Terms of Use in relation to the YYCircle Application

Section A (General Terms)

1.Introduction

1.1.By accessing the Platforms or using our Service or other related products or services from us (both as defined below), you agree to be bound by these terms of use (“Terms of Use”) in addition to the terms of any of written agreements entered into between us and yourself in relation to the relevant Service and/or services provided by the Platforms. If you do not accept all of these Terms of Use, then you may not use the Service in part or in its entirety.

1.2.YY CIRCLE (SG) PTE. LTD. (“YYLIFE”) IS A COMPANY WHICH PROVIDES A PLATFORM FOR USERS TO OBTAIN OR PROCURE PRODUCTS AND SERVICES SUPPLIED BY A THIRD PARTY PROVIDER. YYLIFE’S ROLE IS MERELY TO LINK THE USER WITH SUCH THIRD PARTY PROVIDER. YYLIFE IS NOT RESPONSIBLE FOR THE ACTS AND/OR OMISSIONS OF ANY USER OR THIRD PARTY PROVIDER, AND ANY LIABILITY IN RELATION TO SUCH SERVICES SHALL BE BORNE BY THE RELEVANT USER OR THIRD PARTY PROVIDER. THIRD PARTY PROVIDERS SHALL NOT REPRESENT TO BE AN AGENT, EMPLOYEE OR STAFF OF YYLIFE AND THE SOLUTIONS PROVIDED BY THIRD PARTY PROVIDERS SHALL NOT BE DEEMED TO BE PROVIDED BY YYLIFE.

2.Definitions

In these Terms of Use, the following words shall have the meanings ascribed below:

“applicable law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or governmental authorities and all orders and decrees of all courts and arbitrators;

“Application” means the “YYCircle” mobile application(s) made available for download by YYLife (or its licensors) to Users and Third Party Providers respectively;

“Content” means, generally, data, text, files, information, screen names, profiles, images, graphics, photographs videos, video clips, audio, sounds, musical works, works of authorship, applications, links and hyperlinks;

“Master Service Agreement” means a master service agreement which may be entered into between certain Users and YYLife from time to time;

“Personal Data” is any information which can be used to identify you or from which you are identifiable. This includes but is not limited to your name, gender, date of birth, contact information, residential address, bank and credit card details, image, and vehicle information;

“Platforms” means the Application and any website owned or operated by YYLife that Users can use to request or access Solutions;

“Privacy Policy” means our privacy policy accessible from the Platforms as amended from time to time;

“Service” means the linking of Users to Third Party Providers through the Application, Platforms and/or Software;

“Solutions” means the products or services provided by Third Party Providers through the following features in the Platforms (each a “Solution”):

(a)Ad-Hoc Jobs – a feature allowing Users, which are businesses and which have entered into written agreements with YYLife (which may include the Master Service Agreement) with respect to the provision and access of such Solution, to engage Third Party Providers for ad-hoc temporary work as independent contractors;

(b)AI Job Matching – a feature allowing Users, which are businesses and which have entered into written agreements with YYLife (which may include the Master Service Agreement) with respect to the provision and access of such Solution, to be matched with Third Party Providers who are candidates in respect of potential employment opportunities (i.e Third Party Providers looking to be hired as an employee instead of an independent contractor);

(the Ad-Hoc Jobs Solution and the AI Job Matching Solution, collectively, the “YYJob Solutions”)

(c)Yummy Food – a feature allowing Users to purchase food and beverage offerings from Third Party Providers who are licensed eating establishments, including obtaining food delivery services from Third Party Providers who provide such delivery services;

(d)YYPromotions – a feature allowing Users, which are businesses and which have entered into written agreements with YYLife (which may include the Master Service Agreement) with respect to the provision and access of such Solution, to post advertisements on promotions with respect to goods and services provided by themselves; and

(e)any other features which YYLife may make available from time to time;

“Third Party Provider” means the third parties acting as independent contractors who provide the relevant Solutions to Users through the Service, and more specifically:

(a)in relation to Ad-Hoc Jobs, independent contractors who apply to perform ad-hoc work such as assisting in roadshows or being waitstaff at banquet;

(b)in relation to AI Job Matching, individuals applying to be considered for employment opportunities (instead of independent contractor roles) advertised on the Platforms;

(c)in relation to Yummy Food, licensed eating establishments or persons providing food delivery services;

“User”, means any person (business or otherwise) who uses the Application and Platforms to search for and obtain the Solutions, and more specifically:

(d)in relation to Ad-Hoc Jobs, corporations or other business entities who request for ad-hoc independent contractors for their business needs and which have entered into a written agreement with YYLife (which may include the Master Service Agreement) for the provision of such Solution;

(e)in relation to AI Job Matching, corporations or other business entities who are searching for candidates to fulfil full-time employment opportunities, and which have entered into a written agreement with YYLife (which may include the Master Service Agreement) for the provision of such Solution;

(f)in relation to Yummy Food, purchase food and beverage offerings from Third Party Providers who are licensed eating establishments, including obtaining food delivery services from Third Party Providers who provide such delivery services;;

(g)in relation to YYRewards – persons who access and redeem rewards made available by YYLife to its Users as part of its [YYRewards]; and

(h)in relation to YYPromotions – (i) persons who browse promotional materials uploaded by business entities; and (ii) business entities who upload promotional materials on their goods and services and which have entered into a written agreement with YYLife (which may include the Master Service Agreement) for the provision of such Solution;

“User Charges” shall mean charges incurred by Users for the Solutions obtained through the use of the Service, including any applicable tolls, taxes and any other fees or charges that may be due for a particular use of the Service or Solutions; and

“YYRewards” means the rewards that may be posted on the Platforms from time to time which are available for Users to redeem from YYLife upon the satisfaction of certain criteria (as may be informed to the Users from time to time).

3.Basic Terms

3.1.You must be 18 years or older, or a registered business to use the Platforms.

3.2.You are responsible for obtaining the data network access necessary to use the Platforms. Your network’s data and rates and fees may apply if you access or use the Platforms from a wireless-enabled device and you shall be responsible for such rates and fees.

3.3.You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platforms and any updates thereto. In addition, the Platforms may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

3.4.You may not upload any images, graphics, photographs, videos or content that is deemed unlawful, offensive, malicious, threatening, libellous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property.

3.5.You are responsible for any activity that occurs under your name, your account, or your business name on the Platforms.

3.6.You are responsible for keeping your password secure.

3.7.You must not abuse, harass, threaten, impersonate or intimidate other Users.

3.8.You may not use the Platforms for any illegal or unauthorized purpose.

3.9.You are solely responsible for your conduct and any Content that you submit, post, and display on the Platforms.

3.10.You must not modify, adapt or hack the Platforms or modify another website so as to falsely imply that it is associated with the Platforms.

3.11.You must not crawl, scrape, or otherwise cache any content from the Platforms including but not limited to user profiles, images, graphics and photographs you agree not to use any automated data collection methods, data mining, robots, or scraping or any data gathering methods of any kind on the Platforms.

3.12.You must not create or submit unwanted comments or content to any Users of the Platforms.

3.13.You must not use web URLs in your name.

3.14.You must not transmit any malware, worms or viruses or any code of a destructive nature.

3.15.Your use of the Platforms must not violate any laws in your jurisdiction (including but not limited to copyright laws or labour laws).

3.16.You must not use the Platforms or any of its contents to advertise or solicit, for any other commercial, social, political or religious purpose, or to compete, directly or indirectly with us.

3.17.You acknowledge and agree that only one (1) account can be registered on one device.

3.18.You agree that YYLife may, based on its sole discretion, consider an account to be dormant if there has been no transaction made by you on your user account for a period of six (6) months from the last date of transaction and deactivate or restrict access to your user account.

3.19.Violation of any of these terms may result in the termination of your account in the Platforms. While these Terms of Use prohibits certain conduct and content on the Platforms, you understand and agree that we are not responsible for the Content posted on the Platforms and you nonetheless may be exposed to such materials and that you use the Platforms at your own risk.

3.20.You agree to assume full responsibility and liability for all loss or damage suffered by yourself, YYLife or any other party as a result of your breach of this Terms of Use.

3.21.Third Party Providers agree and acknowledge that they are acting as an independent contractor in the provision of Solutions, and this Terms of Use shall not, and is not intended to, create an employment relationship between YYLife and the Third Party Providers.

4.Representations and warranties:

You represent and warrant that:

4.1.If you are a natural person, you have the authority and legal capacity to enter into and perform legally binding contracts under the applicable laws, and you are at least eighteen (18) years old.

4.2.If you are a corporate entity:

(a)you are a corporation duly incorporated and/or registered and validly existing under the laws of incorporation, with full power and authority to own assets and properties, and to conduct its business, either directly or through its subsidiaries or associates, as currently conducted (if applicable); and

(b)your use of our Platforms and Services shall not result in a breach of your constitutional documents (if applicable), result in an infringement, or constitute a default under, any directive, instrument, contract, document or agreement to which you are a party or by which you are bound, or result in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body.

4.3.Your use of the Platforms will comply with all applicable laws and regulations.

4.4.You have obtained and/or have in force the relevant government and/or regulatory licences, approvals and/or authorisations required with respect to your provision of any goods or services through the Platforms to Users.

4.5.If you are a Third Party Provider, that you are permitted under all applicable laws and regulations (including labour, immigration and employment laws) to provide the Solutions.

4.6.In particular, if you are a Third Party Provider in respect of providing food delivery services under the Yummy Food solution, you specifically represent and warrant that you possess valid licences and authorisations to operate your mode of providing delivery services under the Yummy Food solution, any vehicle or mobility device you use in the course of your provision of delivery services under the Yummy Food solution is in good operating condition, meets industry safety standards, and your usage of such vehicle or mobility device is accompanied by the proper use of all appropriate safety equipment and covered by valid and appropriate insurance coverage commensurate with general industry standards.

4.7.All information provided by you, to other Users of the Platforms or to us, through the Platforms or otherwise, is true and accurate.

4.8.Any content or pictures uploaded by you to the Platforms, do not violate or infringe another party’s rights of publicity, privacy, copyright, trademark or any other intellectual property rights.

5.General Conditions

5.1.We reserve the right to modify or terminate a User’s user account on the Platforms for any reason, without notice, at any time.

5.2.We reserve the right to alter these Terms of Use at any time. If the alterations constitute a material change to the Terms of Use, we will notify you via internet mail according to the preference expressed on your account. What constitutes a “material change” will be determined at our sole discretion, in good faith and using common sense and reasonable judgement.

5.3.We reserve the right to refuse registration or access to the Platforms to anyone for any reason at any time.

5.4.We reserve the right to force forfeiture of any username that becomes inactive, violates trademark, or may mislead other Users.

5.5.We may, but have no obligation to, remove Content and accounts containing Content that we determine in our sole discretion to be unlawful, offensive, malicious, threatening, libellous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Use.

5.6.We reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames.

5.7.We may require you to place a refundable deposit with the Application in order for you to request or access certain Solutions. If you decline to place such a deposit, such Solutions will not be made available to you.

5.8.The conditions of your use of the Platforms will be governed by other policies or terms that may be made known to you from time to time, including but not limited to our Privacy Policy.

5.9.With respect to Users who have entered into any written agreements with YYLife with for the provision of any Solutions available on the Platforms, the terms of such written agreements (including the relevant schedules to the same) shall take precedence over these Terms of Use in the event of any conflict between such written agreements and the Terms of Use.

6.Proprietary Rights in Content on the Platforms

6.1.We do NOT claim ANY ownership rights to the Content that you post or upload on or through the Platforms. By displaying, uploading or publishing (“posting”) any Content on or through the Platforms, you hereby grant to us a non-exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such Content, including without limitation distributing part or all of the materials in the Platforms in any media formats through any media channels.

6.2.Some of the Platforms are supported by advertising revenue and may display advertisements and promotions, and you hereby agree that we may place such advertising and promotions on the Platforms or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.

6.3.You represent and warrant that: (i) you own the Content uploaded or posted by you on or through the Platforms or otherwise have the right to grant the license set forth in this Section; (ii) the uploading or posting and use of your Content on or through the Platforms does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person or business; and (iii) the posting of your Content on the Platforms does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of Content you uploaded or posted on or through the Platforms.

6.4.The Platforms contain Content of ours (“YY Content”) which may include, but is not limited to computer or software code, scripts, design elements, graphics, interactive features, artwork, text communication. YY Content is protected by copyright, trademark, patent, trade secret and other laws, and we own and retain all rights in the YY Content and the Platforms. We hereby grant you a limited, revocable, non-sublicensable licence to reproduce and display the YY Content (excluding any software code) solely in connection with viewing and using of the Platforms.

6.5.The Platforms contain Content of Users and other licensors. Except as provided within these Terms of Use, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Platforms.

6.6.We perform technical functions necessary to offer the Platforms, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Platforms.

6.7.Although the Platforms are normally available, there will be occasions when the Platforms will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond our control.

6.8.While we will normally only delete Content that violates these Terms of Use, we also reserve the right to delete any Content for any reason, without prior notice. Deleted content may be stored by us in order to comply with certain legal obligations and is not retrievable without a valid court order. Consequently, we encourage you to maintain your own backup of your Content. In other words, we are not a backup service. We will not be liable to you for any modification, suspension, or discontinuation of the Platforms, or the loss of any Content.

6.9.We do not grant you any other rights whatsoever in relation to the Platforms or the material on the Platforms. All other rights are expressly reserved by us.

7.Enforcement of Proprietary Rights

If we discover that you have used any copyrighted or other protected materials in contravention of the terms of the licence granted above, we may bring legal proceedings against you, and seek monetary damages and/or an injunction against you. You could also be ordered to pay legal fees and costs. If you become aware of any use of our copyright or protected materials that contravenes or may contravene the terms of the license granted above, please immediately report this to us through the following means:

Reporting Channel for Enforcement of Proprietary Rights

Phone: +65 66046896

Email: copyrights@yycircle.com

8.Links

The Platforms may contain links to web sites controlled or offered by third parties (i.e. parties not affiliates to us). We and our affiliates hereby disclaim liability for, any information, materials, products or services uploaded, posted or offered at any of the third party sites linked to the Platforms. By creating a link to a third party web site, we and our affiliates do not endorse or recommend any products or services offered or information contained at those web sites, nor shall we or our affiliates be liable for any failure of products or services offered or advertised at those sites. Such third party may have a privacy policy different from that of ours or our affiliates’, and the third party web site may provide less security than the Platforms.

9.No Warranty

9.1.The information and materials contained in the Platforms, including text, images, graphics, photographs, links or other items are provided “as is”, “as available”. We do not warrant the accuracy, adequacy or completeness of this information and materials and expressly disclaims liability for errors or omissions in this information and materials. No warranty of any kind, implied, expressed or statutory including but not limited to the warranties of non-infringement of third party rights, title, merchantability, fitness for a particular purpose and freedom from computer virus, is given in conjunction with the information and materials.

9.2.We do not warrant that the Platforms will be constantly available, or available at all; or that the Platforms are free of defects or errors.

10.Payment Terms for Third Party Providers

10.1.Any fees which YYLife may charge you for the Service are due immediately and are non-refundable (“Service Fee”).This no-refund policy shall apply at all times regardless of any decision you make to terminate your access or use of the Application or Platform, our decision to terminate or suspend your access or use of the Application or Platform, any disruption caused to the Service whether planned, accidental or intentional, or any reason whatsoever.

10.2.If there are outstanding Service Fees that are due and owing to YYLife, YYLife may, in its sole discretion, suspend all or part of your ability to use the Application or Platform until such outstanding Service Fees are duly paid up.

10.3.You acknowledge and agree that YYLife may administer and act as your collection agent for the purpose of paying to you the total amount of User Charges due to you in respect of your provision of the solutions.

10.4.YYLife reserves its right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where you and/or the User have breached any of the terms in this Terms of Use. In such an event, you shall not hold YYLife liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to you.

10.5.YYLife may, at its sole discretion, make promotional offers with different features and different rates on the Solutions to any of the Users whereby the terms, including pricing discounts, on such promotional offers shall accordingly be honoured by you. YYLife may change the Service Fee at any time at its sole discretion.

10.6.YYLife shall administer payments to you by way of a wallet system within the Application (the “Cash Wallet”). Your earnings will be displayed as a cash balance in the Cash Wallet in the Application and may be withdrawn by you to your designated bank account or to such other recipient accounts as you may specify in the Application. YYLife reserves the right to make such deductions from the Cash Wallet as provided for in this Terms of Use as well as the separate terms of use of the YYPay payment service provided by YYLife (or its authorised third party service providers) as authorised by you, or as notified to you via the Application.

10.7.For avoidance of doubt, you are acting as an independent contractor in your delivery or provision of the Solutions, and you are not entitled to, and YYLife does not provide, employee’s Central Provident Fund payments, workmen’s compensation insurance coverage, or accident or liability insurance or other forms of insurance for you, the products you may deliver, or the food or beverages you may prepare as part of your delivery or provision of the Solutions.

11.Payment Terms for Users

11.1.Users shall promptly confirm on the Application their receipt and satisfaction of the Solutions that have been provided by the Third Party Providers engaged by them.

11.2.Users are required to make full payment of the User Charges for all services offered in the Application by the method selected on the Application at the time of booking. Any payment pursuant to such selection is non-refundable and irrevocable.

11.3.Notwithstanding the above, the payment terms in respect of Users who have entered into written agreements with YYLife in relation to the provision of the Solution(s) shall be set out in such written agreements and the relevant schedules to such agreements.

12.Cancellation Terms for Third Party Providers

12.1.As a Third Party Provider, the Users rely on you for delivery or provision of the Solutions (as the case may be). You agree that high and/or frequent cancellation rates or non-performance of any Solutions undertaken to be provided by you will impair the Users’ experience and negatively impact the reputation and branding of YYLife.

12.2.While you may cancel a booking, the cancellation shall be based on acceptable cancellation reasons as shown in the Application. YYLife reserves the right to amend the acceptable cancellation reasons from time to time. A cancellation that is not based on one of the acceptable reasons or ignoring a booking may be counted in determining if your access to the Service will be temporarily restricted.

13.Complaints

Any complaints between Third Party Providers and Users must be taken up with each other directly. Notwithstanding the above, if a Third Party Provider or User makes a report to us, we have the right (but not the obligation) to investigate any report or complaint given to us, and take any measures as we may deem fit in our sole discretion including but not limited to issuing refunds or withholding payments.

14.Limitation of Liability

14.1.In no event will we or our affiliates be liable for any damages, including without limitation direct or indirect, special, incidental, or consequential damages, losses or expenses arising in connection with this site or any linked site or use thereof or inability to use by any party, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, or as a result of any relationship or transaction between any User or Third Party Provider, even if we, or our representatives thereof, are advised of the possibility of such damages, losses or expenses. Your sole and exclusive remedy for dissatisfaction with the Platforms is to stop using the Platforms. You agree to defend, indemnify and hold us, and our officers, directors, employees, representatives and agents harmless from and against any claims, actions, demands, liabilities, judgments, and settlements, including without limitation, reasonable legal fees resulting from or alleged to result from your use of the Platforms.

14.2.While we may take certain steps to verify key information about the users of the Platforms, YYLife does not warrant or represent that it assesses or monitors the suitability, legality, ability, identity, age, movement or location of any Users, Third Party Providers or any merchants, advertisers or sponsors on the Platforms. As such, you acknowledge and agree that there is a risk that you may be transacting with a minor or any other person who does not match their identity as stated on the Platforms. You expressly waive and release YYLife from any and all liability, claims or damages arising from or in any way related to you, the Users, Third Party Providers or any merchants, advertisers or sponsors on the Platforms.

14.3.YYLife will not be a party to disputes or negotiations of disputes between Users, Third Party Providers or any merchants, advertisers or sponsors on the Platforms. Except for Customers (as defined in the relevant Master Service Agreement entered into for the provision of YYJob Solutions), in relation to Customers publishing opportunities for ad-hoc work on the Platforms, YYLife cannot and will not play any role in managing payments between a User and the Third Party Providers. Responsibility for the decisions you make regarding services and products offered via the Service, Solutions or the Application (with all its implications) rests solely with and on you. You expressly waive and release YYLife from any and all liability, claims, causes of action, or damages arising from your use of the Service, Solutions, the Platforms and/or the Application, or in any way related to the third parties including merchants, advertisers and/or sponsors introduced to you by the Service, Solutions, the Platforms and/or the Application.

14.4.The quality of the Solutions scheduled through the use of the Service is entirely the responsibility of the Third Party Provider who ultimately provides such Solution to the Users. You understand, therefore, that by using the Service, you may be exposed to Solutions that are potentially dangerous, unsafe or otherwise objectionable or unsatisfactory, and that you use the Service at your own risk.

14.5.If you are a Third Party Provider, for the avoidance of doubt, you shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage which is due to or is alleged to be a result of your provision of the relevant Solutions.

15.Availability

15.1.The Platforms are not intended for use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local laws or regulations. By offering the Platforms and its accompanying services, no distribution or solicitation is made by us to any person to use the Platforms or its accompanying services, in jurisdictions where the provision of the Platforms, or its accompanying services, is prohibited by law.

15.2.You may use the Platforms only for the purposes set out in the introduction to this Terms of Use. You are strictly prohibited from, and agree that you will not, adapt, edit, change, modify, transform, publish, republish, distribute, or redistribute the Platforms or the material in the Platforms (in any form or media) without our prior written consent, save for any Content produced by you.

16.Additional Terms

16.1.Both Section A (General Terms) and Section B (Additional Terms) form part of this Terms of Use.

16.2.Certain sections, pages or parts of the Platforms may contain separate terms and conditions, which are in addition to these Terms of Use. In the event of a conflict, the additional terms and conditions will govern for those sections, pages or parts. In particular, you may be requested to sign a further agreement with us in relation to your obligations as an independent contractor or principal (as the case may be). Specifically, our corporate customers who are Users will be required to enter into a Master Service Agreement with respect to the provision of the relevant Solutions, and independent contractors who are Third Party Providers shall be required to enter into a YYLife Freelance Agreement (in respect of their provision of YYJob Solutions), and restaurants and other licensed eating establishments who are Third Party Providers in respect of the Yummy Food Solution will be required to enter into a Yummy Food Agreement.

17.Governing Law

These Terms of Use are governed by and construed in accordance with the laws of the Republic of Singapore.

18.Severability

In the event that any one or more of the provisions contained in this Terms of Use shall be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions of this Terms of Use shall not in any way be affected or impaired.

19.Entire Agreement

19.1.These Terms of Use and other materials referenced herein are the entire agreement between you and us in connection with its subject matter and supersede all previous agreements or understanding between you and us.

19.2.Except as provided in these Terms of Use, if any provision herein is held to be invalid, void, or for any reason unenforceable, such provision shall be struck out and shall not affect the validity or enforceability of the remaining provisions.

19.3.Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Terms of Use.

20.Assignment

You may not assign or transfer your rights or obligations set out in these Terms of Use without prior written approval from us. We may assign or transfer its rights and obligations in these Terms of Use in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of equity in us, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, us or any third-party provider in relation to the use of the Platforms.

21.Disputes

You irrevocably and unconditionally agree that any dispute or claim arising out of, or in connection with, this Terms of Use or its subject matter or formation (including non-contractual disputes or claims) shall be submitted to the non-exclusive jurisdiction of the courts of the Republic of Singapore.

22.Contact Information

If there are any queries, complaints or feedback about this Terms of Use, we may be contacted through the following means:

General Enquiries

Phone: +65 66046919

Email: enquiry@yycircle.com

Section B (Additional Terms)

1.For Yummy Food Users

1.1.Without prejudice to Section A, this Section applies to your use of the Yummy Food Solution as a User.

1.2.The Application allows you to purchase food and beverage offerings from Third Party Providers who are licensed eating establishments, including obtaining food delivery services from Third Party Providers who provide such delivery services. You as a User are able to :

(a)pick up the food/beverage order from the Third Party Provider directly in person (“Self-Collection Feature”);

(b)arrange, through the application for the dispatch of a Third Party Provider providing delivery services (“Delivery Driver”) who will collect the prepared order as a take-away order and deliver the order to the User (“Delivery Feature”); and

1.3.We do not guarantee and are not responsible for the quality of food or the correct or satisfactory fulfilment of your order. This is the sole responsibility of the Third Party Provider. We do not own, sell, or resell any food and beverage items and we do not control the Third Party Providers involved in the preparation of such items.

1.4.We make no representations as to the accuracy or completeness of the information provided to you by the Third Party Provider through the Platforms, including but not limited to any listed ingredients of the food and beverage products, the availability of such products, whether the listed prices of the food and beverage products are the same as the prices listed for these products separately published by the Third Party Provider through other channels, or the opening hours of the Third Party Provider.

1.5.All food or beverage orders and delivery bookings placed on the Application (each, a “Food Order”) are treated as confirmed the moment such Food Order has been accepted on the Application by the Third Party Provider and the option to cancel the booking has been disabled on the Application. You shall not be entitled to cancel a Food Order after it is confirmed (including any address changes initiated via the app chat or call function with the Third Party Provider) and you remain liable to pay the applicable fees for the Food Order, including any delivery fees, in full regardless of whether it has been prepared (or delivered) by the Third Party Provider. For the avoidance of doubt, where you have opted for the Self-Collection Feature, you will be deemed to have cancelled the Food Order by not collecting it within the time period specified in the Application or otherwise communicated by YYLife, and you remain liable to pay the applicable fees for the Food Order in full. The Third Party Provider and YYLife has no obligation to retain the Food Order for your collection after the said period has lapsed.

1.6.Third Party Providers and/or the Delivery Driver may contact you though the Application or any other means of contact provided by you or the Application to them to confirm the details of the Food Order, discuss changes in the Food Order (for instance, due to unavailability), the price to be paid or any change thereof and/or update you on the estimated delivery time. For the avoidance of doubt, YYLife is not involved in and will not be responsible for any such separate arrangement between you and the Third Party Provider and/or Delivery Driver.

1.7.Notwithstanding Section 1.5 above, you remain liable to pay for the value of the Food Order in full where (i) cancellation is made by you after the Third Party Provider starts food/beverage preparation; or (ii) you are not present or do not show up at the designated delivery location or you are unreachable physically or uncontactable after 5 minutes from the time that the Delivery Driver arrives at the designated delivery location.

1.8.YYLife, the Third Party Provider and/or Delivery Driver may not process your Food Order in the event of any of the following:

(a)you are unavailable on the phone at the time of the call (if any) for confirming the Food Order or otherwise uncontactable,

(b)if the requested delivery location falls outside the delivery zone offered in the Application,

(c)there is a lack of information provided in your Food Order, or

(d)unavailability of items ordered.

1.9.The prices of food and beverage items reflected in the Application are determined solely by the Third Party Providers.

1.10.Prices of food and beverage items as reflected in the Application may, for reasons such as technical issue, typographical error or outdated product information supplied by the Third Party Provider, be incorrectly reflected and in such an event the Third Party Provider may cancel your Food Order(s).

1.11.The Third Party Providers shall be solely responsible for any warranty in relation to, and the quality of, the food and beverage products sold to you.

1.12.You are responsible for ensuring that the details entered by you in respect of the Food Order on the Application are accurate and complete. YYLife shall not be liable (i) in the event of late delivery or non-delivery of food and beverage items that you order by reason of erroneous delivery details entered by you on the Application (if the Delivery Feature is selected); or (ii) in the event of late or non-collection of the Food Order made under the Self-Collection Feature or your late or non-arrival at the Third Party Provider’s premises under the Eat-In Feature by reason of erroneous details entered by you on the Application.

1.13.If the Self-Collection Feature or the Delivery Feature is selected, after the delivery of the food and beverage items or collection of the takeaway, you shall solely be liable for demurrage or loss, damage, contamination, soiling or detention of the food and beverage items (including but not limited to containers) whether caused directly or indirectly by you or any person acting on your behalf.

1.14.Persons placing an order for alcohol from any Third Party Provider must be at least eighteen (18) years old. Alcoholic beverages can only be sold and delivered to persons who are at least eighteen (18) years old. By placing a Food Order that includes alcohol, you confirm, represent, and warrant that you are at least eighteen (18) years old. The Delivery Driver or the Third Party Provider (as the case may be) will have the right to (A) request to be shown your identity document for age verification purposes; and to (B) refuse to deliver or provide any alcoholic product to any person who at the time of delivery or self collection (i) does not appear to be at least eighteen (18) years old; or (ii) cannot prove that he/she is at least eighteen (18) years old or (iii) is, or appears to be, under the influence of either alcohol or drugs at the time of delivery or collection of the Food Order and in such an event you agree that YYLife, the Delivery Driver and the Third Party Provider shall not be liable to make any refund to you for payment already made by you.

1.15.Promotion codes or discounts may be made available to you from time to time. If you wish to use or apply any promotion codes or discounts, you must enter the available promotion codes or discounts upon checkout of the Food Order. All promotion codes and discounts are subject to its specific terms and conditions, are mutually exclusive and cannot be combined with other promotions, unless otherwise stated. The price payable for the discounted food or beverage item may be rounded up and will be set out on the check out page for your Food Order. YYLife or the Third-Party Providers are not obliged to accept late submission of promotion codes and discounts after the checkout process has been completed. We will not be liable for any losses, damages, costs and expenses suffered or incurred as a result of the theft or illegal or fraudulent usage of any promotion codes and discounts. We may take any action against you if you have been found to be using any promotion codes or discounts in an illegal or fraudulent manner, including without limitation, suspending or terminating your user account. If there are any alternative arrangements made with you and the Third Party Provider or the Delivery Driver in regard to your Food Order or the delivery or collection thereof under Section 1.6 above, you may no longer be eligible for the promotion code(s) or discount(s) applied when the Food Order was placed. YYLife reserves the right to remove the application of the promotion(s) or discount(s) from the Food Order(s) placed or otherwise carry out any necessary actions to correct the promotion(s) or discount(s) which has been incorrectly applied.

2.For Yummy Food Third Party Providers

2.1.Without prejudice to Section A, this section applies to your use of the Yummy Food Solution as a Third Party Provider.

2.2.Your rights and obligations as a Third Party Provider of the Yummy Food Solution shall be set out in the Yummy Food Restaurants Agreement and such agreement shall be made available to you on the Application when you request for access to the Yummy Food Solution. Your ability to access the Yummy Food Solution is subject to you entering into the Yummy Food Restaurants Agreement with us.

3.For YYJob – Users and Third Party Providers

3.1.Without prejudice to Section A, if you are a corporate User utilising the Solution for your staffing requirements, your rights and obligations as a User of the YYJob Solutions shall be set out in the Master Service Agreement and such agreement shall be made available to you on the Application when you request for access to the YYJob Solutions. Your ability to access the YYJob Solutions is subject to you entering into a Master Service Agreement with YYLife.

3.2.Without prejudice to Section A, if you are a Third Party Provider of the YYJob Solutions, your rights and obligations as a Third Party Provider shall be set out in the YYLife Freelance Agreement and such agreement shall be made available to you on the Application for your reference when you request for access to the YYJob Solutions. Your ability to access and provide the YYJob Solutions is subject to you entering into the YYLife Freelance Agreement, which may involve you first going through an interview and screening process with YYLife, as will be notified to you by our representatives.

3.3.Without prejudice to Section A, and notwithstanding having already signed any YYLife Freelance Agreement, if you are a Third Party Provider seeking to apply for an opportunity to be hired as an employee of a User as advertised on the Platforms as part of the AI Job Matching Solution, your rights and obligations as an employee of the User shall be set out in the terms of employment that may be entered into by yourself and the User should the User deem you suitable for such opportunity. Your ability to access and apply for/be matched with such employment opportunity may also be subject to the disclosure of certain additional information by you to YYLife, which may involve you first going through an interview and screening process with YYLife, as will be notified to you by our representatives.

4.For YYRewards

4.1.Without prejudice to Section A, this Section applies to Users who access and redeem rewards that are listed on the Platform as part of the YYRewards [YY Rewards].

4.2.By using the Application, you will automatically be a member of the loyalty programme named “[IYY Rewards]” operated by YYLife and/or its Affiliates (“[YY Rewards]”, or as the context requires, the “Programme”).

4.3.Upon a successful registration User account, all Users shall automatically be accorded with “Member” status and may commence accumulating [YY Circle] points (“Points”) from qualifying transactions under the Programme. The [YY Rewards] membership is non-transferable and shall be for personal use of the User only.

4.4.As a member of the [YY Rewards], you will gain access to the e-vouchers, [promotions, discounts, free gifts, promotion codes and other benefits] procured by YYLife from third-party merchants as shown on the rewards catalogue that is made available from time to time in the Application (“YYRewards”). YYLife may, at its sole and absolute discretion, award you Points which can be used to redeem for YYRewards upon the completion of qualifying transactions. You may earn points by such methods as are provided for by the YYLife from time to time.

4.5.YYLife may, at its sole and absolute discretion, increase or decrease the rate of Points to be awarded for each selected transaction as may be notified to you from time to time. You shall not be entitled to request from YYLife any explanation pertaining to the calculation methods (for crediting the Points) or other matters relating to the Points or discounts for whatsoever purposes.

4.6.Points accumulated by the Member shall expire in in accordance with the following: [On 31 Dec each year]. In such an event, the accumulated Points shall be automatically forfeited at the absolute discretion of YYLife and without notice to the Member. Forfeited Points cannot be reinstated.

4.7.You must use your Points earned to redeem for YYRewards during their applicable validity period. There shall be no extension of time for the validity period of any unused Points. YYLife shall have the right to deal with the expired Points in such manner as it deems fit in its absolute discretion. You agree that you will have no claim whatsoever against YYLife for any expired Points.

4.8.Points have no cash or monetary value and are not redeemable for cash in any form. They cannot be purchased, resold or transferred for value or otherwise, under any circumstances. Points shall not be regarded, construed, or used as valuable or exchangeable instruments under any circumstances.

4.9.If you comply with all these Terms of Use and have the required number of Points, you may select and redeem applicable YYRewards via the Application.

4.10.Unless otherwise notified by YYLife, e-vouchers so redeemed on the Application must be additionally presented in person at the registered business offices of YYLife located at [60 Paya Lebar Road, 05-43 Paya Lebar Square, 409051 to be exchanged for physical vouchers (“Voucher”).

4.11.our redemption of a YYRewards (whether in e-voucher or physical Voucher form) is subject to the additional terms and conditions of YYLife or the third-party merchant (as the case may be) that offers the particular Voucher that you wish to redeem.

4.12.You must use your e-vouchers or Vouchers redeemed during their applicable validity period. There shall be no extension of time for the validity period of any e-voucher or Voucher redemption dates. You agree that you will have no claim whatsoever against the YYLife for any expired e-vouchers.

4.13.YYRewards are not redeemable for cash nor are they exchangeable for other YYRewards under any circumstances. They cannot be resold, exchanged or transferred for value under any circumstances. YYRewards shall not be regarded, construed, or used as valuable or exchangeable instruments under any circumstances.

4.14.Points that you have successfully redeemed for an YYReward cannot be exchangeable for another YYReward under any circumstances. No requests for exchange of YYRewards will be entertained.

4.15.YYLife may at its sole and absolute discretion reject your request to redeem Points for any reason whatsoever, including without limitation, where there are insufficient Points to redeem for the particular YYReward, or where the Reward is no longer made available or out-of-stock by the third party merchant, or where the Points you wish to use for redemption of YYRewards have been issued to you in error.

4.16.You may check your Points balance and redemptions made in the Application. Your Points balance and redemptions as set out in the Application shall serve as a conclusive evidence of the same.

4.17.Fraud, abuse of redemptions or any dishonest activities related to the [YY Rewards] may result in the forfeiture of accumulated Points as well as termination of your account.

4.18.To the extent as permitted by applicable laws, the Company reserves the right at any time to:

(a)vary, modify or amend the terms and conditions of the [YY Rewards] (including adding or deleting any terms);

(b)terminate or modify the [insert name of loyalty programme];

(c)revoke, adjust and/or recalculate any Points awarded;

(d)change the number of Points required for redemption of specific YYRewards or substitute any YYRewards with another of a similar value;

(e)change the number of Points that can be earned on activities conducted on the Platforms

(f)modify the qualifications and eligibility for earning Points;

(g)modify the activities that earn Points;

(h)modify the methods used to calculate the number of Points to be awarded;

(i)withhold or cease the awarding of Points to you; and/or

(j)change the duration taken for Points to expire,

without prior notice to you and at its sole discretion.

4.19.You shall be responsible for any taxes, levies or duties that arise in connection with the issuance of Points to you, your redemption of Points and/or the utilisation of YYRewards you have redeemed and all costs and expenses relating to the same shall be borne by you.

4.20.You also acknowledge and agree that YYRewards are distributed by YYLife through the Applications and such YYRewards consist of certain goods, services or experiences offered by, or facilitated through, third party merchants identified on the e-voucher and/or Voucher. You further acknowledge and agree that the third-party merchant is solely responsible for redeeming the e-voucher or Voucher for such goods, services or experiences and such provision of goods, services or experiences are subject to the third party merchants own terms of use.

4.21.Furthermore, you agree that the third party merchant is fully and solely responsible for the care and quality of all goods and services it provides to you and for any and all injuries, illnesses, damages, claims, liabilities and costs (“Liabilities”) it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of a e-voucher or Voucher or not.

4.22.You waive and release YYLife and its subsidiaries, affiliates, partners, officers, directors, employees and agents from any Liabilities arising from or related to any act or omission of a third party merchant in connection with your use of an e-voucher/Voucher or the goods, services or experiences a third party merchant provides in connection with the e-voucher/Voucher.

5.YYPromotions

5.1.Without prejudice to Section A, this Section applies to your use of the YYPromotions Solution as a User.

5.2.With respect to a User who is a business entity, your use of the Solution shall also be subject to the terms of your written agreement with YYLife on the provision and access to such Solution.

5.3.YYLife is not responsible or liable for any third party content (“TPP Content”) submitted for display through the YYPromotions Solution.

5.4.TPP Content submitted through Promotions is not screened and the YYPromotion Solution acts as a passive conduit for such distribution and YYLife is not responsible for such TPP Content. Any statements, services, offers, or other information in the TPP Content submitted are those of the respective author(s) whether they are Users or otherwise, and not of YYLife.

5.5.YYLife has the right, but not the obligation, to monitor TPP Content submitted on or through the YYPromotion Solution, to determine compliance with these Terms of Use and any other applicable rules that may be established, from time to time. YYLife has the right in our sole discretion to edit or remove any material submitted to or posted with respect to the YYPromotion Solution. Without limiting the foregoing, YYLife has the right to take such appropriate action, including removing any material that YYLife, in its sole discretion, finds to be in violation of these Terms of Use or otherwise objectionable, which include the termination of YYCircle accounts and Users acknowledge that they are solely responsible for the TPP Content that is posted by them on or through the YYPromotion Solution.