TERMS OF SERVICE

Last Updated: November 10, 2014

1. CONTRACTUAL RELATIONSHIP

These Terms of Use ("Terms") govern the access or use by you or your establishment and possessions of applications, websites, content, products, and services (the "Services") by Delivery Republic Limited and its subsidiaries and affiliates (collectively, "Delivery Republic"). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. In this Agreement, the words "including" and "include" mean "including, but not limited to.

"Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Delivery Republic. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Delivery Republic may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Delivery Republic may amend the Terms related to the Services from time to time. Amendments will be effective upon Delivery Republic's posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.Our collection and use of personal information in connection with the Services is as provided in Delivery Republic's Privacy Policy located at

http://www.deliveryrepublic.com/privacy-policy

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2. THE SERVICES

The Services constitute a technology platform that enables users of Delivery Republic's mobile applications or websites provided as part of the Services (each, an "Application") to arrange and schedule delivery services with Delivery Republic or third party providers of such services, including independent third party transportation providers and third party logistics providers under agreement with Delivery Republic or certain of Delivery Republic's subsidiaries ("Third Party Providers"). The Services are made available solely for you or your establishment’s commercial use.

DELIVERY REPUBLIC DOES NOT GUARANTEE THE ARRIVAL TIME OF ANY DELVEIRY OR THE QUALITY OF THE FOOD / PRODUCT UPON ARRIVAL SUCH ITEMS.  DELIVERY REPUBLIC WILL NOT PARTICIPATE IN DISPUTES BETWEEN YOU AND YOUR CUSTOMER. BY USING THE SERVICES, DELIVERY REPUBLIC SHALL NOT HAVE ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO YOUR TRANSACTIONS OR RELATIONSHIP WITH YOUR CUSTOMER.

LICENSE

Subject to your compliance with these Terms, Delivery Republic grants you a limited, non-exclusive, non- sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services. Any rights not expressly granted herein are reserved by Delivery Republic.

RESTRICTIONS

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Delivery Republic; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

THIRD-PARTY SERVICES AND CONTENT

The Services may be made available or accessed in connection with third-party services and content (including advertising) that Delivery Republic does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. Delivery Republic does not endorse such third party services and content and in no event shall Delivery Republic be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc. or Microsoft Corporation will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android or Microsoft Windows mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary's terms of service.

OWNERSHIP

The Services and all rights therein are and shall remain Delivery Republic's property. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Delivery Republic's company names, logos, product and service names, trademarks or services marks without Delivery Republic’s consent.

3. YOUR USE OF THE SERVICES

USER ACCOUNTS

In order to use most aspects of the Services, you must register for and maintain an active user Services account ("Account"). Account registration requires you to submit to Delivery Republic certain information, such as your establishment name, contact person, address, telephone number, as well as billing information. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having out-of-date billing information, may result in your inability to access and use the Services or Delivery Republic's termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and, as such, you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Delivery Republic in writing, you may only possess one Account.

USER REQUIREMENTS AND CONDUCT

You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other establishment, person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for food or food related products.

MESSAGING

By creating an Account, you agree that the Services may send you informational text (SMS) or email messages as part of the normal business operation of your use of the Services.

PROMOTIONAL CODES

Delivery Republic may, in Delivery Republic's sole discretion, create promotional codes that may be redeemed for Account credit or other features, subject to terms that Delivery Republic establish on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the others, unless expressly permitted by Delivery Republic; (iii) may be disabled by Delivery Republic at any time for any reason without liability to Delivery Republic; (iv) may only be used pursuant to the specific terms that Delivery Republic establish for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Delivery Republic reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Delivery Republic determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

NETWORK ACCESS AND DEVICES

You are responsible for obtaining the data network access necessary to use the Services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Delivery Republic does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. PAYMENT

You understand that use of the Services may result in payments by you for the services you receive ("Charges"). After you have received services obtained through your use of the Service, Delivery Republic will facilitate payment of the applicable Charges using the preferred payment method designated in your Account. Charges paid by you are final and non-refundable, unless otherwise determined by Delivery Republic.

If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Delivery Republic may use a secondary payment method in your Account, if available.

Delivery Republic reserves the right to establish, remove and/or revise Charges for any or all aspects of the Services at any time in Delivery Republic's sole discretion. Delivery Republic may from time to time provide certain users with promotional offers and discounts that may result in different Charges for the same or similar Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.

5. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY

DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." DELIVERY REPUBLIC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, DELIVERY REPUBLIC MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY GOODS OR SERVICES OBTAINED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY THIRD PARTY GOOD OR SERVICES OBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THIS DISCLAIMER DOES NOT ALTER YOUR RIGHTS AS A CONSUMER TO THE EXTENT NOT PERMITTED UNDER THE LAW.

LIMITATION OF LIABILITY

DELIVERY REPUBLIC SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, EVEN IF DELIVERY REPUBLIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DELIVERY REPUBLIC SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES INCURRED BY YOU ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND YOUR CUSTOMER, EVEN IF DELIVERY REPUBLIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DELIVERY REPUBLIC SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND DELIVERY REPUBLIC'S REASONABLE CONTROL. IN NO EVENT SHALL DELIVERY REPUBLIC'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED H.K. DOLLARS (HK $500).

THESE LIMITATIONS DO NOT PURPORT TO LIMIT LIABILITY THAT CANNOT BE EXCLUDED UNDER THE LAW.

INDEMNITY

You agree to indemnify and hold Delivery Republic and its officers, directors, employees and agents, harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services; (ii) your breach or violation of any of these Terms;or accepted any subsequent changes to these Terms).

6. OTHER PROVISIONS

CHOICE OF LAW

These Terms are governed by and construed in accordance with the laws of the HKSAR.

GENERAL

You may not assign these Terms without Delivery Republic's prior written approval. Delivery Republic may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Delivery Republic's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Delivery Republic or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Delivery Republic in writing.