Terms of condition
The Website is owned by Wiziin Inc., a company incorporated under the laws of The Socialist Republic of Vietnam. The Website is owned and operated by Wiziin Inc. with its related company Wiziin Inc. (“Wiziin”, “we”, “us”).
Wiziin Inc. is regulated by the State Bank of Vietnam as the holder of a capital markets services license for dealing insecurities with accredited and institutional investors only. Wiziin Inc. is also regulated as an exempt financial advisor in relation to securities and collective investment securities in Vietnam.
Wiziin Inc. is not licensed or regulated by the State Bank of Vietnam and does not and will not perform any regulated activities under all applicable laws of Vietnam including dealing in securities, providing financial advice, or advising on corporate finance. Wiziin Inc. operates the Investment-based crowdfunding platform (as defined below).
Wiziin reserves the right to refuse access to or use of the Website or Services to anyone and to reject, cancel, interrupt, remove, or suspend any campaign, contribution, or Services, or access to or use of the same generally, at any time and without notice for any reason without liability.
This Website and the Services are not directed at or intended for distribution to or use by any individual or entity who is a citizen or resident of (or located or established in) any jurisdiction where the access to or use of the Website or Services would be contrary to applicable law or regulation or would subject Wiziin to any registration or licensing requirement in such jurisdiction. Your ability to access the Website or services is not, and shall not be construed as, any act or omission that would contravene such law or regulation; a representation that such registration or license has been obtained; or attempt to circumvent any registration or licensing requirement by Wiziin. Persons who wish to access this Website are required by Wiziin to inform themselves of and to observe any legal or regulatory restrictions which may affect their eligibility to access the Website or use the Services. Professional advice should be sought from financial or other professional advisers regarding the suitability of any investments.
Nothing on this Website constitutes an offer, promotion, recommendation, inducement, solicitation, or invitation to subscribe for or acquire Securities (as defined below) in any jurisdiction in which such offer, promotion, recommendation, inducement, solicitation, or invitation is unlawful or unauthorized, and is not made or intended to be made to any person to whom it would be unlawful to make such offer, promotion, recommendation, inducement, solicitation, or invitation. No action has been or will be taken under any legislation or regulation of any jurisdiction in order to permit any public offering of Securities. The accessibility and usage of this Website, the viewing of offers lawfully made via this Website, and the subscription or acquisition of Securities that are the subject of an offer lawfully made via this Website in certain jurisdictions may be restricted by the relevant laws in such jurisdictions.
Relationship to Other Agreements
Age of Consent
If you are using our Website or Services on behalf of a legal entity (e.g., a company interested in investing in a campaign displayed on the Website or a company interested in raising funds), you warrant that you have the right to enter into agreements on behalf of such legal entity and otherwise represent such legal entity in all your interactions with us.
The trademarks, service marks, trade names, and logos used and displayed on the Website (the “Trade Marks”) are registered and unregistered trademarks of Wiziin, our related corporations, or third parties. Nothing on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trade Marks displayed on the Website, without the written permission of Wiziin or any other applicable trademark owner. The name of Wiziin may not be used in any way without the prior written permission of Wiziin.
The Website may include, at any given time, content, information, applications, programs, text, graphics, logos, icons, images, sound clips, video clips, data compilations, or other materials displayed herein, as well as the Website’s page layout, underlying code, and software (collectively, the “Content”). All of the Content is the property of or licensed by Wiziin, our related corporations, or third parties with whom we do business, and is protected by Vietnam and international intellectual property laws and other relevant laws. You may not reproduce, republish, copy, display, broadcast, hyperlink, mirror, frame, transfer, transmit, distribute, store, or in any other fashion re-use or distribute the Content in any manner or by any means unless otherwise indicated on the Website or unless given express written permission to do so by Wiziin. Permission will only be granted to you to download, print, use, or create links to the Content for wholly personal, non-commercial purposes, provided that you do not (i) modify the Content and (ii) attempt to revise, remove, hide, or appropriate all copyright and other proprietary notices contained in the Content. In addition, you may also create links to any part of the Website which is accessible to non-Members.
Aside from the Content, trademarks owned by third parties that we may not do business with (including Facebook, Twitter, and LinkedIn) and the other names of companies, products, programs, applications, systems (including messaging systems), and solutions may be mentioned or referred to on the Website. These marks are, and remain entirely, the trademarks of their respective owners or holders. Wiziin does not represent itself, or otherwise hold itself out, as being connected, associated, or affiliated in any way with the owners or licensees of those marks and, in particular, for the trademarks of Facebook, Twitter, and LinkedIn.
Some pages of this Website are open to all Users and may be accessed by any person. However, access to and use of password-protected or secure areas of the Website is restricted to authorized users only. You may not obtain or attempt to obtain unauthorized access to such parts of the Website, or to any other protected information, through any means not intentionally made available by us for your specific use. In order to receive more information regarding the campaigns displayed on the Website, to submit a campaign to the Website, or to submit binding offers in respect of a campaign, you have to create a user account in accordance with the instructions set forth on the Website. Even after you create a user account and sign in, you may not have access to the entirety of the Website.
Members agree and warrant that they will not disclose (wilfully, negligently, or otherwise) credentials of their user accounts to any third party or otherwise allow any third party to use their user accounts or their access to the Website or Services. If any Member has reason to believe that a third party has gained access to his user account without permission, that Member must immediately inform Wiziin of this.
Each Member agrees that any use of or access to the Website or Services and any information, data, instructions, or communications referable to his user account shall be deemed to be (i) use of or access to the Website or Services by such Member or (ii) information, data, instructions or communications carried out, transmitted from, issued by, or otherwise validly originating from, such Member, and that such Member shall be bound by any access or use (whether such access or use is authorized by such Member or not) or instructions or communications referable to such Member’s user account. Wiziin shall be entitled to act upon, rely on, or hold such Member solely responsible and liable in respect thereof as if the same were carried out, transmitted, or validly issued by such Member.
Wiziin has the right to cancel any user account if it is not accessed for a continuous period of 365 days.
The Website and Services
Wiziin provides a social and meeting platform for crowdfunding on the Website. Entrepreneurs may submit the campaigns of their respective Companies to Wiziin through the Website in accordance with the conditions stated thereon or otherwise communicated by Wiziin to the Entrepreneur, for such submissions. All crowdfunding campaigns shall be conducted in accordance with the terms of the relevant agreement(s) governing each such campaign. Wiziin is not and will not be acting in any capacity as a placement agent or a financial advisor for any potential transactions that take place if any. Investors who participate in and Issuers who hold any campaign on the Website or through Wiziin understand and acknowledge that Wiziin does not assume any advisory, fiduciary, professional, or similar or other duties or act as any type of professional adviser to such Investor. No such Investor should rely on any information contained on the Website in making an investment or other decision. Wiziin assumes, and you agree that we are entitled to rely on the assumption, that every such Issuer or Investor has taken or will take the necessary independent legal, tax, financial, or other advice in connection with any activity in any campaign or on the Website.
Each crowdfunding campaign on the Website shall be conducted as an investment-based crowdfunding campaign, where Investors who are accredited investors or institutional investors (as defined in section 4A of the Securities and Futures Act (Cap.289)) (each, an “AI” or “II” respectively) may invest funds in Companies that have initiated a fundraising round on the Website by purchasing non-transferable Securities; convertible Securities; or equity issued by such Companies to the AI or II Members (the “Securities”) and receive a return in such form pursuant to such Securities as pre-defined by the relevant Company.
For the avoidance of doubt, Investment-based Crowdfunding campaigns may only be accessed by AIs or IIs. Investors who access our investment-based Crowdfunding campaigns must confirm that they are either an AI or an II and provide such documentation and information as requested by Wiziin to verify such status prior to making any investment via any of the Investment-based Crowdfunding campaigns. Please note that AIs will additionally be sent a notice on the consequences of being treated as an AI, and must provide to Wiziin their acknowledgment of this and consent to such treatment, before they may be accepted as AIs. This is required under Vietnam law as part of the conditions applicable to financial institutions in onboarding persons as AIs.
Operation of Website
Wiziin reserves the right to control the look and feel of the Website.
Wiziin shall be entitled to publish any notices or disclaimers on the Website at any time in connection with a User, Company profile, or fundraising campaign in the manner and to the extent deemed necessary by Wiziin at its sole discretion (such as for the purposes of our internal operational policies or any guidelines or regulations applicable to us).
The Website may include content, information, text, graphics, logos, icons, images, sound clips, video clips, data compilations, or other materials submitted by Members for inclusion in or posting through the Website or Services (the “Member Materials”).
Wiziin neither endorses nor assumes any responsibility in respect of the Member Materials. The Members submitting their Member Materials: (i) are solely responsible for their Member Materials, including the truth, completeness, and accuracy thereof; (ii) warrant and represent that they have the right and authority to submit their Member Materials and that their member’s Materials do not infringe the intellectual property rights or any other rights of any third party; and (iii) hereby grant to Wiziin a non-exclusive, worldwide royalty-free, irrevocable license and right to host, transmit, distribute, or use (which will include the right to copy, reproduce, or publish) the Member Materials in connection with the operation of the Website and the provision of the Services to Users and for the purposes, such Members have instructed or requested of Wiziin.
Entrepreneurs seeking funds for their Companies may, subject to Wiziin’s prior approval, list their respective Companies on the Website for fundraising purposes. Investment-based Crowdfunding will be undertaken in the form of Securities, which will be issued by the relevant Company.
Subject to Wiziin’s approval in each case, a Company profile may be created or a campaign initiated to start a fundraising round by an Entrepreneur acting on behalf of the Company. The Company profile is for Investors to understand the Company’s business model. Company profiles are based on information provided by the Entrepreneur or Company to Wiziin, and Wiziin does not make any warranty as to the completeness or accuracy of any Company profile created with reference to such information. The fundraising round is an investment round during which binding offers may be made to contract for the fundraising product utilized by a Company.
The campaign shall be open for the maximum period of time set forth on the Website from time to time. Notwithstanding this, should the total amount of funds targeted by the Company to be raised through the sale of Securities (the “Target Amount”) be reached before the end of the time frame set for the campaign, the campaign may be closed automatically at the discretion of the relevant Entrepreneur (acting on behalf of the Company). Once the campaign has closed, Wiziin will remove the ability of AI or II Members to provide binding offers to purchase the Securities, though such campaign may still be visible to Members as an example of a former campaign.
During an investment-based crowdfunding campaign, an AI or II Investor may report its interest to contract into the fundraising by specifying the number of Securities that it would like to invest in. Only AI or II Investors may report interest in contracting into an investment-based crowdfunding campaign and make binding offers to contract for Securities.
The Company shall provide to all accepted AI or II Investors all documentation necessary for completing the investment. After a suitably qualified Investor wishes to make a binding offer to contract for Securities, such Investor shall, subject to the satisfactory completion of necessary ‘know-your-client, anti-money laundering, and countering the financing of terrorism checks, enter into the relevant binding agreement(s) for the transaction concerned (the “Transaction Agreement”). Each Transaction Agreement may be executed electronically or physically. Upon the execution of the required Transaction Agreement(s), the Investor shall arrange for the transfer of the monies for the purchase of the Securities to the prescribed bank account of the company.
Where a campaign successfully raises the Target Amount, the Company has the sole discretion to decide which offers to accept. The Company shall promptly issue the Securities under the terms of the relevant Transaction Agreement to the relevant Investors.
Wiziin as a facilitator only
You agree that Wiziin is only a social and meeting platform for Members (i.e., both Entrepreneurs seeking funds for their Companies and Investors interested in funding Companies) and that Wiziin does not provide any advice (financial, tax, legal, or otherwise). Apart from certain general prerequisites such as the type of investment instrument and the type of investors, Wiziin does not at any time set the specific prerequisites for any campaign. Such specific prerequisites include, but are not limited to, the number of Investors that may be accepted, the number or value of Securities to be offered or sold, the valuation of any Company, and investment amount, and shall always be set by the Company.
With respect to investment-based crowdfunding campaigns, as an AI or II, you agree and are aware that any Subscription Agreement you enter into will be between the Company and yourself only. Wiziin will neither be a party to the Subscription Agreement nor collect or handle any Monies.
Any decision to contract for Securities is solely the decision of such Investors. Under no circumstances shall Wiziin be involved in or liable for the non-payment of any investment amount by any Investor or for any settlement process.
Each Transaction Agreement is an agreement entered into directly and only between the relevant Company and an Investor investing in a campaign. In no event shall Wiziin establish or be required to establish any Transaction Agreement with such an Investor.
Entrepreneurs and Companies
Wiziin has the right to deny access to any Company profile, campaign, Website, or Services at any time and for any reason. Entrepreneurs agree, represent, and warrant that all the content, information, data, or materials provided for posting or distribution on or through the Website or Services or by Wiziin generally is true, complete, and accurate.
Should any such content from any Company or Entrepreneur infringe the intellectual property rights of a third party, the Entrepreneurs agree to the immediate removal of all infringing parts of the content and to fully indemnify and hold Wiziin and its related parties harmless from and against all damages, costs, and expenses directly or indirectly incurred as a result of such infringement. Should Wiziin become aware or suspect that such content infringes any third party’s intellectual property rights, Wiziin shall have the right to promptly remove such content from the Website at its sole discretion.
Entrepreneurs agree to provide Investors with all information requested by Wiziin or as set forth on the Website from time to time. The relevant Entrepreneur (acting on behalf of the Company) further agrees to, without undue delay at the end of the Company’s campaign, accept or reject any binding offer to invest submitted by an Investor by sending a confirmation or rejection to that Investor via the Website. After the closure of a campaign where the Target Amount is successfully raised in full, the relevant Entrepreneur (acting on behalf of the Company) undertakes to ensure that the Company issues the relevant Securities to the Investors in accordance with all applicable legislation and regulations and the terms of the relevant Transaction Agreements. Entrepreneurs (each acting on behalf of the relevant Company) are responsible for drafting and providing all documentation needed (including legally required documentation) for completing the campaign.
You agree and warrant that you will not (and will not permit, facilitate, or assist any third party to) publish, post, transmit, transfer, distribute, or upload any content, data, information, or materials on or through the Website or the Services which: (i) is or may be false, indecent, misleading, untruthful, or inaccurate; (ii) promotes or encourages or may promote or encourage illegal or unlawful activity; (iii) is or may be racially or ethnically or otherwise offensive; (iv) constitutes or may constitute agitation against a minority (such as a national or ethnic group); (v) constitutes or may constitute defamation; (vi) contains or may contain pornography or is in any other way sexually explicit; (vii) discriminates or may discriminate on any basis including sexual orientation or religion; (viii) may not be lawfully disseminated under applicable laws; (ix) you know or have reason to suspect contains any viruses or damaging components which may detrimentally interfere with the Website or the Services; (x) is or may in anyway be harmful, abusive, offensive, or illegal; or (xi) infringes the rights of any third party.
Wiziin is under no obligation to monitor or review discussions, messages, blogs, chats, postings, transmissions, bulletin boards, and the like that are on the Website or provided through the Services, and assumes no responsibility or liability arising from the same.
Liability and Indemnification
Users and Members
You represent, warrant, and fully understand and agree that the provision of the Website and the Services and any approval of any campaign by Wiziin are not: (i) an endorsement of any Company or Securities referred to in relation to the Services or on the Website; (ii) a representation that Wiziin has performed any due diligence on any such Company or Securities; or (iii) a representation by Wiziin that any information provided by the Entrepreneur or Company is complete, accurate, true, fair, and not misleading. Any use or reliance on any such information is at your own risk and Wiziin shall not be liable for any losses arising from or incurred by you in connection therewith. Wiziin is not responsible or liable for the accuracy and completeness of any such information and for the performance or outcome of any investment made by you after receipt of such information.
You acknowledge that you are aware that the Companies involved in the campaigns are often in a very early stage and are seeking financing to grow their business. You warrant that you are aware that investing in a campaign involves a high degree of risk, that a campaign may never be realized, and that all or parts of your investment may be lost. You agree that Wiziin shall not be liable for any transactions undertaken by you further to any campaign or the Services. The Securities offered by Companies may not be suitable for all investors, and certain Members may not be eligible to participate in some or all of the campaigns featured on the Website. Investors should independently evaluate the Securities and, where necessary, seek advice from a financial advisor regarding the suitability of such items in light of their specific investment objectives, financial situation, and particular needs before making a commitment to purchase any such items. Members are advised to conduct their own evaluation and consult with their own legal, business, financial, tax, and professional advisers to determine the appropriateness and consequences of any investment in the Securities. Wiziin does not represent that any of its agents, nominees, directors, officers, or employees have any authority to advise Members, and Wiziin does not purport to advise Members on any investment contemplated or undertaken.
You agree that you are solely responsible for the use of the Services and any decision to invest in a campaign, and agree to be solely liable for all consequences arising therefrom.
You shall be liable for any damage caused to Wiziin or any third party due to your breach of any of the Website Agreements, including the access to or use of the Website or Services in breach of the same. Furthermore, you agree to fully indemnify and hold Wiziin and its related parties harmless from and against all claims, costs (including reasonable legal costs), damages, expenses, liabilities, and losses that Wiziin may sustain or incur, whether directly or indirectly, by reason of our having: made available the Website or Services to you; entered into the Website Agreements with you; enforced or attempted to enforce our rights under the Website Agreements; or act upon any instructions which you may give in relation to the Website or Services, or any negligence, fraud, or misconduct on your part or your breach of any of the Website Agreements.
Disclaimer of liability
The Website and Services are provided on an “as is” and “as available” basis. Wiziin does not make any warranty or representation (express, implied, or otherwise) as to the accessibility, quality, suitability, accuracy, adequacy, fitness for use, or completeness of the Website or Services, and expressly disclaims any and all liability for errors, delays, or omissions in the Website or Services as well as for any consequences resulting directly or indirectly therefrom. No warranty of any kind, whether implied, express, or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality, or fitness for a particular purpose, is given or may be implied in conjunction with the Website or Services. Further, no warranty is given that the Website or Services are free from any computer virus or other malicious, destructive, or corrupting code, agent, program, or macros.
There are situations when the Website or Services will be inaccessible, unavailable, or disrupted, including: (i) necessary maintenance; (ii) circumstances outside the control of Wiziin (i.e., external causes such as net access failure, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship); and (iii) modification, upgrading, suspension, or discontinuation of the provision of or removal of the Website or services (whether in whole or in part) from time to time and without Wiziin giving any reason or prior notice. Wiziin shall not be liable for any such inaccessibility, unavailability, or disruption. Wiziin does not guarantee that any and all identified defects, errors, or faults will be corrected.
Wiziin does not warrant the security of any information transmitted by or to you through the Website or Services. You accept the risk that any information transmitted or received through the Website or Services may be accessed by unauthorized third parties or disclosed by Wiziin to third parties purporting to be you or purporting to act under your authority. Transmission over the Internet and e-mail may be subject to interruptions, transmission blackouts, delayed transmissions due to Internet traffic, or incorrect data transmissions due to the public nature of the Internet.
You acknowledge and agree that user authentication on theInternet is generally difficult to establish, and hereby accept the risk that online activities may be subject to fraudulent or deceptive activity. Wiziin does not warrant or confirm (i) each Member’s purported identity; (ii) that Members have not misused the usernames or passwords; or (iii) that Members have complied, fully or otherwise, with all or any of the Website Agreements. Wiziin consequently will not be held liable where there is a dispute or claim involving or relating to the identity of any Member.
Third Party Content and Third Party Systems
This Website may contain, or the Services may provide, links to other websites or content on the Internet that are owned or operated by third parties (collectively, “Third Party Content”). Any such link does not constitute Wiziin’s endorsement, recommendation, or verification of Third Party Content. Unless we expressly say otherwise, you should assume that Third Party Content is not under the control of Wiziin or our related corporations. We assume no responsibility and shall not be liable for any errors or other consequences arising from accessing or delays in accessing such Third Party Content or any actions taken in reliance thereon, and we disclaim liability to the fullest extent for any and all forms of loss or damage arising out of the access to or use of Third Party Content. Under no circumstances shall it be construed that, in case of your access to and use of systems (including messaging systems), services, content, materials, products, applications, or programs of any third party (“Third Party Systems”), Wiziin is a party to any transaction, if any, between you and such third party or that Wiziin endorses, sponsors, certifies, or is involved in the provision of such Third Party Systems even where they may access at or through the Website or Services.
You acknowledge and agree that you will be solely responsible for any access to or use of Third Party Content and Third Party Systems through the Website or Services and that your access to or use of any Third Party Content or Third Party Systems will be governed by such third party’s terms and conditions, and is not the responsibility of Wiziin. Wiziin does not warrant, represent, or otherwise assure that your use of the Website or Services to access or use Third Party Systems or Third Party Content is permitted or in compliance with terms and conditions, laws, or regulations applicable to the same. Accordingly, you shall not have any right or claim, and hereby waive any rights you may have (if any), against Wiziin in respect of any breach or failure to comply with the terms and conditions, laws, or regulations applicable in respect of your access to or use of such Third Party Systems or Third Party Content through the Website or Services.
You authorize and hereby appoint Wiziin and its agents to access Third Party Systems that you have designated to retrieve content or information requested by you or to process or access functionalities at your request (e.g., Facebook or LinkedIn). Each time you submit your user name or password to access or use your designated Third Party Systems, you shall be deemed to have authorized Wiziin and its agents to process your request and use information submitted by you and which is retrieved using your user name or password.
In the event that any provision of any Website Agreement is found to be or become unlawful, invalid, or otherwise unenforceable, that provision is to be deemed severed from the relevant Website Agreement and shall not affect the legality, validity, and enforceability of the remaining provisions of the relevant Website Agreement. The relevant Website Agreement shall continue in force as if such unlawful, invalid or unenforceable provision was severed from the same.
Choice of Law
Nature of Relationship Established
Rights of third parties