By using HUNGRYY MERCHANT APP [HUNGRYY], the Merchant hereby agrees to be bound by the following terms and conditions.
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, unless the context otherwise requires, the following expressions shall have the following meaning:
1.1.1. “Affiliate” means with respect to any entity, any other entity controlling, controlled by or under common control with such entity. For the purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise;
1.1.2. “Agreement” means this Agreement and any schedules hereto as the same may be amended, varied, modified or supplemented by the parties by agreement in writing from time to time;
1.1.3. “Business Day” means a day where banks open for business in Singapore;
1.1.4. “Commercial Terms and Conditions” means the commercial terms and conditions agreed by the Merchant and available at HUNGRYY APP and HUNGRYY MERCHANT WEBSITE and which is an inseparable part of this Agreement;
1.1.5. “Confidential Information” means any information having been designated in writing to be confidential or proprietary or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary or otherwise by the Disclosing Party to the Recipient and, including any Personal Data as defined in this Agreement, all subscriber information (including viewing patterns, viewing details, quantity, time or duration of usage of equipment or viewing of the content), details (including contact details, telephone numbers, network configuration, location information, billing name, billing amounts, credit history and other payment details), information of a commercial, technical or financial nature relating to this Agreement, the Disclosing Party or any of its Affiliates including all trade secrets, know-how, show-how, patents research, development or technical information, confidential and proprietary product or information, Intellectual Property Rights, business plans, operations or systems, financial and trading positions, details of End Users, suppliers, debtors or creditors, information relating to the officers, directors or employees of the Disclosing Party or any of its Affiliates, marketing information, printed matter, rates and rate tables, contracts, all regardless of form, format or media whether machine readable or human readable, including written, oral or tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items;
1.1.6. “Driver/Rider/Cyclist” means third party individual whose primary role is to bid for and complete HUNGRYY job assignments distributed via the HUNGRYY App;
1.1.7. “Logistic Provider” means third party logistic service provider that cooperate with HUNGRYY or its Affiliates whose primary role is to deliver HUNGRYY PRODUCT-Services distributed via the HUNGRYY App specifically for the Merchants;
1.1.8. “Data Processor” means in relation to Personal Data, any person, other than an employee of the Data User, who processes the Personal Data solely on behalf of the Data User, and does not process the Personal Data for any of his own purposes;
1.1.9. “Data User” means a person who either alone or jointly or in common with other persons processes any Personal Data or has control over or authorizes the processing of any Personal Data but does not include a Data Processor;
1.1.10. “Disclosing Party” means the party from whom the Confidential Information originates and is disclosed to the Recipient;
1.1.11. “End User” means any person or entity that has made a request for food and beverage delivery service through HUNGRYY or retail products delivery service through HUNGRYY, or wholesale products delivery service through HUNGRYY PRODUCT-Services;
1.1.12. “Force Majeure” means any cause beyond a party’s reasonable control affecting the performance by the affected Party of its obligations hereunder including, but not limited to, acts of God, riots or civil disorder, war or military operations, national or local emergency, acts or omissions of government, industrial disputes of any kind (not involving the affected party’s own employees), fire, flood, lightning, explosion, subsidence, inclement weather and acts or omissions of persons or bodies beyond the reasonable control of the said Party;
1.1.13. “Intellectual Property Rights” means all intellectual property rights, including but not limited to rights to patents, rights in circuit layouts, trademarks, service marks, trade names, registered designs, copyrights, and other forms of intellectual property or industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets and confidential information, and any other protected rights and assets and any licenses and permissions in connection therewith, in each case in any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing;
1.1.14. “HUNGRYY App” means a mobile application that functions as an app-based scheduling tool that matches an End User’s request for services to a registered Driver/Rider/Cyclist who is available to provide the service and/or Logistic Provider that is able to deliver HUNGRYY PRODUCT-Services products to End User; HUNGRYY App enables the End User to use Driver/Rider/Cyclist’s services to order food and beverage and to obtain the delivery of or purchase (as applicable) a variety of retail products (e.g. groceries and/or various daily necessities) from the Merchant via HUNGRYY App;
1.1.15. “HUNGRYY PRODUCT-Services” means product of HUNGRYY App which enables the End User to use Driver/Rider/Cyclist and/or Logistic Provider to obtain the delivery of a variety of wholesale products (e.g. groceries and/or various daily necessities) from the Merchant via HUNGRYY App;
1.1.16. “Personnel” means all directors, officers, employees, agents and independent contractors thereof;
1.1.17. “Personal Data” means personal data having the meaning ascribed that are under the control of Data User and in respect of which Data Processor is or is required to provide services for the performance of this Agreement;
1.1.18. “HUNGRYY WALLET” means electronic money issued and managed by HUNGRYY that must be used by the Merchant in any transaction related to HUNGRYY and/or HUNGRYY PRODUCT-Services services;
1.1.19. “MERCHANT” means each merchant who has agreed to enter into a cooperation arrangement with HUNGRYY (whether in writing, verbally or otherwise) to use the HUNGRYY MERCHANT APP and HUNGRRY WALLET as a means for payment for products or services offered or sold by such merchant;
1.1.20. “Services” shall have the meaning given to it under Clause 4;
1.1.21. “Service Fee” shall have the meaning as specified in Clause 6;
1.1.22. “Takeaway Feature” means a feature in the HUNGRYY App (as may be made available by HUNGRYY from time to time) which facilitates Merchant’s takeaway services by enabling Merchant to make available meals for takeaway by End Users themselves, where End Users elect to take up such takeaway option on the HUNGRYY App.
1.1.23. “Term” means the period of this Agreement as specified in Clause 3.1;
1.1.24. “Territory” means Republic of Singapore and its territorial waters; and
1.1.25. “Third Party Claim” means commencement or threatened commencement of any action, suit, proceeding, claim, arbitration, investigation or litigation, whether civil or criminal, at Law or in equity, made or brought by a third party (non-government).
2. ENTIRE AGREEMENT
2.1. This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, inducements or conditions, expressed, or implied, oral or written, except which stated in the attachment.
2.2. The Merchant hereby reads, understands, agrees to the applicable terms of service for transport, delivery and logistics as set out in the following link: https://www.HUNGRYY.com/merchant/policy/terms-merchant, which may be updated by HUNGRYY from time to time (The “Terms of Service”) and are deemed as integral part of this Agreement.
3. TERMS
3.1. This Agreement shall take effect from the date of this Agreement and shall continue in force until terminated in writing by either Party.
4. SCOPE OF SERVICES
4.1. HUNGRYY appoints Merchant, and Merchant agrees to be appointed by HUNGRYY as:-
4.1.1. HUNGRYY’s restaurant partner; and/or
4.1.2. HUNGRYY’s retail partner, and/or
4.1.3. HUNGRYY’s wholesale partner
whereby HUNGRYY is entitled to accept orders on behalf of the Merchant from End User through HUNGRYY APP and/or HUNGRYY PRODUCT-Services (“Services”).
4.2. The Services as provided under Clause 4.1 is limited to:-
4.2.1. referring End User to the Merchant;
4.2.2. accepting orders and payments from End User, according to the method sets by HUNGRYY; and
4.2.3. passing the payment and order from the End User to the Merchant according to the method sets by HUNGRYY, taking into account the agreed Service Fee.
4.2.4. HUNGRYY may carry out changes to Services, or suspend the Services, without notice.
4.2.5. The Merchant hereby agrees to open and maintain HUNGRYY MERCHANT WALLET to facilitate any payment related to HUNGRYY MERCHANT APP. For avoidance of doubt, in relation to the use of HUNGRYY MERCHANT WALLET, Merchant is subject to the terms and conditions of HUNGRYY MERCHANT APP available https://hungryy.com/merchant/terms-merchant
5. PERFORMANCE OF SERVICES
5.1. HUNGRYY’s Obligations
5.1.1. HUNGRYY shall present on the HUNGRYY App the range of
5.1.1.1. food & beverage products offered by the Merchant under HUNGRYY APP, and/or
5.1.1.2. retail products offered by the Merchant under HUNGRYY APP, and/or
5.1.1.3. wholesale products offered by the Merchant under HUNGRYY PRODUCT-Services in HUNGRYY App
for the Merchants, to the extent that it has been communicated to HUNGRYY.
5.1.2. In connection with HUNGRYY, whenever an order is received by HUNGRYY, HUNGRYY will communicate the order details to the Merchant for food and/or beverage preparation. A Driver/Rider/Cyclist will collect the prepared order as a take-away order. Driver/Rider/Cyclist will then deliver the order to the End User.
5.1.3. Also in connection with HUNGRYY, whenever an order is received by HUNGRYY, HUNGRYY will communicate the order details to the Merchant for retail products preparation. A Driver/Rider/Cyclist will collect the prepared order from the Merchant and/or purchase the retail products for End User (as applicable). Driver/Rider/Cyclist will then deliver the order to the End User for products communicated by HUNGRYY for preparation and collected for delivery.
5.1.4. Further in connection with HUNGRYY PRODUCT-Services, whenever an order is received by HUNGRYY, HUNGRYY will communicate the order details to the Merchant for wholesale products preparation. Driver/Rider/Cyclist and/or Logistic Provider will collect the prepared order from the Merchant for the wholesale products for End User. Driver/Rider/Cyclist and/or Logistic Provider will then deliver the order to the End User for products ordered by the End User and collected for delivery.
5.1.5. In order to maintain its reputation for quality and high standard of service, HUNGRYY reserve the right to terminate the relationship with the Merchant if the Merchant repeatedly receives bad reviews or complaints of failure to fulfill delivery order.
5.2. Merchant’s Obligations
5.2.1. The Merchant shall provide HUNGRYY with all information necessary to present the Merchant’s offering. This includes the Merchant’s menu, products, logo, images, prices, and its company identity, which for small businesses includes the owner’s full name and legal address, and for corporations includes the company name, registered address, trade name, authorized signatory and UEN identification number (UEN). Relevant changes are to be communicated to HUNGRYY immediately. The Merchant is required to verify the information published by HUNGRYY and immediately point out any mistakes or inaccuracies. The Merchant shall immediately notify HUNGRYY should there be price changes. For avoidance of doubt, the Merchant’s menu, products, logo, images, prices, and its company identity may be published on HUNGRYY App and other media means (including but not limited to Twitter, Facebook and Instagram).
5.2.2. The Merchant guarantees that information published on HUNGRYY App relating to the Merchant’s offering satisfies all legal requirements, and in particular satisfies information requirements for End User protection. HUNGRYY is not required to publish the Merchant’s offering on HUNGRYY App before all relevant information has been received.
5.2.3. The Merchant guarantees that the information provided by the Merchant does not violate any third party’s Intellectual Property Rights.
5.2.4. The Merchant will process orders with all reasonable care and as soon as they are submitted by the End User. The Merchant is required to keep its advertised food, beverage, and/or retail and/or wholesale products available.
5.2.5. The Merchant guarantees that the retail products, and/or food and/or beverages, and/or wholesale products provided, prepared and sold to End Users, are in good quality and safe for consumption. In the event any retail products, and/or food and/or beverages of the Merchant results in food poisoning, allergies or other effect that will harm the End User, the Merchant will be personally responsible and/or legally liable for such incident and releases and/or indemnifies HUNGRYY from any claim related to such matter.
5.2.6. For HUNGRYY App and HUNGRYY MERCHANT APP, the Merchant is obligated to notify HUNGRYY in no later than 5 minutes if the Merchant is unable to fulfill an order, so that HUNGRYY can notify the End User immediately.
5.2.7. The Merchant agrees to adhere to the range of products and prices as provided to HUNGRYY and as described on the HUNGRYY App.
5.2.8. The Merchant guarantees that the retail products, food and/or beverages offered are of high quality and their storage, production and preparation comply with all relevant retail, restaurant and food safety regulations. If any violations are found by the relevant authorities, the Merchant must notify HUNGRYY immediately.
5.2.9. The Merchant guarantees that it possesses all licenses required by prevailing laws and regulations and that there are no ongoing criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to its business operations.
5.2.10. The Merchant guarantees to take great care to keep up-to-date its range of products, prices and associated terms and conditions.
5.2.11. Pay a penalty fee in the event of the Merchant’s inability fulfill an order in accordance with the Commercial Terms and Conditions.
5.2.12. The Merchant acknowledge and agree that Driver/Rider/Cyclist may batch several orders for trip efficiencies (where applicable).
5.2.13. The Merchant agree that the Takeaway Feature [where applicable] shall apply to all retail products, and/or food and/or beverage and the Merchant shall do all things necessary or desirable to give full effect to the Takeaway Feature at all of the Merchant’s premises listed under the Commercial Terms and Conditions.
6. SERVICE FEE AND ANY PAYMENT OBLIGATION
6.1. In consideration of HUNGRYY’s provision of Services under this Agreement, the Merchant acknowledges that HUNGRYY will impose on the End User a Service Fee added to the Merchant’s retail price. For avoidance of doubt, the Merchant is not allowed to charge any service charge to the End User.
6.2. Payments to and from the Merchant under this Agreement will be administered by the MERCHANT WALLET and HUNGRYY’s authorised payment process service provider as set out in the Commercial Terms and Conditions, and the Merchant grants to HUNGRYY and HUNGRYY’s authorised payment process service provider full power and authority to receive any amounts payable to the Merchant on its behalf and to deduct any amounts payable to HUNGRYY in accordance with this Agreement.
6.3. The Merchant agrees to pay any and all costs and expenses in connection with any payment obligation to HUNGRYY (including for promotion and campaign) in the manner as HUNGRYY may specify from time to time (including but not limited to deduct from the Merchant’s daily transaction in HUNGRYY App, to pay for the Merchant’s outstanding obligation).
6.4. The Merchant hereby agrees to pay and bear any costs (if applicable) such as admin/transfer fees or other fee, in connection with the transfers made by HUNGRYY WALLET or other accounts or payment channels appointed by HUNGRYY, which are intended to make payments to Merchant’s personal account.
6.5. Retail Prices; Taxes.
6.5.1. HUNGRYY App services connect the Merchant with End Users who wish to purchase the Products; as such the Merchant is responsible for determining and setting the retail price for each Product (the “Retail Price”), and the Merchant is responsible for the collection and payment of all applicable taxes, where required under all applicable laws. For the sake of clarity, the Retail Price for each Product excludes separately the applicable tax.
6.5.2. Certain legislation may require HUNGRYY to collect and remit the applicable taxes directly to the taxing authority. HUNGRYY will collect and remit to the taxing authority based on the Product descriptions and additional Information provided by the Merchant. The Merchant hereby authorizes HUNGRYY to collect the applicable tax on the Merchant's behalf based on information provided by the Merchant.
6.6. Pricing
6.6.1. Notwithstanding anything to the contrary in herein, the Merchant may not make any Product available to End Users through the HUNGRYY App at a price that is higher than the price that the Merchant charges in-store for similar Products. The Merchant agrees that the Merchant will not make a Product available under this Agreement at a price higher than the amount the Merchant is charging for similar Products through any comparable platform.
7. OWNERSHIP AND RIGHTS
7.1. Each Party warrants that it is the legal licensee of all Intellectual Property Rights used under this Agreement and free from any infringement or violation of any third-party ownership or intellectual property rights and no other party will claim to have the same ownership of such Intellectual Property Rights.
7.2. All reports, specifications, other similar documents compiled or prepared in the course of this Agreement, including documents, materials produced in respect of the Services and any derivation of any Intellectual Property Rights granted by any Party, pursuant to Clause 7.1, shall be the absolute property of such Party throughout their preparation and at all times thereafter. For the avoidance of doubt, the Intellectual Property Rights subsisting in all reports, specifications and other similar documents set out in this clause shall at all times remain vested in the relevant Party.
7.3. Each Party warrants that it will not use any other Party’s trademark for any marketing activities, including but not limited to promotional activities without prior written consent from the other Party and unless it is conducted based on this Agreement.
8. REPRESENTATIONS AND WARRANTIES
8.1. Either Party warrants that each Party has entered into this Agreement in full reliance of the following representations and warranties:
8.1.1. Each Party has the capacity and power to enter into and perform and comply with each Parties obligation under this Agreement;
8.1.2. This Agreement is a valid and binding obligation and enforceable against each Party in accordance with the terms hereof;
8.1.3. Each Party’s execution of and/or performance of or compliance with its obligations under this Agreement do not and will not violate (i) any laws to which each Party is subject or (ii) any agreement to which each Party is a party or which is binding on each Party or each Party’s assets;
8.1.4. Each Party is not in default of any agreement to which each Party is bound which may materially and adversely affect each Party’s financial condition or each Party’s ability to perform any obligations under this Agreement nor are there any actions, proceedings, claims, investigations, litigation or arbitration pending or threatened against each Party which may have a similar or analogous effect; and
8.1.5. Each Party complies and owns all mandatory licenses under all applicable laws and each person who represents and binds each Party to this Agreement is authorized to represent and to bind each Party.
8.1.6. Either Party warrants that the representations and warranties in this Clause 8 shall continue to be true for so long as this Agreement subsists.
8.1.7. Either Party shall promptly notify the other Party in the event any of the aforementioned representations or warranties is incorrect or become untrue in any way or form.
9. TERMINATION AND SUSPENSION
9.1. Either Party may terminate this Agreement in the event of a material breach by the other Party of this Agreement if the breach is not remedied within two (2) days’ notice thereof by the non-breaching Party.
9.2. Either Party may terminate this Agreement by giving to the other Party not less than thirty (30) days’ written notice prior to the effective date of the termination as specified in the notice.
9.3. At any time, HUNGRYY may, upon giving written notice to the Merchant, immediately terminate this Agreement or temporarily suspend the Services, if:
9.3.1. HUNGRYY suspects that there is any unlawful, illegal and/or fraudulent act committed by the Merchant and/or its employees or agents;
9.3.2. The Merchant repeatedly receives bad reviews or complaints from End Users; or
9.3.3. The Merchant is in violation of any regulations relating to the Products.
9.4. At any time, either Party may, upon giving written notice to the other Party, immediately terminate this Agreement, if the other Party terminates or suspends its business, enters into bankruptcy or insolvency proceedings or winding up proceedings or receivership proceedings or judicial management or other analogous proceedings, or becomes subject to any law, regulation or restriction which prevents such other Party performing its obligations under this Agreement.
9.5. The termination of this Agreement shall not relieve or limit each of the Parties from its obligations, responsibilities and liabilities accruing prior to such termination.
10. INDEMNITY
10.1. The Merchant agrees to defend, indemnify (and keep indemnified) and hold harmless HUNGRYY, its assets, subsidiaries, Affiliates, agents, directors, officers, employees and/or assignees, harmless from and against any claims, damages, costs, judgments, losses or expenses (including reasonable attorneys’ fees), arising in relation to matters outside HUNGRYY’s control, including but not limited to the quality of food and beverage and services provided by the Merchant, as well as the Merchant’s establishment’s or restaurant’s safety or hygiene. The Merchant further indemnifies HUNGRYY from Third Party Claim resulting from any violation of laws and regulations by the Merchant.
10.2. Notwithstanding any other provision herein, it is agreed that neither Party shall be liable to the other Party for any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect or consequential loss or damage suffered or flowing from either Party.
10.3. HUNGRYY cannot guarantee that its Services will be free from any malfunctions or disruptions, but will exercise all reasonable endeavour to resolve any such case.
11. CONFIDENTIALITY
11.1. Each Party shall keep confidential and shall not disclose to any person or use directly or indirectly for its own or any other person’s benefit (other than for the due performance by it of its obligations and rights under this Agreement), any Confidential Information disclosed, made available or otherwise provided to the Receiving Party by or on behalf of the Disclosing Party. This clause shall not apply to any Confidential Information which at the time it is disclosed, made available or otherwise provided by the Disclosing Party, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available otherwise than as a consequence of any breach by the Receiving Party.
11.2. The Receiving Party may disclose Confidential Information to:
11.2.1. its directors and/or employees and/or those authorized by the Receiving Party to receive, to the extent that their duties will require them to have access to such Confidential Information, provided that the Receiving Party shall instruct such directors and/or employees and/or authorized party to treat such Confidential Information as confidential and not use such Confidential Information for any purpose other than the proper discharge by them of their duties; and
11.2.2. its external auditors, lawyers and professional advisers, and the Receiving Party shall ensure that the persons to whom such disclosure is made are contractually bound by the provisions of this clause by the incorporation of corresponding provisions of confidentiality in their employment and other applicable contracts.
11.2.3. These confidentiality obligations shall endure, even after the expiry or termination of this Agreement.
12. PERSONAL DATA
12.1. Both Parties herewith shall comply with their respective obligations as the Data User and the Data Processor as required under all applicable laws and regulations in connection with any Personal Data in relation to this Agreement.
12.2. However the Merchant hereby consents to HUNGRYY sharing Personal Data with HUNGRYY’s authorised payment process service provider and any third parties.
13. FORCE MAJEURE
13.1. Both Parties are released from responsibility to all obligations and delay of work as consequence of Force Majeure. Force Majeure is defined as any extraordinary circumstances which is an unforeseeable, inevitable event and/or beyond reasonable control of the Parties including but not limited to epidemic, natural disaster, war, rebellion, aggression, sabotage, riot of mass, and existence of governmental regulations in monetary affairs which directly influence performance of this Agreement.
13.2. If one of the Party has delayed or is prevented from performing its obligations hereunder as a result of an event of Force Majeure, it shall promptly notify the other Party in writing as soon as possible after the occurrence of such an event of Force Majeure.
13.3. If the Party, who is suffering, does not or neglects to notify the other Party, then in such an event all loss, risks and consequences which may arise shall be the burden and responsibility of the Party who suffered from such Force Majeure.
13.4. If the event of Force Majeure continues for a period exceeding 60 (sixty days) calendar days and both Parties had negotiated in good faith and did not settle on a suitable resolution, then either Party shall be entitled to terminate this Agreement by written notice to the other Party hereto.
14. SEVERABILITY
14.1. The invalidity or unenforceability for any reason of any part of this Agreement shall not prejudice or affect the validity or enforceability of the remainder of this Agreement.
14.2. If further lawful performance of this Agreement or any part of it shall be made impossible by the final judgment or final order of any court of competent jurisdiction, commission or government agency or similar authority having jurisdiction over either Party, the Parties shall forthwith use their reasonable endeavors to agree on amendments to this Agreement so as to comply with such judgment or order.
15. VARIATION
15.1. HUNGRYY reserves the right to modify or amend this Agreement without the Merchant’s consent. However, HUNGRYY shall notify the Merchant of such changes.
15.2. Any terms and conditions of the Merchant are not part of this Agreement unless HUNGRYY expressly agrees to them in writing.
16. ASSIGNMENT
16.1. HUNGRYY may assign all or any part of this Agreement or its rights, interest or obligations at any time to any of its Affiliates which can sufficiently execute the obligations under this Agreement.
17. NOTICES
17.1. All notices, demands or other communications required or permitted to be given or made under this Agreement shall be in writing and delivered personally or sent by email, prepaid registered post or by fax as specified in writing to HUNGRYY.
17.2. A Party who intends to change its address shall inform the other party at latest 3 (three) business days prior to the change.
17.3. Any such notice, demand or communication shall be deemed to have been duly served:
17.3.1. in case of a notice delivered by hand, on the day of actual delivery as evidenced by receipt;
17.3.2. in case of a notice transmitted by facsimile, on the day of transmission as evidenced by receipt of transmission from the sender’s machine (transmission report) stating that the communication has been sent in full without error and received by the recipient;
17.3.3. in case of a notice transmitted by through any text messaging service or email, on the day of the transmission;
17.3.4. in case a notice sent by registered post, 3 days after posting;
17.4. Provided that, any notice given in accordance with the above but received on a day which is not a business day or received after normal business hours at the place of the recipient shall be deemed to have been duly received on the next business day.
18. GOVERNING LAW & DISPUTE SETTLEMENT
18.1. This Agreement is governed and construed under the Laws of the Republic of Singapore.
19. DRIVER/RIDER/CYCLIST AS THE THIRD-PARTY INDEPENDENT CONTRACTOR
19.1. The third-party agreement which stipulates that Driver/Rider/Cyclist agrees to provide food delivery service which food was ordered of the Merchant by the End User shall constitute an independent agreement between the End User and the Driver/Rider/Cyclist which is not an employee or agent of HUNGRYY.
19.2. The third-party agreement which stipulates that Driver/Rider/Cyclist agrees to provide retail product delivery service which was ordered of the Merchant by the End User, shall constitute an independent agreement between the End User and the Driver/Rider/Cyclist which is not an employee or agent of HUNGRYY.
19.3. The third-party agreement which stipulates that Driver/Rider/Cyclist and/or Logistic Provider agrees to provide wholesale product delivery service which was ordered of the Merchant by the End User, specifically HUNGRYY PRODUCT-Services service, shall constitute as an independent agreement between:-
19.3.1. the End User and the Driver/Rider/Cyclist which is not an employee or agent of HUNGRYY, and/or
19.3.2. the Logistic Provider with either End User and/or HUNGRYY PRODUCT-Services Merchant; in this regard HUNGRYY will only provide the platform for services and will not be responsible for any delivery or its processes and the risk involved in using the services of the Logistic Provider.
19.4. HUNGRYY does not provide any transportation services and shall not be held responsible whatsoever for any Driver/Rider/Cyclist’s action, negligence, failure, delay, or rejection, specifically retail and/or food delivery service from the Merchant to the End User.
19.5. HUNGRYY may not and shall not guarantee the safety, reliability, compatibility, or capability of the Driver/Rider/Cyclist during the deliverance of his/her obligation in delivering the retail products, and/or food and/or beverages from the Merchant to the End User. The Merchant shall hold HUNGRYY harmless and discharge HUNGRYY from any and all responsibility, claim, cause, or damage which occurs from the Driver/Rider/Cyclist for their delivery service.
19.6. The Merchant shall not cause the Driver/Rider/Cyclist to assert any claim or interest in, or take any action which may in any way:-
19.6.1. adversely affect the validity or enforceability of HUNGRYY’s Intellectual Property Rights over the HUNGRYY App;
19.6.2. result in the harm or misuse of, bring into disrepute, or adversely affect HUNGRYY’s rights or interest in and to the HUNGRYY App; or
19.6.3. result in obtaining registrations in or otherwise challenge the validity of HUNGRYY’s ownership of or rights in the HUNGRYY App.