Terms and Conditions for Sponsored Listing Service Request Form (“Terms”)

These Terms form part of the Sponsored Listing Service Request Form ("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 (as defined below) by the Restaurant Partner.

I. Definitions

1. “Advertisement Services” shall mean the Visit Pack Advertisement Services and the Additional Advertisement Service provided by Zomato to the Restaurant Partner pursuant to the SRF and these Terms.

2. “Additional Advertisement” shall mean the advertisement generated through the Additional Advertisement Service extended by Zomato which may include an advertisement in the form of an out-of-home (OOH) billboard, newspaper advertisement, social media campaign, glow sign board, flangeboard or any other form of advertisement service as may be decided by Zomato, at its sole discretion.

3. “Additional Advertisement Service” shall mean one (1) time additional offline and/or online advertisement service provided to the Restaurant Partner, during the Term, by Zomato itself or through third party service providers/platforms.

4. “Content” shall mean the Restaurant Partner’s name, establishment name, logo, menu items, images of the food and beverages/ menu items, creatives, etc. transmitted or submitted by the Restaurant Partner to Zomato either through the Zomato Platform or otherwise.

5. “CPV” or “Cost Per Visit” shall mean the fee payable by the Restaurant Partner to Zomato, for each Visit.

6. “Deliverables” shall mean the estimated number of Visits for the Visit Pack Advertisement, as set forth in the SRF.

7. “Effective Date” shall mean the date on which the SRF is executed between Zomato and the Restaurant Partner.

8. “End Date” shall mean the date as set out in the SRF on which the Advertisement Services will end.

9. “Fee” shall mean the Fee payable by the Restaurant Partner for Visit Pack Advertisement Services as set out under the Form.

10. “Parties” shall mean the Restaurant Partner and Zomato.

11. “Renewal Term” shall mean the renewed term for Visit Pack Advertisement Services, as set out under the SRF.

12. “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.

13. “Restaurant Page” the dedicated restaurant listing of the Restaurant on the Zomato Platform.

14. “SRF” shall mean the Sponsored Listing Service Request Form executed by the Restaurant Partner for availing the Services.

15. “Start Date” shall mean the date on which the Service will commence.

16. “Term” shall mean the period commencing from the Start Date to the End Date as set out in SRF.

17. “Visit” shall mean a user either (i) accessing a Restaurant Page; (a) by clicking on the Visit Pack Advertisement; or (b) within 24 hours from last viewing the Visit Pack Advertisement. OR (ii) viewing the full Visit Pack Advertisement being displayed on the Zomato Platform by clicking on any portion of the Visit Pack Advertisement prior to closing such Visit Pack Advertisement.

18. “Visit Pack Advertisement” shall mean promotional advertisement that is displayed on the Zomato Platform for the purpose of publicizing the Restaurant.

19. “Visit Pack Advertisement Services” shall mean advertisement services provided by Zomato for promotion of the Restaurant on the Zomato Platform.

20. “Zomato Platform” shall mean the website located at, www.zomato.com; and mobile application, owned and operated by Zomato.

II. Visit Pack Advertisement Terms and Conditions

a) Restaurant Partner’s Obligations under Visit Pack Advertisement Services

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

2. If the Restaurant Partner requires any modification to the existing content available with Zomato for the Visit Pack Advertisement on the Zomato Platform, 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 Request.

3. The Restaurant Partner shall ensure that it has all rights, title, and interest in (a) the content it shares with Zomato; or (b) the Restaurant Partner’s content that is already available with Zomato and these are compliant with the Restaurant Partners internal branding guidelines and applicable laws. Zomato shall in no manner be liable for the content displayed on the Zomato Platform, 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.

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

5. In the event the Restaurant Partner has an ongoing collaboration with a third party and wishes to promote such collaboration by way of the Visit Pack 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.

6. Zomato will provide the Restaurant Partner with an online Restaurant Partner dashboard access to track the Deliverables on the Zomato Platform and/or send weekly auto generated reports by the online dashboard to the designated email address of the Restaurant Partner set out in the SRF. The Restaurant Partner shall not share or disclose such dashboard access or any of its inbuilt features to any third party.

7. 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.

8. Restaurant Partner shall provide Zomato with 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.

b) Payment terms for Visit Pack Advertisement Services

1. The Restaurant Partner shall pay Zomato for the Deliverables for Visit Pack Advertisement Services (“Fee”). However, the Restaurant Partner shall not be charged any Fee for Visits greater than the Deliverables as set out in the SRF. 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. 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.

2. 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, any Fee (other than Advance Fee) shall be paid by the Restaurant Partner within thirty (30) days from the date of the invoice.

3. 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.

4. 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 may be. 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 Term or for periods commensurate to the time period for which the Service was delayed or suspended, without any written communication.

5. 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.

6. If any Advance Fee remains unutilized: a) Zomato may, in its sole discretion, extend the Service to the Restaurant Partner for up to 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 such Advance Fee shall be refunded to the Restaurant Partner.

7. In case 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.

8. 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/licenses.

9. Zomato may from time to time revise the rate of CPV for the Renewal Term(s) with prior intimation and consent of the Restaurant Partner. Such revision shall be communicated to the Restaurant Partner by way of written communication (email sufficient).

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

c) Zomato’s Rights and Obligations under Visit Pack Advertisement Services

1. 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.

2. 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/Visit Pack Advertisement without Restaurant Partner’s prior written consent.

3. Zomato will determine, in its sole discretion, the size, placement, and positioning of the Visit Pack Advertisement on the Zomato Platform.

4. 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.

5. 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.

6. To the fullest extent permitted by law, Zomato shall exclude any liability with regard to the content of the Visit Pack Advertisement 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 Platform.

7. 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.

III. Additional Advertisement Terms and Conditions

a) Restaurant Partner’s Obligations under Additional Advertisement Services

1. For Additional Advertisements on social media platforms, the Restaurant Partner can post and share the Additional Advertisement only through digital screens at its own restaurant premise(s) or through its own account(s) on social media platforms including YouTube, Instagram, Snapchat, Facebook and/or WhatsApp (“Social Media Platforms”) during the Term.

2. The Additional Advertisement cannot be used on the Restaurant Page on the Zomato Platform as video ads inventory of the Restaurant Partner.

3. The Additional Advertisement cannot be used or shared by the Restaurant Partner via any other channel including digital media such as television ads.

4. The Restaurant Partner agrees and acknowledges that the Additional Advertisement (including its content, audio or visual) or any part of the Additional Advertisement cannot be modified, edited, added, deleted in any manner and the Additional Advertisement shall have to be used, posted or shared on an as-is basis. For clarity, modification shall include removing or changing the audio, removing, changing the supers, Zomato branding or end-screen, cropping the Additional Advertisement, adding extra text or voiceover, adding a caption to the Additional Advertisement, etc. The Restaurant Partner shall not make any copy of the Additional Advertisement during or after the Term.

5. The Restaurant Partner agrees and acknowledges that Zomato shall provide a limited, non-exclusive, non-transferable, non-assignable, revocable right and license to use the Additional Advertisement only for the Term. The Restaurant Partner shall take down the Additional Advertisement from all channels, including all social media platforms of the Restaurant Partner and the Restaurant Partner location and shall not use the Additional Advertisement in any manner whatsoever pursuant to the Term or as may be communicated by Zomato the Restaurant Partner at any time.

6. The Restaurant Partner agrees that in the event the Restaurant Partner terminates this arrangement during the Term, Zomato shall revoke the Restaurant Partner’s license with immediate effect and the Restaurant Partner shall immediately cease and discontinue all use of the Additional Advertisement and will ensure that any of their representatives or affiliates cease and discontinue all use of the Additional Advertisement.

7. The Restaurant Partner shall ensure that Content and/or theusage of the Additional Advertisement is in compliance with prescribed law/rules/regulations/codes including but not limited to self-regulating codes/guidelines from time to time, including the Advertising Code prescribed under the Cable Television Networks Rules, 1994 Advertising Advice issued by the Advertising Standards Council of India (“ASCI”).

8. The Restaurant Partner shall obtain adequate licenses, registrations, permissions, approvals, etc. including Self- Declaration Certificate affirming that the advertisement does not make misleading claims and complies with all relevant regulatory guidelines. The Restaurant Partner shall provide a copy of such permissions, approvals, licenses, etc. including Self- Declaration Certificate to Zomato within one (1) day of receiving a request from Zomato. Any non-compliance, contravention, claims arising out of, related to or connected to such violation shall be solely borne by the Restaurant Partner.

9. The Restaurant Partner agrees and acknowledges that the Additional Advertisement shall at all times remain the property of Zomato to which Zomato has agreed to provide the license to use to the Restaurant Partner.

10. The Restaurant Partner shall not sublicense these rights or otherwise permit any third party to use the Additional Advertisement.

11. The Restaurant Partner agrees and acknowledges that Zomato may offer to distribute the Additional Advertisement via third party platform, YouTube as part of Zomato’s digital marketing campaign. For the said purposes, Zomato will not charge any fee to the Restaurant Partner, nor will be liable for any impressions or reach commitments towards the Additional Advertisement and Zomato will run the Additional Advertisement on a best-effort basis. For the purposes of such campaign, the the Restaurant Partner agrees to grant Zomato and its affiliates a non-exclusive, royalty-free, irrevocable and perpetual right to use, reproduce, publish, translate, create derivative works from, distribute, and display the Restaurant name / logo on behalf of the Restaurant Partner on the third party platform including on YouTube. Any content provided by the Restaurant Partner for the Video Advertisement shall be the sole property of Zomato.

12. All the rights, duties, liabilities and obligations of the respective parties under the Terms shall form an integral part of these Additional Advertisement Terms and Conditions.

13. Except as may be varied/modified by these Additional Advertisement Terms and Conditions, the Terms shall continue to have full force and effect.

IV. Representations and Warranties

1. 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; (vi) 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; (vii) the 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 (viii) 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.

2. 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.

V. Indemnity and Limitation of Liability

1. 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 breach of Restaurant Partner’s representations and warranties or obligations set forth in these Terms.

2. 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.

3. Except in the case of indemnification set out in this clause, in no event shall either party be liable for any direct, indirect, incidental, consequential, special, or exemplary damages, even if the party 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.

4. 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.

VI. Confidentiality

1. 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.

2. The restrictions in sub-clause 1 of this clause 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.

3. The provisions of this clause shall survive the termination of these Terms and SRF and remain in force in perpetuity

VII. Term and Termination

1. The Term of the SRF shall commence on the Start Date and shall continue until the End Date, as set out under the SRF. The Restaurant Partner shall not be entitled to terminate the SRF and these Terms during the Term.

2. After the expiry of the Term, in case the SRF is auto-renewed for Visit Pack Advertisement Services, the Service Provider shall be entitled to terminate the SRF and these Terms by serving a prior written notice of thirty (30) days to Zomato. 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 1 of clause VIII.

3. For clarity, the license to use the Video Advertisement shall be available to the Restaurant Partner only during the Term and post the Term, the Restaurant Partner shall take down the Video Advertisement from all channels, including all social media platforms of the Restaurant Partner and the Restaurant Partner location and shall not use the Video Advertisement in any manner whatsoever.

4. Zomato reserves the right to forthwith terminate the SRF and these Terms or suspend the Service by stopping display of the Visit Pack Advertisement on the Zomato Platform and/or by revoking the license to use the Video Advertisement in the event the Restaurant Partner breaches any of the Terms set out herein or is in breach of any applicable laws. In case of Visit Pack Advertisement Services, Zomato shall not return or refund any Fee already paid by the Restaurant Partner for any termination due to breach of the Terms by the Restaurant Partner.

VIII. Intellectual Property Rights

1. 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.

2. The intellectual property rights in the content provided by the Restaurant Partner hereunder shall vest solely with the Restaurant Partner. The Restaurant Partner agrees to provide Zomato with an unrestricted, non-exclusive, royalty-free license in respect of all content and information provided by the Restaurant Partner to Zomato.

3. The intellectual property rights to the Video Advertisement created and/or generated pursuant to the SRF shall be owned by Zomato, apart from the content provided by the Restaurant Partner to be included in the Video Advertisement and the Restaurant Partner hereby irrevocably waives all rights and claims in the Video Advertisement, including without limitation, rights of title, license, interest etc.

4. 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.

IX. 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.

X. 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 Platform 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 Platform or the Service, content or the content of any other websites linked to the Zomato Platform, 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 Platform 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 Platform. Zomato does not warrant the results from use of Service, and the Restaurant Partner assumes all risk and responsibility with respect thereto.

XI. 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.

XII. Modification

Zomato may modify these Terms from time to time, and any such changes will (i) be reflected on the Zomato Platform, (ii) be effective immediately upon the changes being reflected on the Zomato Platform (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 Zomato Platform.

Further, in the event Zomato upgrades, modifies or replaces the Services (“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 Platform. 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.

XIV. GENERAL

1. 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 and/ or to its affiliates. Subject to the foregoing, these Terms shall bind and inure to the benefit of each party’s successors and permitted assigns.

2. 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 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.

3. 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.

4. Acceptance to Zomato’s Privacy Policy: By signing the SRF, the Restaurant Partner acknowledges and agrees to be bound by Zomato’s privacy policy (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.

5. 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.