Effective date: 14 August 2018

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

1. Contractual Relationship

1.1 These Terms and Conditions of Use (“Terms”) govern any person in the Kingdom of Saudi Arabia (“User”) accesses or uses of applications, websites, content, products, and/or services (the “Services”) made available by ToYou which is a trade name and trademark duly registered and owned by Aram Meem for Trading Services LLC, a limited liability company incorporated in accordance with the laws of the Kingdom of Saudi Arabia, and registered with the Ministry of Commerce under Commercial Register number 1010442961, and having its principle place of business at Al-Olaya district, P.O. Box 55598, Riyadh 11544 Saudi Arabia (“ToYou”).

1.2 User access and use of the Services constitutes User agreement to be bound by these Terms, which establishes a contractual relationship between User and ToYou. If User do not agree to these Terms, User may not access or use the Services. These Terms expressly supersede prior agreements, understanding or arrangements with User. ToYou may immediately terminate these Terms or any Services with respect to User, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

1.3 Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to User in connection with the applicable Services.

1.4 Supplemental terms are in addition to, and shall be deemed an integral part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

1.5 ToYou may amend the Terms related to the Services from time to time. Amendments will be effective upon ToYou’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. User continued access or use of the Services after such posting constitutes User consent to be bound by the Terms, as amended.

1.6 ToYou collection and use of personal information in connection with the Services is as provided in ToYou’s Privacy Policy located at https://toyou.io/privacy. ToYou may provide to a claims processor or an insurer any necessary information (including User contact information) if there is a complaint, dispute or conflict, which may include an accident, involving User and an Independent Service Provider (including a transportation network company driver) and such information or data is necessary to resolve the complaint, dispute or conflict.

2. The Services

2.1 The Services constitute a marketplace online and technology platform that enables Users of ToYou’s mobile applications or websites provided as part of the Services (each, an “Application”) to offer, sell, buy items and/or arrange and schedule deliveries, logistics and/or transportation services with independent third party providers of such items and/or services, including without limitation, independent third party payment service providers, independent third party delivery service providers, independent third party transportation service providers, and independent third party logistics service providers under independent contractor agreement with ToYou or certain of ToYou’s affiliates (“Independent Service Providers” or “Independent Service Provider”).

2.2 The actual contract for sale is directly between the seller and buyer and ToYou is not a traditional auctioneer. While ToYou may provide pricing, shipping, listing, sourcing, and other guidance in the Services, such guidance is solely informational and User may decide to follow it or not. Also, while ToYou may help facilitate the resolution of disputes, ToYou has no control over and does not guarantee: the existence, quality, safety or legality of items advertised; the truth or accuracy of Users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return a good.

2.3 Unless otherwise agreed by ToYou in a separate written agreement with User, the Services are made available solely for User personal, noncommercial use.

2.4 USER ACKNOWLEDGES THAT TOYOU DOES NOT PROVIDE PAYMENT OR DELIVERIES OR TRANSPORTATION OR LOGISTICS SERVICES OR FUNCTION AS A PAYMENT SERVICE PROVIDER OR DELIVERY PROVIDER OR TRANSPORTATION CARRIER AND THAT ALL SUCH PAYMENT OR DELIVERIES OR TRANSPORTATION OR LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY TOYOU OR ANY OF ITS AFFILIATES.

3. Licence

Subject to User compliance with these Terms, ToYou grants User a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on User personal device solely in connection with User’s use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for User personal, noncommercial use. Any rights not expressly granted herein are reserved by ToYou and ToYou’s licensors.

4. Restrictions

User may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by ToYou; (iii) decompile, reverse engineer or disassemble the Services; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorised access to or impair any aspect of the Services or its related systems or networks.

5. Provision of the Services

5.1 User acknowledge that portions of the Services may be made available under ToYou’s various brands or request options associated with delivery, transportation or logistics which currently referred to as “ToYou”.

5.2 User also acknowledge that the Services may be made available under such brand or request options by or in connection with: (i) certain of ToYou’s subsidiaries and affiliates; or (ii) independent Service Providers, including transportation network company drivers, transportation charter permit holders or holders of similar transportation permits, authorisations or licenses.

6. Services and Content of Third Parties and Independent Service Providers

6.1 The Services may be made available or accessed in connection with Independent Service Provider and third-party services and content (including advertising) that ToYou does not control.

6.2 User acknowledge that different terms of use and privacy policies may apply to User’s use of such Independent Service Providers or third party services and content.

6.3 ToYou does not endorse such Independent Service Provider or third party services and content and in no event shall ToYou be responsible or liable for any products or services of such Independent Service Provider or third party providers.

6.4 Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited and/or their applicable international subsidiaries and affiliates are third-party beneficiaries to this contract if User access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively.

6.5 These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. User access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

7. Ownership

The Services and all rights therein including without limitation, campaigns, trademarks, service marks, slogans, artwork, written materials, text, graphics, logos, images, audio clips, digital downloads and software drawings, photographs, graphic materials, film, music, transcriptions, phrases, images, written work, musical scores, visual arts, quotes, or ideas are and shall remain ToYou’s property or the property of ToYou’s licensors. Neither these Terms nor User’s use of the Services convey or grant to User any rights in or related to the Services except for the limited license granted above.

8. User’s Use of the Services

8.1 In order to use most aspects of the Services, User must register for and maintain an active personal user Services account (“Account”). To obtain an Account, User must not be under the age of legal majority as per the laws of the Kingdom of Saudi Arabia.

8.2 Account registration requires User to submit to ToYou certain personal information, such as username, address (including email address), mobile phone number, and gender.

8.3 User agree to maintain accurate, complete, and up-to-date information in User Account. User failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in User inability to access and use the Services or ToYou’s termination of these Terms with User.

8.4 User is responsible for all activity that occurs under User Account, and User agree to maintain the security and secrecy of User Account username and password at all times.

8.5 Unless otherwise permitted by ToYou in writing, User may only possess one Account.

9. User Requirements and Conduct

9.1 The Service is not available for use by persons under the age of majority in Saudi Arabia. User may not authorise third parties to use User Account, and User may not allow persons under the age of majority to receive transportation services from Independent Service Providers unless they are accompanied by User.

9.2 User may not assign or otherwise transfer User Account to any other person or entity. User agrees to comply with all applicable Saudi laws when using the Services, and User may only use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials).

9.3 User must not, in User’s use of the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Independent Service Provider or any other party. In certain instances User may be asked to provide proof of identity to access or use the Services, and User agree that User may be denied access to or use of the Services if User refuse to provide proof of identity.

10. Text Messaging

By creating an Account, User agree that the Services may send User text (SMS) messages as part of the normal business operation of User’s use of the Services.

11. Promotional Codes

11.1 ToYou may, in ToYou’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or Independent Service Provider’s services, subject to any additional terms that ToYou establishes on a per promotional code basis (“Promo Codes”).

11.2 User agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) must not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by ToYou; (iii) may be disabled by ToYou at any time for any reason without liability to ToYou; (iv) may only be used pursuant to the specific terms that ToYou establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. ToYou reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by User or any other user in the event that ToYou determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

12. ToYou Wallet

12.1 ToYou may, in its sole discretion, create and offer prepaid balance that may be purchased by the User and applied to User’s credits (“Prepaid Balance”). Prepaid Balance operates as credits applying to a User’s Account and redeemable against an eligible order subject to the conditions set out below.

12.2 Prepaid Balance will appear in the ToYou wallet icon in the Application. For activating the ToYou Wallet, User should top up his/her wallet by tapping on top up wallet and selecting one of the predefined values of the available Prepaid Balance on the Application.

12.3 Each Prepaid Balance will be subject to its applicable expiry date as notified and shown in the Application and any other conditions or limits stated when the Prepaid Balance is offered. Except for digital products, the Prepaid Balance may be used by the User as a payment method for the purchase of orders and subscriptions on the Application before their applicable expiry date. The Prepaid Balance may not be redeemed for cash or cash equivalent. Upon expiration, credits of the applicable Prepaid Balance will be removed from the ToYou Wallet and expired credits are no longer redeemable and cannot be used towards any order.

12.4 ToYou may also, in its sole discretion, make available and apply Account credits to User’s Account. The Account credits will appear in User’s ToYou Wallet. Account credits operate as credits applying to User’s Account and are redeemable against an eligible order. Account credits cannot be exchanged for cash or any other alternatives and have no monetary value.

12.5 Account credits are subject to time limits and expire within a specific period of time. Upon expiration, Account credits will be removed from User’s Account. Expired Account credits are no longer redeemable and cannot be used towards any order.

13. User Provided Content

13.1 ToYou may, in ToYou’s sole discretion, permit User from time to time to submit, upload, publish or otherwise make available to ToYou through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”).

13.2 Any User Content provided by User remains User property. However, by providing User Content to ToYou, User grant ToYou a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and ToYou’s business and on third-party sites and services), without further notice to or consent from User, and without the requirement of payment to User or any other person or entity.

13.3 User represent and warrant that: (i) User either are the sole and exclusive owner of all User Content or User have all rights, licenses, consents and releases necessary to grant ToYou the license to the User Content as set forth above; and (ii) neither the User Content nor User submission, uploading, publishing or otherwise making available of such User Content nor ToYou’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

13.4 User agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by ToYou in its sole discretion, whether or not such material may be protected by law. ToYou may, but shall not be obligated to, review, monitor, or remove User Content, at ToYou’s sole discretion and at any time and for any reason, without notice to User.

14. Network Access and Devices

User is responsible for obtaining the data network access necessary to use the Services. User mobile network’s data and messaging rates and fees may apply if User access or use the Services from a wireless-enabled device and User shall be responsible for such rates and fees. User is responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. ToYou does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

15. Payment

15.1 User understands that the use of the Services may result in charges to User for the services or items User receive from an Independent Service Provider and/or ToYou (“Charges”).

15.2 After User have received services or items obtained through User’s use of the Service, ToYou will facilitate User payment of the applicable Charges on behalf of the Independent Service Provider as such Independent Service Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by User to the Independent Service Provider.

15.3 Charges will be inclusive of applicable taxes including value added tax where required by Saudi law. Charges paid by User are final and non-refundable, unless otherwise determined by ToYou.

15.4 User retains the right to request lower Charges from an Independent Service Provider for such services or items received by User from such Independent Service Provider at the time User receive such services or items. ToYou will respond accordingly to any request from Independent Service Provider to modify the Charges for a particular service or good.

15.5 All Charges are due immediately and payment will be facilitated by ToYou using the preferred payment method designated in User Account, after which ToYou will send User a receipt by email. Payment may also be made by using available Prepaid Balance or Account credits subject to the conditions stated in these Terms.

15.6 If User primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, User agree that ToYou may, as the Independent Service Provider’s limited payment collection agent, use a secondary payment method in User Account, if available, or any other available method within/in the Services and/or User’s Account to collect the Charges.

15.7 As between User and ToYou, ToYou reserves the right to establish, remove and/or revise Charges for any or all services or items obtained through the use of the Services at any time in ToYou’s sole discretion. Further, User acknowledge and agree that Charges may increase. This allows us to power your experience with ToYou, including adding new features and providing great customer service. A minimum or maximum amount may apply to the Charges, but you will always see the exact applicable amount at checkout. User will be responsible for Charges incurred under User Account regardless of User awareness of such Charges or the amounts thereof.

15.8 ToYou may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or items obtained through the use of the Services, and User agree that such promotional offers and discounts, unless also made available to User, shall have no bearing on User’s use of the Services or the Charges applied to User.

15.9 User may elect to cancel request for services or items from an Independent Service Provider at any time prior to the acceptance of such Independent Service Provider, in which case User may be charged a cancellation fee. Upon cancellation, User has the option to either be refunded to the original payment method or User’s ToYou Wallet. Refunds to User’s ToYou Wallet shall be deemed as Account credits and are therefore subject to be forfeited if the refunded amount is not used within a specific period of time as applicable to Account credits stated above under clause 12 (ToYou Wallet).

15.10 This payment structure is intended to fully compensate the Independent Service Provider for the services or items provided. Except with respect to transportation services requested through the Application, ToYou does not designate any portion of User payment as a tip or gratuity to the Independent Service Provider.

15.11 Any representation by ToYou (on ToYou’s website, in the Application, or in ToYou’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or items provided is not intended to suggest that ToYou provides any additional amounts, beyond those described above, to the Independent Service Provider.

15.12 User understand and agree that, while User is free to provide additional payment as a gratuity to any Independent Service Provider who provides User with services or items obtained through the Service, User is under no obligation to do so, as gratuities are voluntary.

15.13 After User have received services or items obtained through the Service, User will have the opportunity to rate User experience and leave additional feedback about Independent Service Provider.

16. Repair or Cleaning Fees

16.1 User shall be responsible for the cost of repair for damage to, or necessary cleaning of, Independent Service Provider’s vehicles and property resulting from use of the Services under User Account in excess of normal “wear and tear” damages and necessary cleaning (“Repair or Cleaning”).

16.2 In the event that an Independent Service Provider reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by ToYou in ToYou’s reasonable discretion, ToYou reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Independent Service Provider using User payment method designated in User Account.

16.3 Such amounts will be transferred by ToYou to the applicable Independent Service Provider and are non-refundable.

17. User’s complaints

ToYou provides a live customer service support channel available 24/7 on the Application where User can submit complaints, feedback, and inquiries. User is entitled to receive the purchased items as per the order placed on the Application. If User believes that there is an error or defect in the items, User should immediately let ToYou know on the support channel made available on the Application. ToYou may request a photograph showing such error or defect if possible. ToYou may provide the User with a refund or account credit, unless ToYou believes that such error or defect occurred after delivery.

Processing refund or account credit will depend on various factors including the details of the order, User’s account history, evidence furnished by User and/or the Independent Service Provider.

18. Disclaimers and Indemnity

18.1 DISCLAIMER.

18.1.1 THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TOYOU DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, TOYOU MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR ITEMS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

18.1.2 TOYOU WILL PERFORM QUALITY CHECK ON THE VEHICLES OF THE INDEPENDENT SERVICE PROVIDERS THAT ARE USED FOR TRANSPORTATION SERVICES IN ACCORDANCE WITH THE SAUDI LAW, HOWEVER TOYOU DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THE INDEPENDENT SERVICE PROVIDERS OR THEIR VEHICLES.

18.1.3 USER AGREE THAT THE ENTIRE RISK ARISING OUT OF USER’S USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH USER, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

18.1.4 TOYOU SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF TOYOU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.1.5 TOYOU SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) USER’S USE OF OR RELIANCE ON THE SERVICES OR USER INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN USER AND ANY INDEPENDENT SERVICE PROVIDER, EVEN IF TOYOU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.1.6 TOYOU SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND TOYOU’S REASONABLE CONTROL.

18.1.7 USER ACKNOWLEDGE THAT INDEPENDENT SERVICE TRANSPORTATION PROVIDERS PROVIDING TRANSPORTATION SERVICES REQUESTED THROUGH SOME REQUEST BRANDS MAY OFFER RIDESHARING OR PEER-TO-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED.

18.1.8 TOYOU’S SERVICES MAY BE USED BY USER TO REQUEST AND SCHEDULE DELIVERIES, TRANSPORTATION, ITEMS OR LOGISTICS SERVICES WITH INDEPENDENT SERVICE PROVIDERS, BUT USER AGREE THAT TOYOU HAS NO RESPONSIBILITY OR LIABILITY TO USER RELATED TO ANY DELIVERIES, TRANSPORTATION, ITEMS OR LOGISTICS SERVICES PROVIDED TO USER BY INDEPENDENT SERVICE PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

18.2 INDEMNITY.

18.2.1 User agree to indemnify and hold ToYou and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) User’s use of the Services or services or items obtained through User’s use of the Services; (ii) User breach or violation of any of these Terms; (iii) ToYou’s use of User’s User Content; or (iv) User violation of the rights of any third party, including Independent Service Providers.

19. Governing Law and Arbitration

19.1 These Terms (including any non-contractual obligations arising out of or in connection with or relating to the Terms and/or Services) shall be exclusively governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.

19.2 Any dispute arising out of or in connection with these Terms (including a dispute relating to any non-contractual obligations arising out of or in connection with or relating to the Terms and/or Services) shall be resolved amicably through amicable negotiation. If the dispute cannot be settled amicably within sixty (60) days from the date on which either has served written notice on the other of the dispute, User and ToYou have agreed that any dispute arising out of or in connection with or relating to the Services or these Terms (including those relating to its validity, its construction or its enforceability) shall be first mandatorily submitted to mediation proceedings under the Saudi Center for Commercial Arbitration (“Center”).

19.3 If such dispute has not been settled within sixty (60) days after a request for mediation has been submitted to the Center, User and ToYou have agreed to refer such dispute to and shall be exclusively and finally resolved by arbitration under the Center rules of arbitration.

19.4 User and ToYou have agreed that the dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the Center rules, and the place of both mediation and arbitration shall be Riyadh, Saudi Arabia, and the language of the mediation and/or arbitration shall be Arabic.

19.5 User and ToYou have agreed that the existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the Center, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

19.6 To learn more about mediation and arbitration rules and procedures under Saudi Center for Commercial Arbitration, please visit their website at https://www.sadr.org/.

20. General Provisions

20.1 Claims of Copyright Infringement. Claims of copyright infringement should be sent to termsandconditions@toyou.io.

20.2 Notices. ToYou may give notice by means of a general notice on the Services, electronic mail to User email address in User Account, or by written communication sent to User address as set forth in User Account. User may give notice to ToYou by written communication to ToYou’s address at:

20.3 User may not assign or transfer these Terms in whole or in part without ToYou’s prior written approval. User give approval to ToYou for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of ToYou’s equity, business or assets; or (iii) a successor by merger.

20.4 No joint venture, partnership, employment or agency relationship exists between User, ToYou or any Independent Service Provider as a result of the contract between User and ToYou or use of the Services.

20.5 If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”