DiDi Food Japan Corp. (the “Company”) herein stipulates terms and conditions for the leasing of tablet device necessary for “DiDi Food” services provided by the Company.

Article 1. Terms and Conditions

This Terms and Conditions for Device Leasing (the “Terms”) applies to the leasing service (the “Service”) of Company’s devices and chargers and accessories (collectively the “Devices, etc.”) to stores (“Member Stores”) who have selected “Lease from DiDi” as provided in Article 5 of the service agreement between the Company (the “Service Agreement”).

Article 2. Execution of Agreement

1. The Agreement shall be deemed executed contemporaneously with the execution of the Service Agreement.

2. The Company may refuse to accept an application for the Agreement or may be unable to provide the Service in accordance with the application in the event of any actual or potential breach of the Agreement by the Member Store, any potential interference with the Company’s business operations, or other circumstances such as inventory shortage.

Article 3. Period of Use

1. For the purpose of the Service, period of use refers to a period from the date of receiving the Devices, etc. (the “Rental Start Date”) to the date of returning (the “Return Date”) the Devices, etc.

2. The period of use of the Service shall be calculated on a monthly basis; such calculation period shall start on the initial date of lease for the month until the day before the initial date of lease of the following month.

3. During the term of this Agreement, the Company is entitled to terminate the Agreement in whole or in part and demand the return of the Devices, etc. at any time by 30 days’ prior written notice to the Member Store.

Article 4. Extension of Period of Use

1. To extend the period of use, the Member Store shall notify the Company of its intention to that effect in writing no later than 30 days prior to the Return Date and obtain approval of the Company.

2. The Company may not approve the extension of the period of use if such extension may hinder appropriate business operations of the Company.

3. The Company may take immediate measures to block connections of the Devices, etc. if the Company believes the Member Store to be continually using the Devices, etc. past the Return Date without completing the procedure as set forth in Paragraph 1 above. The Company shall be held free from any liability for any damage incurred by the Member Store or a third party due to such measures.

Article 5. Delivery and Return of Devices, etc.

1. Delivery of the Devices, etc. shall be completed by shipping it to a location designated by the Member Store.

2. The Company will not be liable for any delay in delivery of the Devices, etc. caused by the delivery company's negligence.

3. The delivered Devices, etc. can be received only by the Member Store.

4. The Member Store shall return the Devices, etc. by means specified by the Company on the Return Date. If the Devices, etc. are returned by any other means, the Member Store shall bear all expenses for returning.

Article 6. Fees

Rental fees payable shall be in an amount specified by the Company and shall be paid in a manner specified by the Company.

Article 7. Obligation of the Member Store

1. The Member Store shall maintain and manage the Devices, etc. with the care of a good manager and, in using the Devices, etc., shall not:

(1) assign, pledge, sub-lease, resell, put on an auction, or otherwise dispose of the Devices, etc.;

(2) disassemble, analyze, alter, or tamper the Devices, etc.;

(3) damage, scrap, lose, or ruin the Devices, etc.;

(4) severely deface the Devices, etc. (e.g. putting any sticker on, cutting, or coloring the Devices, etc.);

(5) commit to any unauthorized use of the Devices outside of the scope of the Agreement;

(6) commit to any prohibited behaviors stated in respective instruction manuals of the Devices, etc.;

(7) bring the Devices, etc. out of Japan; or

(8) use the Devices, etc. other than in the recommended environment.

2. The Member Store shall comply with applicable laws and regulations including but not limited to the Food Sanitation Act.

3. The Member Store shall pay a penalty as set forth separately if the Company believes that the Member Store carried out any one of the prohibited behaviors listed in Paragraph 1 or violated the previous Paragraph.

Article 8. Indemnification, and Theft, Loss, Breakage of Devices, etc.

1. In the event of failure, theft, loss, or breakage of the rental Devices, etc. (“Failures, etc.”), the Member Store shall immediately report the Failures, etc. to a contact person separately designated by the Company (the “Company Contact”) and the police, in the case of theft or loss. The Company will then immediately take measures deemed appropriate by the Company including removal of software of the pertinent Devices, etc.

2. In the event the Company suffers any losses due to Failures, etc. of the rental Devices, etc. or for any reason attributable to the Member Store, the Member Store shall immediately report the Failures, etc. to the Company and compensate for the damage pursuant to standards stipulated below.

3. The Member Store shall pay the Company any expenses of repair work and other auxiliary services for the pertinent Devices, etc. arising out of Failures, etc. in accordance with standards stipulated separately

4. The Company shall immediately ship a replacement device once notified of Failures, etc. by the Member Store. If the Member Store fails to return the pertinent Devices, etc. by the Return Date designated by the Company, the Member Store will be deemed to have applied for an additional use of the Service and shall pay an additional fee.

If the Company deems it necessary to verify the identity of the Restaurant for the purposes of maintaining the Devices, etc., the Company may require the Restaurant to present or submit an identification document, etc. The Restaurant shall respond to such request in good faith.

Article 10. Limitation on the Use of Devices, etc.

1. Devices, etc. for the Service may be used only in areas where the Service is provided by a method designated by the Company.

2. Use of the Devices, etc. is subject to limitations listed below. The Company will not be liable for any damage incurred by the Restaurant due to such limitations.

(1) As the Devices, etc. use radio transmissions, the use of the Devices, etc. may be restricted depending on radio wave conditions and the location where the Devices, etc. is being used.

(2) The Devices, etc. are precision devices and may fail to operate properly even if used with due

care.

3. In relation to purposes and methods of using the Devices, etc., behaviors that are criminal, illegal, contrary to public policies, or damaging to the Company are prohibited.

Article 11. Notification to the Company

1. The Restaurant shall immediately notify the Company Contact of any problems such as malfunction of the Devices, etc. and failure in connection.

2. The Restaurant shall notify the Company of any severe problem in voice communication via telecommunication facilities, any unexpected event caused by illegal activity of a third-party’, malfunctioning of telephone devices caused by the Restaurant’s negligence, any other unexpected events such as natural calamities, strike, and political decisions, etc., once it takes place. If such problem is not notified for reasons attributable to the Restaurant, the Restaurant will be charged for rental fees for the period affected by such (※ Note: the above terms do not apply if covered by the manufacturer’s warranty)

Article 9. Presentation and Submission of Identification Document, etc.

If the Company deems it necessary to verify the identity of the Member Store for the purposes of maintaining the Devices, etc., the Company may require the Member Store to present or submit an identification document, etc. The Member Store shall respond to such request in good faith.

Article 10. Limitation on the Use of Devices, etc.

1. Devices, etc. for the Service may be used only in areas where the Service is provided by a method designated by the Company.

2. Use of the Devices, etc. is subject to limitations listed below. The Company will not be liable for any damage incurred by the Member Store due to such limitations.

(1) As the Devices, etc. use radio transmissions, the use of the Devices, etc. may be restricted depending on radio wave conditions and the location where the Devices, etc. is being used.

(2) The Devices, etc. are precision devices and may fail to operate properly even if used with due

care.

3. In relation to purposes and methods of using the Devices, etc., behaviors that are criminal, illegal, contrary to public policies, or damaging to the Company are prohibited.

Article 11. Notification to the Company

1. The Member Store shall immediately notify the Company Contact of any problems such as malfunction of the Devices, etc. and failure in connection.

2. The Member Store shall notify the Company of any severe problem in voice communication via telecommunication facilities, any unexpected event caused by illegal activity of a third-party’, malfunctioning of telephone devices caused by the Member Store’s negligence, any other unexpected events such as natural calamities, strike, and political decisions, etc., once it takes place. If such problem is not notified for reasons attributable to the Member Store, the Member Store will be charged for rental fees for the period affected by such problem.

3. The Company shall be held free of any liability for damage arising out of the Member Store’s failure to notify the Company of a problem pursuant to the previous two Paragraphs, unless it is caused by any reason attributable to the Company.

Article 12. Termination

1. The Company may terminate the Agreement forthwith without any peremptory notice if circumstances described in any one of the items below arises to the Member Store. In such cases, the Member Store shall immediately return the Devices, etc. to the Company and compensate for all damage and liabilities arising out of such termination of Agreement. Basic rental fees covering the remaining period during the period of use and compensatory service fees will not be refunded.

(1) The Member Store breaches its obligations set forth in Article 7.

(2) The Member Store carries out any of the prohibited behaviors provided in this Terms.

(3) The Member Store is found to have made any misrepresentation in the process of applying for the Agreement.

(4) The Member Store’s credit status is severely compromised.

(5) The Service Agreement which forms the basis of the Agreement is terminated regardless of the reason.

(6) Any other circumstance wherein the Company deems it difficult to continue the Agreement.

2. Upon the termination of the Agreement pursuant to this Article, the Company may take measures such as suspension of account, removal of software, or blocking of telecommunication line as necessary the Member Store shall be responsible for any damage and liabilities arising out of such termination.

Article 13. Changes to the Service Contents, Terms and Conditions, and Fees

The Company may change the Service contents, the Terms, and rental fees for the Service without prior notice.

Article 14. Prohibited Matters

1. The Member Store shall not attach any item to the Devices, etc. other than accessories permitted by the Company in advance and shall not alter the Devices, etc. or their performance.

2. The Member Store shall not assign, resell, or sub-lease the Devices, etc. and any of its rights it holds in relation to the Company hereunder and shall not infringe any right associated with the Devices, etc.

3. The Member Store shall not use the Devices, etc. other than in the recommended environment specified separately by the Company.

Article 15. Disclaimer

1. The Member Store acknowledges without objections that the Company will not be liable for any accident or damage incurred by the Member Store or a third party arising out of their use of the Devices, etc. for non-intended purposes or out of recommended environment regardless of the reasons.

2. The Company will assume no responsibility for the Member Store’s inability to use the Devices, etc. with their own devices and/or software due to specifications and operational failures of such devices and/or software.

3. The Company will assume no responsibility for guarantee of proper operations or support, etc. of any application, except for support as provided in Appendix “Terms and Conditions for Product Support".

4. The Company will accept no inquiry about data in returned Devices, etc. as the Company will initialize returned Devices, etc. promptly after receiving them.

Article 16. Service Cessation and Suspension

The Company may cease or temporarily suspend the provision of the Service if any one of the following event occurs. In such event, the Company will give prior notice to the Member Store by means deemed appropriate by the Company, unless provision of such notice is not possible for any emergency situation or other compelling reason, if:

(1) communication is disabled due to any failure in telecommunication facilities/services or maintenance work, etc.;

(2) communication is disabled due to any reason attributable to a network operator or application provider;

(3) due to technical reasons or the Company’s operational reason; or

(4) the Company determines that there is any breach of provisions on Prohibited Matters.

Article 17. Governing Law

This Agreement shall be interpreted and governed by laws of Japan.

Article 18. Agreed Jurisdiction

Should it be necessary to file a lawsuit in relation to the Agreement between the Company and the Member Store, the parties hereto acknowledge the agreed exclusive jurisdiction of Tokyo District Court for the first trial.

Article 19. Miscellaneous and Individual Conditions of the Service

If there are individual conditions or agreements associated with the Service that conflicts with provisions of the Agreement, such individual conditions or agreements shall prevail.

【Special Provisions Applicable to the Use of LTE Model】

Article 1. Execution of Agreement

1. If the Member Store wishes to use the LTE model, this Agreement (“LTE Agreement”) shall be deemed executed upon the Company’s approval of the application submitted by the Member Store in a manner separately specified by the Company.

2. LTE Agreement shall be governed by all of the terms and conditions provided in the Terms in addition to the following special provisions.

Article 2. Charges Pertaining to Devices, etc

1. During the period of use of the LTE Model, the Member Store shall pay the Company a rental fee separately stipulated by the Company in a manner specified by the Company separately.

2. Telecommunication agreement pertaining to the LTE Model shall be entered into directly by the Member Store or through the Company. If the Member Store uses any data communication outside the fixed rate package (pay per use data communication), the Member Store shall pay the pay per use data communication fees in full regardless of reasons of using the communication.

3. The Member Store shall not remove the SIM card that is inserted into a device and insert it into and use it with a different device.

4. The Member Store agrees to comply with the rules of the telecommunication company in advance. This includes compliance with the fair usage policy in order to ensure the fair usage of data communication. For the avoidance of doubt, the Company does not provide any warranties regarding areas compatible with the use of the LTE Model or connection speed, etc. and shall not be liable for any suspension or restriction to device connection.

Article 3. Default on Payment

1. The Company is entitled to block connections or terminate the Agreement if the Member Store does not settle any payment by the due date in respect of the Agreement which the Company has issued an invoice during the course of the Service.

2. If the Company takes any measure to block connections pursuant to this Article, the Company shall not be liable for any damages suffered by the Member Store or any third parties in relation thereof.

Enacted: March 13, 2020

Amended: May 30, 2021

[Appendix]

・Terms and Conditions for Product Support 

Appendix: Terms and Conditions for Product Support

Article 1. Product Support

The Company provides the Product Support described in the Appendix chart to the Member Store.

Article 2. Compliance Matters

When using the Product Support, the Member Store shall comply with the following matters:

(1) comply with laws and regulations;

(2) observe provisions of all agreements, and rules and procedures set forth separately by the Company related to the Product Support;

(3) not use the Product Support for illegal purposes;

(4) not use the Product Support in a manner that will harm the Company’s commercial interests (including without limitation posting advertisements without the Company’s permission);

(5) not use the Product Support for a purpose that will have an adverse effect on operations of the Product Support;

(6) not infringe any patent rights, copyrights, trademarks or any other intellectual property rights, rights related to reputation and trust, or any other valid rights or interests of a third party; and

(7) not use the Product Support for a purpose disadvantageous to the Company or in a manner deemed not appropriate by the Company.

Article 3. Modification, Suspension, and Termination of the Product Support

If the following circumstances arise, the Company is entitled to suspend or cease its provision of the Product Support to the Member Store under the Agreement without bearing any liability to the Member Store or a third party. The Company shall bear no responsibility for any damage suffered by the Member Store based on measures taken by the Company pursuant to this Article:

(1) information provided by the Member Store is false, inaccurate, or incomplete;

(2) the Member Store is in breach of the Terms;

(3) the Member Store violates any laws and regulations;

(4) periodic or emergency inspection or maintenance work of systems related to the Product Support must be carried out;

(5) any computer system or communication line etc. is down for any unforeseeable events such as an accident;

(6) provision of the Product Support is prevented by any force majeure events such as fire, power outage, and natural calamity; or

(7) otherwise the Company determines that suspension or cessation is necessary.

Article 4. Early Termination

The Company is entitled to terminate all or part of the Agreement with a 30 days prior notice to the Member Store before expiration of the term hereof.

 

Appendix chart: Services of Product Support