DATA DOWNLOAD AGREEMENT

This is an agreement ("Agreement") between the Data Downloader ("Data Downloader"), UP File and the Data Owner ("Data Owner") regarding the use of the Data ("Data") downloaded.

I. Acceptance of the Agreement:

By downloading or accessing the Data, the Data Downloader accepts the terms of this Agreement. In addition to this Agreement, the Data Downloader must comply with the UP File Social Service Agreement and UP File rules and policies.

II. Modification of the Agreement:

UP File may amend the terms of this Agreement at any time. However, any amendments to this Agreement are effective only for subsequent downloads. No replaceable changes to the previous terms are in effect from the time the Data Downloader commences the download.

III. Use of Data:

Use of Data includes, but is not limited to, viewing part or all of the content in the Data; compare data or content from the Document with data and content from other Data, double-check research findings with the content in the Document, and quote and/or reserve any part of the Document content for use in projects,  publications, research, entertainment, or other related work products.

A.  Assure:

By using the Data, the Data Downloader warrants that:

1. The Data Downloader is not bound by any applicable legal liability or laws preventing the Data Downloader from downloading or using other Data.

2. The Data Downloader shall not use any Data prohibited by law.

3. Data downloaders who are not aware of restrictions relating to the use of Data not set forth in this Agreement shall not be liable for such restrictions

4. The person downloading the Data who is not aware of any inaccuracies and any issues related to the content of the Data and the information quoted herein shall not be liable for them.

B.  Restrictions on the use of the Data, except with the consent of the Data Owner, the Data Downloader may not:

1. Create a link or link between the Data Owner's information, or between the Data Owner's information and other third party's information

2. Extract Information from Data Sources

3. Unlawful use of Data, including but not limited to, hacking, breaking, stealing passwords of Data Owners or other Data use authors.

IV. Representations and warranties:

The Data Owner warrants that it has the sole right to create and distribute the Data. Except for this representation, the Data is understood "as is" and "as available" and although not warranted in any way, express or implied, the person downloading the Data, including, without limitation, may not infringe, trade, and use for any particular purpose or commercial purpose.

Without limiting the foregoing, the owner of the Data and UP File does not warrant that: (a) the Data information is true, completely accurate, complete, reliable; (b) The data will be kept secure; (c) The data will always be available at any time and place; (d) any damage or defect will be repaired; (e) the Data and accompanying files are free from viruses or other harmful components; (f) the result of the use of the Data will satisfy the requirements of the person uploading the Data. Any use of the Data by the Data uploader will be solely the responsibility of the Data uploader.

V. Limitation of Liability:

Under no circumstances shall UP File and its owner be liable under contract, agreement, damages, liability, negligence or any other liability with respect to the Data (i) for any direct damages, (ii) for loss of profits,  or special, indirect, inadvertent, fine or indirect damages.

VI. Indemnification:

The Data Downloader shall indemnify and hold harmless UP File and the Data Owner from any and all losses, costs, liabilities or damages, including, without limitation, all reasonable attorneys' fees and court fees,  arising from (i) misuse of the Data by the Data Uploader; (ii) the data uploader is in breach of the terms of this Agreement; (iii) Infringement by the Data Downloader or a third party of the intellectual property rights or rights of persons or organizations in relation to the Data. Such losses, costs, liabilities or damages are, including but not limited to, actual, general, special and indirect.

VII. Dispute Resolution:

This Agreement is governed by and construed in accordance with the laws of Vietnam. Any dispute arising in relation to the Data downloaded from UP File shall be resolved in the competent Court in Ho Chi Minh City, Vietnam.

VIII. Consistency and Validity:

This Agreement represents the entire agreement between the Data Owner, UP File and the Data Downloader regarding the download and use of the Data and supersedes all prior agreements and offers (whether oral, written or electronic) between the Data Owner,  UP File and Data Downloader relate to the download and use of Data. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will remain in full force and effect and enforceable.

IX. General Provisions:

Data Owners may assign, transfer or delegate their rights and obligations without consent. No agency, partnership, joint venture or employment relationship is created as a result of this Agreement and neither party has the right to bind the other other other than the terms of this Agreement.