These terms and conditions (“Event Terms”) form part of the Merchant Enrolment Form for Zomato Events (“Form”) and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the “Merchant”), and Zomato Limited and its affiliates (collectively, “Zomato”), for the provision of listing of Event(s) by the Merchant on the Zomato Platform (as defined below).
1. DEFINITIONS
a. “Agreement” shall mean the Form along with the Event Terms.
b. “Applicable Law(s)” shall mean (a) any applicable national, foreign, provincial, local or other law including all applicable provisions laws, statutes, regulations, rules, treaties, constitutions, mandatory policies, codes or practice and/or conduct, notifications, ordinances, bye-laws, directives, guidelines, rule of common law, judgments, judicial orders, and/or decrees imposed by law or any governmental authority or agency (including self-regulatory broadcasting bodies) and (b) any term in any licence granted by any such governmental or regulatory authority to which a party is subject from time to time.
c. “Commencement Date” shall mean the date set out in this Agreement or any other such date as notified by Zomato via email, whichever is later, from which the Merchant shall list the Event(s) (as defined below) for the Customer(s) (as defined below) on the Zomato Platform.
d. “Customer(s) ” shall mean a user, who purchases the Ticket(s) (as defined below) through the Zomato Platform or offline by Zomato and its authorised third-party service providers including at the box office at the Event(s) Venue(s) (as defined below).
e. “Customer(s) Data” shall mean any and all identifiable information provided by the Customer(s) via the Zomato Platform, including Customer(s) name, email address, phone number, and Customer(s) preferences, which will be governed by the privacy policy located at https://www.zomato.com/policies/privacy.
f. “Commission” shall mean the percentage (%) plus applicable taxes payable by the Merchant to Zomato, per Gross Ticket(s) Value, as set out in this Agreement.
g. “Confidential Information” shall mean all non-public information in any form or medium (whether oral, written, electronic or other) that is disclosed by a Party (as a “Disclosing Party”) to the other Party (as a “Receiving Party”). Confidential Information includes, without limitation, (i) non-public information relating to the Disclosing Party’s technology, products, services, processes, business plans, financial information, data, customers, performance results relating to past, present or future business activities or business in general; (ii) information that the Disclosing Party has received from a third party under an obligation of confidentiality; (iii) any other information that should reasonably be recognized as confidential information of the Disclosing Party from the nature of such Confidential Information.
h. “Electronic Payment Mechanism” shall mean the online and mobile-based payment mechanisms including third-party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or any loyalty points that are available on the Zomato Platform for the purposes of purchasing Ticket(s) for the Event(s), payable by the Customer(s).
i. “Event(s)” shall mean the offerings including but not limited to events including parties, plays, concerts, and any other events or special packages, curated and hosted by the Merchant, from time to time, to be listed and displayed on the Zomato Platform.
j. “Gross Ticket(s) Value” shall mean the amount (including GST) and Zero Cancellation Fee (if applicable) (including GST) (as defined below) paid by Customer(s) to purchase valid Ticket(s) from the Zomato Platform and sold offline by Zomato and its authorised third-party service providers including at the box office at the Event(s) Venue(s) for attending the Event(s) hosted by the Merchant.
k. “Information” shall mean the information set out and provided along with this Agreement, Zomato Dashboard and includes any information which is supplied by the Merchant to Zomato under this Agreement such as the Event(s) price list, starting hours of the Event(s) hosted by the Merchant, rates at which taxes are charged by the Merchant to the Customer(s), specific terms and conditions pertaining to Event(s), or any other information the Merchant is under an obligation to supply to Zomato (a) immediately on the Commencement Date; or (b) within one (1) day from any change in such information.
l. “Merchant” shall mean the owner / organiser of the Event(s) as mentioned in this Agreement.
m. “Parties” shall mean Zomato and the Merchant.
n. “Representatives” shall mean, with respect to a Party, such Party's officers, employees, consultants, affiliates, and legal advisors.
o. “Services” shall mean the services offered by Zomato to the Merchant, on and from the Commencement Date, such as listing of the Event(s) and/or Ticket(s) on the Zomato Platform and/or facilitation of booking of Ticket(s) by the Customer(s) via the Zomato Platform or offline by Zomato and its authorised third-party service providers including at the box office at the Event(s) Venue(s).
p. “Ticket(s)” shall mean a reservation in an electronic form purchased by the Customer(s) on the Zomato Platform or offline by Zomato and/or its authorised third-party service providers including at the box office at the Venue(s), which allows you to access the Event(s) for which such reservation is generated. For clarity, physical tickets issued by the Merchant directly at their premises will not be treated as Ticket(s) purchased via Zomato Platform or from Zomato’s authorised third party service providers.
q. “Ticket(s) Value” shall mean the amount (plus applicable taxes) paid by Customer(s) to purchase a valid Ticket(s) from the Zomato Platform or offline by Zomato and/or its authorised third-party service providers including at the box office at the Venue for attending the Event(s) on the Event(s) date, time and Venue curated and hosted by the Merchant excluding the Zero Cancellation Fee.
r. “Transaction” shall mean each instance where the Customer(s) makes payments towards purchasing the Ticket(s) via the Zomato Platform or offline by Zomato and/or its authorised third-party service providers including at the box office at the Venue.
s. “Venue(s)” means the location where the Event(s) are organized by the Merchant.
t. “Zero Cancellation Fee” shall mean a charge payable by the Customer(s) (inclusive of GST) at the time of purchasing the Ticket(s) via Zomato Platform giving an option to the Customer(s) to cancel the Ticket(s) up to forty-eight (48) hours prior to the Event(s) and get a refund of the Ticket(s) Value. u. “Zomato Application” means the mobile application , owned and operated by Zomato. v. “Zomato Dashboard” means the Zomato owned merchant interface platform, the access to which is provided by Zomato to the Merchant for curating and listing the Event(s) on the Zomato Platform. w. “Zomato Events” means the Event(s) curated and listed by the Merchant on the Zomato Platform. x. “Zomato Platform” shall collectively mean Zomato Application and Zomato Website. y. "Zomato Website" means www.zomato.com (including the webpages contained or hyperlinked therein and owned or controlled by Zomato), and such other media or media channels, devices, mobile applications, software, or technologies as Zomato may choose from time to time.
2. MERCHANT ROLES AND RESPONSIBILITIES
The Merchant hereby undertakes as follows:
a. The Merchant hereby agrees to curate and list the Event(s) for the Customer(s) in accordance with the terms set out in this Agreement on and from the Commencement Date.
b. The Merchant shall ensure that it has all rights, title, and interest in the content pertaining to the Event(s) shared by the Merchant with Zomato including any artwork(s), creative(s), logo(s), picture(s), video(s), music and write-up(s), brand name, banner(s), image(s) to be used for the purposes of curating, hosting and/or promoting the Event(s) on the Zomato Platform and/or any other medium as may be agreed between the Parties in writing (“Content”). The Merchant hereby grants to Zomato a non-exclusive, royalty-free, irrevocable and perpetual right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, upload and display the Content, on the Zomato Platform and/or any other medium as may be agreed between the Parties in writing.
c. The Merchant shall provide all Content to be used for the purpose of promotion, curating, and/or hosting the Event(s) on the Zomato Platform and/or any other medium as may be agreed between the Parties in writing.
d. The Merchant shall ensure that the Event(s) and/or Content is compliant with Applicable Laws and the content guidelines as set out in this Agreement.
e. The Merchant acknowledges that Zomato shall in no manner be liable for the Content displayed on the Zomato Platform and/or any other medium as may be agreed between the Parties in writing.
f. The Merchant shall ensure that it possesses and shall continue to possess the necessary consents, permits, no-objection, approvals, rights, including the intellectual property rights from the relevant third-party(ies) whose intellectual property is being used as part of the Content for the purposes of promoting the Event(s). The Merchant hereby warrants that it has the necessary rights to further sub-license such intellectual property rights to Zomato, for enabling Zomato to use such third party intellectual property.
g. The Merchant hereby permits Zomato to list, advertise, promote the Event(s) and the Ticket(s) to the Customer(s) on behalf of the Merchant.
h. The Merchant hereby agrees and acknowledges that (i) failure by the Merchant to organise the Event(s) as per the provisions of this Agreement; (ii) repeated (more than three) breaches of any of the terms of this Agreement by the Merchant in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to this Agreement; (iii) termination of the agreement between the Merchant and artist/artist agency; (iv) for any reason whatsoever the Merchant loses the right to organise/host the Event(s); and (v) failure of the artist to perform at the Event(s) shall each constitute a material breach of this Agreement.
i. The Merchant hereby authorizes Zomato to collect the Gross Ticket(s) Value from the Customer(s) on behalf of the Merchant for the Event(s).
j. The Merchant shall extend the Ticket(s) for the Event(s) to all the Customer(s).
k. The Merchant permits Zomato to deduct the Commission from the Gross Ticket(s) Value, GST on such Commission, Tax Deducted at Source (“TDS”), Tax Collected at Source (“TCS”) as per Applicable Laws and transfer such remaining amounts to the Merchant in accordance with the payment settlement process set out in this Agreement.
l. The Merchant hereby agrees and acknowledges that it will not collect any amount from the Customer(s) at the Event(s) for the Gross Ticket(s) Value without prior written approval from Zomato. In any scenario, if the Merchant and/or its staff is found collecting the Gross Ticket(s) Value from the Customer(s), then the same shall be deducted while making the payout as a part of net settlement. The Merchant also agrees that in such cases where the Merchant has collected any amount from the Customer(s) for the Gross Ticket(s) Value, Zomato reserves the right to ask the Merchant to transfer such Gross Ticket(s) Value to Zomato or the third-party service providers appointed by Zomato as per Zomato’s discretion from time to time.
m. The Merchant shall use the ZOMATO LIVE mark and logo for promotion/advertisement of the Event(s) in all mediums used for promotions and advertisement in accordance with the brand usage guidelines displayed at https://www.zomato.com/blog/press-kit shared by Zomato.
n. The Merchant shall include, and call put on all communication for the Event(s) that the Ticket(s) are available on the Zomato Platform and the ticketing partner for the Event(s) is ZOMATO LIVE.
o. The Merchant will not charge any additional amount, over and above the Gross Ticket(s) Value, from the Customer(s) purchasing the Ticket(s) via the Zomato Platform.
p. The Merchant hereby permits Zomato to contact the Merchant by phone, email, SMS, or other modes of communication, including WhatsApp in connection with the Event(s).
q. The Merchant agrees and acknowledges that Zomato reserves the right to advertise the Event(s) extended by other merchants as well, as a part of other services as well.
r. Notwithstanding anything otherwise set out herein, the Merchant shall, at all times remain, solely liable for (a) the goods and/or services, rendered to a Customer(s) at the Event(s); (b) any in-person interactions with the Customer(s) by the Merchant and or its staff; (c) payment of all applicable taxes and statutory dues with respect to the goods and/or services offered and charged by the Merchant at the Event(s) to the Customer(s); and (d) the Customer(s) experience at the Event(s).
s. The Merchant is in compliance with all rules and regulations prescribed by extant excise laws and that it has a valid license to sell liquor and/or alcoholic beverages at the Event(s).
t. The Merchant hereby represents and warrants that it is in compliance with the applicable GST laws and other indirect tax laws and the requirements mentioned therein.
u. The Merchant hereby represents to Zomato that it has requisite FSSAI licence and/or any other applicable licences, permissions, consents required for the services and activities that will take place at the Event(s) and Zomato shall not be liable for any non-compliance of such licences by the Merchant.
v. The Merchant will ensure that the Information provided to Zomato is current and accurate. Where the Merchant has a unilateral right to access the Zomato Dashboard to edit and update the Information which is displayed on the Zomato Platform for the Event(s), the Merchant agrees to ensure that it (i) keeps such information true, accurate and updated at all times; and (ii) complies with Zomato’s internal terms and conditions of use in this regard.
w. The Merchant agrees to procure the requisite insurance policy required for the Event(s) to cover for the risks associated with the Event(s). The insurance policy chosen shall be prior approved in writing by Zomato. The Merchant shall add Zomato as an additional insured beneficiary on the insurance policy if and wherever applicable. The Merchant warrants that the insurance policy taken would cover damages and liabilities of Zomato and Zomato is a beneficiary of the claims of the insurance policy across all types of claims. The Merchant’s liability towards Zomato for refund of the Gross Ticket(s) Value and any other amount received by the Merchant from Zomato shall remain as is whether the insurance policy has been taken by the Merchant or not.
x. The Merchant shall be responsible for making the Event(s) live for sale of Ticket(s) on Zomato Platform within twenty four (24) hours of signing of this Agreement.
y. The Merchant shall guarantee admission and fulfilment of services at the Event(s) to the Customer(s). In case of any denial of admission or discrimination in fulfilment of service by the Merchant, Zomato reserves the right to levy a penalty on the Merchant, equivalent to an amount up to five (5) times the Gross Ticket(s) Value.
z. The Merchant shall take all appropriate measures as are necessary to protect the rights granted to Zomato under these Event(s) Terms from being violated or affected by the actions of a third party. Without limitation, the Merchant shall take all actions to ensure discontinuation of such actions by or for the direct or indirect benefit of any third party at the Event(s) and shall provide good faith co-operation to Zomato in undertaking any and all actions that Zomato may determine in this regard (including, but not limited to, seeking any legal remedy available to Zomato under Applicable Laws).
aa. The Merchant acknowledges and agrees that the Event(s) once determined and made available via the Zomato Platform may be modified by the Merchant, after giving due notice to Zomato. However, the listing of the Event(s) is subject to Zomato’s approval in accordance with its guidelines. Zomato reserves the right to reject or remove the Event(s) at any time, for reasons communicated to the Merchant.
bb. In the case of the cancellation of the Ticket(s) for an Event(s) by the Customer(s) having the Zero Cancellation Fee (where applicable), the Merchant shall at all times be liable for issuance of refund of Ticket(s) Value to the Customer(s).
cc. In the case of cancellation of the Event(s), Zomato reserves the right to set off, withhold and/or deduct the amount of such refunds that may be issued by Zomato to the Customer(s) on behalf of the Merchant, against any payments that are payable by Zomato to the Merchant under any other agreement or arrangement between Zomato and the Merchant or its affiliates. For clarity, the Merchant shall at all times be liable for the issuance of refund of the Gross Ticket(s) Value to the Customer(s) in case of cancellation of Event(s) or Ticket(s).
dd. The Merchant hereby agrees and acknowledges that Zomato has no role or responsibility towards the Event(s) curated and hosted by Merchant and shall not be liable to the Merchant or the Customer(s) for any third party claim relating to the Event(s).
ee. The Merchant will be responsible for using the Zomato Platform Link where the Customer(s) have the option for buying Ticket(s) in all digital promotions carried out by Merchant or the artists/creators/influencers on behalf of the Merchant.
ff. Zomato shall determine, in its sole discretion, the placement, and positioning of the Event(s) on the Zomato Platform and reserves the right to reject or remove the Event(s) at any time, for reasons communicated to the Merchant.
gg. The content created by the Merchant while undertaking its marketing activities for the Event(s) shall not be used for any other purpose including for personal use of the Merchant and shall not be used through any other medium, other than the platforms as agreed between the Parties and shall be used in accordance with Applicable Laws and in the format and on such terms as may be agreed between the Merchant and Zomato.
hh. Zomato does not guarantee the reach or turnover or attendance of Customer(s) to the Event(s) and shall not be responsible for any loss occurred to the Merchant due to any such reasons.
ii. The Merchant shall ensure that proper training is provided to its staff, its employees and other service providers empanelled with the Merchant for the purposes of the Event(s). The Merchant shall ensure that the Merchant, its staff, employees or other service providers empanelled with the Merchant for the purposes of the Event(s) shall be aware of the Ticket(s) issued to the Customer(s) via the Zomato Platform.
jj. The Merchant shall be solely responsible for any loss, damage, or injury caused to third parties, including Customer(s), for any reason that is attributable to the Merchant or its staff, its employees and other service providers at the Event(s).
kk. The Merchant shall be responsible for procuring all the relevant licences that are required to host an Event(s) and Zomato shall not be liable to the Merchant or the Customer(s) on account of any non-compliance by the Merchant at the Event(s).
ll. Since Zomato acts only as a booking agent, it shall not be liable for any acts or omissions on part of the Merchant including deficiency in service, performance, quality of food, time taken to serve or any other experience of the Customer(s) at the Event(s).
mm. The Merchant shall at all times be responsible and liable, legally, financially or otherwise, for any risks or dangers incidental to, or in any way relating to the Event(s) including but not limited to those arising from, or relating to the acts or omissions of third parties (including other customers, Merchant, operators, Merchant’s staff, employees or agents or any other Representatives or affiliates of the Merchant), loss, theft or damage to any personal property, trauma, shock, stress, assault or personal injury sustained by a Customer(s), whether such injuries or manifestation of such injuries occur during or subsequent to the Event(s). Zomato assumes no liability and shall have no legal obligation to mitigate any Customer(s) potential or actual losses sustained during the Event(s).
3. CONTENT GUIDELINES FOR ZOMATO EVENTS
3.1 For the purpose of the Event(s), the Merchant agrees to post or transmit the Content pertaining to the Event(s) in accordance with Applicable Laws including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. Without limiting the generality of the foregoing, the Merchant agrees to not post or transmit any Content that:
i. is plagiarized; ii. contains sexually explicit, defamatory or obscene materials or any unlawful materials; iii. contains blurry or unclear photos; iv. contains content, advertisement of which is prohibited by Applicable Laws; v. which is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, discriminatory, vulgar, profane, libelous, hateful or otherwise objectionable, invasive of another's privacy, relating or encouraging money laundering or gambling;
vi. constitutes an inauthentic or knowingly erroneous review, or does not address the goods and services, atmosphere, or other attributes of the business you are reviewing;
vii. violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
viii. content which advertises for sale, any item prohibited by law, including potentially hazardous food or tobacco products;
ix. is illegal, or violates any central, state, or local law or regulation (for example, by disclosing or trading on inside information in violation of securities law);
x. asserts or implies that the Content is in any way sponsored or endorsed by Zomato;
xi. falsely states, misrepresents, or conceals your affiliation with another person or entity;
xii. removes, circumvents, disables, damages or otherwise interferes with security-related features, or features that enforce limitations on use of the Zomato Platform;
xiii. collects, accesses, or stores personal information about other customers of the services;
xiv. posted by a bot;
xv. harms minors in any way;
xvi. modifies, copies, scrapes or crawls, displays, publishes, licenses, sells, rents, leases, lends, transfers or otherwise commercialize any rights to the Zomato Platform or Zomato’s content; or
xvii. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.
3.2 The Merchant acknowledges that Zomato has no obligation, whatsoever, to monitor the access to or usage of the Zomato Platform by the Merchant or any other person for violations of this Agreement, nor Zomato is under any obligation to review or modify the Content. Notwithstanding the above, Zomato reserves the right, at its sole discretion, to undertake monitoring the access or usage of the Zomato Platform and/or reviewing or modifying the Content for the purposes of operating and improving the services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), in order to ensure that the Merchant is in compliance with the terms of this Agreement, Applicable Laws, order, judgment, or decree of any court or administrative agency or governmental authority.
3.3 The Merchant agrees to assure Zomato that the Zomato Platform shall be used for lawful purposes only and that the Merchant will not violate laws, regulations, ordinances or other such requirements of any applicable central, state or local government or international law(s).
3.4 Any Content uploaded by the Merchant, shall be subject to relevant laws of India and of the state of use and may be disabled, or and may be subject to investigation under Applicable Laws. Further, if the Merchant is found to be in non-compliance with the laws and regulations, this Agreement, or the privacy policy of the Zomato Platform, Zomato shall have the right to immediately block the Merchant’s access to usage of the Zomato Platform and Zomato shall have the right to reject, remove, or delete the non-compliant Content posted by the Merchant and shall further have the right to take appropriate recourse to such remedies as would be available to it under various statutes.
4. ZOMATO ROLES AND RESPONSIBILITIES
Zomato hereby undertakes as follows:
a. Zomato will provide Electronic Payment Mechanism to the Customer(s) to make payment towards purchasing the Ticket(s) for the Event(s). b. Zomato shall provide the Merchant access to the Zomato Dashboard where Merchant shall list the Event(s) along with the packages (if applicable) offering to the Customer(s). c. Zomato will transfer to the Merchant the Gross Ticket(s) Value collected from the Customer(s), less the Commission, applicable taxes and/or any other amounts, charges (if any) that are due to Zomato. d. Zomato will collect and deposit TCS as per provisions of Section 52 of Central Goods and Services Tax Act, 2017 from the Gross Ticket(s) Value. e. Zomato will deduct TDS u/s 194O of the Income-tax Act, 1961 at the rate applicable from time- to time, from the Gross Ticket(s) Value. f. Zomato will have the right to remove/suspend the Content pertaining to the Event(s) hosted by the Merchant from the Zomato Platform at any time at its sole discretion, with prior notice to the Merchant. g. Ticket(s)-cum-tax invoice document to be shared with the Customer(s) upon purchase of Ticket(s). Zomato shall ensure that all particulars required to be captured in such document as mutually agreed with Merchant. Zomato shall raise a tax invoice and credit notes (if any) on the Customer(s) on behalf of the Merchant.
5. COMMISSION
5.1 In consideration to the Services provided, the Merchant shall pay to Zomato, Commission at the rates set out in this Agreement. 5.2 Sale of any offline Ticket(s) at the Event(s) other than the Ticket(s) sold via Zomato Platform (i.e collection by Zomato’s third party service provider and by Merchant and/or its employees, staff etc.) shall be deducted while making the payout as a part of net settlement. It is hereby clarified that all the compliances in relation to the offline Ticket(s) sale at the Event(s) including but not limited to providing valid invoices to Customer(s), GST compliances and filing related to the same shall be the responsibility of the Merchant only. 5.3 The Parties hereby agree that from time to time, Zomato may change the Commission rates or include any additional charges/ fee, provided however, that Zomato shall communicate any such change(s) via email or any other modes of communication to the Merchant with a prior intimation of forty-five (45) days.
6. PAYMENT SETTLEMENT PROCESS
6.1 The Merchant acknowledges and agrees that any Gross Ticket(s) Value which is collected by Zomato for, and on behalf of the Merchant in accordance with this Agreement, shall be passed on by Zomato to the Merchant subject to the deduction of the below mentioned amounts by Zomato:
i. Commission including applicable GST on such Commission; ii. TDS u/s 194-O of Income-tax Act, 1961 - Zomato is required to deduct TDS u/s 194-O on all the Transactions that are settled via Zomato Platform. TDS u/s 194-O shall be applied on Gross Ticket(s) Value at the rate as applicable and amended from time to time. Zomato hereby clarifies that TDS u/s 194-O shall be deducted under the Payment Settlement Process set out in this Agreement. Zomato shall provide the proof of such deduction within the time prescribed under the tax law. In case of non-receipt of TDS Credit, Merchant shall have a right to claim such TDS amount as recoverable from Zomato; iii. TCS as per provisions of Section 52 of Central Goods and Services Tax Act, 2017 on Gross Ticket(s) Value; and/or iv. Any other amounts or charges that are due to Zomato under this Agreement.
6.2 Notwithstanding anything to the contrary contained in this Agreement, the Merchant, on behalf of itself and all its affiliates, hereby unconditionally and irrevocably authorizes Zomato to set off, withhold and deduct any amounts owed by the Merchant or its affiliates to any Zomato Group Company under any agreement, arrangement or understanding between the Zomato Group Company and the Merchant or its affiliates, from the Gross Ticket(s) Value, and apply such amounts towards the dues owed by the Merchant or its affiliates to the Zomato Group Company. Without prejudice to the other provisions of this Agreement, and solely for the purposes of this clause, the Merchant hereby agrees, acknowledges and confirms that the amounts so set off, withheld and applied in the aforesaid manner shall be deemed to form part of the Commission payable by the Merchant to Zomato under this Agreement. For purposes of the provisions of this clause), the term Zomato Group Company shall be deemed to include any of Zomato's current and former, direct and indirect, subsidiaries and/or controlled affiliates as well as any successor to Zomato or all or any material portion of the businesses and/or assets of Zomato or any successor thereto or any of its direct and indirect, subsidiaries and/or controlled affiliates.
6.3 The Parties acknowledge and agree that after the deduction of the aforementioned amount set out in clause 6.1 and 6.2, Zomato shall remit the Gross Ticket(s) Value due to the Merchant as per the Payment Settlement Day set out in this Agreement.
6.4 If the Payment Settlement Day falls on a bank holiday/or a non-business day, the payment shall be processed on the next working day.
6.5 The Merchant acknowledges and agrees that Zomato will provide the Merchant with a monthly invoice within a period of seven (7) days from the last date of the preceding month for the Commission and other amounts, charges that are due and payable by the Merchant to Zomato under this Agreement.
6.6 Invoices will be sent to the Merchant on dashboard access provided to the Merchant by Zomato. All invoices shall be issued from the registered office of Zomato in relevant State from where the services are being performed by Zomato in order to comply with the provisions of Goods and Services Tax (GST) laws applicable in India. The list of Zomato’s registered offices across India is available at https://www.zomato.com/licenses.
6.7 Notwithstanding anything to the contrary herein, the Merchant is, and will be, responsible for all taxes, payments, fees, and any other liabilities associated with the computation, payment, and collection of taxes in connection with the Ticket(s) and the Merchant’s use of the Zomato Platform. It is clarified that Zomato will not be liable for payment of any taxes that the Merchant is liable to pay in connection with the Ticket(s) which shall be provided by the Merchant to the Customer(s) in accordance with this Agreement and that the Merchant hereby undertakes to indemnify, defend and hold harmless, Zomato and each of its affiliates and (as applicable) all of their directors, officers employees, representatives and advisors against any tax liability that may arise against Zomato on account of the non-payment of taxes by the Merchant under this Agreement. The Merchant will be required to deposit relevant taxes, including TDS on the commission payable to Zomato. However, in case where Zomato withholds its Commission before remitting the settlement dues to the Merchant, Zomato shall refund the TDS to the Merchant subject to submission of the TDS certificate on a quarterly basis within time stipulated under the applicable law.
6.8 Notwithstanding the aforesaid, Zomato reserves the right to set off, withhold and/or deduct the payments that are due to Zomato under this Agreement against any payments that are payable by Zomato under any other agreement or arrangement between Zomato and the Merchant or its affiliates.
6.9 The Merchant warrants to comply with all necessary compliances arising due to organizing and conducting the Event(s). Zomato shall not be responsible for any non-compliance by the Merchant for conducting the Event(s) including obtaining necessary GST registrations, licenses etc.
6.10 The Merchant shall be responsible for generating the tax invoices (as per GST provisions) for sale of Ticket(s) to Customer(s) who purchase the Ticket(s) through the Zomato Platform for the Event(s).
6.11 The Merchant hereby agrees to provide relevant and required information to Zomato for raising tax invoices for the Commission deducted for Gross Ticket(s) Value for each Event(s) as per applicable GST laws.
7. TERM AND TERMINATION
7.1 The arrangement between the Parties shall commence from the Commencement Date and shall be valid and binding on the Parties, unless terminated in accordance with this Agreement (“Term”).
7.2 Either Party may terminate this Agreement by issuing a thirty (30) days prior written notice of termination to the other Party.
7.3 Notwithstanding anything contained herein, Zomato shall have the right at its sole discretion to forthwith terminate this Agreement or suspend the Service by stopping the display of the Event(s) on the Zomato Platform
i. in the event of a material breach by the Merchant mentioned in clause 2(h); ii. the Merchant breaches any provision of this Agreement; iii. the Merchant is in breach of any Applicable Laws; iv. upon the happening of any of the insolvency events such as bankruptcy, appointment of receiver, administrator, liquidator, winding up, or dissolution; and v. there is an occurrence of a Force Majeure Event in accordance with clause 13 (Force Majeure),
Zomato shall not return or refund any amount(s) paid by the Merchant, for any termination due to breach of the provisions of this Agreement by the Merchant. For the avoidance of doubt, it is hereby clarified that in the event of Termination of this Agreement by Zomato, the Merchant shall refund the Gross Ticket(s) Value and any other amount paid to the Merchant by Zomato within seven (7) days of such termination.
7.4 Effect of termination: The termination of this Agreement shall be without prejudice to any rights, obligations, right of action or remedy of the Parties existing at the date of termination or accruing to either Party thereafter, including the right to take action in respect of the circumstances giving rise to such termination and/or the right to seek damages.
7.5 In the event of termination of this Agreement by the Merchant prior to the expiry of the Term of this Agreement, Zomato reserves the right to set off, withhold and/or deduct the amount of such refunds that may be issued by Zomato to the Customer(s) on behalf of the Merchant, against any payments that are payable by Zomato to the Merchant under any other agreement or arrangement between Zomato and the Merchant or its affiliates. For clarity, the Merchant shall at all times be liable for the issuance of refund to the Customer(s) in such cases. For the avoidance of doubt, it is hereby clarified that in the event of Termination of this Agreement by Merchant, the Merchant shall refund the Gross Ticket(s) Value and any other amount paid to the Merchant within seven (7) days of such termination.
7.6 The Merchant hereby agrees and acknowledges that Zomato shall exercise its right to terminate this Agreement in accordance with this clause and the arrangement shall be deemed to be completed and fulfilled with the Merchant by Zomato without any liability to the Merchant under this Agreement. For the avoidance of doubt, it is hereby clarified that in the event of Termination of this Agreement by Zomato and/or Merchant, Zomato shall not be liable to pay any amount to the Merchant in any manner whatsoever.
7.7 The Merchant hereby agrees and acknowledges that in case any of the Event(s) does not take place at the scheduled Event(s) Date for any reasons whatsoever, then Zomato reserves the right to terminate this Agreement with immediate effect and be entitled to a refund of the total Gross Ticket(s) Value and any other amount paid to the Merchant within two (2) days of termination of this Agreement. If the Merchant does not refund the total Gross Ticket(s) Value and any other amount received by the Merchant from Zomato, then Zomato reserves the right to initiate any legal action against the Merchant under Applicable Laws for breach of its obligations under this Agreement.
7.8 Upon termination of this Agreement for any reason, each Party shall immediately cease use of the intellectual property of the other Party and shall destroy or return any Confidential Information of the other Party in its possession without retaining copies thereof.
8. LICENSE
8.1 The Merchant hereby grants to Zomato an unrestricted, non-exclusive, royalty-free license in respect of the Content and/or Information provided to Zomato by the Merchant for the purposes of inclusion on the Zomato Platform and as may be otherwise required under this Agreement. The license includes, but is not limited to: a) use of the Merchant’s name for online advertisements, including inter alia Google ad words, in order to promote the Event(s); and b) creation of derivative works of, or incorporate into other works, all or any portion of the marketing materials which will be made by Zomato for the purposes of its business. Any Content, in relation to the Merchant, that the Merchant transmits or submits to Zomato either through the Zomato Platform or otherwise for the purpose of promotions on the Zomato Platform may be considered as non-confidential, subject to Zomato’s obligations under relevant data protection legislation.
8.2 Zomato agrees and acknowledges that the intellectual property rights assigned by the Merchant under this clause and clause 2 (Merchant Roles and Responsibilities) of this Agreement shall continue to vest in the Merchant for perpetuity and will not lapse or revert to Zomato, for any reason whatsoever.
8.3 Each Party shall exclusively own its own intellectual property and neither Party will have any claim or right to the intellectual property of the other Party by virtue of this Agreement or the performance of any activities hereunder, except as expressly otherwise provided herein. Neither Party will take any action or make any claim to any intellectual property belonging to the other Party, whether during the term of this Agreement or thereafter, which is inconsistent with this clause.
9. CONFIDENTIALITY
9.1 In connection with this Agreement, the Parties may exchange certain confidential information. Each Party agrees that during the term of this Agreement it shall: (a) only disclose Confidential Information to those Representatives of the Party (including officers, employees, consultants, affiliates, and legal advisors) with a need to know, provided, the Receiving Party ensures that such Representatives are aware of and comply with the obligations of confidentiality prior to such disclosure; (b) not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) not reproduce Confidential Information in any form except as required to perform its obligations under this Agreement; (d) not publish, reverse engineer, decompile or disassemble any Confidential Information disclosed by the other party; (e) not directly or indirectly export or transmit any Confidential Information to any country to which such export or transmission is restricted by regulation or statute; and (f) promptly provide the other Party with notice of any actual or threatened breach of this clause.
9.2 The provisions of clause 9.1 above shall not apply to: a. disclosure of Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of a Party or any of its Representatives in violation of this Agreement; or b. disclosure, after giving prior written notice to the other Party to the extent practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, to the extent required under the rules of any stock exchange or by Applicable Laws, regulations or processes of any government authority or in connection with any judicial process regarding any legal action, suit or proceeding arising out of or relating to this Agreement.
9.3 All Confidential Information (including copies thereof) shall remain the property of the Disclosing Party and shall be returned (or, at the Disclosing Party’s option, certified as destroyed) upon written request or upon the Receiving Party’s need for it having expired and, in any event, upon expiration or termination of this Agreement. Both Parties agree that they shall within ten (10) days of written notification return or destroy all documents and tangible items in their possession, which contain any Confidential Information and, if requested, provide a certificate of destruction if such Confidential Information is destroyed.
9.4 The Merchant acknowledges that: (a) the Confidential Information disclosed by Zomato, may be construed as unpublished, price sensitive information in terms of Indian security laws including the SEBI (Prohibition of Insider Trading) Regulations, 2015, and (b) Applicable Laws prohibit any person from trading in securities that are listed or proposed to be listed when in possession of unpublished price sensitive information. The Merchant hereby agrees to abide by all such Applicable Laws while handling such information disclosed by Zomato to the Merchant.
9.5 The Merchant agrees to furnish all requisite information that Zomato is required to maintain in its structured digital database in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, including name and PAN details of the Merchant and those of the Merchant’s Representatives who have access to this Confidential Information.
10. INDEMNITY
10.1 The Merchant hereby indemnifies, defends and holds harmless Zomato, its affiliates and other officers, directors, employees, agents, successors and assigns, from and against any and all costs, losses, damages, lawsuits, deficiencies, claims and expenses (including court costs and reasonable attorney’s fees) incurred or suffered by Zomato (“Losses”) arising out of, or incidental to, or in any way relating to (i) any action or omission on the part of the Merchant or any of its officers, employees or Representatives or personnel; (ii) any violation of Applicable Laws by the Merchant, including without limitation intellectual property rights; (iii) breach of any of the obligations, representations and/or warranties set out in this Agreement by the Merchant or any of its officers, employees or Representatives or personnel; (iv) any Loss caused to Zomato due to fraud, negligence or misconduct of the Merchant or any of its officers, employees or Representatives; (v) breach of Confidential Information; (vi) the Event(s) curated and hosted by the Merchant; (vi) the services offered by the Merchant; (viii) the Content shared by the Merchant with Zomato, curated and/or hosted on the Zomato Platform; (ix) any non-compliance of a condition under any license issued by the regulatory authorities; or (x) any harm to the properties, reputation and goodwill of Zomato attributable to the acts or omissions of the Merchant or any of its officers, employees or Representatives.
10.2 Specific Release and Indemnification: Further, the Merchant acknowledges and agrees that Zomato’s involvement with the Event(s) shall be limited to the services rendered by Zomato, except as otherwise provided in this Agreement or as mutually agreed upon in writing by the Parties, and that Zomato is not liable for (i) the contents of any promotional materials, advertisements, e-mails, and/or public messages pertaining to the Event(s) that may be disseminated by it (including the Content to be used for the purpose of curating, hosting and/or promoting the Event(s) on the Zomato Platform and/or any other medium as may be mutually agreed between the Parties in writing); or (ii) the mode and manner of conduct of the Event(s) and accordingly agrees to release and discharge (to the fullest extent permitted by the Applicable Law) Zomato from any and all claims, suits, demands, damages (including, but not limited to, consequential and exemplary damages), judgments, liens, debts, attorneys’ fees, costs, actions and causes of action of every kind and nature, whether known or unknown, suspected or unsuspected in law or in equity. The Merchant hereby also agrees to indemnify, defend and hold harmless Zomato, its affiliates and other officers, directors, employees, agents, successors and assigns, from and against any and all costs, losses, damages, lawsuits, deficiencies, claims and expenses (including court costs and reasonable attorney’s fees) incurred or suffered by Zomato arising out of, or incidental to, or in any way relating thereto.
10.3 Zomato agrees to indemnify and hold the Merchant harmless (and its directors, officers, agents, Representatives and employees) from and against any and all claims, suits, liabilities, judgments, losses and damages arising out of or in connection with any claim or suit or demand on account of breach of the provisions of this Agreement by Zomato.
10.4 It is hereby clarified that any dispute or claim of the Customer(s) regarding the organization of the Event(s) shall be resolved directly by the Merchant, with the Customer(s), without any reference to Zomato, except for the purpose of processing any refund to Customer(s) who have made bookings using Zomato Platform provided that the Merchant shall have reimbursed to Zomato the relevant amount to be refunded in advance. It is further clarified that in the event any suit, claim or action is brought against Zomato in connection with the Event(s), such suit, claim or action shall be defended by the Merchant at its cost having regard to the cost and effort that the merchant would have reasonably invested as if the said suit, claim or action had been brought against it.
11. CUSTOMER(S) DATA
The Merchant agrees that the Merchant will only use the Customer(s) Data in fulfilling and in complying with the Merchant's obligations in this Agreement, and the Merchant agrees that Customer(s) Data will not be used to enhance any file or list of the Merchant or any third party. The Merchant represents, warrants, and covenants that it will not resell, broker or otherwise disclose any Customer(s) Data to any third party, in whole or in part, for any purpose whatsoever. The Merchant agrees that it will not copy or otherwise reproduce any Customer(s) Data other than for the purpose of fulfilling its obligations under this Agreement. The Merchant (and any other persons to whom the Merchant provides any Customer(s) Data) will implement and comply with reasonable security measures in protecting, handling, and securing the Customer(s) Data. If any Customer(s) Data is collected by the Merchant (or otherwise on its behalf), the Merchant shall ensure that it (and any applicable third parties) adopt, post, and process the Customer(s) Data in conformity with an appropriate and customary privacy policy. For purposes of this Agreement, the restrictions set forth herein on the Merchant's use of Customer(s) Data do not apply to: (a) data from any customer who was a customer of Merchant prior to the Merchant using the Zomato Platform, but only with respect to data that was so previously provided to the Merchant by such Customer; or (b) data supplied by a customer directly to the Merchant who becomes a customer of the Merchant and who explicitly opts in to receive communications from the Merchant for the purposes for which such Customer(s) Data will be used by Merchant; and, provided in all cases, that the Merchant handles and uses such Customer(s) Data in compliance with Applicable Laws and the Merchant's posted privacy policy.
12. LIMITATION OF LIABILITY
For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any this Agreement. Zomato does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Zomato shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. Although Zomato will use its best endeavours to ensure that the unintentional operational errors do not occur, Zomato cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Zomato’s aggregate liability under this Agreement shall not exceed the Ticket(s) Value under which the claim arose.
13. FORCE MAJEURE
13.1 For the purpose of this Agreement, “Force Majeure Event” shall mean occurrence of an act, event, omission or accident beyond the reasonable control of the Party affected due to any acts of God including natural disasters such as wildfires, earthquakes, storm, flooding, lightning strikes, lock-outs, industrial action, tsunamis, rain, fire, accident, riots, war (threatened or actual), terrorist act, epidemic, pandemic (including the COVID-19 pandemic and related restrictions), civil commotion or turmoil, breakdown of communication facilities, curfew, breakdown of web host or internet services, actions or embargoes or blockades introduced by the government or any other authority having the right to do so, national or regional emergencies, subsidence, invasion, political unrest, any governmental acts or omissions, any change in applicable laws or regulations from the applicable laws or regulations in force at the Commencement Date, the effects of which cannot reasonably have been avoided or mitigated prior to the change coming into effect, travel restrictions or advisory issued by the government, timeline restriction advisory issued by respective governments, interruption or delay of transportation services, interruption or failure of utility services, national strikes, explosion, military action, or any other similar events.
13.2 If at any time during the Term, as a result of any Force Majeure Event, if it is envisaged by either Party that they would not be able to fulfill their respective obligations under this Agreement, then the Party affected by such Force Majeure Event (“Affected Party”) shall immediately within a period of five (5) days inform the other Party in writing (emails permitted) and both the Parties shall meet and negotiate in good faith the measures that may be adopted to mitigate its effect and if possible resume performance whenever and to whatever extent possible without delay, including through the use of alternate sources, work around plans or other means. If such Force Majeure Event ceases, then the Affected Party shall notify the other Party, in writing (emails permitted) within five (5) days of cessation of the Force Majeure Event and resume the performance of its obligations under this Agreement after consultation with the other Party. In the event, the Parties are unable to reach a settlement to mitigate the effects of the Force Majeure Event within a period of ten (10) days from the date of the written notice as mentioned above, then either Party shall be entitled to terminate all or any portion of this Agreement after giving the other Party five (5) days prior written notice (emails permitted). In the event of termination of this Agreement, the Merchant will be liable to refund the total Gross Ticket(s) Value and any other amount paid to the Merchant under this Agreement back to Zomato within two (2) days of termination of this Agreement.
14. RIGHT TO AUDIT
14.1 The Merchant agrees that during the Term of this Agreement, the Merchant shall disclose to Zomato all information with regard to the the activities performed by the Merchant in relation to this Agreement and make available all records, data and information relating thereto, within 2 (two) days on receipt of written request from Zomato.
14.2 The Merchant shall permit designated employees/representatives of Zomato to enter upon the premises of the Merchant, where the records relating to the activities are kept by the Merchant for inspection of all such documents and records including but not limited to the computer system and any other related information which may be required by Zomato.
14.3 The costs of the audit shall be borne by Zomato. However, if the audit reveals substantive findings related to but not be limited to any fraud, misrepresentation, or fee not accounted for by the Merchant on account of any act or omission on the part of the Merchant, Zomato (without prejudice to any other right that may be available under law or under this Agreement) shall be entitled to claim such fee along with the cost of such audit.
15. REPRESENTATIONS AND WARRANTIES
15.1 The Merchant represents and warrants that:
a. it has requisite right, power, and authority to execute, deliver and exercise its rights and perform its obligations under this Agreement and to consummate any document(s) to be executed by it under or pursuant to or in connection with transactions contemplated by this Agreement. When executed and delivered, this Agreement will constitute legal, valid, and binding obligations of Merchant, enforceable in accordance with its respective terms
b. execution, delivery and performance by the Merchant of its respective obligations under and in compliance with this Agreement and the consummation by Merchant of the transactions contemplated in this Agreement (i) does not violate any Applicable Laws, (ii) does not violate or conflict with any provision of the constitutional documents, including the memorandum and articles of association of Merchant and (iii) does not result in breach of, or constitute a default under, any instrument or agreement to which it is a party or by which its assets are bound.
c. entering into and performance of the obligations contemplated by this Agreement does not and will not conflict with any law or regulation applicable to the Merchant or any guidelines, rules, regulations including any judicial, official, governmental and/or statutory and/or regulatory orders and/or judgments whether interim, final or otherwise or with any other contract to which the Merchant is a party.
d. it has obtained all necessary licenses, consents, approvals etc. required to perform its obligations under this Agreement and shall not cause Zomato to be in violation of any Applicable Laws and regulations.
e. it has adequate staff and resources with the necessary skills and qualifications to fulfill the obligations under this Agreement.
f. it or its staff while performing the obligations will not represent at any time that they are Zomato employees.
g. it or its staff while performing the obligations will not make any representation on behalf of Zomato except as approved by Zomato in writing.
h. it or its staff shall comply with the applicable data protection laws and shall be solely liable to the fullest extent permitted by Applicable Laws for any use/misuse of any data accessed, collected, processed and/or archived either by itself or by a third party pursuant to the Merchant performance of its obligations under this Agreement.
15.2 Zomato does not warrant that the Zomato Platform will be available on an uninterrupted or error-free basis, or that it shall be accessible by the Customer(s) for any specified periods of time (number of days in week/month/year). The Merchant acknowledges that the Zomato Platform may have interruptions on account of maintenance, technical outages, or similar constraints not within the control of Zomato. If errors occur, Zomato will use its best endeavors to resolve the same. Nevertheless, Zomato shall not be liable for any claims or damages, whatsoever, in relation to such interruptions or unintentional errors at the Zomato Platform.
16. ANTI-BRIBERY
16.1 The Merchant is bound to follow certain standards in conducting its business and prohibits the paying of bribes to anyone for any reason, whether in dealings with the government or the private sector or any statutory body. The Merchant shall not violate or knowingly permit anyone to violate the code’s prohibition on bribery or any applicable anti-corruption laws in performing under this Agreement. Zomato shall have the right to immediately terminate or suspend performance under this Agreement if the Merchant breaches this clause. The Merchant shall maintain true, accurate and complete books and records concerning any payments made to another party by the Merchant under this Agreement, including on behalf of Zomato. Zomato and its designated Representative shall have the right to inspect the Merchant’s books and records to verify such payments and for compliance with this clause.
16.2 The Merchant covenants and undertakes that it shall not make, authorize or tolerate to be made, in the performance of this Agreement, any payment, loans or gifts, or promises or offers of payments, loans, gift, of any money or anything of value, directly or indirectly, to or for the use or benefit of any employee of Zomato or of its agent, affiliate or associate etc.
16.3 Zomato will have the right to forthwith terminate this Agreement due to breach of this clause by the Merchant. In the event of such termination, the Merchant shall be liable to refund any amount paid to the Merchant within two (2) days of termination of this Agreement. The above mentioned right of termination is without prejudice and in addition to any other right and/or remedy that Zomato may have under the Applicable Laws.
17. GENERAL
17.1 This Agreement together constitute a legally binding contract between the Parties. Except as expressly set out herein, the Parties hereby agree that this Agreement supersedes and replaces any and all previous agreements/forms between the Parties for Zomato Events.
17.2 This Agreement shall not be assigned by the Merchant 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 any of its rights or obligations under this Agreement for any reason to any person. Subject to the foregoing, this Agreement shall bind and inure to the benefit of each party’s successors and permitted assigns.
17.3 This Agreement will be governed by and construed in accordance with the laws of India. The Parties agree that the courts at New Delhi shall have the exclusive jurisdiction to preside over any dispute arising out of or in connection with this Agreement.
17.4 All notices, demands or consents required or permitted under this Agreement shall be provided (i) by email 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 communications between the Merchant and Zomato may employ electronic means, such as email or notifications provided by Zomato to the Merchant. The Merchant 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.
17.5 If any provision in this Agreement is or becomes illegal, invalid or unenforceable in any respect under Applicable Laws, 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.
17.6 The Merchant 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 this Agreement to any purchaser of the business of Zomato or its assets if that outcome occurs.
17.7 By signing this Agreement, the Merchant acknowledges and agrees to be bound by Zomato’s privacy policy (https://www.zomato.com/privacy). Merchant will immediately notify Zomato if it becomes aware of or suspects any unauthorised use or access to the user data or any other Confidential Information of Zomato, and shall cooperate with Zomato in investigation of such breach and the mitigation of any damage.
17.8 Zomato reserves the right to modify this Agreement after prior notice and without liability to the Merchant. Any such changes will be effective immediately upon the changes being reflected on this Agreement. In the event, Zomato modifies the Services or Event Terms and the Merchant does not wish to avail the Services, the Merchant reserves the right to terminate this Agreement in accordance with the provisions of this Agreement.
17.9 Zomato reserves the right to discontinue the Zomato Events program at its own discretion at any time, by providing a seven (7) days notice without any liability to the Merchant.
17.10 The relationship of Zomato and the Merchant is one of independent contractors, and nothing contained in this Agreement 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 Merchant to create or assume any obligation on behalf of Zomato for any purpose whatsoever. All financial obligations associated with Merchant’s business are the sole responsibility of the Merchant.
17.11 The failure of either Party at any time to demand strict performance by the other of any of the undertakings, obligations, terms or conditions in this Agreement shall not be construed as a continuing waiver or relinquishment thereof and each Party may, at any time, demand strict and complete performance by the other of the said undertakings, obligations, terms and conditions.
17.12 Each Party undertakes that it shall at the request of the other Party execute all further documents and take all steps required to be taken in connection with their respective rights and obligations under this Agreement which may be necessary in order to give effect to the Event Terms of this Agreement and to effectively carry on the full intent and meaning of this Agreement and to complete the transactions contemplated hereunder.
17.13 Except as provided in clause 10 (Indemnity), this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
17.14 Each of the rights of the Parties are independent, cumulative and without prejudice and subject to all other rights available to them, and the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of the Party, whether under this Agreement or otherwise. Provided that, where different rights are created as a result of or on account of a single cause of action, where a Party has achieved complete remedy by pursuing one course of action, such Party shall not be entitled to pursue other causes of action to seek further remedies for the same cause of action.
17.15 Each Party acknowledges and agrees that the breach of this Agreement would cause irreparable damage to the other Parties hereto and that in such instance such Party shall not have an adequate remedy at law including without limitation, right to seek an injunction, restraining order, right for recovery, specific performance or other equitable relief to restrain any breach or enforce the performance of the covenants, warranties and obligations contained in this Agreement. Therefore, the obligations of each Party under this Agreement shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement, at law or in equity, including without limitation a right for damages, or otherwise.
17.16 Except as otherwise provided in this Agreement, each Party hereto shall bear its own expenses relating to this Agreement and the performance thereof.