Terms and Conditions for Sponsored Listing Service Request Form for Branding on Search Ads (“Terms”)

These Terms form part of the Sponsored Listing Service Request Form for Branding on Search Ads ("SRF") and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the "Restaurant Partner"), and Zomato Limited (a registered company in India) and its Affiliates (collectively, "Zomato"), governing the use of the Service(s) (as defined below) by the Restaurant Partner.

1. Definitions

a. "Advance Fee" shall have the meaning as defined in clause 3 of these Terms. b. "Advertisement" shall mean promotional advertisement consisting of the Content (as defined below) provided by the Restaurant Partner to Zomato, that is displayed on the Zomato Application for the purpose of publicizing the Restaurant. c. "Affiliates" shall mean Zomato and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Zomato. d. "Control" shall mean: i. the power to direct the management and policies of an entity whether through ownership of voting capital, by contract or otherwise; and ii. a holding company or subsidiary company of any entity shall be deemed to be an Affiliate of that entity. e. "Contract Term" shall mean the Term and the Extension Period (if provided). f. "CPI" or "Cost Per Impression" shall mean the fee payable by the Restaurant Partner to Zomato, for each Impression. g. "Customer Data" shall mean all information collected from customer using the Zomato Application by Zomato. h. "Deliverables" shall mean the estimated number of Impressions as set forth in the SRF. i. "Effective Date" shall mean the date on which the SRF is executed between Zomato and the Restaurant Partner. j. "End Date" shall mean the date as set out in the SRF on which the Service will end. k. “Fee” shall have the meaning as defined in clause 3 of these Terms, which shall be payable by the Restaurant Partner to Zomato for the Service. l. “Impression” shall mean each instance where the customer views the Advertisement on the Zomato Application. m. “Parties” shall mean the Restaurant Partner and Zomato. n. “Restaurant” shall mean a commercial establishment(s) for which the Restaurant Partner is executing the SRF, wherein food and beverage items are prepared and/or delivered to the customers. o. “Restaurant Page” the dedicated restaurant listing of the Restaurant on the Zomato Application. p. “Service(s)” shall mean the Advertisement services facilitated by Zomato for promotion of the Restaurant on the Zomato Application. q. “SRF” shall mean the Sponsored Listing Service Request Form for Branding on Search Ads executed by the Restaurant Partner for availing the Service. r. “Start Date” shall mean the date on which the Service will commence. s. “Term” shall mean the period commencing from the Start Date to the End Date as set out in SRF. t. “Zomato Application” shall mean the mobile application, owned and operated by Zomato.

2. Restaurant Partner’s Rights and Obligations

a. The Restaurant Partner shall provide all information and content including artwork, creative(s), logo(s), picture(s), videos and write-up to be displayed by way of the Advertisement on or before three (3) working days prior to the Start Date (“Content”) in order to enable Zomato to provide the Service(s).

b. If Restaurant Partner requires any modification to the existing Content available with Zomato for the Advertisement on the Zomato Application, the Restaurant Partner may send such modification request at priority@zomato.com (“Modification Request”). Zomato will use its best endeavours to update the Content within reasonable time from the receipt of such Modification Requests.

c. The Restaurant Partner shall ensure that it has all rights, title, and interest in : i. the Content it shares with Zomato; or ii. the Restaurant Partner’s content that is already available with Zomato and these are compliant with the Restaurant Partner’s internal branding guidelines and applicable laws. Zomato shall in no manner be liable for the Content displayed on the Zomato Application, when such Content is provided by the Restaurant Partner or approved by the Restaurant Partner in advance. The Restaurant Partner hereby agrees and acknowledges that Zomato shall be authorised to use the logo and brand name of the Restaurant or the Restaurant Partner as the case may be for its promotions.

d. The Restaurant Partner shall ensure to make timely payments of the Fees under these Terms.

e. In the event the Restaurant Partner has an ongoing collaboration with a third party and wishes to promote such collaboration by way of the Advertisement, the Restaurant Partner shall provide Zomato with a letter from such third party acknowledging the collaboration along with a no-objection letter from such third party (in a format acceptable to Zomato). It shall be the Restaurant Partner’s obligation to apprise the third party of the SRF and these Terms.

f. Zomato will send weekly auto generated reports by the online dashboard to the designated email address of the Restaurant Partner set out in the SRF.

g. Except as expressly permitted by Zomato herein, the Restaurant Partner agrees to keep the contents of the SRF and these Terms confidential at all times.

h. The Restaurant Partner agrees and acknowledges that Zomato may revise the price of the CPV for the renewal term as mutually agreed between Zomato and Restaurant Partner.

i. Restaurant Partner shall provide Zomato with valid copies of its PAN, TIN, TAN, GSTIN, or any other document that may be requested by Zomato. Restaurant Partner shall be required to furnish a copy of these documents within five (05) days of signing the SRF failing which, Zomato reserves its right to not commence the Service on the Start Date and/or suspend the Service till such time Zomato receives such documents.

3. Payment

a. The Restaurant Partner shall pay Zomato for the Deliverables (“Fee”). However, the Restaurant Partner shall not be charged any Fee for Impressions greater than the Deliverables as set out in the SRF.

b. The Fee charged shall be exclusive of applicable taxes. The Restaurant Partner shall be liable to pay all applicable taxes payments, fees, and any other liabilities arising under and/ or pursuant to executing the SRF.

c. The Restaurant Partner shall be solely responsible for verifying and filing the appropriate tax returns, and remitting the proper amount to the appropriate taxing authorities, where applicable. It is clarified that Zomato will not be liable for payment of any taxes that the Restaurant Partner is required to pay under the applicable laws.

d. Zomato shall raise invoices on the Restaurant Partner for the Fee in the manner as set out in the SRF. Unless otherwise set out in the SRF or otherwise in writing, any Fee (other than Advance Fee) shall be paid by the Restaurant Partner within thirty (30) days from the date of the invoice.

e. In the event Zomato requires the Restaurant Partner to make prepayment of Fee or a portion of the Fee for the Deliverables (“Advance Fee”), the Restaurant Partner shall make payment towards the same at least ten (10) days prior to the Start Date. Zomato shall raise an advance receipt voucher with appropriate GST break-up in terms of the provisions of GST law, in the event of collection of any Advance Fee.

f. In the event the Restaurant Partner fails to make timely payment of Fee or the Advance Fee for the Service, Zomato reserves the right to refuse/ suspend / discontinue the Service, as the case maybe. Upon receipt of payment (which is not later than fifteen (15) days from the applicable due date), Zomato may in its sole discretion, provide or reinstate the Service (as the case maybe) for remainder of the Contract Term or for periods commensurate to the time period for which the Service was delayed or suspended, without any written communication.

g. Furthermore, Zomato reserves the right to levy a penalty for the late payments / cheque getting dishonored. The penalty to be levied on the Restaurant Partner for cheque getting dishonored to Zomato shall be INR 500/-, and Zomato may modify such amount from time to time. The penalty levied on the Restaurant Partner for any late payments to Zomato shall be an interest at the rate of 18% per annum, that shall be calculated from the date such invoice became due and until the date the Restaurant Partner finally pays such invoice.

h. If any Advance Fee remains unutilized: a. Zomato may, in its sole discretion, extend the Service to the Restaurant Partner for upto a maximum of seven (7) days from the End Date (“Extension Period”). b. upon expiry of the Extension Period or when no Extension Period is provided by Zomato, such Advance Fee shall: i. be refunded to the Restaurant Partner; or ii. can be used by the Restaurant Partner to avail other services offered by Zomato within six (6) months from the End Date, failing which Restaurant Partner shall be required to raise a request for a refund of such unutilized Advance Fee with Zomato thereafter which Zomato shall refund such amount to the Restaurant Partner.

i. In case where a Restaurant Partner is withholding any taxes under any applicable laws, the Restaurant Partner shall be obligated to provide Zomato with a copy of proof of such deduction within forty five (45) days following the last date of the quarter for which such deductions are made.

j. In case Advance Fee is refunded, Zomato shall raise a refund voucher in terms of the provisions of GST law to Restaurant Partner.

k. In order to comply with the provisions of Goods & Services Tax (GST) laws applicable in India, all invoices shall be issued by Zomato from its respective registered State office from where the Services are being rendered by Zomato. The list of respective state registered offices of Zomato across India is available at https://www.zomato.com/licences.

l. In the event of under-delivery of impressions, the system may over-deliver up to five times the daily impressions in the coming days/week up to the total impressions fixed.

m. In the event of over delivery of impressions, Zomato shall deduct an amount equivalent up to 15% of the total amount payable depending on the delivery of the total impressions fixed.

4. Zomato’s Rights and Obligations

a. Upon execution of the SRF by the Restaurant Partner, Zomato shall commence the provision of the Service on the Start Date in accordance with these Terms read along with the SRF.

b. For the purpose of these Terms, the Restaurant Partner hereby grants Zomato the worldwide, non-exclusive, royalty-free right and license to use and reproduce, copy, distribute and display, in any medium now known or hereafter developed, the Content. Other than for formatting changes, in no event shall Zomato modify or alter the content, text or appearance of Content/ Advertisement without Restaurant Partner’s prior written consent.

c. Zomato will determine, in its sole discretion, the size, placement, and positioning of the Advertisement on the Application. It is hereby clarified that the ‘Category’ mentioned in the SRF are for indicative purposes only and Zomato reserves its right to make any modifications to the ‘Category’ at any time, at its sole discretion, without notice to the Restaurant Partner.

d. Unless otherwise agreed between the Parties in the SRF, Zomato shall be under no obligation to refund and/ or repay the Fee (full or part) received from the Restaurant Partner.

e. Zomato does not guarantee any minimum or maximum number of impressions, clicks or reach for your restaurant listing page or any loss occurred to you due to any such reasons.

f. Zomato shall be under no obligation to amend and/ or alter the Start Date of the Service pursuant to a request received from the Restaurant Partner.

g. To the fullest extent permitted by law, Zomato shall exclude any liability with regard to the Content provided or approved by the Restaurant Partner and shall not be responsible for any action or claim initiated by any third party as a result of such Content on the Zomato Application.

h. Notwithstanding the aforesaid, in the event, Restaurant Partner fails to make the payment to Zomato within fifteen (15) days from the due date, Zomato reserves the right to set off, withhold and/or deduct the payments that are due to Zomato under the SRF against any payments that are payable by Zomato to the Restaurant Partner under any other agreement or arrangement between Zomato and the Restaurant Partner or its affiliates.

5. Service(s) Terms and Conditions

a. Zomato may offer to provide the Service(s), on a non-exclusive basis through third-party service providers. Where a Restaurant Partner has voluntarily agreed to sign up for the Service(s), Restaurant Partner agrees to the following terms: i. To avail the Service(s), the Restaurant Partner agrees to provide the Content to Zomato and make the payment to Zomato for the Deliverables in the manner as set out in the SRF. The Restaurant Partner will not be charged any additional Fee for the Service(s) over and above the Fee set out in the SRF. ii. The Service(s) can be availed for the Restaurant(s) for which the Restaurant Partner is executing the SRF. iii. The Service(s) will only be provided once the Fee as set out in the SRF is received by Zomato. iv. In relation to the Advertisement, you agree to grant Zomato and its affiliates a non-exclusive, royalty-free, irrevocable and perpetual right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display the Advertisement on the Zomato Application. v. The Restaurant Partner agrees and acknowledges that Zomato is merely facilitating the Service(s) from third-party service providers and Zomato takes no responsibility and assumes no liability for posting/using the Content for which the usage rights have been granted by the Restaurant Partner. vi. Zomato shall not be liable to you for (i) special, incidental, exemplary, consequential or punitive damages, however, styled, including without limitation, lost profits or diminution in value or (ii) any losses due to forces beyond the control of Zomato. vii. All the rights, duties, liabilities and obligations of the respective parties under the Terms shall form an integral part of these Service(s) Terms and Conditions. viii. Except as may be varied/modified by these Service(s) Terms and Conditions, the Terms shall continue to have full force and effect.

6. Representations and Warranties

a. Restaurant Partner’s representations and warranties: Restaurant Partner hereby represents and warrants to Zomato that: i. Restaurant Partner has the power and authority to enter into and perform its obligations according to these Terms read along with the SRF; ii. Restaurant Partner has no restrictions that would impair its ability to perform its obligations and grant all rights contemplated by these Terms and the SRF; iii. Restaurant Partner has not and will not enter into any agreement that is inconsistent with its obligations hereunder; iv. none of the Content provided or approved by the Restaurant Partner will violate any rights of any third party including but not limited to intellectual property rights; v. none of the Content provided or approved by the Restaurant Partner will violate any applicable law, regulation and/or code of conduct; none of the Content provided or approved by the Restaurant Partner will, when viewed or clicked on by a customer, cause such customer’s computer to download any software application; vi. a Content provided by the Restaurant Partner will not be and/or link to any content that is defamatory, fraudulent, obscene, misleading or otherwise illegal; and vii. none of the Content will contain any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage or interfere with Zomato.

b . Zomato’s Representation and Warranties: Zomato hereby represents and warrants to the Restaurant Partner that Zomato: i. has the power and authority to enter into and perform its obligations according to the terms of these Terms; and ii. has no restrictions that would impair its ability to perform its obligations contemplated by these Terms.

7. Indemnity and Limitation of Liability

a. Indemnification by the Restaurant Partner: The Restaurant Partner agrees and undertakes to indemnify and hold Zomato and its officers, directors, employees and agents, harmless against any and all losses, damages, liabilities, claims, costs and expenses, including attorneys’ fees, arising out of or in connection with any (i) breach of Restaurant Partner’s representations and warranties or obligations set forth in these Terms; and/or (ii) breach of applicable law; and/or (iii) infringement of intellectual property rights of any third party. Moreover, Restaurant Partner agrees to keep Zomato, and its affiliates indemnified for all third-party claims arising from posting/using the Content/Advertisement.

b. Indemnification by Zomato: Zomato agrees and undertakes to indemnify and hold Restaurant Partner and its officers, directors, employees and agents, harmless against any and all losses, damages, liabilities, claims, costs and expenses, including attorneys’ fees, arising out of or in connection with any breach of Zomato’s representations and warranties or obligations set forth in these Terms.

c. Except in the case of indemnification set out in this clause 6, in no event shall Zomato party be liable for any direct, indirect, incidental, consequential, special, or exemplary damages, even if Zomato has been advised of the possibility of such damages, cost, loss or expense of any nature suffered by the Restaurant Partner in execution of these Terms to the maximum extent allowed by the law.

d. Notwithstanding anything to the contrary herein contained, Zomato’s aggregate liability under the SRF and the Terms shall not exceed the Fee received from the Restaurant Partner for a Term set out in the SRF, excluding any renewals thereof.

8. Confidentiality

a. Parties agree that any and all information, as present now or in the future, which is or may be a trade secret or of a confidential nature (in whatever media) regarding the operations, products, finance, marketing, customers, administration, maintenance, technology, research and development, future inventions and policies of either Party, including the existence and contents of these Terms and SRF, and all notes, memoranda, records and writings relating to the Service, shall be confidential information (together “Confidential Information”). Both Parties shall treat Confidential Information with the strictest confidence and secrecy and none of the Confidential Information shall be disclosed to any third party or used for purposes other than for provision of the Service.

b. The restrictions in sub-clause a. of clause 7 above do not apply to Confidential Information: i. that is, or has, after disclosure to the receiving Party, entered into the public domain otherwise than as a result of a breach of confidentiality of the receiving Party; or ii. that is properly and lawfully in the possession of the receiving Party prior to the time that it was disclosed by or acquired from, and was not acquired in any way directly or indirectly from, the disclosing Party or any of its or their respective directors, officers, employees or advisers (as evidenced by the written records or such person or persons) and provided that such information is not known to be subject to any other duty of confidentiality owed to or by the disclosing Party; or iii. the disclosure of which is required by law or the rules of any applicable regulatory organization provided that, in such case, disclosure shall only be made to the extent reasonably necessary to comply with relevant law or rule and the disclosing Party shall be informed of the requirement such that the disclosing Party may apply for an injunction to prevent its disclosure; or iv. that the disclosing Party has authorized the receiving Party in writing that the Confidential Information may be made public by the receiving Party. c. The provisions of this clause shall survive the termination of these Terms and SRF and remain in force in perpetuity.

9. Termination

a. Either Party may terminate the arrangement contemplated in the SRF and these Terms by giving the other party a prior written notice of thirty (30) days. Zomato shall not be required to return or refund any Advance Fee paid by the Restaurant Partner for termination of the SRF and these Terms by the Restaurant Partner under this sub clause a of clause 8. However, Zomato reserves the right to let the Restaurant Partner use such Advance Fee for availing other services offered by Zomato within a period of 6 months from the date the services are terminated, failing which such Advance Fee shall be forfeited by Zomato.

b. Zomato reserves the right to forthwith terminate the SRF and these Terms or suspend the Service by stopping display of an Advertisement on its Zomato Application in the event; (i) the Restaurant Partner breaches any of the Terms set out herein or (ii) is in breach of any applicable laws or (iii) upon the happening of any of the insolvency events such as bankruptcy, appointment of receiver, administrator, liquidator, winding up, or dissolution. Zomato shall not return or refund any Fee already paid by the Restaurant Partner for any termination due to breach of the Terms and/or applicable law by the Restaurant Partner.

10. Intellectual Property Rights

a. As between the Parties, the Restaurant Partner hereby agrees that nothing in these Terms shall or may be construed as, a transfer or license of any rights or title in and to the Customer Data or any part thereof to the Restaurant Partner or any third party.

b. The intellectual property rights in the Content provided by the Restaurant Partner hereunder shall vest solely with the Restaurant Partner. The Restaurant Partner agrees and acknowledges providing Zomato with an unrestricted, non-exclusive, royalty-free license in respect of all Content and information provided by the Restaurant Partner to Zomato. Both parties shall retain all rights in their individual intellectual property rights and upon executing the SRF and/ or accepting the Terms does not give either party rights in the other parties intellectual property rights, unless otherwise agreed in writing.

11. Governing Law and Dispute Resolution

The SRF read along with these Terms shall be governed in accordance with the laws of India and the courts of New Delhi shall have exclusive jurisdiction to preside over any matters arising hereunder.

12. Disclaimer

To the fullest extent permitted by law, Zomato and its Affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with the SRF and these Terms, the Zomato Application and the Zomato services and any use thereof, including, without limitation, the implied warranties of Restaurant Partnerability, fitness for a particular purpose and non-infringement. Zomato makes no warranties or representations about the accuracy or completeness of the Zomato Application or the Service, content or the content of any other websites linked to the Zomato Application, and assumes no liability or responsibility for any: a. errors, mistakes, or inaccuracies of content and materials, b. personal injury or property damage, of any nature whatsoever, resulting from the Restaurant Partner’s access to and use of the Zomato Application and the Service, c. any unauthorized access to or use of Zomato’s servers and/or any and all personal information and/or financial information stored therein, d. any interruption or cessation of transmission to or from the website or otherwise with respect to the Service, e. any bugs, viruses, trojan horses, or the like which may be transmitted to or through the website by the Content of the Restaurant Partner, f. click frauds, technological issues or other potentially invalid activity that affects the cost of Service, and/or g. any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Zomato Application. Zomato does not warrant the results from use of Service, and the Restaurant Partner assumes all risk and responsibility with respect thereto.

13. Notices

All notices, demands or consents required or permitted under these Terms shall be provided (i) by email provided by the other Party, or (ii) in writing and personally delivered or sent by telecopy, telegram or registered or certified mail, return receipt requested, or by a reputable overnight carrier to the address designated by the other Party and will be deemed to have been served when delivered, or if delivery is not accomplished by some fault of the addressee, when tendered. If to Zomato, such papers must be sent to legal@zomato.com to the attention of the Legal Department. The Restaurant Partner agrees (i) to receive communications from Zomato in an electronic form, and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Zomato provides electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

14. Modification

Zomato may modify these Terms from time to time, and any such changes will (i) be reflected on the Zomato website and/or Zomato Application, (ii) be effective immediately upon the changes being reflected on the Zomato website and/or Zomato Application (iii) not apply to any disputes arising prior to the effective date of such change. The Restaurant Partner agrees to be bound to any such changes or modifications and understands and accepts the importance of regularly reviewing these Terms as updated on the website and/or Zomato Application.

Further, in the event Zomato upgrades, modifies or replaces the Service (“Service Modifications”) offered to the Restaurant Partner, Zomato will notify the Restaurant Partner prior to making the same and give the Restaurant Partner the opportunity to review and comment on the Service Modifications before continuing to use the Service or any alternate service offered by Zomato. The Service Modifications will also be reflected on the Zomato Application. If the Restaurant Partner continues to use the Service or any alternate service offered by Zomato, following any notice of the Service Modifications, it shall constitute the Restaurant Partner’s acceptance of such Service Modifications.

15. General

a. Assignment: These Terms shall not be assigned by the Restaurant Partner without the prior written consent of Zomato. Any purported transfer, assignment, or delegation without such prior written consent shall be null and void. Zomato may assign or transfer these Terms for any reason to any person. Subject to the foregoing, these Terms shall bind and inure to the benefit of each party’s successors and permitted assigns.

b. Partial Invalidity: If any provision in these Terms is or becomes illegal, invalid or unenforceable in any respect under applicable law, neither the legality, validity nor the enforceability of the remaining provisions will in any way be affected or impaired. Further, the parties will negotiate, in good faith, a substitute, valid and enforceable provision which most nearly affects the parties’ intent in relation to the provision that has been held to be illegal, invalid or unenforceable.

c. Change of Control: The Restaurant Partner acknowledges that the business and assets of Zomato may be sold in the future and consents to the transfer or disclosure of its personal information and these Terms to any purchaser of the business of Zomato or its assets if that outcome occurs.

d. Acceptance to Zomato’s Privacy Policy: By signing the Form, the Restaurant Partner acknowledges and agrees to be bound by Zomato’s privacy policy (https://www.zomato.com/privacy). Restaurant Partner will immediately notify Zomato if it becomes aware of or suspects any unauthorized use or access to the user data or any other Confidential Information of Zomato, and shall co-operate with Zomato in investigation of such breach and the mitigation of any damage.

e. Independent Contractors: The relationship of Zomato and the Restaurant Partner is one of independent contractors, and nothing contained in these Terms will be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow the Restaurant Partner to create or assume any obligation on behalf of Zomato for any purpose whatsoever. All financial obligations associated with Restaurant Partner’s business are the sole responsibility of the Restaurant Partner.