General

By subscribing to the ToYou Club, users of ToYou Club (“Users”) agree to all these terms and conditions (“Subscription Terms”), in addition to the Terms and Conditions of Use of ToYou, available at https://toyou.io/en/terms. The Subscription Terms do not replace the Terms and Conditions of Use, which will continue to apply except to the extent these Subscription Terms vary them. Capitalised terms not defined in this Subscription Terms will have the meaning given to them in ToYou’s Terms and Conditions of Use referred to and incorporated by reference by hyperlink above.

1. ToYou Club

1.1 ToYou Club is a customer subscription program consisting of various membership plans offered by ToYou (“ToYou Club”) that allows Eligible Users to get exclusive delivery offers and discounts for Eligible Orders from Available Merchants placed on the Application (as further described in section 2 below).

1.2 ToYou may, in its sole discretion, offer various membership plans and offers and any other types of benefits to the Eligible Users as part of the ToYou Club and which may, among other things, depend on the Eligible User’s location and the distance between the Available Merchant and the Eligible User. Each membership plan has its own specific terms and conditions, which are stated at the time the membership plan is offered and subscribed to in the Application. ToYou reserves the right, in its sole discretion, to set a daily number of order limit for all membership plans offered on the Application in addition to any other specific terms and conditions relating to each membership plan.

1.3 Users may only subscribe to one membership plan at a time.

1.4 By subscribing to ToYou Club, Eligible Users may not benefit from other benefits offered by ToYou on the Application outside of the ToYou Club.

1.5 ToYou may occasionally make changes to these Subscription Terms, including without limitation, the terms and conditions of each membership plan, the benefits and offers available to the Eligible Users as part of the ToYou Club. Changes will be effective upon ToYou’s posting of such updated Subscription Terms at this location or the amended policies or supplemental terms on the applicable Service. User’s continued access or use of the Services after such posting constitutes User consent to be bound by the Terms, as amended.

2. Eligible Users and Orders

2.1 To qualify as an Eligible User, Users must: · Maintain an active subscription in a city that has been notified to the User via the Application, or on the ToYou website as operating ToYou Club (“Participating City”); · Sign up for ToYou Club on their ToYou accounts. · Have an eligible payment method saved in their ToYou accounts for ToYou Club; · Comply with any other requirements and conditions communicated at the time of signing up.

2.2 To qualify as an Eligible Order, the order must meet the following requirements:

· Eligible Order must be placed with a merchant determined by ToYou in its sole discretion and included in the applicable membership plan to which the User is subscribed (“Available Merchant”). ToYou may, in its sole discretion, change the Available Merchants at any time;

· Eligible Order must be placed within a specified distance by ToYou, in its sole discretion, measured between the Eligible User and the Available Merchant. Available Merchants orders that are delivered from further away from where the order is placed are not eligible for the benefits set out in the membership plan and an extended additional delivery fee will be shown alongside other order fees on the Application.

· Eligible Order must be placed with the same legal entity of the Available Merchant that is included in the applicable membership plan. A merchant operating under the same trademark of the Available Merchant might not be an Available Merchant participating in the applicable membership plan.

· Eligible Order must meet the specified minimum cost applicable to the particular Available Merchant, on a case by case basis, specified in the applicable membership plan the User subscribed to and/or at the time the Eligible Order is placed with the relevant Available Merchant. The minimum cost may vary from time to time and may differ between Available Merchants, and ToYou reserves its right to vary the minimum cost for any Available Merchant at any time;

· Number of orders must satisfy (i) the amount specified in the applicable membership plan as determined by ToYou in its sole discretion, and (ii) the daily number of orders limit determined by ToYou, in its sole discretion, that are applicable to all membership plans offered on the Application. If the User is subscribed to a membership plan with a limited number of orders per plan and reaches the limit, the status of the User will be changed from “active” to “consumed” until the renewal of the membership plan.

3. Subscription Fee and Payment

3.1 ToYou Club is offered for a monthly subscription fee payable at the time of the initial subscription according to the membership plan to which the User subscribes. The subscription period will be communicated at the time of subscribing and the subscription will automatically renew at the end of each subscription period on the same terms. The User authorises ToYou to charge the User for a recurring fee on the first day of the renewed subscription period.

3.2 The membership fee will vary depending on which membership plan the User subscribes to.

3.3 If a User switches from an existing membership plan to an alternative plan, the next billing date is subject to change.

3.4 ToYou may change the ToYou Club membership fee during a subscription period. Any increase to the ToYou Club fee will take effect the following renewal period.

3.5 User can use a credit or debit card, the ToYou wallet or a mixed payment method to pay for ToYou Club.

3.6 If payment for ToYou Club fails due to the expiration of the payment method, insufficient funds or otherwise, and the payment of the applicable subscription fee is not settled by the first day of the renewed subscription period, the subscription will be canceled. User will remain responsible for any uncollected amounts and ToYou may, but is not obligated, to terminate User’s access to the Services or any portion of it. For Mada card holders, Users will manually repay their ToYou Club subscription fee at the end of the subscription period, noting that Users will be notified through the Application when the subscription plan needs to be renewed.

3.7 By signing up for ToYou Club and providing ToYou with a default payment method, User authorizes and agrees that: (a) ToYou will charge User the first ToYou Club membership fee and any applicable taxes on the date of the purchase of the membership; (b) ToYou is to store the default payment method for the purpose of executing future auto-renewal transactions; (c) unless the ToYou membership is canceled or the default payment method does not allow an automatic renewal, User’s subscription will automatically renew at the end of each subscription period (except for Mada card holders), and (d) at the time of renewal, ToYou will automatically charge the then-current membership fee and any applicable taxes to an eligible payment.

3.8 The membership fees are non-refundable except as specifically provided in these Subscription Terms.

3.9 ToYou may occasionally update and change the pricing of the ToYou Club membership at any time. Any changes in the price of the User’s ToYou Club membership will take effect on the next ToYou Club subscription period. ToYou will use reasonable efforts to notify the User of the changes through the Application or through other means, such as email. If the User uses ToYou Club after an update, User consents to the updated prices.

4. Managing ToYou Club subscription

4.1 Users can click on the “More” tab in the Application and select from a variety of ToYou Club subscription plans. Users can also check the status of their current subscription plan.

4.2 Users can manage their subscription by unsubscribing or changing the existing plan to another plan with the same or higher monthly billing cost.

4.3 Once the User changes an existing plan, the new membership plan benefits will be effectuated immediately.

4.4 The new plan will be valid from the date of the change and will automatically be renewed at the end of the applicable term.

4.5 Any non-consumed days of the existing plan will be discounted from the payment of the new selected plan. The amount the User needs to pay for the new selection will be communicated clearly before completing the payment.

5. Cancellation and Refund Policy

5.1 User may terminate the ToYou Club subscription at any time. Following cancellation, User will continue to receive the ToYou Club service for the duration of the current subscription period and the subscription will not be renewed.

5.2 User may not receive a refund or credit for canceled subscription fees.

6. Termination

6.1 ToYou, in its sole discretion, may terminate, deactivate and/or suspend a User’s ToYou Club subscription.

6.2 In case of immediate termination of a User’s account, for any reason other than the User’s breach of the Subscription Terms, the unused period of the subscription plan will be refunded to User’s wallet.

6.3 In case ToYou disables an active plan, User’s ToYou Club subscription will remain active until the end of the current subscription period. The subscription will not be renewed and User may not be able to purchase the subscription plan again.

6.4 Users must limit their ToYou Club account to personal use only. ToYou Club is limited to one account per individual and its use is restricted to a maximum of two devices per User. Users must not share account details with any third party at any time during the subscription. If ToYou suspects fraudulent activity or a breach of these Subscription Terms, ToYou may immediately suspend or terminate a User’s ToYou Club subscription and/or the ToYou account without refunds.

7. Promotional Discounts

7.1 ToYou, at its sole discretion, may offer Users promotional offers from time to time. If the delivery cost of an order using a promotion code is greater than the delivery cost using ToYou Club, then ToYou will consider the subscription value.

7.2 ToYou Club Users may not use ToYou’s promotion of “Order More – Pay Less” for a merchant that is included in a User’s ToYou Club membership plan. ToYou Club Users may use the “Order More – Pay Less” for merchants not included in the ToYou Club membership plan.

8. To see list of Available Merchants

· Users can see the list of Available Merchants in each ToYou Club subscription plan by browsing the plan's details under More > ToYou Subscriptions.

· An icon will appear next to an Available Merchant’s name to indicate if they are a participating merchant in ToYou Club.

· Users will be able to see the main terms and benefits of each membership plan by browsing the plan's details under More > ToYou Subscriptions.