DiDi and its affiliates through the application and website named “DiDi Food” provide online applications and related services, which enable customers (hereinafter referred to as the “Customers”) to place orders regarding goods, food and beverages (“Commodities”) to restaurants and order logistics and delivery services (hereinafter referred to as the “Orders”), and arrange such logistics and delivery service opportunities to independent delivery service providers (hereinafter referred to as the “Services”). Such independent delivery service provider who is accessing, browsing or using DiDi Food and DiDi’s relevant websites in order to provide delivery services which includes the delivery of goods, food and beverages to Customer (“Delivery Services”) is hereinafter referred to as the “Delivery Partner”.

DiDi further reserves the right to refuse to provide the Services to the Delivery Partner or to refuse the Delivery Partner’s use of DiDi’s websites, services or applications without any reason.

1. Delivery Partner’s Registration

1.1 To use and register the online Services, the Delivery Partner must download the DiDi Food application software, install it on his or her mobile device, and successfully complete the registration procedures. When registering, the Delivery Partner must ensure all information provided is accurate, complete and valid.

1.2 To complete the registration, Delivery Partner hereby authorizes DiDi to conduct a background check. This verification will be carried out directly by a specialized company contracted by DiDi for such purposes. Only if the resolution of the specialized company is positive, and the Delivery Partner complies with all other requirements, the Delivery Partner will become a registered user of DiDi Food.

1.3 The Delivery Partner acknowledges and agrees that he/she will be responsible for all activity that occurs in the account (“Account”) and agrees to maintain the security and secrecy of the Account username and password at all times.

1.4 The Delivery Partner acknowledges and agrees that once the Delivery Partner becomes a registered user of DiDi Food, a Delivery Partner’s service account of the Company will be opened by default. The default account and password shall be the account and password of the Delivery Partner’s DiDi Food account.

1.5 By registering into DiDi Food, the Delivery Partner, agrees to receive relevant email, phone, push notifications, and SMS from DiDi, and authorizes DiDi to display on DiDi Food his/her profile and contact information including name, telephone, email, and photo, in order to show his/her credibility to Customers and enable Customers and restaurants to contact him or her.

1.6 The Delivery Partner must have full capacity for civil conduct in accordance with the Civil Code. Any minor who is eighteen years old or older shall obtain consent from his/her parent(s) or other legal guardians before applying for the Services.

1.8 DiDi does not require that the Delivery Partner provides services exclusively to DiDi and its Affiliates. The Delivery Partner is free to work for any company or organization (other than for an Anti-Social Forces as defined in clause 21.1) that is not DiDi or its Affiliates, and to conduct any business, including any business of providing a service similar to the Delivery Service as an independent business and obtain income from such business.

2. Services

2.1 Through DiDi Food, the Delivery Partner can enjoy the Services, including but not limited to get Customer’s Order information, and acquire revenue of the delivery fare through DiDi’s fare collecting and settlement service. DiDi collects delivery fares on behalf of the Delivery Partner for any Order for which a Customer makes an online payment. For any such Orders, the Delivery Partner grants to DiDi a limited, irrevocable right and authority to receive the price of the relevant delivery fare from the Customer on the Delivery Partner’s behalf. The Delivery Partner agrees that the Delivery Partner shall have duly received the payment as between the Delivery Partner and the Customer, and the Customer is fully discharged of its obligation to make the payment when the delivery fare is received by DiDi.

2.2 The Delivery Partner will see Orders for Delivery Services that the Customer requests through DiDi Food, and DiDi Food will provide the Delivery Partner with certain information of the Customer, information of the business or restaurant in which the Delivery Partner must pick up the Commodities, the delivery time designated by the DiDi Food, the fare for the delivery, and instructions from the Customer through DiDi Food including the locations of collection and destination of the corresponding Commodities that must be delivered.

2.3 The Delivery Partner acknowledges and accepts that he/she is solely responsible for determining the most effective, efficient and safe procedure to carry out each Delivery Services. The Delivery Partner shall do his/her best efforts to pack and deliver Commodities safely, securely and on time. The Delivery Partner shall be responsible for all loses, pollution or toxic substance related to the Commodities, because of his/her inefficient form to carry out each delivery or for having deficient sanitary measures in the Delivery Box. The Delivery Partner shall be responsible to DiDi, the restaurant and the Customer for overtime deliveries, or if the order is delivered to a wrong address or wrong Customer in accordance with DiDi’s policies that are separately provided by DiDi.

The Company reserves at its sole discretion the right to adjust or cancel the Delivery Partner’s delivery fare or incentives corresponding to a specific Delivery Service, in case of any breach of these Terms and Conditions or any irregularity or illegality attributable to the Delivery Partner during or due to the Delivery Services, including without limitation: (a) if the Delivery Partner fails to correctly complete a Delivery Service; (b) if a technical error occurs; (c) the Delivery Partner fails to complete the Delivery Services within a reasonable time; (d) if the Delivery Partner charges the Customer for any Delivery Services that were not rendered, nor partially or fully completed; (e) the complaint of a Customer; (f) fraud; and (g) theft or abuse of trust.

2.4 The Delivery Partner acknowledges and accepts he/she is solely responsible for ensuring that the sanitary qualities of the Commodities, which means such items are preserved suitably for human consumption and for no reason such items may be transported in vehicles intended for the transport of pesticides, plant nutrients, toxic or dangerous substances, or corrosive cleaning products.

2.5 The Delivery Partner must be properly equipped with the equipment of tools, gear and other necessary materials, including the corresponding expenses, which are necessary to provide the Delivery Services. This equipment may include a DiDi Kit, which might include: Delivery Box, clothes, etc.

2.6 Before accepting any delivery order (“Order Acceptance”), the Delivery Partner may be in waiting-for-order period, during which the Company provides he/she with information service and the order specifications from Customers. According to the real-time online and offline information interaction and effective matching of offline resources through big data analytics, DiDi Food will send the best-matched Order to the Delivery Partner considering the distance and Order information. Cooperation between the Delivery Partner and the Company begins once he/she accepts the requested Order through DiDi Food and ends when the Commodities are delivered to the Customer.

The Delivery Partner, as an independent provider of Delivery Services, shall provide the restaurant with delivery services based on the restaurant’s request for the delivery services.

2.7 The Delivery Partner shall not publicize or disclose any personal information of any Customer or Delivery Partner acquired during the Services to any party, unless for the purpose of, and to the extent of the Services or legally obtained from other sources.

2.8 The Services require the Delivery Partner to submit to the Company certain personal information. The Delivery Partner agrees to maintain accurate, complete, and up-to-date personal information required by DiDi Food. Failure to comply with such obligation may result in the Delivery Partner’s inability to access or use the Services.

2.9 Relationship between the Delivery Partner and the Company is exclusively that of independent service. The Delivery Partner expressly agrees that: (a) these Terms and Conditions are not employment agreements, nor generate any employment relationship or subordination (including from the perspective of labor law, tax law or social security law); and (b) there is no relationship of business association or agent relationship between the Company and the Delivery Partner.

Considering that the relationship between DiDi and the Delivery Partner would not be labor related, DiDi, or any related entity shall have no responsibility/obligation derived from the relationship with the Delivery Partner including labor, social security obligations, unemployment, workers’ compensation or any other benefits which would not be applicable in an independent service provider relationship.

3. Transportation and Delivery Services

3.1 The Delivery Partner acknowledges and agrees that at all times, he/she shall:

i. Hold and maintain a valid driver's license (if applicable), registration and vehicle insurance;

ii. Obtain all the permits and approvals from authority in order to provide Delivery Services to Customers;

iii. Have the appropriate level of training, expertise and experience to provide Delivery Services with due care and diligence;

iv. Provide Delivery Services with professionalism and consistent with the delivery services industry standards;

v. Afford all equipment, tools and other materials, assuming the corresponding expenses, which are necessary to provide the Delivery Services including the DiDi Kit;

vi. Maintain the service quality, the correct delivery of the Commodities, and safe driving;

vii. Maintain proper sanitary measures in order to avoid any loses, pollution or toxic substance in the Commodities; and

viii. Hold and maintain a resident permit which allows the Delivery Partner to conduct business in Japan by providing the Delivery Service as an independent business, if the Delivery Partner is not a citizen of Japan.

The Delivery Partner acknowledges and agrees that the Company reserves the right to refuse to provide the Services to the Delivery Partner or to refuse the Delivery Partner’s use of DiDi’s websites, services or applications if the Delivery Partner fails to meet the above requirements.

3.2 The Delivery Partner acknowledges and agrees that Customers may elect to cancel orders for Delivery Services that have been accepted by the Delivery Partner via DiDi Food at any time prior to Delivery Partner’s arrival at the locations of collection or restaurants.

3.3 The Delivery Partner acknowledges and agrees that the acceptance of an Order constitutes an acceptance to provide the Delivery Service to the restaurant in response to the offer by the restaurant for the same, and that the acceptance creates a direct business relationship between the Delivery Partner and the restaurant. Delivery Partner shall have the sole responsibility for any obligations or liabilities to Customers, restaurants or any other third parties that arise from the provision of Delivery Services.

4. Commitments and Warranties

4.1 The Delivery Partner shall comply with the following standards for delivery:

i. fulfill any mandatory requirement to be a qualified Delivery Partner prescribed by any applicable law and regulation;

ii. do not use the Delivery Kit with other brands;

iii. valid driver’s license (if applicable);

iv. civil liability insurance policy for damages against third parties;

v. wear helmet and protections as required by national and local laws and regulations;

vi. has good driving behavior;

vii. has average native speaker’s Japanese language skill;

viii. has no dangerous driving record;

ix. has no drunk driving record;

x. has no drug addiction record;

xi. has no history of illness that may put Customers’ and other Delivery Partners’ safety at risk;

xii. has no major traffic accident within 3 years; and

xiii. understands foreign languages as a plus (for simple conversation).

The following diseases or actions could put the Customers’ and other Delivery Partners’ safety at risk; provided that any diseases or actions in iii to vii, and ix could pose such risk if they present symptoms that may prejudice the driver’s ability of recognition, projection, judgment and operation necessary for driving a vehicle:

i. Organic heart disease with recurrent syncope;

ii. Epilepsy;

iii. Meniere’s syndrome;

iv. Vertigo;

v. Hysteria;

vi. Parkinson’s disease;

vii. Mental illness;

viii. Dementia as defined in Article 5, Paragraph 2 of the Long-Term Care Insurance Act;

ix. Nervous system diseases that affect limb exercise;

x. Taking or injecting drugs, taking dependent psychotropic drugs for a long time and becoming addicted, and not giving them up;

xi. Any other matter prescribed by national laws and regulations or local implementation measures or circulars as affecting the drivers’ ability to safely drive a vehicle.

4.2 The service vehicle shall meet the following standards:

For Car and Motorcycle,

i. Contain the Delivery Box, which shall be dry, clean, smooth, corrosion resistant, waterproof, non-toxic, in good conditions and can be easily cleaned;

ii. The Delivery Partner shall legally occupy the registered vehicle;

iii. Have a valid driver's license, registration, and vehicle insurance;

iv. Vehicle body is clean and dust-free, without damage or obvious scratches;

v. Vehicle license plate is clear;

vi. No advertisement stickers, accessories, pendants or other ornaments;

vii. The glass of the vehicle shall be film-mounted;

viii. Certificates and parts of the vehicle are complete;

ix. Any other matter prescribed by applicable laws and regulations.

For Bike Delivery,

i. Contain the Delivery Box, which shall be dry, clean, smooth, corrosion resistant, waterproof, non-toxic, in good conditions and can be easily cleaned;

ii. Bike body is clean and dust-free, without damage or obvious scratches;

iii. No advertisement stickers, accessories, pendants or other ornaments;

iv. Any other matter prescribed by applicable laws and regulations.

4.3 It is the Delivery Partner’s duty to keep all mobile device hardware or software upgraded to fit the then current requirements of DiDi Food. The Company is not responsible for any problem that may arise when the Delivery Partner uses any non-latest updated version of DiDi Food or/and use DiDi Food on any mobile device which does not reach the then current relevant requirements of DiDi Food. The Delivery Partner agrees that the Company can update the requirements of the mobile phone hardware and software of DiDi Food from time to time.

4.4 By using the Services, the Delivery Partner also agrees to the following:

i. the Delivery Partner will use the Services or DiDi Food in good faith;

ii. the Delivery Partner will use the Services or DiDi Food only for personal use and will not resell to any third party;

iii. the Delivery Partner will not use the Services or DiDi Food for any illegal purpose;

iv. the Delivery Partner will not use the Services or DiDi Food to harass or obstruct others or cause inconvenience to others;

v. the Delivery Partner will not affect the normal operation of the network;

vi. the Delivery Partner will not attempt to damage the Services or DiDi Food; and

vii. the Delivery Partner will comply with all applicable laws of the country, prefecture and/or city in which the Delivery Partner uses the application or the Services.

5. Service & Cooperation Fee

5.1 For each delivered order, DiDi has a pricing mechanism which calculates the revenue of the Delivery Partner with an algorithm taking into consideration of difficulty of fetching and delivering Commodities, distance from restaurants to Customers, and other relevant factors.

5.2 In consideration of the provision of the Services by DiDi, the Delivery Partner agrees to pay DiDi a service fee (“Service Fee”). The Service fee will otherwise be agreed by DiDi and Delivery Partner, and may be subject to adjustments related to incentives, discounts, reimbursable expenses and similar items that should be agreed between the Parties from time to time.

5.3 The Delivery Partner agrees that the Company can make settlement with him/her regularly or irregularly for the aforesaid Service Fees based on the settlement rules issued and updated by DiDi from time to time. Delivery Partner further acknowledges and agrees that DiDi may contract a third party that will, on the Company’s and Delivery Partner’s behalf, collect fees related to the Delivery Services from Customers.

5.4 The Delivery Partner acknowledges and agrees that it shall be responsible for any applicable taxes on its own income arising from the Order or any other fare, fee or income obtained by the Delivery Partner from Delivery Services, including but not limited to Consumption and Local Consumption Taxes, Income Tax and any applicable taxes, fees and contributions on both national and local levels in accordance with relevant tax Laws in Japan. The Delivery Partner shall be responsible for the obligations of filing and remittance of the above applicable taxes in accordance with the relevant tax Laws in Japan. In addition, DiDi reserves its right to withhold any relevant taxes from any amounts payable to the Delivery Partner under this Agreement, pursuant to Japanese tax laws and regulations.

5.5 The Delivery Partner acknowledges that any and all invoices that the Customer may require for the Delivery Service shall be issued by the Delivery Partner as required by applicable laws or regulations in order to comply with Japanese tax requirements. Although DiDi may facilitate Delivery Partners to issue invoices, DiDi shall not be responsible for the issuance of any invoice required by the Customer for the Delivery Service rendered, and shall not be liable for any error or failure to deliver the relevant tax invoice.

5.6 The Delivery Partner’s telecommunication services and related fees, which may be incurred when using DiDi Food, are provided and charged by the telecommunication operators, not by DiDi and shall be borne by the Delivery Partner himself/herself.

6. Service Guarantee

6.1 When the Delivery Partner accepts Orders for Delivery Service from the Customer, the Delivery Partner should be responsible for the service quality, the correct delivery of the Commodities and safe driving according to the provisions of these Terms and Conditions and applicable laws in his/her jurisdiction.

6.2 The Delivery Partner acknowledges and accepts he/she is solely responsible for all loses, pollution or toxic substance of the Commodities because of his/her inefficient form to carry out each delivery or for having bad sanitary measures in the Delivery Box.

6.3 The Delivery Partner shall be responsible for overtime deliveries, or if the order is delivered to a wrong address or wrong Customer.

6.4 In case of any tort damage caused to any third party due to the Delivery Partner’s fault, the Delivery Partner shall bear the corresponding compensation liability. In case of any tort damage caused due to the Delivery Partner’s fault, or any loss caused to the Company due to the Delivery Partner’s breach of these Terms and Conditions, the Company has the right to claim compensation from the Delivery Partner.

6.5 The Delivery Partner acknowledges that there is no subordinated or labor related relationship between the Delivery Partner and DiDi or any of its affiliates derived from any and all of the activities performed by the Delivery Partner to which these Terms and Conditions apply, as defined under the applicable Japanese labor, social security and tax laws and regulations.

7. The Delivery Partner’s Liability for Breach

7.1 The Delivery Partner shall provide the Delivery Services in accordance with the agreed service standards and applicable laws in Japan. The Delivery Partner shall perform the Delivery Services in good faith, and shall not:

i. disclose any inaccurate or incomplete information;

ii. disclose Customer’s information;

iii. cancel the Delivery Service once accepted;

iv. subcontract the provision of the Delivery Service to a third party or use a third party to provide the Delivery Service;

v. substitute the delivery partner or vehicle without permission;

vi. drop the Commodities in a wrong location or for a wrong Customer;

vii. deliberately detour;

viii. illegally charge fees;

ix. perform off-line delivery services;

x. ask for unreasonable costs or tips from Customers, or ask for delivery fees or the price for the food except when instructed to do so by DiDi Food;

xi. revenge on the Customer who complained his/her service or Commodities quality or made unsatisfactory comment on his/her service;

xii. insult the Customers or the restaurant employees;

xiii. open Customer’s Commodities without prior permission of the Customer;

xiv. commit dishonest or fraudulent conducts for the purpose of obtaining a higher performance or any financial advantage through the use of DiDi Food;

xv. be in any physical altercations with Customers, or commit any illegal acts, such as fight, brawl, burglary, robbery and obscenity.

Any conduct prescribed in i) to xiv) (inclusive) is hereafter referred to as a “Wrongful Act”.

7.2 If the Delivery Partner conducts any Wrongful Act, the Delivery Partner shall be deemed as having breached these Terms and Conditions no matter the Customer, the third parties and/or the restaurants makes complaints or not, and the Company has the right to terminate the cooperation with the Delivery Partner as the case may require. The Company has the right to require the Delivery Partner to make full compensation for the loss caused due to the Wrongful Act.

7.3 After an Order Acceptance, the Delivery Partner shall not cancel the Order, reject providing Delivery Services to the Customer, or induce or force the Customer to cancel the Order (hereinafter referred to as the “Cancellation after Order Acceptance”), unless the vehicle is inappropriate to function, or any other rightful reason based on existing laws or regulations of the Delivery Partner’s jurisdiction; otherwise, any cancellation by the Delivery Partner shall constitute “Wrongful Cancellation”. The Delivery Partner agrees and authorizes the Company to monitor the data concerning the Cancellation after Order Acceptance. Wrongful Cancellation shall be judged from time to time at DiDi’s sole discretion that whether the Wrongful Cancellation shall be deemed as a breach of these Terms and Conditions, and DiDi may take such measures as it deems appropriate from time to time against the Delivery Partner for a Wrongful Cancellation, in addition to measures that are available under the Terms and Conditions.

7.4 If the Delivery Partner violates any agreement which is entered into with DiDi or its affiliates, the Company may at its sole discretion terminate these Terms and Conditions with the Delivery Partner as the case may require.

7.5 The Delivery Partner agrees to indemnify the Company and the Company’s officers, directors and employees, immediately on demand, against all claims, liability, damages, costs and expenses, including legal fees, arising out of any breach of these Terms and Conditions entered into between the Delivery Partner and DiDi or any other liabilities arising out of Delivery Partner’s use of DiDi Food.

The Delivery Partner acknowledges and agrees that, at the conclusion of any Delivery Service, DiDi Food may request the Customer to evaluate such Delivery Service and, optionally, provide comments or opinions about the Delivery Partner in relation to such Delivery Service.

To continue having access to DiDi Food as a Delivery Partner, the Delivery Partner must maintain an average rating that exceeds the minimum acceptable average value that DiDi Food establishes for that country or territory, average which may be updated by DiDi Food ("Minimum average rating"). The average rating is intended to reflect the Customer’s satisfaction with the Delivery Services that the Delivery Partner provides, as well as the degree of compliance that the Delivery Partner achieves with respect to the policies or recommendations provided by DiDi Food in advance. If the Delivery Partner average valuation falls below the minimum average valuation, DiDi Food will notify the Delivery Partner of this fact and may assign a limited period to increase the Delivery Partner’s average valuation above the minimum average valuation. If the Delivery Partner fails to increase his/her average rating above the minimum average valuation within the established period (if applicable), DiDi Food reserves the right to deactivate the Delivery Partner access to the Service.

In addition, the Delivery Partner acknowledges that his/her continued non-acceptance of Orders for Delivery Services made by Customers while being online generates a negative impact to the services provided by DiDi Food, and that the Delivery Partner may be logged out if it has not accepted any Delivery Service while being online,.

8. Liability for Cheat

Any behavior from the Delivery Partner of obtaining monetary incentive or other benefits through any form of scalping or cheating behavior may violate applicable laws and regulations, and the Company will severely resist or boycott such behaviors according to applicable laws and regulations, and other relevant rules of DiDi Food issued and updated from time to time by DiDi. The Delivery Partner shall undertake the liabilities for such scalping or cheating behavior, and such behavior is deemed as a breach of these Terms and Conditions. Besides, the Company reserves the right to file a lawsuit.

9. Suspension and Termination

9.1 The Company will determine, at its own discretion, whether there has been a breach of these Terms and Conditions through Delivery Partner’s use of DiDi Food. When a breach of these Terms and Conditions has occurred, the Company may take such action as it deems appropriate.

9.2 A breach of these Terms and Conditions may result in the following actions:

i. issue a warning;

ii. disclose relevant information to authorities;

iii. immediately, temporarily or permanently suspend and/or withdraw of Delivery Partner’s right to use DiDi Food;

iv. file legal proceedings against the Delivery Partner for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; or

v. take further legal action against Delivery Partner.

10. Local Regulatory Restrictions

DiDi Food does not direct or lead any person in any jurisdiction where (because of nationality, residence or otherwise) the access to or availability of DiDi Food is prohibited, or which would be subject to any restriction, including registration or other requirements within such jurisdiction, to act illegally. DiDi reserves the right to limit access to DiDi Food to any such person. Persons who access DiDi Food do so on their own initiative and are responsible for compliance with applicable local laws and regulations. DiDi will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use by a person in a jurisdiction where the access to or availability of DiDi Food is prohibited or subject to any restrictions. If there is any doubt, the Delivery Partner should seek independent legal advice.

11. No Warranties

11.1 DiDi and its affiliates provide, and Delivery Partner accepts, the Services on DiDi Food and DiDi’s relevant websites on an "as is" and "as available" basis. DiDi and its affiliates do not represent, warrant or guarantee that Delivery Partner’s access or use of the Services or DiDi Food will be uninterrupted or error free or will result in any acceptance of Orders. DiDi and its affiliates function as a mobile application which enable Delivery Partners or Customers to provide or request and receive Delivery Services, and make no representations, warranties or guarantees as to the actions or inactions of Delivery Partners or Customers, and DiDi and its affiliates do not screen or otherwise evaluate Customers. By using the Services and DiDi Food, Delivery Partner acknowledges and agrees that Delivery Partner may be introduced to a third party that may pose harm or risk to him/her or other third parties. The Delivery Partner is advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Services or DiDi Food. DiDi does not represent, warrant or guarantee safety of any items provided to the Delivery Partner for Services. DiDi and its affiliates expressly disclaim all liability for any act or omission of any Delivery Partner, Customer, restaurant or any third party.

11.2 Except as expressly set out in these Terms and Conditions, all warranties, conditions and representations expressed or implied by statute or otherwise indicated by DiDi (including, without limitation, warranties as to satisfactory quality, fitness for purpose or skill and care) are hereby excluded by this article if permitted by law.

12. Limitation of DiDi’s Responsibility

12.1 Information and Services recommended to the Delivery Partner on DiDi’s websites or DiDi Food, is for the Delivery Partner’s reference only. DiDi will use reasonable endeavor to ensure the accuracy of such information, provided that DiDi does not warrant that such information is free from any error, defect, malicious software or virus.

12.2 DiDi shall not be liable for any damage resulting from the use of (or any inability to use) DiDi’s websites or DiDi Food. In addition, DiDi shall not be liable for any damage resulting from the use of (or any inability to use) the electronic communication tools of DiDi’s websites or DiDi Food, including, without limitation, any damage caused by transmission failure, internet malfunction or delay of electronic communication, interception or manipulation of electronic communication by a third party or computer program used for electronic communication and virus transmission, power failure, strikes or any other labor dispute, riot, insurrection, upheaval, earthquake, fire, flood, storm, explosion, war; government act, order from judicial or administrative authorities, or any other force majeure event or third party omission.

12.3 DiDi shall not be liable for any indirect, special, consequential or punitive damages, including lost profits, lost data, personal injury, or property damage related to, or otherwise resulting from any use of the Services, regardless of the negligence (either active, sole, or concurrent) of DiDi, even if DiDi has been advised of the possibility of such damages.

12.4 DiDi does not guarantee the accuracy, completeness, adequacy and reliability of the information and content contained on DiDi Food or DiDi’s websites, including but not limited to texts, pictures, data, opinions, webpages or links, despite its efforts to provide accurate and exhaustive information to the extent possible. DiDi disclaims any liability to any error or omission, nor make any express or implied warranty.

13. Authorization and License

13.1 Subject to the Delivery Partner’s compliance with these Terms and Conditions, DiDi grants to the Delivery Partner a limited, non-exclusive and non-transferable license to download and install a copy of the applications on a single mobile device that the Delivery Partner owns or controls to run such copy of the applications solely for the Delivery Partner’s own personal use.

13.2 The Delivery Partner shall not: (1) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the services or applications in any way; (2) modify or create derivative works based upon the Services or applications; (3) create Internet “links” to the Services, or “frame” or “mirror” any application on any other server or wireless or Internet-based device; (4) reverse engineer or access the applications in order to design or build a competitive product or Service, design or build a product using similar ideas or graphics to the Services or applications, or copy any ideas, features, functions or graphics of the Services or applications; or (5) launch an automated program or script, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services or applications.

13.3 Furthermore, the Delivery Partner shall not: (1) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (2) send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material violating third party’s privacy rights; (3) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (4) interfere with or disrupt the integrity or performance of DiDi’s websites, applications or Services or the data contained therein; or (5) attempt to gain unauthorized access to DiDi’s websites, applications, Services or related systems or networks.

13.4 DiDi shall have the right to investigate, and bring a lawsuit for, any non-compliance set forth above to the fullest extent permitted by law. DiDi may participate in, and assist law enforcement authorities with, lawsuits against any Delivery Partner in breach of these Terms and Conditions. If DiDi finds that any content breaches these Terms and Conditions or otherwise prejudices DiDi’s websites, DiDi Food and/or the Services or applications therein, DiDi reserves the right to delete, or prohibit access to, such content at any time without further notification.

14. Intellectual Property Policy

14.1 DiDi and its affiliates own the intellectual property rights of all content distributed on DiDi Food (other than content generated by Customers and restaurants), including, without limitation, software provided and related products or Services, and such intellectual property rights are protected by laws. The absence of a statement of ownership in certain content does not constitute the failure of DiDi to be entitled thereto or to assert the rights thereto, and the Delivery Partner shall respect the legitimate rights and interests of the rights holder and lawfully use such content in accordance with laws, regulations and the principle of good faith.

14.2 Without the written consent of DiDi, the Delivery Partner shall not use, make copies of, modify, take extracts from, disseminate, bundle with other products for use or sale, link or transmit via hyperlink, store in an information retrieval system or use for any other commercial purposes any part of the aforesaid software, products, services, information or words in any way for any reason, except for (i) downloading or printing for non-commercial personal use, provided that no modification shall be made thereto and the statement of copyright or other ownership contained therein shall be retained or (ii) accessing and using DiDi Food and DiDi’s relevant websites in accordance with these Terms and Conditions.

14.3 Trademarks and logos (hereinafter collectively referred to as the “Trademarks”) used and displayed in such software shall be the registered and unregistered Trademarks of DiDi and its affiliates in delivery industry and other related fields and protected by laws. No person shall use any content of such software, “DiDi”, “DiDi Chuxing”, “DiDi Food” and similar names as well as related Trademarks in any manner without the written consent of DiDi.

14.4 If the Delivery Partner prints off, copies, downloads, modifies or links any part of the content available via the websites or the applications in breach of these Terms and Conditions, the Delivery Partner’s right to use the Company websites and applications may be ceased immediately and the Delivery Partner must, at the Company’s discretion, return or destroy any copies (electronic or otherwise) of the materials the Delivery Partner have made.

15. Confidentiality

15.1 The Delivery Partner acknowledges and agrees that in the performance of the Delivery Services he/she may have access to or may be exposed directly or indirectly, to confidential information ("Confidential Information"). Confidential Information includes DiDi´s and its affiliates Data, personal information (including without limitation, information of Delivery Partners and Customers), restaurants information, package information, DiDi marketing and business plans, financial, technical, operational and such other non-public information (whether disclosed in writing or verbally), therefore, the Delivery Partner acknowledges and agrees not to disclose Confidential Information to any third party and shall return or destroy all Confidential Information, upon the termination of this Terms and Conditions or at DiDi´s request.

16. Third Party Links, and Services

16.1 While using relevant websites and applications, DiDi may from time to time provide the Delivery Partner with links to websites owned and controlled by third parties to facilitate the Delivery Partner’s communication with, purchase products or services from, or participate in promotional activities offered by, such third parties. By clicking such links, the Delivery Partner will leave DiDi’s websites or DiDi Food and visit websites hosted by such third parties which are beyond DiDi’s control and have formulated their own terms, conditions and privacy policies. Therefore, DiDi shall not be responsible for the content and activities of such websites, nor shall DiDi assume any obligation. The Delivery Partner shall fully understand the content and activities of such websites and solely bear the legal liability and risks arising from the Delivery Partner’s browsing or access to such websites.

17. Term

17.1 These Terms and Conditions will begin its effects since the date on which the Delivery Partner agrees to its content (either electronically or in any other way) and will continue to be in effect until its termination in accordance with the provisions contained in this Terms and Conditions.

17.2 Each of the parties may terminate this agreement: (a) without the need to present any reason with a seven (7) days’ notice in writing to the other party; (b) immediately, without notice, for substantial breach of these Terms and Conditions; (c) immediately, without notice, in case of bankruptcy or declaration of insolvency of the other party.

In addition, the Company may terminate this agreement if the Delivery Partner:

i. is no longer able to provide the Delivery Services pursuant to the applicable law, rules and/or policies of DiDi Food or the Company to provide delivery services or to operate means of transportation;

ii. is indicted for an offense or crime;

iii. violates or breaches the Terms and Conditions, policies or guidelines of the Company;

iv. at DiDi’s sole discretion, if the Delivery Partner abuses DiDi Food, the Services or DiDi’s websites; or

v. as otherwise provided in the Terms and Conditions.

17.3 Even if DiDi terminates these Terms and Conditions, the Delivery Partner will continue to be responsible for any damage or harm that might derive from such breach.

18. Force Majeure

18.1 In case of a force majeure event, the affected party may temporarily suspend the performance of its obligations hereunder until the effect of such force majeure event ceases and shall bear no liability for breach of contract; provided, however, that such party shall use its best efforts to resolve such event and mitigate losses. Force majeure means any unforeseeable or unavoidable (even if foreseeable) event beyond the control of the parties which prevents, affects or delays a party’s performance of all or part of its obligations hereunder. Such events include but are not limited to earthquakes, wars, modification of government laws, regulations and policies, computer viruses, hacker attacks or suspension of services provided by telecommunication agencies.

19. Miscellaneous

19.1 If certain terms of these Terms and Conditions are held to be invalid, but the other terms are able to remain valid and the enforceability thereof is not affected, DiDi shall determine whether to continue to perform such other terms.

19.2 DiDi may give a notice by posting a general notice on its websites and/or DiDi Food or by sending an e-mail or text message to the e-mail address or mobile phone number registered in the Delivery Partner’s account information. DiDi may amend these Terms and Conditions by posting the notice of the amendment on its websites or otherwise by making Delivery Partners informed of the notice. The notice shall include the effective date of the amendment and the amended terms, and the amendment shall take effect on the effective date specified in the notice.

19.3 The Delivery Partner shall not assign any rights under these Terms and Conditions without DiDi’s prior written consent.

19.4 These Terms and Conditions have been drafted in Japanese.

20. Other Applicable Terms

These Terms and Conditions refer to the following additional terms, which also apply to the Delivery Partner’s use of the Company websites, content, products, Services and applications and which, by using, the Delivery Partner agrees to comply with:

i. The Privacy Policy of DiDi Food sets out the terms on which personal data collected or provided and other information from the Delivery Partner shall be treated.

ii. Other rules and policies published by DiDi Food on its website or on its application.

21. No Anti-Social Forces.

21.1 Each party represents and warrants that:

i. It is not an organized crime group (boryokudan, as defined Article 2, Item 2 of the Act on Prevention of Unjust Acts by Organized Crime Group Members (the “Act”)) or a member of an organized crime group (boryokudanin, as defined in Article 2, Item 6 of the Act), a sub-member of an organized crime group (boryokudan jun koseiin), a corporation related to an organized crime group (boryokudan kankei kigyo), a corporate racketeer (sokaiya), an advocate of social causes (shakai undo to hyobo goro), a special intelligence organized crime group (tokushu chino boryoku shudan), or a group or an individual who regularly commits violent tortious acts (as defined in Article 2, Item 1 of the Act) by violent or fraudulent means, or who commits such acts regularly to achieve its own end (collectively “Anti-Social Forces”);

ii. None of its representatives, officers, and major employees (regardless of the types of employment or contact) is an Anti-Social Force;

iii. Any major member, or anyone who is deemed to control its management is not an Anti-Social Force;

iv. No Anti-Social Force is involved in its management either directly or indirectly;

v. It does not, and will not improperly uses an Anti-Social Force with the aim of gaining illicit profits for itself or for a third party, or causing damage to any third party;

vi. It does not, and will not provide money or convenience to an Anti-Social Force; and

vii. any of its representatives, officers or persons who are substantially involved in its management has a socially condemnable relationship with an Anti-Social Force.

21.2 Neither DiDi nor the Delivery Partner shall conduct any of the following acts either by itself or through a third party:

i. Violent demand, as defined in Article 9 of the Act against DiDi or any third party;

ii. Unreasonable demand against the other party or any third party that exceeds legal responsibility;

iii. Threatening behavior or use of violence against the other party or any third party;

iv. An act of using of fraudulent means or force to tarnish the credit of the other party or any third party, or to interfere with the business of a third party; and

v. An act of commencing or maintaining a transaction with an Anti-Social Force without obligation imposed by law.

21.3 Each party shall cause any of the following parties (“Subcontractors”) to comply with the provisions in clauses 21.1 and 21.2:

i. Any third party who acts as an agent or intermediary for any agreement regarding transactions between DiDi and the Restaurant (“Related Agreements”);

ii. Any party to a Related Agreement; and

iii. Any contractor or subcontractor for any of the third parties prescribed in clauses 21.3(i) and (ii).

21.4 Each party shall inform the other party of any misrepresentation or breach of clause 21.1 or 21.2 by it or its Subcontractors immediately upon it is advised of such misrepresentation or breach.

21.5 Each party shall have right to conduct investigations to check the compliance by the other party and its Subcontractors with the provisions of clauses 21.1 and 21.2, and the other party shall cooperate for the investigations and shall produce documents necessary for the investigations.

21.6 Each party may terminate all or part of any and all of the agreements entered into between the parties without affording any cure period if the other party or its Subcontractor is in breach of any of the provisions in clause 21.1 or 21.2. In addition, each party may request the other party to take measures necessary to exclude the Anti-Social Forces.

21.7 Each party shall not claim damages or reimbursement of expenses for whatever nature caused in connection with the termination of the agreements by the other party or measures requested to exclude the Anti-Social Forces pursuant to clause 21.6.

21.8 Each party may claim damages to the other party, if it is prejudiced by terminating the agreements between DiDi and the Restaurant according to clause 21.6.

22. Governing Law

THESE TERMS AND CONDITIONS SHALL BE GOVERNED BY THE APPLICABLE LAWS OF JAPAN. THE PARTIES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE TOKYO DISTRICT COURT AS A COURT OF FIRST INSTANCE FOR ANY DISPUTE THAT MAY ARISE FROM THESE TERMS AND CONDITIONS. THE DELIVERY PARTNER HEREBY EXPRESSLY AND IRREVOCABLY WAIVE ANY OTHER JURISDICTION HE/SHE MAY BE ENTITLED TO PURSUANT TO HIS/HER RESPECTIVE CURRENT OR FUTURE DOMICILES.

23. Survival

Even if these Terms and Conditions are terminated or annulled, the clauses regarding liabilities for breach, intellectual property, confidential obligation of the Delivery Partner, governing law and jurisdiction shall survive.

Enacted: January 1, 2020