Twohearts Merchant Services Agreement

Governing Language

This Agreement is provided in English and Vietnamese for convenience. If there is any inconsistency, the Vietnamese version (immediately following each section) shall prevail for Merchants operating in Vietnam.

Definitions

"Merchant" means the restaurant or business using the Services. "Services" means Twohearts's AI ordering, automation, KDS/CRM tooling, integrations, and related technical services. "End Users" means diners/customers.

1. Appointment

Merchant appoints Twohearts as a limited technical agent solely to:

• Transmit orders
• Relay payment information
• Coordinate logistics booking

Twohearts has no authority to:

• Modify pricing
• Issue refunds without approval
• Enter agreements beyond order transmission

2. Merchant Responsibilities

Merchant is solely responsible for:

• Food safety compliance, labeling, ingredient accuracy, and allergen disclosures
• Licensing and permits
• Tax obligations and invoices/receipts
• Menu accuracy, pricing, and availability
• Consumer law compliance and complaint handling
• Delivery fulfillment (directly or via third parties)

3. Fees

Merchant agrees to pay Platform Fees as separately agreed in an order form, schedule, or commercial addendum. Fees are non-refundable once order transmission occurs, except where required by law or expressly agreed in writing.

4. Indemnification

Merchant shall indemnify, defend, and hold harmless Twohearts and its affiliates, officers, and employees against claims, damages, penalties, and expenses (including reasonable legal fees) arising from:

• Food safety violations, illness, allergen incidents, or regulatory non-compliance
• Consumer claims relating to Merchant's products/services, pricing, or fulfillment
• Intellectual property infringement in Merchant-provided content (menus, images, branding)
• Tax non-compliance or licensing violations
• Merchant negligence, misconduct, or breach of this Agreement

5. Data Rights

As between the parties, transaction data generated through the Services relating to Merchant's orders ("Transaction Data") may be used by both parties for their legitimate business purposes.

Twohearts exclusively owns all aggregated insights, AI models, algorithms, and derivative datasets generated from the Services ("Derivative Data"). Merchant grants Twohearts a perpetual, worldwide, irrevocable license to use anonymized and/or aggregated Transaction Data to improve the Services and train AI systems, subject to applicable law.

6. Liability Cap

To the maximum extent permitted by law, Twohearts's total liability under this Agreement shall not exceed the Platform Fees paid by Merchant in the previous six (6) months. Twohearts shall not be liable for indirect, incidental, consequential, special, or punitive damages.

Nothing in this Agreement excludes liability that cannot legally be excluded or limited.

7. Term and Termination

This Agreement begins when Merchant first accesses the Services and continues until terminated. Twohearts may suspend or terminate Merchant access for fraud, excessive disputes, legal violations, non-payment, security risks, or material breach. Merchant may terminate as permitted by any applicable order form or by written notice, subject to payment of outstanding fees.

8. Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved by arbitration at the Vietnam International Arbitration Centre (VIAC) in accordance with its Rules of Arbitration. Seat: Ho Chi Minh City, Vietnam. Language: Vietnamese. Governing law: Vietnam.

Additional Terms

Confidentiality

Each party may receive confidential information. Each party will protect the other party's confidential information and use it only to perform under this Agreement, except as required by law.

Notices

Notices may be sent to the email address on file for Merchant and to chat@twohearts.vn for Twohearts.