By using HeyHo Services, you shall hereby agrees to be bound by the following terms and conditions set out by HeyHo Sdn Bhd (“HeyHo”): DEFINITIONS The following terms have the respective meanings given to them below: "Activation Fee" means a Fee paid by Merchant to HeyHo in consideration of HeyHo’s work to activate Merchant on the HeyHo App. "Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership of a party, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. "Agreement" means the Order Form, the Definitions and the Terms herein. "Aggregate Data" means aggregate, anonymized data related to Merchant's transactions in connection with the HeyHo Services. "Aggregator Cash Collections" means the funds to be collected by the Aggregator Delivery Partner in connection with an Aggregator Cash Order. "Aggregator Delivery Charge" means a delivery charge collected by HeyHo on behalf of Merchant from Customers for Items transferred via the Aggregator Method. "Aggregator Delivery Partner" means an employee, contractor, worker or agent of Merchant who provides delivery services on a Merchant’s behalf, arranged independently of HeyHo, including but not limited to Lalamove. "Aggregator Item" Means an Item transferred by Merchant to Customer via the Aggregator Method. "Aggregator Item Payment" means the Retail Price of the Aggregator Item(s) sold by Merchant via the HeyHo App (including any SST or other sales tax). "Aggregator Item Revenue" means the total (i) Aggregator Item Payment earned by Merchant (other than with respect to Aggregator Cash Orders); (ii) Aggregator Delivery Charge collected from Customers on Merchant’s behalf (other than Aggregator Delivery Charges directly collected by Aggregator Delivery Partners with respect to Aggregator Cash Orders) (iii) gratuity paid by a Customer in respect of delivery services, if applicable, (iv) less (1) the Aggregator Service Fee and (2) any refunds given by HeyHo on behalf of Merchant to Customers. "Aggregator Meal" means any combination of food and/or beverage transferred by Merchant to Customer via the Aggregator Method. "Aggregator Meal" is a subset of "Aggregator Item." "Aggregator Method" means a Method whereby Merchant may use Aggregator Delivery Partners to fulfil delivery of Items requested by Customers. "Applicable Law" shall mean all applicable laws, statutes, regulations and codes from time to time in force (including without limitation all applicable data protection and privacy laws). "Brand Matter"means an event that, in HeyHo’s reasonable judgement, causes it or its Affiliates to have concern for the reputation of its brand, including, but not limited to, matters related to the alleged violation of any Applicable Laws. "Confidential Information" other (the "Recipient"), whether disclosed verbally, in writing, or by inspection of tangible objects, and includes, without limitation, transactional, operational, performance and other data or information (including, HeyHo Data, Customer’s information, package information, and the transaction volume, marketing and business plans, business, financial, technical, operational) and/or that is related to the sale of Merchant’s Items to Customers through the HeyHo App and the terms and conditions of this Agreement. Confidential Information will not include information that: (i) was previously known to the Recipient without an obligation of confidentiality; (ii) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (iii) is or becomes publicly available through no fault of the Recipient. "Criteria" means any quality, portion, size, ingredient, allergen, origin or nutritional information or rules and regulations that govern the adequacy of Items. "Customer" means a customer of the Merchant. "Customer Feedback" means information provided by a Customer in response to prompting by the HeyHo App, including rating of Item(s) and comments or feedback related to the Customer’s experience with Merchant, the relevant Item(s) on the HeyHo App, and either the delivery services (provided by either a Marketplace Delivery Partner or Aggregator Delivery Partner) or the Non-Delivery Method experience. "Damage Fee" means a Fee paid by Merchant to HeyHo for the loss or theft of a Device, the failure to timely return a Device, or any damage to a Device outside of normal wear and tear. "Delivery Partner" means a Marketplace Delivery Partner or an Aggregator Delivery Partner. References to "Delivery Partners" should be read to include both Marketplace Delivery Partners and Aggregator Delivery Partners. "Device" means a tablet or other portable device made available by HeyHo and/or its Affiliates to Merchant to access and use the HeyHo Services. "Dispute" means any dispute, action, claim, controversy or cause of action among the parties arising out of or in connection with the Agreement or any term condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of the Agreement. "Effective Date" means the date specified in the Order Form. "Fees" means any applicable fees charged by HeyHo to Merchant, including the Service Fee, the Activation Fee, and the Damage Fee. "Feedback" means information provided by Merchant to HeyHo including feedback, suggestions, comments, ideas, or other concepts relating to HeyHo’s products and services. "Force Majeure Event" means occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labour disturbances, war or sabotage. "Indemnified Party" means the party receiving indemnification from the Indemnifying Party. "Indemnifying Party" means the party providing indemnification to the Indemnified Party. "Initial Term" means a period which will commence on the Effective Date and, unless earlier terminated as provided in the Agreement, will continue for a period of one (1) year from the Effective Date. "Invoice Details" means information required for the accurate calculation and preparation of invoices by HeyHo. "Item" means food, beverage, or any other product made available by Merchant to Customer via the HeyHo App. "Item Revenue" means the Retail Price (plus SST and any other fees collected on Merchant’s behalf) less the retained Fees (including the Service Fee, Activation Fee, and/or Damage Fee, where applicable), the Delivery Fee for delivery services provided by a Marketplace Delivery Partner (where applicable), and any refunds given to the Customers on behalf of Merchant. "Losses" means any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees). "Marketplace Cash Collections" means the funds to be collected by the Marketplace Delivery Partner in connection with a Marketplace Cash Order. "Marketplace Cash Order" means an order where HeyHo allows a Customer to pay for a given Marketplace Item provided by Merchant and all associated fees and charges resulting from that transaction in cash. "Marketplace Delivery Charge" means a delivery charge collected by HeyHo on behalf of Merchant from Customers for Items transferred via the Marketplace Method. "Marketplace Delivery Fee" means an amount paid by Merchant to a Marketplace Delivery Partner for delivery services, which may be comprised of multiple components including, but not limited to: pick up fee, drop off fee, time spent, distance travelled, as well as other promotions and incentives. "Marketplace Delivery Partner" means an independent contractor who intends to provide on demand delivery services on a Merchant’s behalf using the HeyHo App. Marketplace Delivery Partners are not employees or workers of HeyHo or any of its Affiliates. "Marketplace Discount" means a discount of the Marketplace Service Fee, provided by HeyHo to Merchant, equal to the difference between the Marketplace Delivery Fee (excluding any SST or other sales tax) less the Marketplace Delivery Charge (excluding any SST or other sales tax), in the event the Marketplace Delivery Fee exceeds the Marketplace Delivery Charge. "Marketplace Item" means an Item transferred by Merchant to Customer via the Marketplace Method. "Marketplace Item Payment" means the Retail Price of the Item(s) sold by Merchant via the HeyHo App (including any HeyHo or other sales tax). "Marketplace Item Revenue" means the total Marketplace Item Payment (including any SST or other sales tax collected on Merchant’s behalf) earned by Merchant, together with the Delivery Charge collected from Customers on behalf of Merchant, less (1) the Marketplace Delivery Fee, (2) the Marketplace Service Fee (modified to reflect the Marketplace Discount, if any) and (3) any refunds given on behalf of Merchant to Customers. "Marketplace Meal" means any combination of food and/or beverage transferred by Merchant to Customer via the Marketplace Method. "Marketplace Meal" is a subset of "Marketplace Item." "Marketplace Method" means a Method whereby Merchant may access and request on-demand delivery services provided by Marketplace Delivery Partners to fulfil delivery of Items requested by Customers. "Marks" means the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party or its Affiliates. "Meal" means any combination of food and/or beverage transferred by Merchant to Customer via the HeyHo App. "Meal" is a subset of "Item," and any terms and conditions related to "Items" also apply to "Meals." "Marketplace Meal," "Aggregator Meal," and "Non-Delivery Meal" are subsets of "Meal." "Meal Voucher Order" means an order where HeyHo allows a Customer to pay for a given Meal provided by Merchant, and some or all associated fees and charges resulting from that transaction, with a meal voucher. "Merchant" means the party who entered into the Agreement with HeyHo. "Merchant Marketing Materials" means videos, still images or other materials provided by Merchant to HeyHo for use in connection with the display of Merchant’s Items on the HeyHo App. "Method" means a method by which Items requested by a Customer through the HeyHo App may be transferred from Merchant to such Customer. "Non-Delivery Item" means an Item transferred by Merchant to Customer via the Non-Delivery Method. "Non-Delivery Item Payment" means the Retail Price of the Item(s) sold by Merchant via the HeyHo App (including any SST or other sales tax). "Non-Delivery Method" means a Method whereby Merchant may allow Customers to collect Items requested from a specified location without the involvement of a Delivery Partner. "Notice Period" means a period of reasonable notice, as allowed by Applicable Law, after which these Terms will take effect. "Offer" means a short-term promotional offer that is created and fulfilled by Merchant that is intended to stimulate Customer demand through the HeyHo App (e.g., discounts). "Offer Costs" means the amount spent by Merchant on an Offer. "Offer Materials" means, with respect to an Offer, all suitable material to be provided by Merchant including artwork of Merchant’s trademarks and trade names. "Offer Tools" means proprietary, automated tools provided by HeyHo to Merchant which allow Merchant to create and provide Offers to Customers. ‘"Personal Data" means any information relating to an identified or identifiable natural person (“data subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. "Renewal Term" means a one (1) year period where the Agreement automatically renews. "Representatives" means with respect to a party, it or its Affiliates’ respective officers, directors, employees or agents. "Required Documentation" means all documentation required by HeyHo from Merchant, including but not limited to business license, identification, tax identification, information regarding SST status, banking documentation, and all Invoice Details. "Retail Price" means the original listed price determined by Merchant for each Item to be made available for sale via the HeyHo App prior to any discounts or promotions. "Service Fee" means a Fee paid by Merchant to HeyHo in consideration for the use of the HeyHo Services. Merchant's Service Fee for each specific Method is specifically set forth in the Order Form. "Substandard Item" means any Item that fails to meet the Criteria or standards required by Applicable Laws. "Term" means the Initial Term together with all Renewal Terms. "Territory" means Malaysia. "HeyHo" means HEYHO SDN BHD. HEYHO SDN BHD (Company No. 202101010379 (1410678¬H)), a company incorporated in Malaysia under the Companies Act 2016 with its registered address at C3-2-10, Solaris Dutamas, Jalan Dutamas 1, 50480 Kuala Lumpur. "HeyHo Competitor" means any person engaged in the lead-generation, demand prediction, payment processing or other related services for the delivery of food and beverages who, in the reasonable determination of HeyHo, is deemed to be a competitor of the HeyHo App. "HeyHo Data" means all data related to the access and use of the HeyHo Services and HeyHo Tools, including but not limited to all Personal Data related to Merchant and Customers. "HeyHo App" means a website, application or other technology interface made available by HeyHo and/or its Affiliates to Customers, on a royalty-free basis, to purchase Items and, if applicable, delivery services from Merchant. "HeyHo Eats Marketing Materials" means video, still images and/or other materials created by HeyHo (or a party designated by HeyHo acting on HeyHo’s behalf) for marketing and other efforts related to the HeyHo App. "HeyHo Services" means certain services made available by HeyHo and/or its Affiliates to Merchant to facilitate the marketing, sale and provision Items by Merchant to Customers, including on-demand lead generation, payment processing, marketing, operational and other support. "HeyHo Tools" means a website, application and/or other technology interface, as well as a Device, made available by HeyHo and/or its Affiliates to Merchant, on a royalty-free basis, in connection with the HeyHo Services. "SST" means any SST, GST and/or similar sales taxes. "Virtual Restaurant" means an additional menu that is made available from Merchant’s premises under a different trading name. "Virtual Restaurant Data" means information provided by HeyHo from time to time and related to cuisine demand, consumer. GENERAL TERMS OF HEYHO SERVICES HeyHo may amend the Terms herein from time to time, as allowed by Applicable Law, upon giving a reasonable Notice Period and by HeyHo posting such amended Terms on this website or HeyHo otherwise making such amended Terms available to Merchant. Merchant’s continued access to or use of the HeyHo Services and/or HeyHo Tools after such Terms become effective constitutes Merchant’s consent to be bound by the amended Terms. If Merchant objects to any Terms herein, Merchant may terminate this Agreement in accordance with clauses of the Order Form. HeyHo Services. (a) General. HeyHo and/or its Affiliates will make the applicable HeyHo Services available to Merchant including, but not limited to, on-demand lead generation, payment processing, marketing, operational and other support. Neither HeyHo nor its Affiliates provide Merchant or its Customers with delivery services. The HeyHo Services are solely for use by Merchant, subject to the terms of this Agreement. (b) Appointment of Limited Payment Collection Agent. Merchant hereby appoints HeyHo as Merchant’s limited payment collection agent solely for the purpose of: (A) accepting payment of the Retail Price of Items (plus any applicable SST and other fees collected on Merchant’s behalf) sold by Merchant via the HeyHo App, via the payment processing functionality facilitated by the HeyHo Tools, and (B) transferring to Merchant the Retail Price (plus SST and any other fees collected on Merchant’s behalf) less the retained Fees (including the Service Fee, Activation Fee, and/or Damage Fee, where applicable), the Delivery Fee for delivery services provided by a Marketplace Delivery Partner (where applicable), and any refunds given to the Customers on behalf of Merchant ("Item Revenue"); Merchant agrees that payment collected by HeyHo on Merchant’s behalf will be considered the same as payment made directly to Merchant. Merchant further authorizes HeyHo to collect gratuities (if any) that are paid on the HeyHo App voluntarily by Customers to Delivery Partners acting on behalf of Merchant. For Marketplace Delivery Partners, Merchant agrees that HeyHo may remit the full value of such gratuities directly to Marketplace Delivery Partners on behalf of the Merchant. For Aggregator Delivery Partners, HeyHo shall remit the full value of any gratuities to Merchant. It is the sole responsibility of Merchant to make sure that any applicable gratuities are properly transferred to Aggregator Delivery Partners. If reasonable, HeyHo may adjust the transfer of Item Revenue collected on Merchant’s behalf for reasons including, but not limited to, failure to fulfil the provision of an Item as ordered. Merchant may dispute any such adjustments through the HeyHo Tools within fourteen (14) calendar days of Merchant being notified of such adjustment. HeyHo reserves the right to, and Merchant authorizes HeyHo to, collect the amount of such adjustments via a deduction from the Item Revenue collected on Merchant’s behalf, or by debiting Merchant’s payment method on record, or otherwise seeking reimbursement from Merchant. In exceptional circumstances only (as determined by HeyHo in its sole discretion, acting reasonably), HeyHo reserves the right to temporarily or permanently cancel or suspend a payment to Merchant. The foregoing exceptional circumstances shall include, but not be limited to, any legal or regulatory risk or potential breach of Applicable Laws associated with the transfer of such payment to Merchant, the actual or expected initiation of insolvency or bankruptcy proceedings against Merchant and any failure by Merchant to provide the Required Documentation in accordance with clause 6(c) of these General Terms and Conditions. HeyHo may, from time to time, request information from Merchant to confirm Merchant’s identity as may be necessary under any applicable compliance obligations before transferring any payments to Merchant and may refuse to process payments owed to Merchant in accordance with clause 1(b)(v) of these General Terms if there exists a legal or regulatory risk or potential breach of law or regulation associated with such transfer to Merchant. HeyHo may engage any of its Affiliates to perform the activity of limited payment collection agent. Such engagement may be subject to additional terms. (c) Meal Vouchers. HeyHo and/or its Affiliates may allow Customers to pay for a given Meal provided by Merchant and some or all associated fees and charges resulting from that transaction with a meal voucher (a "Meal Voucher Order"). In certain circumstances, HeyHo will not act as limited payment collection agent for Meal Voucher Orders and Merchant will receive direct settlement of Item Revenue from a third party meal voucher issuer. (d) HeyHo Tools. HeyHo may make available certain HeyHo Tools to Merchant, and Merchant may access and use those HeyHo Tools solely in connection with Merchant’s use of the HeyHo Services. The HeyHo Tools, including all intellectual property rights therein, are and shall remain the property of HeyHo, its Affiliates or their respective licensors. Neither this Agreement nor Merchant’s use of the HeyHo Tools or HeyHo Data conveys or grants to Merchant any rights in or related to the HeyHo Tools or HeyHo Data, except for the limited licence granted above. (e) HeyHo App. Merchant acknowledges and agrees that once it has accepted a request for an order of Items, the HeyHo App may provide certain information about Merchant to the Customer, including Merchant’s name and contact number. As between Merchant and HeyHo, HeyHo will retain sole and absolute control over the HeyHo App (and all elements of the user experience and user interface relating to the HeyHo App), including, without limitation, with respect to: the personalisation of the HeyHo App for Customers; the prioritisation and display of options available to Customers; the search functionality and results provided to Customers; and adding, removing or otherwise modifying any feature or functionality made available through the HeyHo App to optimize reliability or efficiency on the HeyHo App. No Service Guarantee. HeyHo and its Affiliates do not guarantee the availability or uptime of the HeyHo Tools or HeyHo App. Merchant acknowledges and agrees that the HeyHo Tools and HeyHo App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the HeyHo Tools and HeyHo App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and HeyHo and its Affiliates are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems. Disclaimer of Warranties. This clause applies only to the maximum extent permitted by Applicable Law, and does not (and is not intended to) override any rights that Merchant has pursuant to Applicable Law. HeyHo and its Affiliates provide, and Merchant accepts, the HeyHo Tools and HeyHo App on an "as is" and "as available" basis. HeyHo and its Affiliates do not represent, warrant or guarantee that its access to or use of the HeyHo Tools or HeyHo App: (i) will be uninterrupted or error free; or (ii) will result in any requests for orders of Items (and delivery, if applicable). HeyHo and its Affiliates make no representations, warranties or guarantees as to the actions or inactions of Customers who may request or receive Items (and delivery services, if applicable), and HeyHo and its Affiliates do not screen or otherwise evaluate Customers. By using the HeyHo Tools, Merchant acknowledges and agrees that Merchant or a Delivery Partner may be introduced to a third party that may pose harm or risk to Merchant, Delivery Partners or other third parties. Merchant and their Aggregator Delivery Partners are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the HeyHo Services and HeyHo Tools. HeyHo does not represent, warrant or guarantee the safety of any Items. Notwithstanding HeyHo’s appointment as limited payment collection agent of Merchant for the purpose of accepting payment from Customers on its behalf, HeyHo and its Affiliates expressly disclaim all liability for any act or omission of Merchant, any Aggregator Delivery Partners, any Customer or other third party. In connection with the provision of HeyHo Services to Merchant, HeyHo, on behalf of Merchant, may respond to complaints by Customers about Items and/or delivery sold by Merchant via the HeyHo App. Suspension of HeyHo Services. HeyHo, at its sole discretion, reserves the right to temporarily or permanently suspend, in whole or in part, Merchant’s access to the HeyHo Services and HeyHo Tools if: Merchant fails to provide Required Documentation in a timely manner; Merchant’s account is in arrears; A Brand Matter has occurred in accordance with clauses of the Order Form; or Merchant is, or HeyHo reasonably believe Merchant is, in breach of this Agreement. Merchant’s Obligations. Availability of Items. Merchant will make Items available for purchase through the HeyHo App during its normal business hours. Merchant will prepare, handle and store all Items in accordance with Applicable Laws, which shall include, without limitation, all laws, rules and regulations governing time or temperature controls required for food hygiene and safety. Merchant will determine any Criteria that apply to Items and Merchant is responsible for ensuring that the Items meet the applicable Criteria as displayed to Customers in the HeyHo App. HeyHo, at its sole discretion, reserves the right to remove from the HeyHo App any Item for sale by Merchant deemed unsuitable for sale on the HeyHo App. Item Inventory and Delivery Services. Merchant acknowledges and agrees that neither HeyHo nor any Marketplace Delivery Partner takes title to any Item. Merchant remains responsible for the delivery of Items and shall maintain possession, control and care of the Items at all times in full compliance with Applicable Laws. Merchant shall remain responsible for complying with all health and safety laws and regulations applicable in relation to all Items, up to and including the time of delivery of the Items to a Customer. Merchant agrees that, for purposes of delivery of Items, Delivery Partners shall operate under cover of the Merchant’s retail and health and safety licenses, registrations, authorizations and privileges and control. Merchant is responsible for costs related to reimbursement to Customers in the event any such Customer(s) request a refund for Substandard Items or otherwise unsatisfactory Item(s) (including, without limitation, any costs associated with retrieving any such Substandard Items or otherwise unsatisfactory Item(s), if applicable). HeyHo may deduct refunds from the Item Revenue transmitted to Merchant under this Agreement as otherwise provided to Merchant, as updated from time to time, provided always that Merchant has received notification of such refund policy. Merchant will provide all documentation required by HeyHo (including but not limited to business license, identification, tax identification, information regarding SST status, banking documentation, and all Invoice Details) ("Required Documentation"). Merchant is solely responsible for providing HeyHo with, and maintaining, accurate bank account information. Merchant will not, and will not allow any third party to: use the HeyHo Services, the HeyHo Tools, or any other transactional, operational, performance or other data or information that is related to the sale of the Items (and, if applicable, delivery) to Customers through the HeyHo App to compete with HeyHo, its Affiliates or the HeyHo Services; reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the HeyHo Services or HeyHo Tools (except to the extent that Applicable Law prohibits reverse engineering restrictions); or provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, the HeyHo Services or HeyHo Tools (except as otherwise authorized by HeyHo). Merchant is responsible for ensuring the accuracy of its own tax filings and HeyHo shall not be held responsible for any inaccuracy and/or any failure to file or submit any tax required by law, rules and/or regulations in Malaysia. Merchant shall take full responsibility in any event of food poisoning, allergies and/or other effect that is harmful to user’s health caused by the items or foods ordered from HeyHo’s service and/or in the case of non-delivery or incomplete order after the payment has been made on the electronic payment service of our platform, HeyHo reserve the right to decide on the necessary compensation and/or refund payment to user, provided that the user shall give 24 hours written notice to HeyHo on the details of the incident. HeyHo may process the compensation and/or refund payment to the user within 14 days upon confirmation that the incident is due to HeyHo’s and/or HeyHo’s Merchant partner’s fault. If the incident happens is of urgent and/or emergency nature which involves hospitalisation, HeyHo will at its own discretion or judgment make compensation to the user as it deems fit and such compensation shall be borne by the Merchant and the Merchant shall reimburse HeyHo accordingly. If any Merchant is non-compliant to the above mentioned requirements on 3 occasions, or no less than 5 times in the period of 2 months, HeyHo reserves the right to blacklist and/or remove such Merchant from HeyHo App at its sole discretion unless a satisfactory explanation is given by such Merchant to HeyHo. Merchant acknowledges and agrees that, after receiving Item(s), a Customer may be prompted by the HeyHo App to provide a rating of such Item(s) (and, if applicable, delivery) and, at such Customer’s option, to provide comments or feedback related to the Customer’s experience with Merchant, the relevant Item(s) on the HeyHo App, and either the delivery services (provided by either a Marketplace Delivery Partner or Aggregator Delivery Partner) or the Non-Delivery Method experience ("Customer Feedback"). HeyHo reserves the right to use, share, and display Customer Feedback in any manner in connection with the business of HeyHo without attribution to or approval of Merchant. HeyHo reserves the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other Personal Data, violate any privacy laws and regulations or other Applicable Laws, or violate HeyHo’s content policies. HeyHo will provide Merchant with information regarding the number of Items sold by Merchant to its Customers. HeyHo will also provide information to Merchant regarding any refunds given to its Customers by HeyHo on Merchant’s behalf, including the date of the transaction, the Item(s) refunded, the reason for the refund and any other information HeyHo is permitted to provide under applicable privacy laws and regulations. Fees, Retail Price of Items and Taxes. Fees and Taxes. In consideration for the use of the HeyHo Services, HeyHo will charge Merchant a "Service Fee" for each specific Method as specifically set forth in the Order Form (together with the Activation Fee, the Damage Fee, and any other applicable fees charged by HeyHo to Merchant, the "Fees"). Payment Terms. All Fees under this Agreement will be paid in Malaysian Ringgit. HeyHo will deduct any Fees from the payment HeyHo collects from Customer on Merchant’s behalf, as detailed below. Costs and Expenses. Except as may be expressly set forth in this Agreement, each party will be responsible for its expenses and costs in connection with this Agreement. Taxes on Fees. All Fees payable pursuant to this Agreement shall be deemed to be exclusive of Sale & Services Tax (SST). If SST is chargeable on any Fees, the Merchant shall pay to HeyHo an amount equal to the amount of the SST in addition to and at the same time as payment of the Fees. Fees shall be paid free and clear of and without deduction for or on account of withholding tax (if applicable). If Merchant is required to make such a deduction or withhold such tax, the sum payable by Merchant shall be increased to the extent necessary to ensure that HeyHo receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made. Retail Price of Items and Taxes. Merchant is the "retailer" or "seller" of all Items (including delivery services related to such Items, if applicable). Merchant is responsible for determining and setting the original listed price, prior to any discounts or promotions, for each Item to be made available for sale via the HeyHo App (the "Retail Price"). The Retail Price for each Item will include SST, but Merchant is solely responsible for determining and setting all applicable SST and identifying and informing HeyHo of the appropriate SST amount for HeyHo to charge Customers on Merchant’s behalf for Items available on the HeyHo App. To the extent that applicable SST rate is not determined by Merchant, Merchant expressly authorizes HeyHo to make such determination on its behalf and Merchant hereby acknowledges and agrees that HeyHo will have no liability for the accuracy of any such determination. Merchant expressly authorizes HeyHo, at Merchant’s direction, to collect such SST on Merchant’s behalf. Merchant is solely responsible for the remittance of all applicable SST, sellers use, transaction privilege, privilege, general excise, gross receipts, meals tax and similar transaction taxes in connection with the sale of Items. For each order completed using the HeyHo App, HeyHo may issue an invoice and/or receipt for Items and (if applicable) delivery services to Customers on Merchant's behalf provided that Merchant has completed the required Invoice Details. Merchant may dispute invoices and/or receipts issued by HeyHo on Merchant's behalf within a period not exceeding three (3) days from the issuance date of the invoice and/or receipt. Failing this, Merchant is deemed to have validated said invoice and/or receipt. Method Restrictions and Limitations. Method Settings. If Merchant has selected both the Aggregator Method and the Marketplace Method, Merchant may select Aggregator Method and/or Marketplace Method for delivery of future orders of Items to its Customers. Merchant may apply its selections to some or all future orders. Merchant may modify its Method selection at any time. However, the selected Method for an order cannot be modified after the order has been placed. All orders pending at the time Merchant modifies its Method must be completed via the Method selected when the order was placed. The proper Method for each order will be reflected in Merchant’s order dashboard available via the HeyHo Tools. HeyHo may modify delivery settings on Merchant’s behalf. Delivery Radius Modification. HeyHo, at its discretion, reserves the right to modify Merchant’s delivery radius for reasons including, without limitation, to prevent or otherwise limited unfulfilled orders. Temporary Usage Restriction. HeyHo, at its discretion, reserves the right to restrict or otherwise limit Merchant’s access to the HeyHo App for a period of time for reasons including, without limitation, to prevent or otherwise limited unfulfilled orders. Transfer Restrictions. The following restricted items may not be transferred via the HeyHo App: people or animals of any size, illegal items, fragile items, dangerous items (like weapons, explosives, flammables, etc.), stolen goods, or any items that Merchant does not have permission to transfer. Subject to this Agreement, each party hereby grants to the other party (and, in the case of HeyHo, to its Affiliates) a limited, non-exclusive and non-transferable license during the Term to use such party’s respective Marks, on a royalty free basis, in connection with the activities related to this Agreement. This license includes the right to reproduce, adapt and represent (in connection with all or part of the activities related to this Agreement) the Marks for the entire world, using all means and media, and without any restriction of any kind as regards exploitation methods, number of prints, dissemination or utilisation. All uses of a party’s Marks (owned or licensed, as applicable) by the other party will be in the form and format specified or approved by the party that owns (or is a licensee of, as applicable) such Marks. Other than as specifically set forth in this Agreement, neither party will use the other party’s Marks without the prior, express, written consent of the other party. Any use or display of Merchant’s Marks by HeyHo in connection with making Items available through the HeyHo App in the ordinary course of business will not require any such prior, express, written consent. All goodwill related to the use of a party’s Marks by the other party will inure to the benefit of the party that owns (or is a licensee of, as applicable) such Marks. Except as expressly set forth herein, neither party will be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved. Merchant agrees that it will not, and will ensure that Aggregator Delivery Partners do not, try to register or otherwise use and/or claim ownership in any of the HeyHo Marks, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services. Marketing and Promotional Activities. HeyHo may showcase the availability of Merchant’s Items via the HeyHo App through various promotional activities including, without limitation, social media channels, websites, advertisements, blogs or other media available now or hereinafter created. HeyHo (or a party designated by HeyHo acting on HeyHo’s behalf) may create video, still images and/or other materials for marketing and other efforts related to the HeyHo App ("HeyHo Marketing Materials"). Merchant agrees that HeyHo Marketing Materials (including, without limitation, all intellectual property rights therein) are and will remain the sole and exclusive property of HeyHo. Additionally, Merchant may choose to provide videos, still images and/or other materials to HeyHo ("Merchant Marketing Materials") for use in connection with the display of Merchant’s Items on the HeyHo App, and Merchant hereby grants HeyHo an exclusive, royalty free right to use, reproduce, adapt, represent, and display such Merchant Marketing Materials in connection with Merchant’s Items and other promotional activities relating to the HeyHo Services, for the entire world, during the Term, using all means and media, and without any restriction other than as required by Applicable Law as regards exploitation methods, number of prints, dissemination or utilisation. No Additional Amounts. Merchant acknowledges and agrees that, through advertising and marketing, HeyHo may seek to attract new merchants to HeyHo and to increase existing users of the HeyHo Services and HeyHo App. Merchant acknowledges and agrees such advertising or marketing does not entitle Merchant to any additional monetary amounts beyond the amounts expressly stated in this Agreement. Merchant Promotional Offers. HeyHo may authorize Merchant to use certain automated tools that allow Merchant to provide promotional Offers to Customers through the HeyHo App in accordance with the terms of this Agreement. Merchant agrees that it is solely responsible for fulfilling and, subject to technical and functional limitations of the automated tools, defining the Offers provided by Merchant to its Customers. Merchant Promotional Offers. Subject to this Agreement and any other guidelines or eligibility criteria for Offers that HeyHo may make available from time to time, HeyHo hereby authorizes Merchant to use HeyHo’s proprietary, automated tools ("Offer Tools") to create and provide Offers to Customers. Unless otherwise specified by HeyHo, Merchant will be solely responsible for defining each Offer (within the scope of functionality provided by the Offer Tools), including, without limitation, the start date, end date, and budget for each Offer. Each Offer will be subject to HeyHo’s prior written approval. Merchant is responsible for providing to HeyHo Offer Materials in a format and within deadlines specified by HeyHo for such to be reproduced for the provision of the Offer to Customers. Enhanced Promotional Placements. Subject to HeyHo App functionality, HeyHo may provide enhanced promotional placement or other visual treatment for the Offers through the start and end date identified by Merchant. Merchant acknowledges that the time period of enhanced promotional placement for an Offer (if applicable) may vary due to a number of factors including Merchant’s budget, the start and end date for an Offer, and other HeyHo App functionality. Merchant’s Responsibilities. Merchant will honor and fulfil the terms of the Offer. Merchant represents and warrants that Merchant will run all Offers in accordance with all Applicable Laws which apply to the Offers. Merchant represents and warrants that Merchant possesses all necessary authority, rights, licenses, consents and permissions to run the Offer (including, without limitation, the rights to any Offer Materials provided to HeyHo). Merchant will not use an Offer to make charitable donations. For free or reduced Delivery Charge Offers, Merchant will be solely responsible for the reduction to the amount that HeyHo collects from Customers with respect to the Delivery Charge. Reporting and Offer Costs. HeyHo will use good faith efforts to provide Merchant with reasonable information regarding Merchant's Offers, which may include, without limitation, the Offer Costs and the number of Items sold in connection with an Offer. HeyHo, in its sole discretion, may highlight Offers and/or the results of Offer in its own marketing materials. Service Fees. For Items where an Offer has been applied as a discount to the Retail Price of the Item, HeyHo will charge Merchant a Service Fee based on the discounted Retail Price and not the full Retail Price. If Merchant's Offer consists of a discount on delivery, the Service Fee will be calculated as described in the Agreement and will not change. Merchant agrees that Merchant is solely responsible for Offer Costs and that HeyHo may deduct Offer Costs from Merchant's Item Revenue. If Merchant is paid for an Item, it is responsible for the Service Fee and relevant Offer Costs. Modification, Suspension, Discontinuation. HeyHo reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Offer Tools or the ability for Merchant to provide Offers. Merchant agrees that neither HeyHo nor any of its Affiliates shall be liable to Merchant (or to any third party) for the Offer or the Offer Tools, including for any modification, suspension or discontinuance of the Offer or the Offer Tools or providing Merchant with the ability to provide Offers. Except as may be expressly set forth in this Agreement or otherwise agreed by the parties in writing, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other party. Virtual Restaurants. A Merchant who currently offers Meals via the HeyHo App may, under certain conditions, operate a Virtual Restaurant. All Virtual Restaurant Meals are sold by Merchant. Without prejudice to any other provision of this Agreement, a Merchant operating a Virtual Restaurant shall adhere to the following conditions: Merchant represents and warrants that Merchant will prepare and sell all Meals from Virtual Restaurant at Merchant’s restaurant premises. If this premises address changes, Merchant will provide HeyHo with no less than seven (7) days’ advance written notice. The Virtual Restaurant trading name is Merchant’s Mark and is subject to the indemnification provision of the Agreement. Merchant represents and warrants that (A) the Virtual Restaurant trading name does not infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights and (B) it has the right to display the Virtual Restaurant trading name on the HeyHo App. Merchant agrees that HeyHo may remove Virtual Restaurant from the HeyHo App if HeyHo reasonably believes that it may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights. HeyHo may provide Merchant with Virtual Restaurant Data. Merchant agrees that any Virtual Restaurant Data provided by HeyHo or its Affiliates to Merchant constitutes Confidential Information. In consideration for access to Virtual Restaurant Data, Merchant will not enter into any agreement to make Meals available via Virtual Restaurant, or using the same or similar menu or trading name to Virtual Restaurant, with any HeyHo Competitor. Confidential Information; Personal Data; Feedback. Each Recipient agrees that it will not disclose the Discloser’s Confidential Information to any third parties other than Representatives, or use it in any way other than as necessary to perform this Agreement. Each Recipient will ensure that Confidential Information will only be made available to those of its Representatives who have a need to know such Confidential Information and who, prior to any disclosure of such Confidential Information, are bound by written obligations of confidentiality with respect to such Confidential Information that are no less stringent than those set forth in this Agreement. Recipient will cause its Representatives to comply with the terms of this Agreement and will be solely responsible for any breach of this Agreement by any of its Representatives. Each Recipient will not, and will not authorize others to, remove or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on use and disclosure of Confidential Information will not apply to the extent: (i) the Discloser has authorized such use or disclosure (and Merchant hereby authorizes HeyHo to disclose the terms of this Agreement to Merchant’s franchisees in connection with executing contracts that reference this Agreement with such franchisees) and (ii) a Recipient is required to disclose certain Confidential Information of the Discloser as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose (to the extent legally permissible) and reasonably assist in obtaining a protective order prior to making such disclosure. Upon expiration or termination of this Agreement and as requested by Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form. Neither party makes any representation or warranty that Confidential Information is complete or accurate; all Confidential Information is provided "as is". Merchant agrees to use Personal Data provided to Merchant by HeyHo solely for the purpose of providing Items to Customers under this Agreement. Merchant agrees to use Personal Data provided to Merchant by HeyHo solely by using the HeyHo Tools provided by HeyHo and shall not copy, store, retain, remove from the HeyHo Tools or otherwise process the Personal Data. Only in the Aggregator Method, Merchant is permitted to copy Personal Data provided via the HeyHo Tools and share it with its Aggregator Delivery Partners for the sole purpose of providing Items to Customers in accordance with this Agreement, and will be responsible for compliance with applicable data protection regulations as a data controller, or the responsible party, for such Personal Data as specified in clause 5(a) of the Aggregator Method Specific Terms. Aggregate Data. Merchant acknowledges that HeyHo may use aggregate, anonymized data related to Merchant’s transactions in connection with the HeyHo Services ("Aggregate Data"). If Merchant allows a third party to provide technology services to Merchant in connection with Merchant’s obligations under this Agreement, then HeyHo may share Aggregate Data with such third party to enable the provision of HeyHo Services to Merchant. Third Party Disclosure. Merchant acknowledges that HeyHo may share Merchant contact information (including name, address, email, and phone number) with third parties necessary to Merchant's onboarding on the HeyHo App, including logistics and/or delivery service providers (for the delivery of Devices or other equipment), as well as photography services (for any photography which may be provided by a third-party provider on behalf of HeyHo). Merchant is responsible for maintaining the integrity of information related to Merchant’s access and use of the HeyHo Tools and related HeyHo Services, including any password, login or key information. Merchant represents and warrants that Merchant will not share such information with any third party. Data Identification Restriction. Without limiting any other provision of this Agreement, including any provision in this clause, Merchant will not merge any of the data collected or otherwise obtained in connection with this Agreement, including, without limitation, any Personal Data, with other data collected from any source or otherwise use any of the data collected or otherwise obtained in connection with this Agreement, including, without limitation, any Personal Data, for the purpose of re-identification, targeted marketing, analytics or any other similar purpose. Merchant may, but is not obligated to, provide or otherwise make available to HeyHo certain feedback, suggestions, comments, ideas, or other concepts relating to HeyHo’s products and services ("Feedback"). However, to the extent that Merchant provides or otherwise makes available Feedback to HeyHo, Merchant hereby grants to HeyHo a perpetual, irrevocable, worldwide, royalty free, fully sublicensable right to use, reproduce, adapt, represent and otherwise exploit such Feedback, during the Term, using all means and media, and without any restriction of any kind with regard to exploitation methods, number of prints, dissemination or utilisation. Each party (the "Indemnifying Party") will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the "Indemnified Party") from and against any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees) (collectively, "Losses") with respect to any third party claim arising out of or related to: the negligence or wilful misconduct of the Indemnifying Party or its employees or agents (in Merchant’s case, including Aggregator Delivery Partners but excluding HeyHo and Marketplace Delivery Partners to the extent they are Merchant’s agents) in their performance of this Agreement; any claims that, if true, would be a breach of any of the Indemnifying Party’s (in Merchant’s case, including via Aggregator Delivery Partners) representations, warranties or covenants in this Agreement; and any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party. Merchant will indemnify, defend and hold harmless the HeyHo Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to: (A) Merchant’s violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, (B) Merchant’s failure to determine the applicable SST and other fees charged; (C) Merchant’s failure to apply correct SST rates, including those rates adjusted by HeyHo on Merchant’s behalf; (D) SST, other fees, penalties, interest and other costs related to Merchant’s obligations; (E) Merchant copying, storing, retaining, removing from the HeyHo Tools or otherwise processing the Personal Data, except as permitted by the General Terms; (F) any third party claim for actual or alleged infringement of a third party’s intellectual property or other proprietary rights arising out of or in connection with any Offer run by Merchant and use of Offer Materials; and/or (G) any third party claim arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, any Offer run by Merchant, whether or not any claim arises during the Term of the Agreement, except in the case of each of (A)-(E) above, to the extent such harm was directly caused by the gross negligence or wilful misconduct of HeyHo or its employees, agents or Delivery Partners. With respect to the indemnities in (F) and (G) above, approval by an HeyHo Party of any Offer or use of any Offer Materials shall not affect this right of indemnification. Each Indemnified Party will provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defence of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defence of a claim, at Indemnifying Party’s expense. During the Term and for one (1) year thereafter, each party will procure and maintain the necessary insurance for the transaction anticipated herein. Time of the Essence Time wherever mentioned is of the essence of this Agreement. Entire Agreement The provisions herein constitute the entire agreement between the Parties and supersede any previous agreements, understandings, communications and representations, whether expressed or implied or oral or written (including but not limited to any documents between the Parties, regardless of form or expression), between them with respect to all matters dealt with herein. Amendments No amendment of this Agreement shall be effective unless made in writing and signed or confirmed in writing by the Parties. Assignment No Party may assign its rights or obligations herein without the prior written consent of the other. Successors-in-title This Agreement shall be binding upon and ensure for the benefit of each Party’s successors-in-title and permitted assigns. Rights and Remedies The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law. No failure or delay by a Party to exercise any such right or remedy shall operate as a waiver or variation of that right or remedy. Any defective or partial exercise of a right or remedy shall not preclude any further or other exercise thereof or the exercise of any other right or remedy. Knowledge and Acquiescence Knowledge or acquiescence by a Party of any breach of any provision herein shall not operate as a waiver of that provision. Notwithstanding such knowledge or acquiescence, a Party is entitled to exercise its rights under this Agreement and to require strict performance by the other of the terms and conditions herein. Illegality If any provision in this Agreement is illegal, invalid or unenforceable, that provision shall be ineffective to the extent of such illegality, invalidity or unenforceability, without invalidating the remaining provisions herein. Dispute Resolution Each Party hereby agrees that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Courts of Malaysia. Counterparts This Agreement may be executed in any number of counterparts: each of which is deemed to be an original; all of which, taken together, constitutes one and the same instrument; and the execution by a Party of any of which constitutes execution by that Party of all such counterparts. Cost and Expenses All costs of and incidental to the preparation and completion of this Agreement including stamp duty and registration fee shall be borne and paid by DIBIZ. Each party hereto shall bear its own Solicitor’s costs. NON-DELIVERY The following Terms govern the Non-Delivery Method and Items provided to Customers via the Non- Delivery Method ("Non-Delivery Items"). All undefined, capitalized terms will have the meaning set forth in the Order Form, the Definitions or the General Terms. Non-Delivery Items. Terms and the Terms governing the Non-Delivery Method, and contingent upon completion of any additional verification steps, the HeyHo Tools will be made available to Merchant for it to allow Customers to collect Items requested via the HeyHo App from a specified location without the involvement of a Delivery Partner. Merchant agrees to make Items available via the HeyHo App during its normal business hours, and as further set forth in this clause or mutually agreed between the parties in writing. Non-Delivery Service Fee. In consideration for the HeyHo Services in connection with the Non-Delivery Method, HeyHo will charge Merchant a Non-Delivery Service Fee in the amount set forth in the Order Form for each Non-Delivery Item sold by Merchant via the HeyHo App. HeyHo will calculate the Non-Delivery Service Fee as follows: the Retail Price of the Item(s) sold by Merchant via the HeyHo App (including any SST or other sales tax) (such amount, the "Non-Delivery Item Payment") multiplied by the Non-Delivery Service Fee percentage. The Non-Delivery Service Fee shall be net of any SST or other sales taxes. In the event that non-delivery of item or food ordered after the payment has been made and/or confirmed via the HeyHo’s platform, HeyHo has the right to withhold the payment received for 48 hours in case of any events that may happened which necessitate compensation and/or refund to the Customer and/or to penalise or delist the Merchant from the HeyHo’s platform at the sole discretion of Heyho. MARKETPLACE METHOD TERMS The following terms govern the use of the Marketplace Method and the general availability of Items via the HeyHo App delivered to Customers on behalf of Merchant by Marketplace Delivery Partners ("Marketplace Items"). All undefined, capitalized terms will have the meaning set forth in the Order Form, the Definitions or the General Terms. Marketplace Items. Upon Merchant agreeing to the Order Form, Definitions, General Terms and Marketplace Method Terms governing the Marketplace Method, and contingent upon completion of any additional verification steps, the HeyHo Tools will be made available to Merchant to access and request on-demand delivery services provided by Marketplace Delivery Partners. Neither HeyHo nor its Affiliates provide any delivery services. Rather, the HeyHo Services in connection with the Marketplace Method include, without limitation: (a) providing on-demand lead generation, payment processing, marketing, onboarding, operational and other support services in connection with the sale and delivery of Marketplace Items by Merchant via the HeyHo App; and (b) enabling Merchant to access and request on-demand delivery services provided by Marketplace Delivery Partners. Marketplace Service Fee. In consideration for the HeyHo Services in connection with the Marketplace Method, HeyHo will charge Merchant a Marketplace Service Fee in the amount set out in the Order Form for each Marketplace Item sold by Merchant via the HeyHo App. HeyHo will calculate the Marketplace Service Fee as follows: the Retail Price of the Item(s) sold by Merchant via the HeyHo App (including any SST or other sales tax) (the "Marketplace Item Payment") multiplied by the Marketplace Service Fee percentage. Marketplace Delivery Services. Merchant will pay a "Marketplace Delivery Fee" to Marketplace Delivery Partners. The Marketplace Delivery Fee may be comprised of multiple components including, but not limited to: pick up fee, drop off fee, time spent, distance travelled, as well as other promotions and incentives. Where applicable, Marketplace Delivery Partners, via the HeyHo App, will invoice Merchant for the delivery services they provide to Merchant, provided that both Merchant and Marketplace Delivery Partner have completed the required Invoice Details. If Merchant is paid for an Item, it is responsible for the Marketplace Service Fee and for the Marketplace Delivery Fee even if a Marketplace Delivery Partner is unable to complete the delivery services on behalf of Merchant. Merchant authorizes HeyHo to (i) collect a delivery fee from its Customers on its behalf (the "Marketplace Delivery Charge") and (ii) transfer the applicable Marketplace Delivery Fee earned by a Marketplace Delivery Partner to the Marketplace Delivery Partner on Merchant's behalf. In the event the Marketplace Delivery Fee exceeds the Marketplace Delivery Charge, HeyHo will provide Merchant with a discount of the Marketplace Service Fee equal to the difference between the Marketplace Delivery Fee (excluding any SST or other sales tax) less the Marketplace Delivery Charge (excluding any SST or other sales tax) (such discount amount being the "Marketplace Discount"). Marketplace Cash Orders. HeyHo may facilitate a delivery option to Customers in the Territory that allows them to pay for a given Marketplace Item provided by Merchant and all associated fees and charges resulting from that transaction in cash (a "Marketplace Cash Order"). Marketplace Delivery Charge. Merchant authorizes HeyHo to recommend and implement the Marketplace Delivery Charge (comprised of one or more components), and to subsequently suggest and implement modifications, taking into account factors including (but not limited to) eater demand, delivery time, delivery distance, and basket size. Notwithstanding the appointment of HeyHo by Merchant as its limited payment collection agent under the Agreement, in the event of a Marketplace Cash Order request by a Customer, Merchant authorizes a Marketplace Delivery Partner to collect the Marketplace Item Payment sold by Merchant via the HeyHo App (including any SST or other sales tax) together with the Marketplace Delivery Charge from the Customers on behalf of Merchant. The Marketplace Delivery Partner shall be notified of the funds to be collected by the Marketplace Delivery Partner ("Marketplace Cash Collections"), exclusive of any gratuities, in the HeyHo App. HeyHo’s role as Merchant’s agent with regard to Marketplace Cash Collections shall be to collect the Marketplace Item Payment and HeyHo’s Marketplace Service Fee from Marketplace. Delivery Partners by either obtaining the funds electronically or offsetting such amounts from funds otherwise due to Marketplace Delivery Partners from their delivery services in aggregate generated on the HeyHo App. Merchant acknowledges and agrees that collection shall be the responsibility of the Marketplace Delivery Partner. If for whatever reason Marketplace Delivery Partner’s electronic payment to HeyHo is delayed or unsuccessful, HeyHo, in its capacity as Merchant’s collection agent, will act as a fall-back and ensure receipt of payment by Merchant. Merchant acknowledges and agrees that in consideration of HeyHo’s provision of lead generation, demand prediction, and other related services provided via the HeyHo App under the Agreement, Merchant owes HeyHo the respective Marketplace Service Fee, regardless of collections related to the attempted or completed deliveries. HeyHo shall not be deemed to have waived its right to any amounts owed by Merchant if: (a) there are insufficient payment card order to set off against; (b) Merchant does not timely repay any amounts owed to HeyHo; or (c) HeyHo elects to require a minimum amount owed prior to initiating collection efforts or otherwise delays collecting amounts owed by Merchant. HeyHo reserves the right to suspend Merchant’s account if Merchant maintains a negative balance for more than one (1) week. With each payment statement, HeyHo shall report any offsetting and deductions. Revenue Transfer. HeyHo will transfer to Merchant the total Marketplace Item Payment (including any SST or other sales tax collected on Merchant’s behalf) earned by Merchant, together with the Delivery Charge collected from Customers on behalf of Merchant, less (1) the Marketplace Delivery Fee, (2) the Marketplace Service Fee (modified to reflect the Marketplace Discount, if any) and (3) any refunds given on behalf of Merchant to Customers (such final transferred amount being the "Marketplace Item Revenue"). The Marketplace Item Revenue will be transferred on a bi-weekly basis. No Additional Amounts. Merchant acknowledges that the Marketplace Item Payment and the Marketplace Delivery Charge is full payment for the Items and delivery services provided by Merchant to Customers, although the HeyHo Services may provide Customers with the ability to apply a gratuity through the HeyHo Services. With regard to cash gratuities provided by a Customer directly to a Marketplace Delivery Partner, no portion of that gratuity is owed to or should be paid to HeyHo. Batched Trips. HeyHo may, at its sole discretion, arrange for one Marketplace Delivery Partner to deliver orders to multiple Customers as part of the same trip. Batched trips may include multiple orders from Merchant, or one or more orders from Merchant combined with one or more orders from other merchants using the HeyHo App.