associated with a valid e-mail address. Unless explicitly permitted by the Service Terms, you may only create one account per email address. You acknowledge and agree that in order to provide you with access to and use of the Services, BanhJi may provide your access information and account data to (i) your employee or third parties (including your contractors or agents). Any other person You identified as an authorized user of the Services will have access to the account data subject to the access permissions you or the system administrator assigned to them. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees, or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen.

      b) BanhJi shall have the right, in its sole discretion and with reasonable notice posted on the Service site and/or sent to you at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the Service and establish or change limits concerning use of the Service, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the Service at any time, and (ii) the number of times (and the maximum duration for which) you may access the Service in a given period of time. BanhJi reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing the use of the Service to which such changes relate. Your continued use of the Service will constitute your acceptance of and agreement to such changes. BanhJi may, from time to time, perform maintenance upon the Service resulting in interrupted service, delays, or errors in the Service. BanhJi will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

   3. Support to You

      If you would like support for the Services other than the support we generally provide to other users of the Services without charge, you may enroll for customer support in accordance with the terms of the BanhJi Support Guidelines.

   4. Third-Party Content and Services

      Third-Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk.

      BanhJi may tell you about third party products or services, including via the Service. Third-Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk. You agree that the third parties, and not BanhJi, are solely responsible for the Third Party Product's performance (including technical support), the content on their websites, and their use or disclosure of your data. BanhJi will not be liable for any damages, claims, or liabilities arising from the third parties, Third Party Products, or Third Party Sites.

2. Changes

   1. To Agreement

      We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means.

   2. To the Service Offerings

      The Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Services. We may change, discontinue, or deprecate any of the Service Offerings (including the Service Offerings as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood, and agree to the most recent terms available on the Website.

   3. To the APIs

      We may change, discontinue or deprecate any APIs for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).

3. Your Responsibilities

   1. Your Content

      a) You are solely responsible for the development, content, operation, maintenance, and use of Your Content. You grant BanhJi a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information, and disclosures. BanhJi is not responsible for the Content or data you submit through the Services.

      b) You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

      • Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
      • Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
      • Except as permitted by BanhJi in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
      • Virus, trojan horse, worm or other disruptive or harmful software or data; and
      • Any information, software, or Content that is not legally yours and without permission from the copyright owner or intellectual property rights owner.

      c) BanhJi may freely use the feedback you provide. You agree that BanhJi may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant BanhJi a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty-free license to use the feedback you provide to BanhJi in any way.

      d) BanhJi may monitor your Content. BanhJi may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect BanhJi or its customers, or operate the Services properly. BanhJi, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

   2. Your Personal Information

      You can view BanhJi’s Privacy Policy provided with the Services and on the website for the Services. You agree to the applicable BanhJi Privacy Policy, and any changes published by BanhJi. You agree that BanhJi may use and maintain your data according to the BanhJi Privacy Policy, as part of the Services. You give BanhJi permission to combine information you enter or upload for the Services with that of other users of the Services and/or other BanhJi services.

4. Fees and Payment

   1. Service Fees

      For Services offered on a payment or subscription basis, the following terms apply, unless BanhJi or its vendor(s) notifies you otherwise in writing. We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Service Offerings as described on the BanhJi Site using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff or counterclaim and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the BanhJi Site unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 30 days’ advance notice. We may charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.

   2. Taxes

      All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT, GST, and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

5. Disclaimer of Warranties

   YOUR USE OF THE SERVICES AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BANHJI, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. BANHJI AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT, OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

   BANHJI, ITS AFFILIATES, AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF THE KINGDOM OF CAMBODIA AND FOR THE AVOIDANCE OF DOUBT BANHJI DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.

6. Limitation of liability and indemnity

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF BANHJI, ITS AFFILIATES, AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, BANHJI, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET BANHJI SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF BANHJI AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF BANHJI, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

   You agree to indemnify and hold BanhJi and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). BanhJi reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by BanhJi in the defense of any Claims.

7. Additional Terms

   1. Social Media Sites

      BanhJi may provide experiences on social media platforms such as Facebook®, Twitter® and LinkedIn® that enable online sharing and collaboration among anyone who has registered to use them. Any content you post, such as pictures, information, opinions, or any Personal Information that you make available to other participants on these social platforms, is subject to the Terms of Use and Privacy Policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.

   2. Beta Features

      From time to time, BanhJi may, at its sole discretion, include new and/or updated beta features ("Beta Features") in the Service for your use and which permit you to provide feedback. You understand and agree that your use of the Beta Features is voluntary and BanhJi is not obligated to provide you with any Beta Features. The Beta Features are provided on an "as is" basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.

   3. Communications

      BanhJi may be required by law to send you communications about the Services or Third Party Products. You agree that BanhJi may send these communications to you via email or by posting them on our websites.

   4. Force Majeure

      We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

   5. Independent Contractors; Non-Exclusive Rights

      We and you are independent contractors, and neither party nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for its products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

   6. Language

      All communications and notices to be made or given pursuant to this Agreement must be in the English language.

   7. No Waivers

      The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

   8. Severability

      If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

   9. Governing Law

      This Agreement will be governed by the laws of the Government of Cambodia, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of BanhJi’s or its Suppliers’ intellectual property rights may cause BanhJi irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that BanhJi shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect BanhJi’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales and you agree that you will procure that any third party making a claim against BanhJi arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.

      BanhJi does not represent that the Services and/or content within the Services are appropriate or available for use in all jurisdictions or countries. BanhJi prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.

   10. Disputes

       Any dispute or claim relating in any way to your use of the Service Offerings, or any products or services sold or distributed by BanhJi will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would.

   11. Termination

       BanhJi may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination, you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect BanhJi's rights to any payments due to it.

These Terms were last updated on 22/02/2023.