In this Agreement, the following terms shall have the meanings set out below:

“Agreement” means this terms of service together with any applicable Application Forms, Product-Specific Terms, Schedules, Annexes, and the Data Processing Addendum.

“Respo” means the applicable Hello, Inc. entity responsible for providing the Services in the jurisdiction of Client, as set out in Annex A (Contracting Entities).

“Client” means the restaurant or food and beverage business entity that has registered for or is using the Services.

“Service(s)” means the Reservation Service, Online Store Service, Takeout Service, Delivery Service, Self-Order Service, POS Service, Booking Ledger Service, CTI Service, Website Builder Service, Respo Pay Service, and Media Manager Service, collectively or individually as the context requires.

“Product-Specific Terms” means the additional terms and conditions applicable to specific Services as published by Respo or otherwise agreed between Respo and Client, each of which forms an integral part of this Agreement.

“Reservation Service” means the restaurant reservation service provided by Respo which enables Clients to receive, manage, and confirm reservations made by Users through Respo’s platform and affiliated third-party channels.

“Online Store Service” means the online sales service that enables Clients to sell and ship their products to Users through a store page on Respo’s platform.

“Takeout Service” means the takeout ordering service that enables Clients to receive and manage Users’ orders for pickup at Client’s premises, from order placement through handover.

“Delivery Service” means the service under which Respo arranges or undertakes the delivery to Users of products ordered from Client through Respo’s platform.

“Self-Order Service” means the self-ordering service that enables Users to place orders at Client’s premises directly from a mobile or in-store device, such as by scanning a QR code.

“POS Service” means the point-of-sale (POS) register service for restaurants that supports order entry, checkout, and sales recording.

“Booking Ledger Service” means the reservation ledger service that centrally records and manages reservations received through online channels, telephone, and integrated third-party reservation sites.

“CTI Service” means the computer telephony integration (CTI) service that, through equipment or software designated by Respo, provides caller information display for incoming calls, outbound call assistance, and management of call history.

“Website Builder Service” means the service that automatically creates, hosts, and publishes a website for Client based on Client’s store information.

“Respo Pay Service” means the payment service that enables Clients to accept cashless payments, including credit card and QR code payments, through payment terminals or other means designated by Respo.

“Media Manager Service” means the service that synchronizes and manages Client’s store information on Respo’s platform with Google Business Profile and other external services designated by Respo.

“Fees” means the initial setup fees, monthly service fees, handling and transaction fees, option fees, and any other charges payable by Client for the Services, as specified in the applicable Application Form, Product-Specific Terms, or as otherwise agreed in writing between the parties.

“Application Form” means any application form, subscription form, or similar document entered into between Respo and Client specifying the Services subscribed to and applicable fees.

“Confidential Information” means any non-public or proprietary information disclosed by either party to the other in connection with this Agreement.

“Client Content” means any materials, data, text, images, or other content provided by Client to Respo in connection with the Services.

“User” means any individual who makes a reservation through the Reservation Service or purchases products from Client through the Services.

2.1 License Grant. Respo grants Client a limited, non-transferable, non-sublicensable license to access and use the Services during the term of this Agreement, solely for Client’s internal business operations and in accordance with this Agreement.

2.2 Account and Access. Client is responsible for managing its IDs and passwords. Any use of the Services with such credentials shall be deemed use by Client. IDs and passwords may not be shared, transferred, or pledged to third parties. Client shall promptly notify Respo of any changes to the information provided upon registration. Respo shall bear no liability for any loss incurred by Client arising from Client’s failure to provide such notification.

2.3 Costs. Client bears all costs for facilities, devices, software, and communications necessary for use of the Services.

2.4 Restrictions. Except as explicitly permitted under this Agreement, Client may not, directly or indirectly: (a) modify or create derivative works of the Services; (b) decompile, disassemble, reverse engineer, or translate any portion of the Services into human-readable form, except to the extent expressly permitted by applicable law; (c) rent, lease, share, distribute, or sell the Services to any third party; (d) remove, alter, or deface any proprietary notices or marks in the Services; (e) circumvent or disable any security, copyright protection, or license management mechanisms of the Services; (f) interfere with or disrupt the operation of the Services or impose an unreasonable load on the infrastructure supporting the Services; (g) use the Services to build or support products or services competitive with the Services; or (h) attempt to do any of the foregoing.

2.6 Term. This Agreement continues until Client deregisters in accordance with Respo’s procedures, unless terminated earlier pursuant to this Agreement.

2.7 Client Information. Client may modify certain information within permitted ranges. Respo may freely publish Client information that falls outside the permitted modification range, and Client may not object thereto. However, where Respo determines there is a reasonable ground such as incorrect information, Respo may amend such information at Client’s request. Respo may also edit, publish, or delete Client information at its discretion. After termination, Client may not request deletion or alteration of such information.

The following Product-Specific Terms apply only to the Services subscribed to by Client as set out in the applicable Application Form.

3.1.1 Cancellation Policy. Client may set cancellation policies for the Reservation Service. If a User cancels a reservation, a cancellation fee calculated by applying the rate specified in the cancellation policy to the reserved course price shall be charged. Client hereby authorizes Respo to collect such cancellation fees on Client’s behalf.

3.1.2 Payment Processing Fee. In addition to the cancellation fee, a payment processing fee equal to 10% of the cancellation fee shall be charged to the User, and Respo shall be entitled to retain such payment processing fee.

3.1.3 Remittance. Respo shall remit to Client the cancellation fee received from the User less the payment processing fee, at a time and by a method designated by Respo. Respo shall have no obligation to pay cancellation fees that have not been collected from the User.

3.1.4 Refund Claims. For the avoidance of doubt, Section 9.2 (Consumer Transactions) applies to any refund claims or other requests made by a User following remittance of the cancellation fee to Client.

3.1.5 Chargebacks. If Respo receives a chargeback request from a payment processor or has other reasonable grounds, Respo may refuse to remit the cancellation fee, return the cancellation fee to the User, reclaim the cancellation fee from Client, or take such other measures as Respo deems reasonable.

3.2.1 Regulatory Compliance. When selling products through the Online Store, Takeout, or Delivery Services, Client shall comply with all applicable food safety, labeling, and related laws and regulations, including in Japan: the Food Sanitation Act, the Act for Standardization of Agricultural and Forestry Products (JAS Act), the Food Labeling Act, the Health Promotion Act, and applicable local ordinances.

3.2.2 Return and Exchange Policy. Client may set return and exchange policies for the Online Store, Takeout, and Delivery Services. If a User requests a return, exchange, or makes any other claim, Client shall handle such claim in accordance with its policy at its own cost and responsibility. Respo shall bear no liability therefor. If Respo suffers any loss as a result of such a claim, Client shall indemnify Respo for such loss. Any amounts paid by Respo to a User in response to such a claim shall be deemed damages incurred by Respo.

3.2.3 Authority to Collect. Client authorizes Respo to collect on Client’s behalf the proceeds from products sold through the Online Store, Takeout, and Delivery Services.

3.2.4 Fees — Online Store Service. Client shall pay the following fees for the Online Store Service, each as set out in the Application Form: (i) Initial setup fee; (ii) Payment processing fee; (iii) Service fee.

3.2.5 Fees — Takeout Service. Client shall pay the following fees for the Takeout Service, each as set out in the Application Form: (i) Initial setup fee; (ii) Monthly fee; (iii) Payment processing fee; (iv) Service fee.

3.2.6 Fees — Delivery Service. Client shall pay Respo the fee set out in the Application Form for the proceeds from products sold through the Delivery Service.

3.2.7 Remittance. Respo shall remit to Client the proceeds collected from Users less the applicable fees set out in Sections 3.2.4 through 3.2.6 and any transfer fees designated by Respo, at a time and by a method designated by Respo. If a User requests a refund or makes any other claim following remittance, Client shall handle such claim at its own cost and responsibility, and Client’s obligation to pay the fees set out in this Section 3.2 shall not be affected. If Respo suffers any loss as a result of such a claim, Client shall indemnify Respo for such loss. Any amounts paid by Respo to a User in response to such a claim shall be deemed damages incurred by Respo. For applicable fee arrangements, see Section 7.2.

3.2.8 Chargebacks. If Respo receives a chargeback request from a payment processor or has other reasonable grounds, Respo may refuse to remit proceeds, return proceeds to the User, reclaim proceeds from Client, or take such other measures as Respo deems reasonable. Client’s obligation to pay the fees set out in this Section 3.2 shall not be affected.

3.3.1 Scope. Client may use the Delivery Service as set out in the applicable Application Form. Upon activation, an “Official” label will be displayed on Client’s page, and Respo will undertake delivery of products ordered through the Service to Users.

3.3.2 Service Conditions. Respo shall separately determine non-delivery days, available hours, and non-deliverable products for the Delivery Service. Respo may modify such conditions due to weather, traffic, or other circumstances, and Client consents to such modifications in advance. Respo shall not be liable for any loss incurred by Client due to unavailability of the Delivery Service as a result of such modifications.

3.3.3 Non-Cancellation. Once Client has placed a delivery order and Respo has accepted it, Client may not cancel such order. Client shall remain obligated to pay the applicable fees set out in Section 3.2.3 even if cancellation occurs due to reasons attributable to Client.

3.3.4 Failed Delivery. If delivery cannot be completed due to inability to contact the User or an error in the delivery address, and Respo has made its best efforts to complete delivery without fault on Respo’s part, delivery shall be deemed completed upon Respo’s report to Client, and the applicable fees set out in Section 3.2.3 shall apply. Client consents in advance to Respo disposing of the product at its discretion in such cases.

3.3.5 Re-delivery Fee. In the following cases, Client shall pay a re-delivery fee per incident as separately determined by Respo, in addition to the fees set out in Section 3.2.3: (i) re-delivery required due to missing items, incorrect items, missing accessories, or foreign matter contamination; (ii) re-visit required because Client failed to hand over products by the designated time; or (iii) re-delivery or re-visit required due to other reasons attributable to Client.

3.4.1 Order Handling. When a User places an order through the Self-Order Service, or when Client uses the Service to receive orders, Respo’s role is limited to outputting the order content entered. All decisions regarding order handling (including modifications, cancellations, returns, exchanges, and price calculations) shall be made by Client at its own responsibility.

3.4.2 Authority to Collect. Client authorizes Respo to collect on Client’s behalf the proceeds from transactions conducted through the Self-Order Service.

3.4.3 Fees. Client shall pay the following fees for the Self-Order Service, each as set out in the Application Form: (i) Initial setup fee; (ii) Payment processing fee; (iii) Monthly fee.

3.4.4 Returns and Refunds. Client’s obligation to pay the fees set out in Section 3.4.3 shall not be affected by any User claim. If Respo suffers any loss as a result of such a claim, Client shall indemnify Respo for such loss. Any amounts paid by Respo to a User in response to such a claim shall be deemed damages incurred by Respo.

3.5.1 Order Handling. Respo’s role in the POS Service is limited to outputting order content entered. All decisions regarding order handling (including modifications, cancellations, returns, exchanges, and price calculations) shall be made by Client at its own responsibility.

3.5.2 Fees. Client shall pay the following fees for the POS Service: (i) Initial setup fee: as set out in the Application Form (inclusive of tax); (ii) Monthly fee: as set out in the Application Form (inclusive of tax); (iii) Optional — Kitchen display function: as set out in the Application Form (inclusive of tax).

3.5.3 Returns and Refunds. Client’s obligation to pay the fees set out in Section 3.5.2 shall not be affected by any User claim. If Respo suffers any loss as a result of such a claim, Client shall indemnify Respo for such loss. Any amounts paid by Respo to a User in response to such a claim shall be deemed damages incurred by Respo.

3.6.1 Fees. Client shall pay the following fees for the Booking Ledger Service: (i) Initial setup fee: as set out in the Application Form (inclusive of tax); (ii) Monthly fee: calculated in accordance with the plan selected in the Application Form (inclusive of tax).

3.6.2 User Claims. Client’s obligation to pay the monthly fee set out in Section 3.6.1 shall not be affected by any User claim. If Respo suffers any loss as a result of such a claim, Client shall indemnify Respo for such loss. Any amounts paid by Respo to a User in response to such a claim shall be deemed damages incurred by Respo.

3.7.1 Service Description. The CTI Service is a support tool that, through Respo-designated CTI hardware or software, displays caller information upon incoming calls, assists with outbound calls, and visualizes call history. The CTI Service becomes available upon completion of setup or connection work designated by Respo following Client’s application.

3.7.2 Fees. Client shall pay the following fees for the CTI Service: (i) Hardware purchase cost: as set out in the Application Form (inclusive of tax); (ii) Monthly fee: as set out in the Application Form (inclusive of tax).

3.7.3 Communication Environment. Client shall procure and maintain at its own cost and responsibility the telephone lines, communication equipment, and other communication environment necessary for the CTI Service in accordance with Respo’s instructions. Respo shall bear no liability for any loss arising from Client’s failure to procure or maintain such environment. Client agrees in advance that fees shall be charged in full even if the CTI Service cannot be used due to Client’s failure to procure or maintain the required communication environment.

3.7.4 Disclaimer. Respo shall bear no liability for any loss arising from customer information not being accurately recorded or displayed due to communication delays, input errors, connection failures, or other causes.

3.8.1 Content. Client shall provide photos, text, and other materials for use in the Website Builder Service. If Client does not provide such materials, Respo may use information already publicly available on Client’s official website, social media, or other public sources to create the website.

3.8.2 Client Responsibility. Client shall use the Website Builder Service at its own responsibility and shall verify the content of all outputs. Respo makes no warranty as to the quality, accuracy, or fitness for purpose of any output produced through the Website Builder Service, and shall bear no liability for any loss arising from Client’s use of such output, except in cases of Respo’s willful misconduct or gross negligence. Respo shall bear no liability for any issues arising from Client’s use of outputs generated through the Website Builder Service, including but not limited to display errors, changes in specifications of external services, and malfunctions of reservation functions.

The Respo Pay is governed by the separate Respo Pay Terms of Service (incorporated herein by reference). Client may apply for and use the Respo Pay by agreeing to and following the procedures set out in the Respo Pay Terms of Service.

3.10.1 Service Description. The Media Manager Service synchronizes and manages store information registered by Client on the Services to Google Business Profile and other third-party websites and services designated by Respo (“External Services”).

3.10.2 Authentication Credentials. Client shall provide Respo with account authentication credentials for External Services (including authorization of access via OAuth) for use in the Media Manager Service. Respo shall use such credentials to reflect Client’s store information on External Services. Client represents and warrants that it has legitimate authority to use such External Service accounts, and shall comply with the terms of use of such External Services at its own responsibility.

3.10.3 AutoReserve Link. Client agrees that Respo may, as part of the Media Manager Service, publish a link to Client’s AutoReserve reservation page on Google Business Profile. Reservations made via such link shall be subject to the terms applicable to the Reservation Service under this Agreement.

3.10.4 Disclaimer. Respo does not guarantee the continuity of integration with External Services. Respo shall bear no liability for any loss arising from inability to synchronize, update, or integrate information with External Services due to specification changes, API changes, system errors, or other causes beyond Respo’s control. Respo makes no warranty as to the accuracy, completeness, or timeliness of information reflected through the Media Manager Service.

3.10.5 Fees. Fees for the Media Manager Service shall be as agreed between Respo and Client in a separate agreement.

4.1 Integration. The Services may integrate with or be interoperable with third-party services. Client is responsible for complying with the applicable terms of use of all such third-party services.

4.2 No Guarantee. Respo does not guarantee the continuity, availability, or performance of any third-party services and bears no liability for damages arising from the use of or reliance on such third-party services.

4.3 Credentials for Integration. To migrate data or integrate with third-party services, Client may provide Respo with IDs, passwords, or access tokens. Respo will manage such credentials with due care. Except in cases of willful misconduct or gross negligence, Respo bears no liability for leaks or misuse of such credentials.

5.1 Ownership of Services. All intellectual property rights in the Services, including any software, templates, code, and designs, remain with Respo or its licensors. Client shall have no rights in the Services other than the limited license granted under Section 2.1.

5.2 Client Content. All rights in Client Content remain with Client. If Client does submit Client Content to Respo in any means or method whatsoever, and unless we indicate otherwise, Client grants Respo a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers, including to restaurants, partners and other third party websites and feeds) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such Client Content throughout the world in any media, and, where applicable, Client hereby waives any privacy or publicity rights or any similar rights in an individual’s name or likeness in addition to any moral or other rights Client may have in the Client Content Client submits in favor of Respo. Client represents that Client owns, or has the necessary permissions to use and authorize the use of Client Content as described herein. Respo takes no responsibility and assumes no liability for any Client Content submitted by Client or any other User or third party, nor do we guarantee any confidentiality with respect to Client Content.

5.3 Website Builder. Templates, code, and designs made available through the Website Builder Service remain the property of Respo. Client Content incorporated into the Website Builder remains Client’s property. Respo does not warrant the accuracy, quality, or fitness for purpose of any output produced using the Website Builder.

6.1 Respo Processing. Respo manages personal data provided by Client in accordance with Respo’s Privacy Policy and, where applicable, the Data Processing Addendum, which is incorporated into this Agreement by reference.

6.2 Client Responsibilities. Client shall handle end-customer personal data in compliance with all applicable personal data protection laws and guidelines.

7.1 Authority to Collect. Client authorizes Respo to receive payments related to the Services on Client’s behalf, in accordance with the applicable Product-Specific Terms prescribed in Section 3 in this Agreement.

7.2 Fees. Client shall pay initial setup fees, monthly service fees, handling and transaction fees, option fees, and other charges as specified in the applicable Product-Specific Terms or Application Form. Where Respo and Client separately agree on fees or contract terms for any Service, or where Respo runs limited-time campaigns setting fees below standard amounts, such agreements or campaigns shall prevail over the applicable Product-Specific Terms.

We may revise the Fees specified in the applicable Product-Specific Terms or Application Form from time to time for valid reasons, including changes in operating costs, inflation, improvements to the Services, or changes in applicable laws by providing at least 30 days’ prior notice before the expiry of the then-current term. Unless Client terminates the Service in accordance with Section 12.5 (Term and Renewal) before such expiry, the revised Fees shall apply from the next Renewal Term.

7.3 Costs. Client bears all costs for facilities, devices, software, and communications necessary for use of the Services.

7.4 Chargebacks and Refunds. If end-customers dispute charges, request refunds, or card issuers demand chargebacks, Client shall bear responsibility. Respo may refuse payment, reclaim amounts from Client, or take other reasonable measures.

7.5 Late Payment Interest. In case of delay, Client shall pay interest at 14.6% per annum (calculated daily) on any overdue amounts or the maximum allowed by applicable law, if less, in addition to the principal.

7.6 Taxes. Client is responsible for all applicable taxes arising from its use of the Services.

8.1 Obligations. Each party shall keep the other’s Confidential Information strictly confidential and shall not disclose or use such information beyond the purposes of this Agreement.

8.2 Exceptions. The obligations in Section 8.1 shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is lawfully disclosed to the receiving party by a third party without restriction; (iii) was already known to the receiving party at the time of disclosure; or (iv) is Client Content provided by Client or (v) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

8.3 Return and Destruction. Upon termination of this Agreement or upon request, each party shall promptly return or destroy the other’s Confidential Information and any materials containing such information.

9.1 Legal Compliance. Client is solely responsible for ensuring that its use of the Services complies with all applicable laws, regulations, guidance, and industry standards, including consumer protection, unfair competition, trademark, copyright, food hygiene, labeling, and local ordinances.

9.2 Consumer Transactions. Reservations and related transactions are concluded directly between Client and Users. Client shall handle all cancellations, refunds, returns, exchanges, complaints, and disputes arising from such transactions at its own cost and responsibility. Respo shall bear no liability therefor. If Respo suffers any loss as a result of such claims, Client shall indemnify Respo for such loss. Any amounts paid by Respo to a User in response to such claims shall be deemed damages incurred by Respo.

9.3 Anti-Social Forces. Client represents and warrants that it is not, and will not become, associated with any criminal or antisocial organization. Breach of this Section entitles Respo to terminate this Agreement with immediate effect.

10.1 Disclaimer. The Services are provided “as is.” Respo makes no warranties, express or implied, regarding the functionality, outcomes, accuracy, or error-free operation of the Services. Respo makes no warranty as to the accuracy or completeness of any User information available through the Services. Client shall verify the accuracy and completeness of User information at its own responsibility. Respo shall bear no liability for any loss incurred by Client arising from Respo’s publication, modification, or deletion of User and/or Client information.

10.2 Client Indemnity. Client bears all responsibility for disputes with Users or end-customers and shall indemnify, defend, and hold harmless Respo from and against any damages, claims, losses, or expenses (including reasonable attorney’s fees) arising therefrom. Client shall also indemnify Respo for any damages incurred by Respo in connection with Client’s breach of this Agreement or use of the Services, including reasonable attorney’s fees.

10.3 Exclusion of Indirect Damages. To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, data, or business opportunity, arising out of or in connection with this Agreement, regardless of the form of action (whether in contract, tort, or otherwise) and even if advised of the possibility of such damages. This exclusion does not apply to: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) willful misconduct; or (iv) Client’s indemnification obligations under Section 10.2 in respect of third-party claims.

10.4 Limitation of Liability. To the extent permitted by applicable law, Respo’s total liability to Client shall not exceed the greater of: (i) the amounts actually paid by Client to Respo in the three months preceding the claim; or (ii) JPY 1,000 (or the equivalent amount in the applicable local currency). Nothing in this Agreement excludes liability for death, personal injury, fraud, or gross negligence where such exclusion is prohibited by applicable law.

10.5 Data Backup. Client shall be solely responsible for backing up its own data. Respo has no liability for any loss, corruption, or destruction of data, regardless of cause.

10.6 External Links. The Services may contain links to third-party websites or services. Respo assumes no responsibility for the content, availability, or practices of any such third-party sites.

11.1 Notices. Respo may notify Client via website posting, email, or other appropriate means. Notices take effect when posted or sent.

11.2 Assignment. Client may not assign or transfer any rights or obligations under this Agreement without Respo’s prior written consent. Respo may assign this Agreement in connection with a business transfer, merger, or acquisition.

11.3 Subcontracting. Respo may subcontract all or part of the Services to third parties at its discretion.

11.4 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of the applicable Respo entity, as set out in Annex A (Contracting Entities).

11.5 Entire Agreement. This Agreement, together with any applicable Application Forms, Product-Specific Terms, Schedules, Annexes, and the Data Processing Addendum, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

11.6 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.7 Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce such provision or any other provision in the future.

12.1 Modifications to Agreement. This Section applies to changes to this Agreement. Respo may make such changes in a manner consistent with applicable law by specifying the content and effective date of the change and providing notice in advance in accordance with Section 11.1 (Notices).

Where a change under this Section is material or unfavorable to Client, Respo will provide individual notice — by email or other means reasonably likely to reach Client — at least 30 days before the effective date. If Client does not agree to the change, Client may terminate this Agreement by notifying Respo at any time before the effective date of such change; otherwise, Client shall be deemed to have accepted the change if Client does not object before the effective date or continues to use the Services on or after that date.

12.2 Modifications to Services. Respo may change the content or specifications of the Services at any time without prior notice. Client may not object to such changes.

12.3 Discontinuation. Respo may discontinue all or part of the Services at its discretion upon prior notice to Client via the methods set out in Section 11.1.

12.4 Suspension. Respo may suspend the Services without prior notice in the event of: (i) scheduled or emergency maintenance; (ii) overload or unexpected concentration of system load; (iii) security requirements; (iv) failure of telecommunications services; (v) force majeure including natural disasters or changes in law; or (vi) other circumstances where Respo determines suspension is necessary.

12.5 Term and Renewal. Unless otherwise specified in the applicable Product-Specific Terms or Application Form, each Service has an initial term of one (1) year from its commencement date. If neither party notifies the other of its intention not to renew one month before the expiry of the then-current term, the term shall automatically renew for successive 1-year periods on the same conditions. The termination of Respo Pay and the conditions thereof shall be in accordance with the Respo Pay Terms of Service.

12.6 Early Termination Fee. If Client terminates a Service prior to the expiry of its then-current term, whether at Client’s convenience or due to a cause attributable to Client, Client shall pay Respo an early termination fee. The method of calculating such fee shall be as set out in the Application Form or Product-Specific Terms.

12.7 Termination by Respo. Respo may terminate this Agreement with immediate effect upon notice to Client if Client: (i) engages in prohibited conduct under Section 2.5; (ii) breaches any other provision of this Agreement; (iii) is subject to attachment, provisional attachment, provisional disposition, delinquent tax disposition, or other governmental action; (iv) files or has filed against it a petition for bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation; (v) dissolves (other than by merger) or transfers all or substantially all of its business; (vi) has bills or checks dishonored or otherwise becomes insolvent; (vii) receives a suspension or revocation of its business license from a regulatory authority; or (viii) is otherwise deemed unsuitable by Respo to continue use of the Services.

12.8 Effect of Termination. Upon termination of this Agreement, Client shall immediately cease use of the Services and settle all outstanding obligations. The following Sections shall survive termination: Section 2.7 (Client Information), Section 5 (Intellectual Property), Section 6 (Data and Privacy), Section 7 (Fees and Payments), Section 8 (Confidentiality), Section 9.3 (Anti-Social Forces), Section 10 (Disclaimer and Limitation of Liability), Section 11 (General Provisions), and this Section 12.8.

The applicable Respo entity, governing law, and jurisdiction for each region are set out in the table below. The Respo entity identified for the Client’s jurisdiction shall be the contracting party under this Agreement.