Merchant Service Agreement

Article 1: General Provisions and Party Relationship

1.1 Purpose of Agreement: This Agreement governs the rights and obligations between the Platform and the Merchant arising from the Merchant's use of the SWAY merchant backend management system, advertising placements, member CRM, push notification service, API, restaurant exposure, review responses, point/redemption tools, employee accounts, customer service channels, and other peripheral technical infrastructure (collectively, the "Platform").

1.2 Independent Contracting Parties: The Platform and the Merchant are independent contracting parties. This Agreement does not create a partnership, agency, employment, joint venture, franchise, trust, distributorship, or similar relationship. Neither party has authority to make declarations of intent, sign documents, or assume obligations on behalf of the other; either party's employees are not deemed employees of the other and have no claim against the other for employment liability, labor rights, or labor/health insurance.

1.3 Amendments: The Platform may amend this Agreement, within a reasonable scope, on the basis of regulatory changes, business needs, technical upgrades, third-party dependency changes, or other legitimate reasons. Where an amendment does not constitute a material adverse change to the Merchant (such as purely textual clarifications, or descriptions of new features that do not affect existing rights), it may take effect after notice by publication on the Platform or by backend message. Where an amendment constitutes a material adverse change to the Merchant (such as increasing fees, substantially reducing the Merchant's existing rights, or aggravating the Merchant's obligations), the Platform shall give individual notice to the Merchant's registered email at least 30 days before the effective date; if the Merchant does not accept such material change, it may terminate this Agreement by written notice before the change takes effect, and may claim a pro-rata refund of prepaid fees that have not yet expired. Amended terms apply only prospectively from their effective date and shall not be applied retroactively to the Merchant's current paid period or to rights and obligations already accrued. A Merchant who, after receiving notice of a material change, does not raise an objection within the aforementioned period and continues to use the Platform shall be deemed to have accepted the change.

1.4 Entire Agreement and Order of Priority: This Agreement, together with the documents incorporated by reference above, constitutes the parties' complete agreement regarding use of the Platform, superseding all prior oral or written agreements. In conflicts among such documents, the order of priority is: (a) special clauses of individually signed written contracts; (b) Refund and Cancellation Policy; (c) this Agreement; (d) Terms of Service; (e) other supplementary documents.

1.5 Benefit of Interpretation: This Agreement was pre-drafted by the Platform and offered for the Merchant's adherence, and thus has the nature of an adhesion contract. Any ambiguous or multiply-interpretable provisions of this Agreement shall be interpreted in accordance with the parties' reasonable commercial intent at contracting and with regard to the principle of good faith; insofar as it is an adhesion contract subject to the equitable interpretation required under Civil Code Article 247-1, neither party excludes the application of that provision.

Article 2: Merchant Eligibility, Registration Obligations, and Representations

2.1 Truthfulness of Registration Information

The Merchant warrants that all information provided to the Platform (including merchant name, registered address, business address, principal's name, contact phone, email, business identification number, bank account, menus, prices, photos) shall be true, accurate, complete, and current, and shall actively update within 5 working days of any change. The Merchant bears full responsibility for damages caused by inaccurate information.

2.2 KYC (Customer Due Diligence) Documents

Upon registration or upon the Platform's request, the Merchant shall provide clear copies of the following documents within 5 working days (the Platform may require originals for verification):

• Business registration certificate (company incorporation registration form / commercial registration extract);
• Food business operator registration number (where applicable under the Food Safety and Sanitation Act);
• Lawful licenses for restaurant operations, alcohol sales, special food businesses, etc.;
• Tax registration certificate;
• Bank account passbook front cover (for refunds / accounting);
• For Merchants established more than 6 months, the most recent 3-month 401/403 reports or equivalent financial documents (only required for Chain Pro plans and above);
• Other documents the Platform may request based on regulations, anti-money laundering rules, or commercial judgment.

If the Merchant refuses to provide documents, provides incomplete documents, or provides forged or altered documents, the Platform may suspend or terminate the merchant account in accordance with the procedures set out in Articles 6 and 11 of this Agreement; paid amounts shall be handled per Section 7.2 of this Agreement, provided that where termination results from a cause attributable to the Merchant (such as forgery or alteration of documents), the consideration for services already rendered shall not be refunded. Where forgery or alteration of documents is involved, the Platform may further pursue the Merchant's criminal liability in accordance with the law.

2.3 Merchant's Warranties

At contracting and during the term of this Agreement, the Merchant warrants that the following are true. If any warranty is materially untrue, the Platform may terminate this Agreement in accordance with the procedures set out in Articles 6 and 11 of this Agreement, and may seek liquidated damages under Article 11 (such liquidated damages being limited by the cap in Section 11.1 and the principle of mitigation under Civil Code Article 252); paid amounts shall be handled per Section 7.2 of this Agreement:

• The Merchant has been lawfully registered and established, has not ceased business, has not been dissolved, has not entered liquidation proceedings, and has not been subject to bill exchange refusal sanctions;
• The Merchant's representative has full capacity to act and has authority under the company's articles of association or partnership agreement to represent the Merchant in signing this Agreement;
• The Merchant and its representatives, directors, and major shareholders are not listed on: (i) the U.S. OFAC sanctions list; (ii) UN Security Council sanctions list; (iii) Republic of China (Taiwan) anti-money laundering or counter-terrorism financing-related blacklists; (iv) the Ministry of Economic Affairs Department of Commerce's prohibited dealings list;
• The Merchant's business is approved by competent authorities and complies with the Food Safety and Sanitation Act, Consumer Protection Act, Fair Trade Act, Tobacco and Alcohol Administration Act, Criminal Code, and other applicable laws;
• The Merchant is not involved in unconcluded criminal, administrative, or major civil proceedings that may affect its ability to perform this Agreement;
• The Merchant holds lawful rights to or has obtained authorization for all content provided to the Platform under this Agreement (menus, photos, merchant information, employee data);
• The Merchant has full ability to perform all obligations under this Agreement and undertakes to maintain the above status during the term of this Agreement.

2.4 Account Use and Authorization

• The Merchant account may only be used by the Merchant itself, its legal representative, or its authorized agents/employees in writing.
• The Merchant owes the duty of care of a good administrator with respect to safeguarding its account, and is responsible for the consequences of account use arising from safekeeping negligence or authorizing acts attributable to the Merchant (including its representative, or agents or employees it has authorized). Where the Merchant has in fact exercised the duty of care of a good administrator with respect to the misappropriation of its account, and such misappropriation resulted from a cause attributable to the Company (such as a security vulnerability in the Company's systems), the Merchant may have its liability reduced or excused commensurate with the extent of its lack of fault.
• The Merchant shall establish and maintain appropriate account security mechanisms (including regular password changes, employee permission management, immediate revocation of departing employee permissions, two-factor authentication); losses caused by the Merchant's failure to perform these obligations are borne by the Merchant.
• If the Merchant discovers account anomaly or suspected unauthorized use, it shall notify the Platform in writing within 24 hours; losses enlarged by the Merchant's delay in notification are borne by the Merchant.

2.5 The Platform's Review and Disposition Authority

The Platform has a reasonable right of review over the Merchant's eligibility review, document verification, and account maintenance. Where the Platform finds the Merchant's registration information to be untrue, inaccurate, misleading, or non-compliant with §2.3 warranties, it may suspend or terminate the merchant account; except in urgent circumstances posing an immediate threat to the Platform or to the rights of third parties, the Platform shall, at the time of the disposition or within a reasonable period thereafter, notify the Merchant in a verifiable manner and state the reasons, and shall, within a reasonable scope, afford the Merchant an opportunity to make representations or to cure. Paid amounts are processed per the Refund and Cancellation Policy; where termination results from a cause not attributable to the Merchant, the Merchant may claim a pro-rata refund of paid service fees not yet expired.

Article 3: Platform Services and Merchant Plans

3.1 Service Content (Functional Description, Not Commitment)

The Platform provides a merchant backend management system. The current main features may include the following items (specific features, quotas, restrictions, geographic availability are determined by real-time announcements on the Platform and actual provision; the descriptions below do not constitute any commitment, warranty, or offer by the Company):

• Restaurant information management: basic restaurant data, business hours, menus, photos, scenario tags, custom descriptions;
• Member binding system: via member QR code scan or ID code;
• Point and coupon management: punch card issuance, coupon settings, redemption flow;
• Queue and reservation (Plus Merchant and above): online booking, queue board, reminder pushes;
• Employee permissions (Plus Merchant and above): multi-account separation of authority, operation logs;
• Data analytics: impressions, clicks, favorites, binding count, review statistics;
• Merchant-exclusive QR code and scan page: 3 modes for in-store points, redemption, and binding;
• Member push: subject to plan tier, frequency, and content review limits;
• Advertising placements: differentiated exposure and slots based on plan tier;
• Review responses and reporting handling: for verified Merchants only.

The Platform may, based on reasonable legal, technical, security, or operational needs, add, modify, restrict, adjust, or terminate the features, quotas, regions, languages, versions, or pricing structures of the Platform. However, where the Platform substantially reduces or terminates the core features to which the Merchant is entitled under its paid plan (such as the features expressly specified for each plan), such that the Merchant is unable to obtain the principal service corresponding to the consideration it has paid, the Platform shall give individual notice to the Merchant at least 30 days before the effective date; if the Merchant suffers a material adverse effect as a result and is unwilling to accept it, the Merchant may terminate this Agreement and claim a pro-rata refund of paid fees not yet expired. General adjustments that do not concern the aforementioned core features do not constitute a breach. The specific quotas of features and regional availability are determined by the Platform's real-time announcements and actual provision.

3.2 Merchant Plan Structure

The Platform offers the following merchant plans (prices, entitlements, and quotas are determined by real-time announcements on the Platform; the Platform reserves the right to adjust at any time):

• Free Plan (NT$0): restaurant claim, business status toggle, simple menu, 7-day basic data (the Platform reserves the right to adjust the service scope under these Terms). Free plan does not include queue, reservation, coupons, member system, or push.
• Plus Merchant Plan (NT$299/month, NT$1,499/semi-annual, or NT$2,699/year): unlimited menu + QR code member binding (each merchant's member system is independent — points stay within the merchant only), coupons, announcement push, scenario tags, review responses, member CRM, employee permissions, advanced analytics, Email Blast, SWAY APP traffic exposure.
• Chain Lite (NT$699/month, NT$3,499/semi-annual, or NT$6,299/year; up to 2 stores): includes all Plus Merchant features plus chain-brand features (brand-shared member/points/coupon pool, multi-store management, store-manager permissions). Chain plans are billed per brand, not per store; see the "Chain Brand" chapter.
• Chain Pro (NT$2,499/month, NT$12,999/semi-annual, or NT$22,999/year; up to 20 stores): same as Chain Lite, with the store limit raised to 20.
• Enterprise (monthly fee by negotiation; store count by negotiation): for large chains with 20+ stores; features and pricing are determined by individual project contract.
• Custom Plans: plans for collaborations with content creators or marketing partners, advertising agencies, or other needs beyond the standard plans may be separately signed via IO (Insertion Order) or project contract, with individual pricing.

Paid plans (Plus Merchant, Chain Lite, Chain Pro, Enterprise) do not include a trial period. Merchants wishing to evaluate the Platform may use the Free claim plan (includes restaurant claim, business status toggle, simple menu and basic data; the Platform reserves the right to adjust the service scope under these Terms) as an evaluation period before upgrading to a paid plan. The applicable scope is governed by §3.1 of the Refund and Cancellation Policy.

3.3 Service Adjustments and Non-Warranty

• The Platform may adjust service content, features, quotas, pricing, geographic scope, or billing cycles. Material changes (including substantial reduction of the Merchant's existing paid rights, or adjustments to the paid structure) shall be individually notified at least 30 days before the effective date by Merchant registered email, and the Merchant shall be afforded the right to terminate and to a pro-rata refund as set out in the preceding paragraph; non-material changes may take effect after reasonable notice.
• The Platform is provided on "AS IS" and "AS AVAILABLE" basis; the Platform makes no warranty as to uninterrupted operation, performance, response time, data accuracy, or conformity with the Merchant's subjective expectations.
• The Platform bears no liability for service interruptions or degradations caused by scheduled maintenance, system upgrades, version updates, security incidents, third-party service interruptions, or force majeure events.
• The ranking, recommendation, and presentation logic constitutes a trade secret of the Platform; the Platform has no obligation to disclose specific weights, formulas, or human adjustment details. The Merchant may not seek compensation based on ranking results not meeting expectations.

Article 4: Merchant Obligations and Absolutely Prohibited Acts

4.1 Truthfulness and Legality of Content

The Merchant shall ensure all content posted on the Platform (including merchant information, menus, prices, promotional content, event rules, photos, videos, review responses, employee identities) is true, accurate, current, lawful, and non-infringing. The Merchant bears full and absolute legal responsibility (including civil, criminal, and administrative) for content posted; the Platform bears no joint liability.

4.2 Absolutely Prohibited Acts (Immediate Termination + Liquidated Damages)

The Merchant shall not engage in any of the following on the Platform. For violators, the Platform may, in addition to terminating this Agreement in accordance with the procedures set out in Articles 6 and 11 of this Agreement, seek liquidated damages and compensation under Article 11 (the scope of which shall, under Sections 11.1 and 11.2, be measured by the actual damage within the scope of adequate causation); and, where a crime is involved, may file a complaint in accordance with the law:

• Deceptive content: posting false prices, expired promotions, exaggerated efficacy, false product descriptions, fictitious limited offers, misleading advertising, concealment of important transaction conditions;
• Intellectual property infringement: impersonating others' trademarks, brands, names, logos, trade dress; copying or plagiarizing other merchants' or third parties' menus, copy, photos, videos, brand designs;
• Review manipulation: brushing fake five-star reviews, brushing one-star reviews against competitors, purchasing fake reviews, paying content creators or marketing partners for sponsored content without disclosure, requesting customers to exchange gifts for good reviews, modifying negative reviews to distort, pressuring or harassing customers who give negative reviews;
• System interference: using automated tools, bots, crawlers, simulators, API abuse, circumventing quota limits, attempting to invade or penetrate Platform systems, exploiting security vulnerabilities, overloading servers;
• Member data abuse: using member data obtained from the Platform for purposes outside the Platform, including but not limited to: reselling to third parties, incorporating into the Merchant's own member database, using for cross-platform marketing, providing to data brokers, using to promote services outside the Platform to members;
• Off-platform transactions: actively guiding bound members to use methods other than the Platform (private LINE groups, own apps, third-party platforms) to circumvent the Platform's points, commission, billing, or review mechanisms;
• Illegal operations: selling or promoting illegal goods (banned drugs, unapproved health foods, illegal alcohol, undisclosed tobacco, gambling, pornography, ICOs, etc.); operations violating the Food Safety and Sanitation Act, Tobacco and Alcohol Administration Act, Health Food Control Act, Fair Trade Act, Pharmaceutical Affairs Act;
• Personal data leakage: failure to protect member data per the minimum standard of the Personal Data Protection Act; failure to notify the Platform within 24 hours of personal data leakage events;
• Money laundering and fraud: using the Platform for money laundering, fraud, fictitious invoicing, dummy transactions, dishonored checks, or other illegal financial flows;
• Acts against the Company: spreading untrue statements about the Company on social media, inciting other merchants to collectively withdraw, leaking confidential information of this Agreement, colluding with competing platforms to provide trade secrets;
• Employee rights infringement: failure to pay employee wages per the Labor Standards Act, failure to enroll labor/health insurance, hiring foreign workers without work permits, leading to administrative penalties or investigations against the Platform;
• Other illegal conduct or conduct that may expose the Platform to civil, criminal, or administrative liability.

4.3 Push / Marketing Standards

• The Merchant shall not use the Platform's member system to send spam, harassing content, unsolicited advertising, excessive marketing, or misleading messages;
• Daily push limit, sending hours, and content type are unilaterally set by the Platform per plan tier; the Merchant shall not exceed;
• All push content must pass Platform review (automated review + sample human review) before sending; the Platform may refuse, request modification of, or return content that does not comply with laws or the Platform's standards, and shall, within a reasonable period and by an appropriate means, briefly state the reasons, and the Merchant, if in doubt, may raise the matter under Article 13;
• The Merchant shall not send direct marketing content violating Article 20 of the Personal Data Protection Act (members who have not consented to receive marketing).

4.4 Sanitation and Consumer Disputes

• The Merchant shall ensure its business premises comply with the Food Safety and Sanitation Act, Building Act, Fire Services Act, and related regulations.
• If consumers raise more than 5 reasonable complaints against the Merchant on the Platform, or the Platform's customer service receives more than 3 unresolved disputes, the Platform may suspend the merchant account and require the Merchant to submit an improvement plan within 7 days; if not submitted in time or the plan is clearly inadequate, the Platform may directly terminate this Agreement.
• The Merchant shall handle all consumer disputes itself and bear all related compensation. The Platform is not a party to consumer disputes and bears no obligation to mediate, compensate, or settle.

4.5 Cooperation Obligations

Within 5 working days of the Platform's written request, the Merchant shall cooperate with: (a) providing supplementary documents; (b) correcting violations; (c) attending merchant communication meetings; (d) cooperating with investigations by competent or judicial authorities; (e) cooperating with the Platform's internal audit or content review. Refusal to cooperate is deemed breach.

Article 5: Data Processing and Limits on Personal Data Use

5.1 The Platform's Processing of Merchant Operational Data

The Merchant consents to the Platform's collection, storage, processing, analysis, and aggregation, within the scope reasonably necessary to provide and optimize the Platform's services, of operational data generated by the Merchant on the Platform (including but not limited to impressions, click-through rates, favorites, member binding count, point statistics, redemption records, push open rates, walk-in rates, review counts, average customer spend, geographic heat data). The Platform may use such data for:

• (a) service quality enhancement, system operation and maintenance, and troubleshooting;
• (b) training and optimization of algorithms, recommendation systems, and AI models;
• (c) overall statistics, analysis, and research of the Platform.

When the Platform uses the foregoing data externally (including commercial presentations, pitching, media publicity, industry research, or authorized commercial partners), it shall do so in an aggregated, statistical, or de-identified form that cannot identify the individual merchant's identity. Where external disclosure or authorization in a form that can identify the individual merchant's identity is required, the prior individual consent of that merchant shall be separately obtained, and the merchant may withdraw such consent at any time; however, disclosure of the fact that "the merchant is an onboarded merchant of the Platform" is handled per Section 9.3-1.

5.2 Strict Limits on Member Data Use (Core Provision)

Member data the Merchant obtains through the Platform (including but not limited to member ID, QR code, binding time, point records, coupon redemption records, push read records, consumption records, contact information, geographic information, behavioral preferences) is by nature data the Platform has obtained with member consent under the Personal Data Protection Act and entrusted to the Merchant for processing within the Platform's scope. The Merchant is in the position of a fiduciary processor (delegate) with respect to such data, and does not own such data.

The Merchant's use of member data is absolutely limited to the following scope:

• Necessary operations on the Platform's points, coupon redemption, member binding, review responses, and reservation/queueing;
• Responding to member inquiries or complaints within the Platform interface;
• Necessary record retention under the Business Accounting Act, Income Tax Act, and Business Tax Act.

The Merchant shall absolutely not engage in any of the following (violators shall be subject to liquidated damages under Article 11, and criminal complaints under Article 41 of the Personal Data Protection Act):

• Reselling, lending, renting, or gifting member data to third parties;
• Incorporating member data into the Merchant's own member database, CRM system, email marketing tools, SMS broadcast systems;
• Using member data for marketing, surveys, advertising, research, or market analysis outside the Platform;
• Providing member data to data brokers, advertisers, partners, or affiliates;
• Using member contact information to actively contact members on the Merchant's own app, website, social media, LINE official accounts, or other platforms;
• Using member data for the Merchant's own loyalty programs or reward points systems (unless integrated with the Company's written consent);
• Retaining member data for future commercial use after the Merchant ends its Platform contract;
• Without the Company's written consent, disclosing the QR code, member ID, or other members' information to members.

5.3 Merchant's Obligation to Protect Member Data

• The Merchant shall establish appropriate data security measures, including but not limited to: (a) employee permission management and least-privilege principle; (b) encrypted data storage; (c) regular password changes; (d) immediate revocation of departing employee permissions; (e) DPA signing with third-party suppliers; (f) employee confidentiality undertakings.
• If the Merchant experiences a member data leakage, hacking, mis-sending, or loss event, the Merchant shall notify the Platform in writing within 24 hours of becoming aware, and cooperate with the Platform's incident handling process (including incident investigation, member notification, regulatory reporting). Late notification or failure to cooperate is deemed material breach.
• The Merchant shall compensate the Platform, members, and third parties for damages caused by its violation of this Article (including regulatory fines actually borne by the Platform as a result of conduct attributable to the Merchant, litigation costs, necessary PR costs, and reasonably provable reputational damage). Where a regulatory fine imposed on the Platform results from the Merchant's culpable unlawful conduct, the Merchant shall be liable to the Platform for that portion; however, administrative penalties being personal in nature, fines the Platform incurs for breach of its own compliance obligations shall not be passed on to the Merchant.

5.4 The Platform's Processing of Personal Data

The Platform processes personal data of Merchants, Merchant representatives, employees, and members per the Personal Data Protection Act and the Privacy Policy. The Merchant has obtained its representatives' and employees' consent to provide their personal data to the Platform for processing.

5.5 Data Retention

After termination of this Agreement, the Platform shall retain necessary transaction records, member records, and merchant data based on legal obligations (up to 7 years), and shall delete or de-identify per the Personal Data Protection Act after expiration. The Merchant may not request the Platform to expedite destruction of all records under this Agreement.

5.6 Customer Lists Imported by the Merchant (Entrusted Processing)

5.6.1 Scope of Application and Data Fields

This Section applies to customer personal data created by the Merchant through the Platform's "Customer Roster" function, whether created by batch file import, added record by record in the merchant back office, or created by any other means (the "Imported List"). The Imported List consists of data the Merchant has itself collected outside the Platform; it differs in nature from the member data the Merchant obtains through the Platform (Section 5.2), and the two shall be applied separately.

The fields of the Imported List are limited to the fields provided by the Platform's interface, namely: the customer's name or form of address, contact telephone number, and the notes and tags entered by the Merchant itself. The Merchant shall not, by any means, embed within the foregoing fields any personal data beyond that scope (such as national identification numbers, dates of birth, residential addresses, or financial account information); in the event of a violation, the Platform may delete such content forthwith.

Data concerning the same natural person may exist simultaneously in the member data under Section 5.2 (where the Platform is the collector and the Merchant is the fiduciary processor) and in the Imported List under this Section (where the Merchant is the collector and the Platform is the fiduciary processor). The direction of entrustment in the two cases is the reverse of one another; they shall be applied separately and stored separately, and neither party may invoke one for the other, process them in combination, or treat consent given for one as covering the other. No relationship of analogous application arises between Section 5.2 and this Section.

5.6.2 Status of the Parties

With respect to the Imported List, the Merchant is the collector and the entrusting party (the controller who commissions the processing) referred to in the Personal Data Protection Act, and the Platform stands in the position of a fiduciary processor (delegate), processing solely on the Merchant's instructions and within the scope of the Platform's functions. The Platform acquires no rights in the Imported List by reason of such entrusted processing.

5.6.3 Merchant's Representations and Warranties

Each time the Merchant (including its authorized employee accounts) performs an import or addition and checks the consent statement, the Merchant thereby makes the following representations and warranties with respect to that operation. Such electronic records constitute the written form agreed by both parties, and the Merchant, in accordance with the declaration of commercial-customer status in the Preamble to this Agreement, may not subsequently assert that the operator lacked authority, did not read, or did not understand them:

• (a) Such personal data was lawfully collected under the Personal Data Protection Act; the Merchant has performed its statutory notification duty toward the data subjects in accordance with the law; and the recipients of use covered by that notification include "the Company, as the provider of the reservation, waitlist, and customer management system services used by the Merchant" or a statement of the same nature;
• (b) The Merchant has obtained the data subjects' consent, or has statutory grounds for collection, processing, and use, and is entitled to entrust such data to the Platform for processing, and such entrustment does not violate any agreement between the Merchant and the data subjects;
• (c) The Imported List was collected by the Merchant directly from its customers in the course of its own business, and was not purchased from, exchanged with, or rented from a third party, nor bulk-extracted (scraped) from public sources, nor exported in violation of any contract between the Merchant and any third-party platform or service provider;
• (d) The Imported List is limited to the scope necessary for customer service and shall not contain the special categories of personal data specified in the Personal Data Protection Act, namely medical records, medical treatment, genetic information, sex life, health examinations, and criminal records. The notes and tags fields may record only the dietary preferences and restrictions necessary for service (for example: no peanuts, no seafood, no cold drinks), and shall not record disease names, medical history, diagnoses, medication, physical or mental disability, pregnancy status, or any other description of health condition;
• (e) Where the Merchant uploads special categories of personal data in violation of the preceding paragraph, in addition to bearing full legal liability itself, the Merchant agrees that the Platform may, upon becoming aware or upon being notified, delete such field content or such record forthwith without prior notice and may, where necessary, suspend that Merchant's use of the functions specified in this Section, and the Merchant may not claim compensation or raise objection. The Platform does not conduct a substantive record-by-record review of the content of the Imported List, but may apply technical checks on character count, format, or keywords to the notes and tags fields; such checks are solely for the purpose of filtering prohibited content and do not constitute any additional use of the Imported List by the Platform;
• (f) The Merchant shall retain records of its performance of the notification duty and of its obtaining of consent (or other statutory grounds), and shall produce them within 5 business days upon request by the Platform or a competent authority (the duty to cooperate applies mutatis mutandis per Section 4.5). Where the Merchant is unable to produce them, the Platform may suspend its use of the functions specified in this Section and require it to delete the relevant list.

The representations and warranties under this Section constitute a special agreement to Section 2.3 with respect to the Imported List.

5.6.4 Limits on the Platform's Processing

The limits on the Imported List under this Section constitute a special provision to Section 5.1 and shall apply to the Imported List in priority to Section 5.1; the Imported List does not fall within the "operational data generated by the Merchant on the Platform" referred to in Section 5.1, and the Platform may not assert any processing authority under Section 5.1.

With respect to the Imported List, the Platform:

• (a) makes it available solely for that Merchant's own reservation, waitlist, on-site seating, and customer service on the Platform;
• (b) shall absolutely not provide or disclose it to any other merchant or any third party (except the sub-processors specified in Section 5.6.12);
• (c) shall absolutely not merge it into the Platform's member database, nor cause such data subjects to become members of the Platform;
• (d) shall absolutely not use it for marketing, push notifications, advertising, or model training by the Platform or any third party, nor for any internal or external statistics, analysis, or research; only such counting as is necessary for system operation and maintenance, information security, and accounting audit is permitted;
• (e) No-matching principle: shall absolutely not match, link, identity-associate, or cross-query the Imported List against the Platform's member database (including member names, telephone numbers, account identifiers, reservation records, reviews, and behavioral records), nor thereby disclose to the Merchant whether a given customer is a member of the Platform, or disclose to a Platform member that they exist in any merchant's Imported List. Should the Platform in future intend to offer the foregoing matching functionality, it shall separately obtain the individual consent of the member concerned and shall first amend this Section before doing so;
• (f) shall adopt appropriate technical and organizational security measures (including access-privilege control, encryption in transit and at rest, retention of audit trails, and incident notification and response procedures) in accordance with the Personal Data Protection Act and its Enforcement Rules concerning security measures for non-government agencies, and shall, upon the Merchant's request, provide a written description of the foregoing measures for the Merchant to keep as its supervision record of the Platform;
• (g) Authorized personnel of the Platform may access the Imported List within the minimum scope necessary for system operation and maintenance, troubleshooting, data backup and restoration, and assistance requested by the Merchant or a data subject, and shall retain access trails. Except in the foregoing circumstances and as required by law or a competent authority, the Platform shall make no other access.

5.6.5 Limits on the Merchant's Use

With respect to the Imported List, the Merchant may view and match it only within the Platform's reservation, waitlist, on-site seating, and customer service; the Merchant shall not use the Platform to send push notifications, SMS messages, coupons, or any marketing message to the data subjects of the Imported List, nor cross-match, merge, or reverse-identify it against the Platform's member data.

Section 5.3 of this Agreement concerning the Merchant's data protection obligations, notification of data incidents (written notification to the Platform within 24 hours of becoming aware), and the duty to cooperate applies mutatis mutandis to the Imported List.

5.6.6 Exercise of Data Subject Rights

• (a) Where a data subject of the Imported List exercises the rights of inquiry, review, provision of a copy, supplementation, correction, cessation of collection, processing or use, or deletion under the Personal Data Protection Act, the Merchant, being the collector of such data, is responsible for granting or refusing the request and for responding to it.
• (b) Where the Merchant requires the Platform's cooperation in order to respond under the preceding paragraph, the Platform shall complete the cooperative work within 5 business days of receiving the Merchant's notice, so that the Merchant may reach its decision to grant or refuse within the periods prescribed by the Personal Data Protection Act (15 days for requests for inquiry, review, or provision of a copy; 30 days for requests for supplementation, correction, cessation of collection, processing or use, or deletion, each extendable once in accordance with the law where necessary).
• (c) Where a data subject submits a request directly to the Platform (support@swayfoodapp.com), the Platform shall forward it to that Merchant within 3 business days and shall at the same time inform the data subject, in a manner they can understand, that: the collector of such data is that Merchant, that their rights should be exercised against that Merchant, and that the Platform has completed the forwarding. To protect the data subject's data, the Platform may first confirm, by means such as an SMS verification code, that the requester is indeed the holder of that telephone number; before verification is complete, the Platform shall neither confirm nor deny to any person whether that number exists in any merchant's Imported List.
• (d) Where the Merchant fails to provide handling instructions within 7 days after the Platform forwards the request under the preceding paragraph, the Platform may carry out the necessary handling directly under the Personal Data Protection Act (including ceasing the processing and use of, or deleting, that record), and the Merchant may not object; handling carried out by the Platform under this paragraph does not constitute a breach of this Agreement.
• (e) Where a data subject is unable to identify the merchant, the Platform may explain that Imported Lists are held separately by merchant and that the Platform cannot search across merchants; however, where the data subject provides information sufficient to identify the record, the Platform shall nevertheless use its best efforts to assist.
• (f) Deletion carried out by the Platform under this Section extends to that record within the Imported List. Reservation and waitlist records the data subject previously completed through the Platform or that Merchant are data separately collected by the Platform under the Privacy Policy, and their deletion is handled per the Privacy Policy; in responding to the data subject, the Platform shall truthfully explain what has been deleted, what is retained as required by law, and the reasons therefor.
• (g) Nothing in this Section shall be construed as limiting or depriving data subjects of the rights they enjoy under the Personal Data Protection Act; such rights may not, under the law, be waived in advance or limited by special agreement.

5.6.7 Deletion, Export, and Retention

• (a) The Merchant may at any time delete individual records or an entire Imported List in the merchant back office, or export its entire Imported List in CSV format. Upon deletion, the Platform shall immediately remove such data from the online system, and neither the Merchant nor its employees shall thereafter be able to view or restore it in the back office by any means; residual data in backups and off-site copies shall be overwritten and purged as backups rotate within the established retention cycle of the Company's cloud database service, and prior to being overwritten may be used only for the purpose of system disaster recovery and shall not be restored into the online system.
• (b) Where a Merchant account is suspended, rejected, or terminated, the Platform shall give notice by the Merchant's registered email and by back-office message, and shall provide an export period of not less than 30 days counting from the date the Platform marks that account as suspended, rejected, or terminated; upon expiration of that period, the Platform shall delete that Merchant's Imported List, and shall give one further reminder notice 7 days before deletion.
• (c) Where a Merchant account is deleted in its entirety, or the Merchant can no longer be contacted, the Platform may delete its Imported List forthwith.
• (d) Upon termination of this Agreement, the Merchant may export its Imported List within 30 days from the effective date of termination, after which the Platform shall delete it. With respect to the Imported List, Section 5.5 (including the retention period and the agreement that the Merchant may not request expedited destruction) and the retention provision in the final paragraph of Section 12.3 shall not apply.
• (e) For the avoidance of doubt, reservation and transaction records generated through the Platform's reservation and waitlist functions are the Platform's own operational records, are retained under Section 5.5, and are not deleted together with the deletion of the Imported List; however, after the roster is deleted, the Platform shall de-identify the identifying fields within such records, such as name and telephone number, that originate from the Imported List.
• (f) The foregoing deletion does not extend to the audit records specified in Section 5.6.14; such records do not contain the personal data content of the Imported List, and their retention is handled per Section 5.6.14 and the Privacy Policy.
• (g) Where a complaint, dispute, litigation, or investigation by a competent authority has commenced or can reasonably be anticipated and the Imported List constitutes necessary evidence, the Platform may, until the conclusion of such proceedings, retain the necessary scope of data in an isolated form for use solely in the legal proceedings, and shall no longer make it available to that Merchant for inquiry.

5.6.8 Merchant's Indemnification Liability

Where the Merchant violates the representations and warranties in Section 5.6.3 or the limits on use in Section 5.6.5, and the Platform is thereby penalized by a competent authority, is subject to a claim for compensation by a data subject or a third party, or thereby incurs necessary investigation, forensic, data-subject notification, and legal expenses, the Merchant shall, as to the portion attributable to the Merchant's conduct and within the scope of adequate causation, be liable for the amounts actually and necessarily expended or borne by the Platform.

A claim under this paragraph is in the nature of damages, and is not the liquidated damages referred to in Section 11.1 as a pre-agreed measure of damages; its scope is determined per Section 11.2 and is limited to the Platform's actual damage.

The foregoing indemnification does not extend to penalties, claims, or expenses caused by the Platform's own acts or omissions (including inadequate security measures, system defects, or personnel operating errors); the Platform bears such liability itself. Administrative penalties being personal in nature, fines the Platform incurs for breach of its own compliance obligations shall not be passed on to the Merchant. Where both parties are culpable in respect of the same damage, the loss shall be apportioned in accordance with the provisions of the Civil Code on contributory negligence.

Reasonable attorneys' fees incurred as a result of a third-party claim fall within the scope of the foregoing damages; as for attorneys' fees as between the parties in a dispute arising under this Section, they are handled per Section 13.5.

The allocation of liability under this Section is effective only as between the Platform and the Merchant, and does not affect any claim or disposition that a data subject or a competent authority may lawfully make against either party.

5.6.9 The Platform's Liability

Where, through the Platform's intent or gross negligence, the Imported List is leaked or improperly accessed, or the Platform violates the processing limits in Section 5.6.4, the Platform shall be liable under the law for the damage thereby caused to the Merchant, and the liability cap in Section 10.4 shall not apply.

5.6.10 Notice and Procedure for Indemnification

Where the Platform is subject to an investigation by a competent authority or to a third-party claim and intends to seek indemnification from the Merchant under Section 5.6.8, it shall notify the Merchant in writing within 10 days of becoming aware; the Merchant may participate in the defense at its own expense and shall provide necessary assistance. Before settling such a claim, the Platform shall consult the Merchant's opinion; where the Merchant does not raise a written objection and propose an alternative within 10 days of the Platform's notice, it is deemed to have agreed. Where the Merchant fails to cooperate under this Section, it may not subsequently dispute the reasonableness of the Platform's handling.

5.6.11 Notification of and Cooperation on Data Incidents

• (a) Where the Platform becomes aware that the Imported List has been or may have been leaked, stolen, altered, damaged, or otherwise infringed, it shall notify the Merchant by email and back-office message within 72 hours of becoming aware (in urgent circumstances, a preliminary notice shall be given first), stating: the known facts and course of events, the categories and number of records of data involved, the remedial measures taken and to be taken, the measures recommended for the Merchant to adopt, and the Platform's contact point.
• (b) Notification to data subjects under the Personal Data Protection Act shall be made by the Merchant (the collector); the Platform shall assist by providing the scope of the affected list, chronological records, and necessary technical explanations, and may not refuse such assistance by invoking the limitation-of-liability provisions of this Agreement.
• (c) Where the Merchant becomes aware of such an incident regarding the Imported List, it shall notify the Platform in writing within 24 hours (Section 5.3 applies mutatis mutandis).
• (d) Reporting to competent authorities shall be carried out by each party under the laws applicable to it, and the parties owe each other a duty of reasonable cooperation.

5.6.12 Sub-Processing and Data Locations

• (a) The Merchant understands and agrees that, in order to provide the functions specified in this Section, the Platform may entrust the Imported List for processing to the following categories of technical service providers (the "sub-processors"): cloud database and authentication services, application server hosting services, and network and information security services. The current list of sub-processors, the categories of data they process, and the principal data locations are published in the Privacy Policy and may be consulted by the Merchant at any time.
• (b) The Imported List may be stored or processed in locations outside the Republic of China (currently including Japan, the United States, and the global redundancy nodes of the Platform's service providers). The Platform shall execute with its sub-processors, or accept their published, data processing agreements requiring them to provide a level of protection no lower than that of this Section, and shall be liable to the Merchant for the sub-processors' conduct to the same extent as for its own.
• (c) Where the Platform changes the categories of sub-processors or the principal data locations, it shall give notice to the Merchant's registered email 30 days before the change takes effect; if the Merchant does not accept the change, it may terminate its use of the functions under this Section per Section 1.3 and require deletion of its Imported List.
• (d) The Merchant shall state the foregoing locations of use and the fact of outsourced processing in the notification it gives to data subjects under the Personal Data Protection Act. The Platform provides a template notification for the Merchant's reference; that template does not constitute legal advice, and the Merchant remains responsible for confirming the completeness of its own notification.

5.6.13 Retention Period and Handling upon Cessation of Business

• (a) The Imported List is retained for the period during which the Merchant account remains valid. The Merchant shall, under the Personal Data Protection Act, itself periodically review whether the specific purpose of its collection has ceased to exist, and delete data that is no longer necessary to retain.
• (b) The Platform may, by back-office message, remind the Merchant to review Imported List data that has not been accessed or updated for more than 24 months; where the Merchant takes no action within 90 days of the reminder, the Platform may delete such data.
• (c) Where the Platform ceases business or discontinues the functions specified in this Section, it shall notify the Merchant 60 days before the cessation takes effect, provide an export period, and delete all Imported Lists upon expiration of that period. The Platform's personal data file security maintenance plan and its method of handling personal data after cessation of business are governed by the Personal Data Protection Act.

5.6.14 Audit Records

The Platform retains audit records of each import, addition, and deletion operation on an Imported List (the merchant employee account performing the operation, the time, the number of records submitted and the number successfully processed, the version of the statement consented to, and the source IP address) for a retention period of 5 years, for use as evidence by both parties and in cooperation with inspections by competent authorities. Such records do not contain the personal data content of the Imported List; to the extent they involve the personal data of the Merchant's employees, they are handled per Section 5.4. The Merchant may at any time request that the Platform provide its own audit records, for the Merchant to keep as its supervision record of the Platform.

5.6.15 Merchant's Supervision and the Platform's Cooperation

Under the Personal Data Protection Act and its Enforcement Rules concerning entrusted processing, the Merchant, as the entrusting party, bears a duty to supervise the Platform in respect of the processing specified in this Section. The Platform shall, upon the Merchant's request, provide the following documents at least once a year for the Merchant to keep as its supervision record: (a) a description of the scope, data categories, methods, and period of processing of the Imported List; (b) a description of the security measures adopted by the Platform; (c) the categories of sub-processors and the principal data locations; (d) that Merchant's audit records of imports, additions, and deletions. Where the Merchant has specific retention instructions, it may submit them in writing (merchant@swayfoodapp.com), and where the Platform confirms them to be technically feasible, the parties shall separately agree on them in writing.

5.6.16 Chain Brands

An Imported List is held on the basis of the individual store that imported or created it, and is not shared or viewable among other stores of the same brand through the brand-sharing mechanism under Section W.4. Where a chain brand requires sharing of an Imported List at the brand level, the brand headquarters shall submit a written request and confirm that the stores concerned belong to the same legal entity; where stores belong to different legal entities (such as franchised stores), the flow of data between them constitutes provision to a third party, requires separate statutory grounds under the Personal Data Protection Act, and shall be handled with the procedure for obtaining data subject consent under Section W.5 applying mutatis mutandis.

5.6.17 Application of Foreign Law

This Section is drafted under the Personal Data Protection Act of the Republic of China (Taiwan). Where the Merchant's place of business, or the location of the data subjects of the Imported List, is additionally bound by the EU General Data Protection Regulation (GDPR), the Act on the Protection of Personal Information of Japan, the Personal Information Protection Act of Korea, or other foreign personal data laws, the Merchant shall itself confirm the lawfulness of its conduct; the parties may, as required by such laws, separately execute a Data Processing Addendum or standard contractual clauses. Until such separate execution, the Merchant shall not upload personal data bound by such laws.

5.6.18 Priority and Survival

This Section is a special provision to Sections 5.1 and 2.3 with respect to the Imported List and shall prevail in the event of conflict. After termination of this Agreement, Section 5.6.4 (limits on processing), Sections 5.6.8 through 5.6.11 (indemnification, procedure, and incident notification), and Section 5.6.14 (audit records) of this Section shall remain in effect; the deletion obligations under Section 5.6.7 shall be performed at the times specified in the respective paragraphs and shall not survive after performance, unaffected by Section 12.4.

This Section takes effect on October 1, 2026 (the effective date shall fall after the expiration of 30 days counting from the date the individual notice is sent).

Article 6: Fees, Payment, Invoices

6.1 Fee Items

The Merchant shall pay the Platform the following fees per its selected plan and add-on items:

• Plan usage fees: Free (NT$0), Plus Merchant (NT$299/month, NT$1,499/semi-annual, or NT$2,699/year);
• Advertising fees: Merchant-purchased exposure boosts, placements, push add-ons, Email Blast;
• Value-added service fees: advanced analytics, custom reports, API integration, priority customer service;
• Custom project fees: individual pricing for chain brands, collaborations with content creators or marketing partners, advertising agencies via IO;
• Other fees: overuse, technical support, document supplementation, administrative services — the Platform shall notify by backend message or email.

All fees are denominated in New Taiwan Dollars (NTD) and inclusive of tax. The Platform reserves the right to adjust pricing at any time; pricing adjustments do not affect current paid amounts; new pricing applies at next-period renewal.

6.2 Payment Terms

• The Merchant shall pay in full at one time on the payment date the current plan fee per its selected plan; semi-annual plans do not accept monthly installments.
• One-time add-ons (ad placements, push add-ons) shall be paid before scheduling confirmation; the Platform shall not schedule until payment is complete.
• The payment channel is ECPay (credit card); the Platform may adjust available payment channels at any time.
• Based on the Merchant's credit status, past payment history, and dispute history, the Platform may require the Merchant to pay in full advance; the Merchant shall not refuse.

6.3 Late Payment Handling

Days Overdue	Action
1-5 days	System dunning notice + email reminder
6-15 days	Suspend merchant account (ad delisting, backend feature restrictions, push stoppage); default interest on the overdue amount calculated at the statutory interest rate
16-30 days	Freeze member binding relationships; backend view-only mode
More than 30 days	After a 7-day demand and the Merchant still fails to pay, the Platform may terminate this Agreement, disable the Merchant's account, and pursue past fees due through legal procedures

For the collection of overdue amounts, the Platform may claim default interest calculated at the statutory interest rate under Civil Code Article 233 and expenses actually incurred for collection that are necessary and reasonable. Attorney fees arising from litigation or arbitration of either party shall, in principle, be borne by each party itself, and shall not be passed on to the other party regardless of the outcome of the case. The aforementioned account disablement is limited to the Merchant's own account; affiliates or other businesses of the principal that are not contracting parties to this Agreement shall not, by virtue of this paragraph, be automatically disabled or held jointly liable.

The above late payment handling process applies to the Merchant after reasonable notice, and the Merchant may request an explanation where it has doubts as to the calculation of the fees.

6.4 Invoices and Tax

• The Platform issues electronic invoices (B2B triplicate) per the Business Tax Act and Electronic Invoice Implementation Operating Procedures, sent to the Merchant's registered email after each payment.
• The Merchant shall ensure its tax ID number, header, and invoice email are current and accurate; invoice errors and tax disputes caused by inaccurate Merchant information are borne by the Merchant.
• For refunds where invoices have been issued (if any), the Merchant shall cooperate to process discount notes or void; if overdue, deemed used for tax offset, and the Platform may refuse refund or deduct equivalent taxes from the refund.
• The Merchant's own tax filings (including business tax, income tax, profit-seeking enterprise income tax) are borne by the Merchant; the Platform only issues invoices for its services and bears no obligation to withhold or remit on behalf of the Merchant.

6.4.1 Foreign Currency Processing

Where the Merchant pays in foreign currency (including USD, JPY, EUR, CNY, or other currencies), the Company shall convert to New Taiwan Dollars at a reasonable and verifiable reference rate on the date of payment (such as the rate published by the payment processor or a major financial institution), after adding reasonable and pre-disclosed foreign-currency processing and payment-handling fees. The Company shall reasonably disclose the applicable exchange-rate basis and fee rates to the Merchant before payment or in the billing statement; differences arising from exchange-rate fluctuations and the payment institution's handling fees shall, within the scope of such reasonable disclosure, be borne by the Merchant. If the Merchant has doubts as to the conversion result, it may request the Company to provide an explanation of the basis for the conversion. Detailed standards are governed by §9.4 of the Refund and Cancellation Policy.

6.5 Payment Disputes

If the Merchant has fee questions, it should preferably, within 14 days of the invoice date, submit them per §5.2 of the Refund and Cancellation Policy by email (merchant@swayfoodapp.com) with documentation, so that the Company's customer service can promptly assist in clarification. Under its contract with the issuing bank or third-party payment institution, the Merchant inherently retains the right to initiate a chargeback or to withhold payment, which the Company respects. However, if the Merchant, with respect to amounts that are objectively not in dispute, maliciously or without legitimate reason initiates a chargeback / withholds payment, thereby causing the Company actual damage (such as a dispute-handling fee charged by the payment institution), the Company may claim compensation for its actual and reasonable damage; if the amount of compensation is excessive, the parties agree that the court may reduce it to an appropriate amount under Civil Code Article 252. The Company shall not impose punitive fees on, or terminate the account of, the Merchant for the Merchant's legitimate exercise of its chargeback rights.

Article 7: Refunds

7.1 Refunds for merchant plans, advertising placements, and add-ons are absolutely and entirely processed per Article 3 (Merchant Refund Rules) and Article 4 (Advertiser Refund Rules) of the Refund and Cancellation Policy. In conflicts between this Agreement and that Policy, that Policy shall prevail.

7.2 Key refund principles:

• For paid plans, refunds are in principle not granted after payment for the Merchant's own factors (such as actual usage falling short of expectations, or the Merchant's own decision to cease use), but the next billing cycle may be cancelled at any time;
• Monthly plans (Plus Merchant NT$299 / Chain Lite NT$699 / Chain Pro NT$2,499) may cancel auto-renewal anytime in the merchant backend, stopping the next month; the consideration for services already rendered in the current period is in principle not refunded;
• Half-year / annual plans preserve service entitlements until end of term within the contract period; auto-renewal may be cancelled; amounts paid within the contract period are in principle not refunded for the Merchant's own factors, and not on a pro-rata basis;
• Enterprise refunds are governed by individually signed IO or project contracts; if not individually agreed, the principles of this Section apply mutatis mutandis;
• For per-slot billing items such as ad placements / push / Email Blast, once scheduling is confirmed and the Company has allocated resources as agreed, refunds are in principle not granted; where the slot cannot be executed due to a cause attributable to the Company, the Company shall refund the fee for the unexecuted portion;
• Where, due to a cause attributable to the Company (including the Company's material breach, or more than 14 consecutive days of complete unavailability of contract-specified core features), the Merchant's lawful cessation of business, or regulatory changes rendering performance impossible, the Merchant may claim a pro-rata refund for services not yet rendered. The Merchant shall provide necessary documentation, and the Company shall, in accordance with the principle of good faith, make a reasonable determination as to whether and in what amount to refund — this is not a matter of the Company's arbitrary discretion; if the Merchant is dissatisfied with the Company's decision, it may seek a remedy under Article 13 of this Agreement.

7.3 The Merchant is a commercial customer engaged in business activities; with respect to the services it purchases from the Company for its business, it is not a "consumer" within the meaning of the Consumer Protection Act, and therefore the provisions of the Consumer Protection Act specifically established for consumers, such as the consumer's seven-day right of rescission (cooling-off period), do not in principle apply to this Agreement. However, this Agreement, being pre-drafted by the Company and having the nature of an adhesion contract, remains bound by Civil Code Article 247-1 (provisions of an adhesion contract that are manifestly unfair are void), Article 252 (mitigation of liquidated damages), Article 25 of the Fair Trade Act, and other such provisions; this Section shall not be construed as a waiver by the Merchant of the protections conferred by the foregoing laws.

Article 8: Advertising Placement and Ranking Disclosure

8.1 Nature of Advertising Placements

The advertising placements, sponsored rankings, push add-ons, Email Blasts, homepage features, and event exposure purchased by the Merchant are occupations of finite resources by reservation. From the moment of scheduling confirmation, the Merchant is deemed to have occupied such resources, and the Platform shall arrange placements per its unilateral scheduling.

8.2 Right to Review Advertising Materials

• All advertising materials provided by the Merchant (text, images, videos, links) must pass Platform review before going live. The Platform may review whether materials comply with laws, the Platform's policies, and the standards of each channel, and may refuse, request modification, suspend, or remove materials that do not comply; with respect to such decisions to not approve or to remove materials, the Platform shall, except where the situation is urgent or prohibited by law, notify the Merchant within a reasonable period by an appropriate means and briefly state the reasons, and the Merchant, if in doubt, may raise the matter under Article 13.
• If approved materials, after going live, violate laws, the Platform's policies, Apple App Store / Google Play standards, or social media platform content standards, the Platform may immediately remove them; the Merchant has no right to seek refund or compensation.
• The Merchant shall submit materials at least 7 working days before launch date; for late submissions, the Platform may delay scheduling or decline to schedule that slot. Slots executed after a delay shall be billed as usual; if that slot cannot be executed, the fee for the unexecuted portion is handled per the Refund and Cancellation Policy. Where the Merchant wishes to apply for rush handling of late materials, the Platform may, at the Merchant's request, provide a rush service and charge a rush handling fee of NT$2,000 per item.

8.3 Ranking and Recommendation Logic (Trade Secret)

The ranking logic and computation formulas of the Service's search results, random recommendations, restaurant lists, homepage features, related recommendations, and sponsored rankings constitute core trade secrets of the Company. The Merchant expressly agrees:

• The Company has no obligation to disclose ranking weights, computation formulas, training data, or human adjustment details;
• The Merchant shall not investigate, infer, leak, or competitively use such logic by any means;
• The Company may exercise reasonable operational discretion over ranking (including promoting or demoting rankings, adjusting recommendation frequency, conducting A/B testing, adjusting exposure based on cooperation relationships); however, with respect to the vested exposure or entitlements to which a paying merchant is entitled under its plan, the Company shall not act arbitrarily, and the Merchant's dispute in this regard is not precluded by this clause from its legal remedies;
• The Merchant shall not seek compensation based on ranking results not meeting expectations, not aligning with advertiser expectations, or perceived unfairness compared to other merchants.

8.4 Advertising Effects and Data

• Advertising effect data (including impressions, clicks, conversions, dwell time, bounce rate, engagement) shall serve as the principal basis for billing and settlement based on the Platform's backend statistics. Where the Merchant, by its own third-party tracking tools or other objective and verifiable evidence, can demonstrate that the Platform's statistics are manifestly erroneous, the Company shall re-verify the data and, with respect to the portion that is indeed erroneous, make corrections or refund the overcharged fees.
• Merchants with disputes regarding data should file written review requests within 5 days of campaign end, so that the Company can promptly retrieve records to assist verification; where a request is filed late, the Company shall nonetheless accept a dispute raised within a reasonable period and supported by objective evidence, but the Merchant shall bear the evidentiary disadvantage of the added verification difficulty caused by its delay. Lateness in itself shall not give rise to a preclusive effect of "deemed accepted, no further dispute permitted."
• The Platform does not warrant that any advertising placement will result in specific revenue, customer numbers, or commercial benefits; data analytics are for reference only and do not constitute commercial advice.

8.5 Advertising Legal Liability

If advertising materials provided by the Merchant violate laws, infringe third-party rights, or cause damages to the Company or third parties (including regulatory fines, consumer complaints, media litigation, reputational damage), the Merchant shall fully compensate all damages, and shall additionally bear liquidated damages under Article 11.

Article 9: Intellectual Property and Trademark License

9.1 License of Merchant Content

The Merchant warrants that all content uploaded, posted, or submitted to the Platform (including merchant information, menus, photos, videos, event copy, promotional information, push copy, review responses) is lawfully owned or has been lawfully licensed, and, during the term of this Agreement, grants the Company and its affiliates a non-exclusive, sublicensable (only as necessary for the Platform's services) license, within the scope reasonably necessary to provide and promote the Platform's services, as follows:

• Reproduction, storage, copying, backup, editing, adaptation, modification (limited to transformations necessary for format conversion, compression, language translation, and content moderation);
• Public display, public transmission, public broadcasting, and distribution on the Platform and on the Company's own marketing, advertising, brand-promotion, pitching, and presentation channels, in order to present and promote the merchant's store information on the Platform;
• Use for training and optimizing the Company's internal algorithms, recommendation systems, and AI models (where identifiable information is involved, in a de-identified form);
• Where it is necessary to authorize a third party outside the Platform (such as partner media or advertising partners) to use the content beyond the foregoing scope, the individual consent of that merchant shall be separately obtained.

The Merchant may at any time disable content display in the backend, or withdraw the foregoing license by written notice; after termination of this Agreement or withdrawal of the license by the Merchant, the Company shall, within a reasonable period (except for backups necessary by law or for reconciliation), cease using such content and take it down from the aforementioned external channels. Content that has been lawfully and in good faith cited by a third party, or backups that must be retained as a matter of legal obligation, are excepted.

9.2 Platform's Intellectual Property

SWAY's brand, trademarks, logos, interface designs, visual elements, icons, source code, API, algorithms, recommendation logic, database structures, copy, product documentation, instructional videos, merchant backend software, and QR code designs are the Company's intellectual property, protected by the Copyright Act, Trademark Act, Patent Act, Trade Secrets Act, and international conventions. The Merchant shall not counterfeit, copy, modify, reverse engineer, distribute, adapt, or use commercially in any way, nor shall it assist any third party to do so.

9.3 Trademark License (Limited Use)

The Company may, at its sole discretion, allow the Merchant to use SWAY trademarks and logos on its merchant store, website, or social media promotional materials during the cooperation period, subject to the following limitations:

• Usage method must first be approved in writing by the Company, in compliance with the Company's brand usage standards (color, ratio, spacing, applicable scenarios);
• SWAY trademarks shall not be modified, distorted, recolored, or combined; shall not be used as part of the Merchant's own brand;
• Shall not imply that the Company endorses the Merchant's quality, sanitation, or safety;
• Upon termination of this Agreement or downgrade of Merchant plan to Free, the Merchant shall actively remove all SWAY trademark materials within 7 days. Failure to remove on time — the Company may seek infringement damages under Article 95 of the Trademark Act.

9.3-1 Mutual Use of Merchant Brand and Logo

• Merchant's authorization: The merchant agrees and authorizes the Platform, during the merchant's use of the Platform, to use the merchant's store name, brand name, and logo in the Platform's marketing and promotional channels (including but not limited to the "Partner Merchants" / "Merchant Wall" sections of the Platform's official website, the SWAY App, external presentations, and factual posts on official social media accounts), for the purpose of stating the fact that the merchant has joined the Platform. This authorization is non-exclusive, non-sole, and royalty-free.
• Statement of fact, not endorsement: The Platform's foregoing use merely indicates that the merchant is an onboarded merchant of the Platform, and does not indicate any recommendation, guarantee, or endorsement by the Platform of the merchant's food, service, hygiene, or quality; the Platform shall not make any statement beyond this scope.
• No distortion: When using the merchant's logo, the Platform shall present it in its original proportion and colors, and shall not distort, recolor, or otherwise modify it in a manner that harms its distinctiveness; only proportional scaling to fit the layout is permitted.
• Merchant's warranty: The merchant warrants that it holds lawful rights to, or has obtained authorization for, the store name, brand name, and logo it provides, and that their use does not infringe any third party's rights; if any third party asserts rights in this regard, the merchant shall handle all disputes itself and bear full responsibility.
• Right of withdrawal: The merchant may at any time notify the Platform in writing or by Email (to merchant@swayfoodapp.com) to withdraw this authorization, or disable the "consent to brand display" option in the merchant backend; the Platform shall, within 5 business days of receiving such notice, stop using the merchant's store name and logo in the aforementioned channels. When the merchant's plan is downgraded to Free or the agreement terminates, this authorization automatically lapses, and the Platform shall proactively take it down within the aforementioned period.
• Distinction from third-party platforms: The scope of this authorization is limited to the Platform's own channels; the Platform shall not provide the merchant's logo to any third party outside the Platform for that third party's advertising, except for the Platform's own merchant-recruitment presentations and factual media citations.

9.4 Use of Merchant Proposals and Feedback

Where the Merchant proactively provides the Platform with feedback, suggestions, improvement ideas, bug reports, or feature proposals, it grants the Company a non-exclusive, royalty-free license enabling the Company, within the scope of developing and optimizing the Platform, to use and implement such feedback and incorporate it into product features, without compensation (general feedback typically falling within the ordinary scope of product improvement). The foregoing license does not automatically transfer the intellectual property rights the Merchant already holds in the feedback itself; where the feedback contains significant creations protectable by patent, copyright, or trade secret, and the Company intends to acquire the rights thereto or to apply for a patent, the allocation of rights and reasonable consideration shall be separately agreed in writing with the Merchant.

9.5 Third-Party Infringement Disputes

If content uploaded by the Merchant involves third-party intellectual property disputes, the Merchant shall handle all disputes itself and bear all responsibility and costs (settlement amounts, attorney fees, court fees, third-party compensation), and shall fully compensate the Company for damages thus caused.

Article 10: Platform Intermediary Status and Disclaimers

10.1 Platform's Intermediary Service Nature

The Platform is an intermediary service provider, providing information matching, member binding, review presentation, ad placements, and technical infrastructure between Merchants and consumers. The Company:

• Is not a party to the consumption contract between the Merchant and consumers;
• Is not a guarantor of the quality, sanitation, or safety of the food, beverages, or services provided by the Merchant;
• Bears no liability for consumer disputes, refunds, personal injury, or property loss;
• Is not responsible for the truthfulness of content, advertising, or promotions posted by the Merchant;
• Is not responsible for the truthfulness or appropriateness of consumers' review content.

10.2 Non-Warranty Items

The Platform is provided on "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by law, the Company, its affiliates, directors, employees, and partners make no express or implied warranties regarding the Platform:

• The Merchant's use of the Platform will result in specific revenue, customer numbers, reservations, member binding count, or commercial benefits;
• Real-time accuracy, completeness, or currency of the Platform's data;
• The Platform's uninterrupted, error-free, virus-free, or attack-free operation;
• Stable availability of third-party services (Google Maps, Apple, Google, ECPay, Cloudflare);
• Specific effectiveness of member binding, push delivery, or review authenticity;
• Suitability for the Merchant's specific commercial purpose, merchantability, or commercial applicability.

The Platform's data analytics, recommendation results, and market trend reports are for reference only and do not constitute the Company's commercial advice, prediction, or warranty. The Merchant shall judge for itself and bear all risks of commercial decisions. However, the foregoing non-warranty does not affect the Company's liability for its intent or gross negligence, or for liability that cannot be excluded under mandatory law, for which the Company remains liable in accordance with the law (Civil Code Article 222).

10.3 Disclaimer for Third-Party Damages

For the following causes not attributable to the Company resulting in service interruptions, performance degradations, business impacts, or losses, the Company, to the extent permitted by law, bears no liability:

• Force majeure events (per the definition in §6.1 of the Refund and Cancellation Policy);
• Scheduled or unscheduled system maintenance, version updates, performance tuning (where reasonable notice and due care have been exercised);
• Interruptions, policy changes, price increases, or termination of cooperation by third-party services (Apple, Google, Meta, X, LINE, ECPay, Cloudflare, Supabase, Railway, Anthropic, OpenAI, Resend, Twilio);
• The Merchant's own equipment, network, or operational errors;
• Acts of the Merchant's employees, agents, or partners;
• Consumer reviews, reports, or complaints (whose content is not authored by the Company);
• Other events not attributable to the Company.

The disclaimer in this Section does not apply to the Company's intent or gross negligence, nor to liability that cannot be excluded under mandatory law.

10.4 Limitation of Liability (Cap)

To the maximum extent permitted by law, the Company's total liability to the Merchant for all causes (including contract, tort, unjust enrichment, management of others' affairs, restitution), whether for a single event or cumulative events, shall be capped at the higher of:

• (a) the total plan fees the Merchant actually paid to the Company in the 12 months preceding the alleged event; or
• (b) NT$30,000.

The Company, to the extent permitted by law, bears no liability for indirect, incidental, consequential damages, lost profits, business interruption, or business opportunity loss. This cap is the parties' reasonable risk allocation for ordinary circumstances.

The foregoing liability cap and exclusion of damage types do not apply to the following circumstances — in the following circumstances, the Company remains fully liable under the law for the damages caused, without any limitation under this Section:

• Damages caused by the Company's intent or gross negligence (Civil Code Article 222; liability for intent or gross negligence may not be excluded in advance);
• Damages arising from injury to life, body, or health;
• Other liability that may not be limited or excluded in advance under mandatory law.

Article 11: Liquidated Damages and Merchant's Indemnification Obligation

11.1 Liquidated Damages and Compensation

If the Merchant violates any provision of this Agreement (including but not limited to: Article 2 inaccurate registration information, Article 4 absolutely prohibited acts, Article 5 member data abuse, Article 6 payment obligations, Article 8 advertising legal liability, Article 9 IP infringement), the Company may terminate this Agreement and claim compensation for the damage it actually suffers as a result of such breach.

For certain types of breach whose specific damage is difficult to calculate promptly, the parties may agree on liquidated damages as a pre-estimate of the total compensation for damage; the amount thereof shall be commensurate with the damage that may reasonably be anticipated:

• General Breach: the Company may claim compensation equivalent to the actual damage caused by such breach; where liquidated damages are agreed, in principle not exceeding 1 time the Merchant's annual contract amount.
• Material Breach: (including Article 5 member data abuse, Article 4 off-platform circumvention or review manipulation, money laundering and fraud, dissemination or purchase of fake reviews, Article 2 forgery or alteration of registration information, and violation of confidentiality obligations leaking the Company's trade secrets) the Company may claim compensation equivalent to the actual damage caused by such breach; where liquidated damages are agreed, in principle not exceeding 2 times the Merchant's annual contract amount.
• Personal-data-related liability: where the Merchant's violation of Article 5 results in the Company being penalized by a competent authority, the Merchant shall be liable for the portion of such penalty attributable to the Merchant's conduct.

Where the agreed liquidated damages are excessive, the parties agree that the court may reduce them to an appropriate amount under Civil Code Article 252. The Company's claim for liquidated damages or compensation does not affect its right to terminate the contract, suspend, or recover past fees due as agreed; however, with respect to the same damage, liquidated damages and compensation shall not be claimed cumulatively.

11.2 Scope of Damages

The Merchant shall compensate the Company for the actual damage caused, within the scope of adequate causation, by its violation of this Agreement, which may include:

• The Company's direct losses (server costs, personnel costs, marketing costs, and third-party service fees actually and necessarily incurred to handle the breach);
• Third-party claim amounts and settlement amounts actually borne by the Company as a result of the breach;
• Reputational damage caused by the breach that can be reasonably proven;
• Reasonable and necessary cleanup costs of the Platform caused by the breach (such as re-reviewing relevant content, member notification);
• The portion, attributable to the Merchant's conduct, of any regulatory fine imposed on the Company in respect of the breach.

Attorney fees incurred by each party in litigation or arbitration shall, in principle, be borne by each party itself. The Merchant's compensation to the Company is limited to the actual damage within adequate causation; the Company's liability to the Merchant is handled per Article 10. Each party's liability is based on the actual damage within adequate causation, and this Agreement does not create an asymmetrical compensation arrangement under which one party is uncapped while the other is capped.

11.3 (This section has been deleted)

The original burden-of-proof reversal clause has been deleted; the burden of proof for disputes shall be handled in accordance with the statutory principle under Article 277 of the Code of Civil Procedure.

11.4 Assumption of Liability by Third Parties (Only Where Separately Signed)

The liquidated damages and indemnification obligations under this Agreement shall, in principle, be borne by the contracting Merchant itself. The Merchant's representatives, directors, shareholders, and affiliates, not being contracting parties to this Agreement, shall not by virtue of this Agreement automatically be jointly liable for the Merchant's debts. Where, based on credit or risk considerations, the Company requires a specific natural person or affiliate to provide a guarantee for, or to be jointly liable for, the debts under this Agreement, such person shall separately sign a written letter of guarantee or a joint-guarantee contract, which shall take effect only within the scope it has signed and consented to.

Where the Merchant undergoes a dissolution, division, merger, business transfer, change of principal, or other corporate act, it shall do so in accordance with the Company Act and relevant laws, and the debts already accrued under this Agreement shall not be extinguished by such acts; where they are assumed by the succeeding entity through statutory universal succession or agreed assignment, this shall be handled in accordance with the law. A legitimate corporate reorganization by the Merchant does not, in itself, constitute a breach.

11.5 Restriction on Renewed Cooperation

Where the Merchant's cooperation is terminated by the Company due to a material breach (such as Article 5 member data abuse, Article 2 forgery or alteration of registration information, money laundering and fraud, or serious infringement of IP rights), the Company may, for a reasonable period (in principle not exceeding 2 years), refuse a renewed application for cooperation by that Merchant under the same business entity; the Company may, having considered the Merchant's subsequent remedial situation, restore its eligibility to apply earlier. The foregoing restriction is limited to the entity that committed the breach and does not extend to natural persons who did not participate in the breach.

Internal records established by the Company for risk control shall be properly safeguarded in accordance with the Personal Data Protection Act, used solely for internal review, and not disclosed externally; the personal data of the Merchant or its related persons shall not be made public; nor shall matters that have not yet been investigated and confirmed, or have not been determined by a competent authority, be published externally. Where the Company has a need to make an external statement, it shall do so in a manner that is truthful, verified, and proportionate, and shall bear legal responsibility for its statement.

11.6 Prohibition of Untrue Statements (Respecting Genuine Reviews)

The Merchant is entitled to make truthful, good-faith statements, reviews, or complaints regarding its experience dealing with the Company, which the Company respects and does not restrict by this Agreement. The Merchant shall merely not disseminate, on any channel, statements that are false and capable of damaging the Company's reputation using information it knows or ought to know is untrue, or by malicious or harassing means. Where the Merchant violates the preceding sentence and thereby causes the Company actual reputational damage, the Company may, under the relevant provisions of the Civil Code on tort and the right to reputation, claim compensation for its actual damage and demand the removal of the infringement; if the amount of compensation is excessive, the parties agree that the court may reduce it under Civil Code Article 252. The Company shall not assert a breach against, or claim compensation from, the Merchant for the Merchant's legitimate, truthful reviews or lawful complaints.

Article 12: Termination

12.1 Merchant's Termination Right

The Merchant may terminate this Agreement by 30-day written notice (limited to email to merchant@swayfoodapp.com); however, payments made are processed per the Refund and Cancellation Policy, in principle non-refundable and not on a pro-rata basis.

12.2 Company's Termination Right

The Company may terminate this Agreement in the following circumstances, and shall notify the Merchant and state the reasons at the time of termination or within a reasonable period; where the Merchant is terminated for a non-attributable circumstance other than a material breach, it may claim a pro-rata refund of paid fees not yet expired:

• The Merchant violates any provision of this Agreement (including inaccurate registration information, absolutely prohibited acts, member data abuse, payment obligations, advertising legal liability, IP infringement);
• The Merchant engages in illegal, fraudulent, money laundering, or harmful conduct against consumers or the Company's reputation;
• The Merchant has continuously not used the Platform for 30 days or has not responded to the Company's reminders;
• The Merchant has experienced an account security incident or data leakage event without timely reporting;
• The Merchant enters liquidation, bankruptcy, reorganization, agreed cessation, or bill exchange refusal sanctions proceedings;
• The Merchant has been subject to administrative penalties, mandatory closure, or criminal prosecution;
• Where the Company must terminate the service due to business adjustment, cessation of operations, or withdrawal from that regional market, providing reasonable notice and a pro-rata refund as set out above;
• Force majeure event continuing more than 30 days;
• Dissolution, merger, division, business transfer, or cessation of the Company.

12.3 Disposition After Termination

• The merchant account is immediately disabled at the moment of termination effectiveness; backend, API, push, and ad placements are entirely closed;
• Bound member relationships shall be released or retained at the Company's sole discretion;
• Unredeemed coupons and points: the Company may, at its sole discretion, decide whether to provide consumers with up to a 30-day redemption period, or directly settle and write off; the Merchant may not claim return or compensation for unredeemed balances;
• Plus member traffic, recommendation traffic, and slot exposure obtained by the Merchant during the contract period do not continue;
• The Merchant shall actively remove all SWAY trademark materials within 7 days of termination effectiveness;
• The Company shall retain necessary transaction records, member records, and merchant data based on legal obligations (up to 7 years).

12.4 Continuation of Effect (Survival)

After termination of this Agreement, the following provisions continue to be effective: Article 5 (Data and Member Data), Article 6 (Pursuit of Already-Incurred Fees), Article 8 (Pre-Existing Advertiser Liability), Article 9 (IP), Article 10 (Disclaimers / Limitation of Liability), Article 11 (Liquidated Damages and Indemnification), Article 12 (Effects of Termination), Article 13 (Dispute Resolution), Article 14 (General Provisions), and other provisions that by their nature should continue to apply after termination.

Article 13: Dispute Resolution

13.1 Good-Faith Communication (Not a Mandatory Prerequisite)

For disputes arising out of this Agreement, the parties should first engage in good-faith communication in good faith, with a view to resolving the matter as promptly as possible. Such communication is not a mandatory prerequisite to initiating litigation, arbitration, mediation, a complaint, or the exercise of any other statutory right; either party may at any time exercise its statutory remedies in accordance with the law, without restriction under this Section.

For the avoidance of doubt, no provision of this Agreement shall be construed as restricting or depriving either party of the following statutory rights:

• The right to file a complaint, petition, or report of unlawful conduct with competent authorities (including the authorities competent for personal data protection, food safety, fair trade, labor, etc.) (such rights being of a public-interest nature and not waivable or restrictable by contract);
• The right to apply for mediation, bring litigation, or initiate arbitration under the Consumer Protection Act and the Code of Civil Procedure;
• The right to participate in or initiate a group action, a representative (selected-party) action, or a public-interest action in accordance with the law;
• The right, under the freedom of speech guaranteed by the Constitution, to make lawful statements regarding true facts.

During the handling of a dispute, both parties shall avoid damaging the other party's reputation through statements known to be untrue, or harassing or coercing the other party's personnel; this is a requirement of good faith and protection of the right to reputation, and is unrelated to the legitimate exercise of the aforementioned statutory rights.

13.2 Choice of Remedy

The parties may, for disputes arising out of this Agreement, choose to resolve them by individual litigation, mediation, or arbitration; however, this Agreement does not restrict or exclude either party's right to use the selected-party system under Article 41 of the Code of Civil Procedure, the group actions and public-interest actions under Articles 49, 50, and 53 of the Consumer Protection Act, or any other collective or group remedial procedure in which it may, in accordance with the law, participate or which it may initiate.

13.3 Governing Law

The interpretation, validity, performance, and disputes of this Agreement and all related documents are governed entirely by the laws of the Republic of China (Taiwan); the application of laws of other countries or regions is entirely excluded.

13.4 Jurisdiction

For all disputes arising out of this Agreement, the parties consent to the Taiwan Taipei District Court as the court of first instance with exclusive jurisdiction. The parties may further consent in writing to arbitration by the Chinese Arbitration Association, Taipei in lieu of litigation (seat: Taipei; arbitrators: 3; arbitration language: Traditional Chinese; arbitration fees borne by the losing party).

13.5 Bearing of Attorney Fees

For litigation and arbitration arising under this Agreement, the attorney fees incurred by each party shall, in principle, be borne by each party itself; the bearing of litigation costs shall be handled in accordance with the Code of Civil Procedure. However, where a party is found by the court or the arbitral tribunal to have conducted the proceedings in a manner that is manifestly without merit, malicious, or intended to harass, the other party may, under the provisions of the Civil Code on tort and the like, claim compensation for the actual and reasonable necessary expenses (including attorney fees) it thereby incurs; if the amount is excessive, the court may reduce it under Civil Code Article 252.

13.6 Prevention of Malicious Proceedings

Where either party repeatedly brings litigation or arbitration in a manner that is manifestly without merit, malicious, or intended to harass, thereby causing the other party damage, the other party may, under Article 184 of the Civil Code and other tort provisions, claim compensation for its actual and reasonable damage (including necessary attorney fees); the determination of malice shall be made by the court or the arbitral tribunal based on the evidence of the individual case.

For the avoidance of doubt, a complaint, petition, or report of unlawful conduct filed with a competent authority is a citizen's statutory public-interest right and is not within the scope of this Section; neither party may, under this Section, impose liability on or claim compensation from the other party for the latter's legitimate exercise of the right to complain or report.

Article 14: General Provisions

14.1 Severability

Where any provision of this Agreement is held by a competent authority to be partially or entirely invalid, illegal, or unenforceable, only that provision shall be invalidated under that specific circumstance; this shall not affect the remaining provisions or that provision's validity under other circumstances. The invalidated provision shall be replaced by the closest lawful, valid provision based on its original commercial purpose.

14.2 No Waiver

The Company's failure to exercise or delay in exercising any right or remedy under this Agreement shall not constitute a waiver thereof; the singular or partial exercise of such rights does not preclude exercise of others.

14.3 Entire Agreement

This Agreement, together with the above incorporation-by-reference documents and any written contracts the Merchant and the Company sign separately (including IO, custom contracts), constitutes the parties' complete agreement regarding use of the Platform, and supersedes all prior oral or written agreements, statements, and commitments.

14.4 Contract Assignment

The Company may, as required for a merger, division, business transfer, organizational restructuring, or assignment to an affiliate or successor, transfer the rights and obligations or contractual position under this Agreement to a third party, but shall notify the Merchant within a reasonable period before the transfer takes effect (except as otherwise provided by law or in the case of intra-group restructuring, in principle not less than 30 days). Where there is a risk that the assignee's financial resources or ability to perform are significantly disadvantageous to the Merchant, the Merchant may, within the period specified in the notice, object in writing and terminate this Agreement, and claim a pro-rata refund of paid fees not yet expired. Where the Merchant wishes to assign the rights and obligations under this Agreement to a third party, it shall obtain the Company's prior written consent, which the Company shall not refuse without legitimate reason.

14.5 Method of Notice

All formal notices between the parties shall be delivered by the following methods: (a) Merchant to the Company: email to merchant@swayfoodapp.com; (b) Company to the Merchant: email to the Merchant's registered email and simultaneous posting in the merchant backend message center. A general notice shall be deemed delivered once dispatched and after it can reasonably be expected to arrive in the ordinary course.

For notices that are materially adverse to the Merchant (such as termination of the contract, fee increases, or demand notices for breach), the Company shall use a method by which dispatch can be evidenced (such as retaining dispatch records, backend read records, or receipts); where the Merchant has specific evidence sufficient to show that the notice failed to arrive due to a cause attributable to the Company, no delivery effect shall arise within the scope of that cause. Each party shall maintain the accuracy and accessibility of its registered contact information, and shall bear responsibility for non-delivery caused by its own erroneous contact information or its failure to update changes promptly.

14.6 Language Versions

This Agreement is officially in Traditional Chinese. In case of discrepancy with any translated version, the Traditional Chinese version shall prevail.

14.7 Headings for Convenience Only

The article number headings in this Agreement are for ease of reading only and do not affect the substantive interpretation of the provisions.

14.8 No Partnership or Agency

This Agreement does not create a partnership, agency, employment, joint venture, trust, or other special relationship between the parties. Both parties are independent contracting parties. The Merchant has no authority to make any declaration of intent or commitment on behalf of the Company.

v3 Supplemental Clauses (V1 Launch Edition)

The following clauses are added at SWAY V1's official launch (May 2026) and have legal effect equivalent to all other clauses of this Agreement; in case of conflict between this section and any preceding section, this section shall prevail.

§W.1　Merchant Shall Not Exceed the Scope of Use

1. Any aggregated statistics, member information, or review content accessed by the Merchant through the SWAY platform may be used solely for:
   • Member relationship maintenance within the SWAY platform
   • Marketing push notifications permitted by the platform (mediated by SWAY)
2. The Merchant shall not:
   • Download, copy, or transfer member data collected by SWAY to external systems
   • Speculate about, or attempt to reverse-engineer the identity of, the author of any anonymous review
   • Use member QR code identifiers for purposes outside the SWAY service
3. If the Merchant is found to have breached the above restrictions, SWAY may immediately terminate the cooperation and reserves the right to pursue legal liability.

§W.2　Algorithm Independence

1. SWAY's natural recommendation algorithm ranks primarily by a restaurant's organic popularity (rating, review volume and similar signals). Merchants on a paid plan receive only a small advantage when otherwise comparable (equivalent to +0.1 star in rating), and this never places a lower-rated restaurant above a higher-rated one. Advertising appears only in the separate ad slots and does not affect natural recommendation ranking.
2. If SWAY modifies the algorithm, it shall give notice 30 days in advance via the Merchant Portal.

§W.3　Brand Standees

1. The Merchant may download SWAY QR code standee PDFs free of charge for in-store display.
2. The Merchant shall not modify the SWAY standee design and shall not obscure the SWAY logo.
3. If the Merchant terminates the cooperative relationship, it shall remove all SWAY standees and promotional materials within 30 days.

§W.4　Definitions of Brand and Store

1. Brand: Refers to a commercial identity entity registered on the SWAY platform, held by a single legal person or natural person (hereinafter the "Brand Headquarters"), which may include one or more stores. Each brand corresponds to a unique identifier (brand_id) on this platform.
2. Store (Restaurant / Business): Refers to an individual store under a single brand with an independent place of business, address, telephone, and operating hours. Each store corresponds to a unique identifier (business_id) on this platform and must be associated with a brand.
3. Single-store Brand: A brand with only one store under it; by default, the brand and store have a 1:1 relationship, and chain features are not enabled.
4. Chain Brand: A brand with two or more stores subscribing to the Chain Lite / Chain Pro / Enterprise plans, with chain features enabled. Members, points, and coupons of a chain brand are shared across the brand (all stores under the same brand share the same member pool); cross-brand member data remains strictly independent—the platform shall not share, exchange, or aggregate the data of any member across brands.
5. Store Manager: A store administrator invited by the Brand Headquarters master account, who may only access data of the stores authorized to them (menu, business hours, staff). They shall not modify brand settings, add stores, or view data or aggregate statistics of other stores or the entire brand.
6. Chain Plan Billing: Chain brand plans on this platform are billed per brand, not per store. One monthly fee per brand regardless of the number of stores, provided that the number of stores does not exceed the limit of the subscribed plan (Chain Lite 2 stores, Chain Pro 20 stores; for Enterprise, the number of stores shall be separately negotiated and the monthly fee shall be separately agreed). If the number of stores exceeds the plan limit, the Merchant shall upgrade the plan or reduce stores; requests to add new stores beyond the limit shall be rejected.
7. Trademark Verification Obligation: Applicants for the Chain Lite / Chain Pro / Enterprise plans may be required by the platform to provide a trademark registration certificate issued by the Taiwan Intellectual Property Office or equivalent evidence of brand ownership (overseas Merchants may submit certificates issued by the equivalent authority in their jurisdiction, such as the Japan Patent Office, the Korean Intellectual Property Office, or the China National Intellectual Property Administration). Upon submission, the Merchant is deemed to have authorized the platform to verify the authenticity of the submitted information with the relevant authorities.
   • Consequences of Non-submission or Falsification: If the Merchant fails to provide the trademark certificate within 14 days of the platform's request, or if the certificate provided is found to be forged, the Merchant is not the actual rights holder, or the trademark right has been revoked, the platform may:
     1. Reject the chain plan application;
     2. Immediately suspend the existing account (including store managers' login eligibility);
     3. Handle amounts already paid pursuant to Section 7.2 of this Agreement;
     4. Demand liquidated damages pursuant to Article 11 of this Agreement;
     5. For a Merchant terminated due to the aforementioned forgery or material falsehood, restrict, pursuant to Section 11.5 of this Agreement, its re-application under the same business entity for a reasonable and necessary period (in principle not exceeding 2 years).
   • If the Merchant has already used the brand to solicit customers, accumulate members, issue points, or push promotions and has thereby caused losses to third parties, such liability shall be borne solely by the Merchant. The platform does not assume joint liability and may seek compensation from the Merchant pursuant to Articles 95 and 97 of the Trademark Act and Article 184 of the Civil Code.

§W.5　Data Migration upon Franchisee Withdrawal

1. Data Ownership: Member binding records, point transaction records, and coupon redemption records of stores under a chain brand belong to the Brand Headquarters (rather than individual store managers or franchisees). This is because the member pool of a chain brand is shared across the brand and cannot be partitioned to individual stores. However, ownership of personal data remains with each member. This article governs only the allocation of platform account administration rights and store database access rights and does not affect the member's data rights under Article 3 of the Personal Data Protection Act (including data portability, inquiry, correction, and deletion rights). Members may also independently notify franchisees of their contact information; the platform and the Brand Headquarters shall not restrict such notification.
2. Store Manager Leaves the Chain (Franchisee Withdrawal): When a store manager leaves the chain brand due to termination of the franchise agreement, voluntary withdrawal, removal by the Brand Headquarters, or other reasons:
   • The SWAY account management rights of that store will be reclaimed by the Brand Headquarters; the store manager's login eligibility will be immediately disabled.
   • The member, point, and coupon data accumulated by that store remains with the Brand Headquarters. The platform shall not partition or transfer the member data of that store to the withdrawing franchisee.
   • If the withdrawing franchisee wishes to rejoin SWAY at the same location under a new brand, they must re-register with a new brand_id and shall not inherit the member data of the original brand. Disputes between the franchisee and the original brand shall be resolved by the parties through civil procedures; this platform does not intervene.
3. Physical Store Closure: When a physical store closes but the brand still exists, the Brand Headquarters may mark that store as "closed." Members originally bound through that store remain brand members and may continue to accumulate and redeem points at other stores of the same brand.
4. Exceptional Agreements: If the Brand Headquarters and the franchisee have a separate written agreement permitting the franchisee, upon withdrawal, to obtain a copy of the member data accumulated by their store, both parties shall provide written consent to the platform, and the platform may assist in exporting the member roster of that store (limited to those whose first binding occurred at that store). The exported data must comply with the purpose limitation under the Personal Data Protection Act and may only be used to notify members; it shall not be resold or used for other purposes.
   • Member-side Consent Requirement (Non-waivable): Because members originally bound to the "brand" rather than to an "individual store," transferring member data to a withdrawing franchisee constitutes a "use beyond the specific purpose" under Article 20 of the Personal Data Protection Act and requires separate consent from each member. Prior to export, the platform shall notify the affected members via APP push / Email / in-app message of: (a) the purpose of the data transfer (e.g., to inform that the store has changed operators); (b) the name and contact information of the recipient; (c) the scope of data to be transferred (e.g., name, email, member ID, prior binding date — excluding transaction details and point balances); (d) the option and method to refuse; (e) the effect of refusal (remains a brand member, unaffected). Members who do not affirmatively consent within 14 days of notification shall be deemed to have refused; only data of members who have given explicit consent may be exported.
   • Consequences of Violation: Where data is exported without member consent, the competent authority may impose on the actor administrative fines of NT$50,000 to NT$500,000 per case under Article 47 of the Personal Data Protection Act, and the actor shall also bear civil liability for damages in accordance with the law for its unlawful conduct. Where the Merchant commits such a violation, the liquidated damages agreement in Article 11 of this Agreement shall not be excluded in such circumstances (such liquidated damages remaining subject to the cap in Section 11.1 and the mitigation principle under Civil Code Article 252).
5. Personal Data Protection: Regardless of the type of withdrawal, the processing of members' personal data shall continue to comply with Article 5 of this Agreement and the Personal Data Protection Act. Members may at any time assert their personal data rights (inquiry, supplementation, correction, deletion, etc.) pursuant to Article 3 of the Personal Data Protection Act, and the platform and Brand Headquarters shall cooperate in handling such requests in accordance with the law.

§W.6　Effect of Chain Headquarters' Termination of Subscription on Stores

1. Brand Headquarters Voluntarily Terminates Chain Subscription: When the Brand Headquarters voluntarily downgrades to a single-store plan, ceases renewal, or actively closes the brand account:
   • SWAY services for all stores under that brand shall terminate on the expiration date of the current subscription period.
   • Members may still see the brand's historical binding records and point balance within the app, but cannot accumulate or redeem points at any store of that brand. Unredeemed points may still be redeemed in good faith by the Merchant within 90 days after subscription termination (e.g., by notifying members to redeem at physical stores). After 90 days, the member-facing redeemability of points ceases (the redeem button is no longer shown), but the platform shall continue to retain transaction records (including itemized records of original point accrual, deduction, and redemption) for at least 5 years pursuant to Article 38 of the Business Entity Accounting Act, for tax audit and post-hoc member dispute handling.
   • Store managers' administrative rights shall be terminated simultaneously.
2. Non-payment or Default Termination: If the Brand Headquarters fails to pay, seriously breaches this Agreement, or is terminated by the platform pursuant to Article 12, the procedure for terminating store services is as follows:
   • The platform may notify the Brand Headquarters and store managers of the scheduled termination date 7 days in advance.
   • The member-facing side will display "This brand has suspended service" and prompt members to contact the Brand Headquarters.
   • Unredeemed points are preserved for a 90-day good-faith redemption period as set forth in the preceding paragraph.
3. Individual Store Services Unaffected: This article only governs brand-level subscription termination. Termination due to physical closure of individual stores is governed by §W.5(3); overall brand services are unaffected by the closure of individual stores.
4. Disclosure of Merchant Responsibility: Commercial losses caused to franchisees, stores, or members by the termination of a chain brand subscription (e.g., member attrition, marketing investment that cannot be recovered) shall be borne solely by the Brand Headquarters and have nothing to do with the platform. The platform is responsible only for the services delivered under this Agreement.
5. Downgrade Restoration: If the Brand Headquarters re-subscribes to the same or an upgraded plan within 180 days of subscription termination, the platform may assist in restoring the original member pool and point records; beyond 180 days, a new brand_id must be established, and data restoration is not guaranteed.

§W.7　New Store Zone

1. Nature as a free promotional benefit: The "New Store Zone" is a free promotional benefit offered by the Company within the App to support newly opened merchants. After a Merchant passes review (account status "active") and sets an opening date, the system may, within the eligibility window from 14 days before to 30 days after such opening date, list the store in the New Store Zone and send up to one "new store nearby" promotional notification to eligible members. This benefit is provided free of charge and without consideration; the Company bears no warranty against defects under the Civil Code.
2. No guarantee of results: Listing and push notifications under the New Store Zone constitute promotional assistance only. The Company does not guarantee any level of exposure, reach, clicks, foot traffic, revenue, or commercial benefit, nor that any push notification will be delivered, delivered promptly, or opened (push delivery relies on third-party services such as FCM/APNs/Web Push; non-delivery caused by their interruption, delay, or policy change is subject to the disclaimer in Article 10, Section 10.3). The Merchant may not claim compensation, refund, or breach on the ground that its subjective expectations were not met.
3. Company's operational discretion: The New Store Zone is a promotional slot provided by the Company free of charge. The Company may, based on operational considerations, adjust, suspend, or terminate the New Store Zone, or remove a Merchant from it; such adjustments do not constitute a breach, and the Merchant may not claim compensation merely on account of an adjustment to this free promotional slot. The foregoing adjustments (including changes to the eligibility window length, notification frequency, display ranking, and the recipients and timing of notifications) and their algorithmic logic need not be disclosed item by item by the Company. However, this paragraph does not affect the entitlements the Merchant enjoys with respect to exposure or advertising slots it has separately purchased for a fee.
4. Rules for setting the opening date (important): The Merchant must truthfully enter its actual opening date. Once set, the opening date cannot be changed or cleared. Where a genuine error requires correction, it may only be handled by the Company's customer support or administrators on a case-by-case basis; the Merchant may not claim that the absence of a self-service edit function constitutes a defect or breach.
5. False reporting and abuse: A Merchant who enters a false opening date, or abuses the New Store Zone benefit (including by repeatedly resetting, misreporting opening dates, or making duplicate applications for the same store), shall be deemed in breach of this Agreement. The Company may remove the store from the New Store Zone, and may, in accordance with the procedures set out in Articles 6 and 11, suspend or terminate the Merchant's account and claim liquidated damages under Article 11; amounts already paid shall be handled per Section 7.2 of this Agreement.
6. Truthfulness and indemnification: The Merchant is solely responsible for the truthfulness, accuracy, and legality of its store information (including opening date, store name, address, menu, and photos). Where false or unlawful information provided by the Merchant causes damage to members, third parties, or the Company (including regulatory fines, consumer complaints, reputational harm, and litigation costs), the Merchant shall fully indemnify the Company under Article 11, and the Company bears no joint liability.
7. Platform intermediary status: The New Store Zone is information display and promotional assistance only. The Company does not warrant whether the Merchant opens on schedule, its actual operating status, or the quality of its food and service, and is not a party to the consumer contract between Merchant and consumer; liability allocation follows Article 10.

Article W.8　No-Show Protection

1. Truthful marking: For reservations made by consumers via SWAY's "online booking/queue," the merchant may truthfully mark a consumer as "no-show" in the system when the consumer fails to arrive within the reservation time (plus a reasonable grace period) and has not cancelled in advance. Marking must be based on actual circumstances and must not be false or abusive.
2. No abuse: The merchant must not retaliate against or harm consumers by falsely marking no-shows (e.g., against consumers who left negative reviews). We may monitor each merchant's no-show marking rate and overturn rate, and for anomalies may reduce the weight of its markings, suspend its marking privilege, or conduct manual review.
3. Platform-administered & appeals: The consequences of no-shows (such as temporarily suspending a consumer's online booking) are administered solely by us; consumers may appeal to us, and our determination is final. The merchant must not impose any penalty on consumers itself, nor maintain a cross-store blacklist. Specific rules are as announced by us.

Contact Us

For any questions regarding this Merchant Service Agreement, please contact:

merchant@swayfoodapp.com

SWAY CO., LTD. (registered in Taiwan as 隨食有限公司; brand name "Sui Shi SWAY")
Taipei, Taiwan