TERMS AND CONDITIONS FOR FOOD HYGIENE RATING SERVICES (“TERMS”)

These Terms for Food Hygiene Ratings Services constitute a legally binding agreement made between
you, whether personally or on behalf of an entity (the “Merchant”) and Zomato Media Private Limited
and its affiliates (collectively, “Zomato”). The Merchant, hereby unequivocally agrees and accepts the
following Terms:

1. Subscription and Service:

By signing up for the Services, the Merchant and/or the specific restaurants operated by the Merchant
shall be able to receive Food Hygiene Rating Services (“Services”) via third party engaged by
Zomato (hereinafter “Auditor”) to conduct Hygiene Audit (hereinafter “Audit”) at the Merchant’s
Restaurant (“Restaurant”). Upon the receipt of the Merchant’s request for the Service, the Merchant
agrees to the unannounced Hygiene Audit with respect to its Restaurant by the Auditor. Such Audit
shall be in accordance with these Terms and FAQ's available at https://www.zomato.com/hygiene/,
which may be amended by Zomato from time to time. The Merchant understands and agrees that the
Auditor shall enter the designated Restaurant of the Merchant unannounced to conduct the Audit on
any working day during the business hours. The Audit shall however not be conducted on any public
holiday or when the designated Restaurant is closed or when a prior written intimation has been
provided to Zomato in this regard.

2. Right to access:

Merchant hereby agrees and grants the Auditor the right to access the areas of the designated
Restaurant, which includes without limitation, kitchen area, preparation area, assembly area, storage
area for equipments, utensils, crockery and food material or other materials, eating area, washroom
area, and all other areas within the Restaurant premises to make observations related to regular
hygiene practices and other ancillary practices to ensure that conducive practices for maintaining
hygiene and cleanliness are undertaken by the Merchant at its designated Restaurant.

3. Merchant Obligations and Undertakings:

a. The Merchant shall extend its full cooperation and unhindered support to the Auditor while
conducting the Audit at the Restaurant.

b. The Merchant shall not directly or indirectly contact or attempt to contact the Auditor before or
after availing the Service.

c. The Merchant understands that for the purpose and basic essence of the Audit, it shall not, in any
manner whatsoever, obstruct, prevent, influence, or engage in a physical or verbal spat or create
any confrontation with the Auditor or do or cause to do any such act, which hinders the Auditor in
performing the Audit. In the event if the Auditor reports any such observation, the Audit of the
designated Restaurant of the Merchant shall be treated null and void and the Fee paid by the
Merchant shall stand forfeited. Further, notwithstanding the above, the designated Restaurant of
the Merchant shall be barred from future Audits, which will be resumed only at the sole discretion
of Zomato.
4. Fees and Payments:

a. In consideration of the Service, the Merchant shall pay Zomato a one-time non-refundable fee in
advance (“Fee”). The Fee charged shall be subject to all applicable taxes. The Merchant shall be
liable to pay all applicable taxes payments, fees, and any other liabilities arising under and/ or
pursuant to signing up for the Service. The Merchant 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 Merchant is required to pay under the applicable laws.

b. Upon payment of the Fee, an invoice shall be provided to the Merchant sent via electronic mail to the
designated email address of the Merchant.

c. In case where Merchant is withholding any taxes under any applicable laws, the Merchant shall be
obligated to provide Zomato with a copy of proof of such deduction within sixty (60) days
following the last date of the quarter for which such deductions are made.

d. The invoice shall be issued from the respective state registered office of Zomato from where the
Services are being performed by Zomato in order to comply with the provisions of Goods &
Services Tax (GST) laws applicable in India. The list of respective state registered offices of
Zomato across India is herein below:

Name of the
State Registered Office Address
State/UT

Chandigarh SCO-201, Second Floor, Sector 7C, Inner Market, Chandigarh – 160019

Delhi GF-12A, 94 Meghdoot, Nehru Place, New Delhi -110019

Gujarat A-301/302, Krishna Complex, Block – A, Above Hyderabadi Biryani Restaurant, Bodakdev, Ahmedabad, - 380054

Haryana* 22nd Floor, One Horizon Center, Golf Course Road, DLF Phase - 5, Sector - 43, Gurgaon

Karnataka #166, Ground and First Floor, 19th Main, HSR Layout, Sector – 4, Bangalore – 560102

Madhya Pradesh Flat 202, Royal Platinum Building, Near BCM Heights, Vijaynagar, Indore – 452010

Maharashtra Poddar Chambers, Mathuradas Mill Compund, Lower Parel W, Mumbai, Maharashtra, 400013
 Name of the
State Registered Office Address
State/UT

Rajasthan S-3, Second Floor, 11, Mission Compound, Near Ajmer Road Flyover, C-Scheme, Jaipur – 302006 (Raj.)

Tamil Nadu Bearing Door No. 2/41, Mc. Nichols Road, 2nd Lane, Chetpet, Chennai – 600031

Uttar Pradesh Unit No-116, Tower-A, Corenthum, Sector - 62 Noida 201309s

West Bengal Ray’s IT Park, 9th Floor EN-9, Sector – 5, Salt Lake, Kolkata - 700091

Kerala 7th Floor, Alapatt Heritage Building, MG Road, Kochi - 682035

Telangana Plot No. 34B, Huda Heights, Near Lotus Pond, Banjara Hills, Hyderabad - 500034

*Corporate office address for the purpose of centralized billing.

5. Hygiene Ratings:

a. The Merchant understands that the Hygiene Ratings of its designated Restaurant will only be
displayed on the portal of Zomato subject to completion of the Audit to the satisfaction of
Zomato and as per these Terms. In the event of any dispute between the parties with regard to
the Hygiene Ratings, decision of Zomato shall be final and binding. For the purposes of clarity,
the term ‘Food Hygiene Rating’ shall mean the ratings given by the Auditor on the scale of 1-5
on the basis of the Audit performed on the Restaurant.

b. The Merchant understands that, though the Hygiene Audit will be conducted in a professional
manner, however the Hygiene Ratings given by Zomato Platform (as defined in Clause 8) is
only for the general knowledge of the public at large and can under no circumstances be
understood or taken as the conclusive proof of the Hygiene standards or practices being adopted
by the Merchant.

c. The Merchant understands that in the event any dispute is raised by any customer due to the
Hygiene Ratings displayed on the portal of Zomato with respect to the designated Restaurant of
the Merchant, the same shall not be attributable to or regarded as being caused by Zomato and
the Merchant undertakes to keep Zomato absolved and indemnified from any third-party claims
at all times and in all respects.

d. The Hygiene Ratings of the Merchant shall remain displayed on the Zomato Platform and may
be displayed by the Merchant on its Restaurant premises and/ or its digital platforms, only
through the collaterals or materials provided by Zomato, as per the validity period stated in the
Audit Report issued to the Merchant.
 e. The Merchant shall be responsible and ensure that the Hygiene Ratings stickers, collaterals or
materials are correctly displayed as per the guidelines and instructions provided by Zomato.

6. Representation and Warranties:

a. The Merchant understands that it has understood these Terms for the execution of the Service
and agrees to abide by the same without any dispute, objection, or demur.

b. By signing up, the Merchant represents and warrants that: (i) it is of legal age to form a binding
contract; (ii) it is an authorized representative of the Merchant or other entity with the authority
to bind such party to these Terms, and (iii) all information provided by the Merchant is true.

c. During the subsistence of these Terms, the parties hereby represent and warrant that each party
has all authority, licenses, permits, consents and legal documentation necessary to enter into and
perform its obligations hereunder, and will fully comply with all applicable laws, and
regulations (including without limit those regarding the environment, labor and employment,
data privacy).

7. Reschedule and Refund:

Merchant understands that upon signing up for the Services, the amount paid by the Merchant shall
not be refunded or adjusted under any circumstances. However, the Audit can be rescheduled in the
event of any exigency on the part of the Merchant only if such exigency has been informed to Zomato
in writing by giving at least fifteen (15) days in advance.

8. Intellectual Property Rights:

a. The Audit Report and the data received by Zomato, pursuant to the Audit, shall at all times remain
the property of Zomato. All ownership rights and intellectual property rights in the Audit Report,
collaterals and other material created under these Terms shall vest solely with Zomato.

b. Zomato hereby grants to the Merchant an exclusive license limited to the validity period of the
Audit Report to display the Hygiene Ratings at the restaurant premises and/or digital platform of
the Merchant in the manner as set out in these Terms. Any disclosure or use of the findings of the
Audit Report in any manner whatsoever by the Merchant shall be with the prior written approval
of Zomato.

c. Zomato is, and will remain, the owner of Zomato website, application for mobile and any other
device (“Zomato Platform”), Service and any information collected from Merchant during the
Merchant’s use of Zomato Platform or otherwise, and all patents, copyrights, trademarks, service
marks, trade secrets and other proprietary intellectual property, whether registered, unregi stered,
associated with the Zomato Platform and Service, and except as expressly provided in these
Terms, no right, title or interest therein or thereto will be transferred to the Merchant hereunder.

9. Termination:
 a. Zomato may terminate the arrangement contemplated in these Terms by giving the other party a
prior written notice of seven (07) days.

b. Zomato reserves the right to forthwith terminate these Terms and suspend the Service in the event
the Merchant breaches any of the Terms set out herein or is in breach of any applicable laws.

c. Zomato shall not return or refund any Fee already paid by the Merchant for any termination due to
breach of the Terms by the Merchant.

10. Indemnity:

Merchant shall indemnify, defend, and hold harmless Zomato and its affiliates from and against any
losses, claims, damages, liabilities, actions, penalties, fines, cost and expenditures including attorneys’
fees arising out of, (a) any action or omissions or breach of any provisions of these Terms by the
Merchant; and/or (b) due to willful acts or omissions or carelessness or negligence of employee(s) of
the Merchant; and/or (d) breach of any applicable laws by the Merchant; and/or (e) infringement of
any intellectual property right of the Indemnified Party or any third Party.

11. Limitation of Liability:

a. Neither party shall be liable to the other party for any indirect, incidental, special or consequential
damages (including without limit any damages for lost profits) incurred by either party or any
third party, whether in an action in contract or tort, even if the other party has been advised of the
possibility of such damages.

b. Notwithstanding anything otherwise set out herein, in no event will Zomato and its affiliates and
subsidiaries’ total liability to Merchant for all damages, losses, and causes of action arising out of
or relating to these terms (whether in contract or tort, including negligence, warranty,
indemnification or otherwise) exceed the amount of INR 500/-.

12. Confidential Information:

Any confidential or proprietary information of either party, whether of a technical, business or other
nature, including, but not limited to User Information belonging to Zomato, trade secrets, know -how,
technology and information relating to customers, business plans, promotional and marketing
activities, finances and other business affairs, including but not limited to these Terms (collectively,
“Confidential Information”) disclosed to the receiving party by the disclosing party, including
Confidential Information disclosed before the date of sign up, will be treated by the receiving party as
confidential and proprietary. These Terms shall be considered Zomato’s Confidential Information.
Unless specifically authorized by the disclosing party, the receiving party will: (a) not use such
Confidential Information except as authorized by the disclosing party; (b) not disclose such
Confidential Information to any third party; and (c) otherwise protect such Confidential Information
from unauthorized use and disclosure to the same extent that it protects its own Confidential
Information of a similar nature. This Clause will not apply to any information that: (i) was already
known to the receiving party, other than under an obligation of confidentiality, at the time of
disclosure by the disclosing party; (ii) was generally available to the public or otherwise part of the
public domain at the time of its disclosure to the receiving party; (iii) became generally available to
the public or otherwise part of the public domain after its disclosure and other than through any act or
 omission of the receiving party in breach of these Terms; (iv) was disclosed to the receiving party,
other than under an obligation of confidentiality, by a third party who had no obligation to the other
party not to disclose such information to others; or (v) was developed independently by the receiving
party without any use of Confidential Information.

13. Publicity and Zomato Name:

Zomato and its affiliates may use the name and logo(s) of the Merchant in a press release or
advertising materials. Merchant shall not use the name or any logo or trademark of Zomato without
Zomato’s prior written consent. The Merchant may market and promote its business or operation
through use of the Zomato name or logo using advertising that has been reviewed and approved in
writing in advance by Zomato and in compliance with Zomato’s trademark usage guidelines. However,
the Merchant shall not advertise any connection with Zomato, nor use Zomato’s name, symbols, or
other identifying marks or property nor make any representation, either express or implied, as to
Zomato's promotion or endorsement of the Merchant or the Merchant's business, without prior written
approval by Zomato. In any event, the Merchant agrees that it will not include the Zomato logo in any
advertisement, or in close proximity to any advertisement, for any illegal products or services.

14. Notices:

All notices, demands or consents required or permitted under these Terms shall be provided (i) by
email, provided an authorized representative of the other party confirms receipt of the respective
notice, demand or consent, 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 on the Merchant’s Site. 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.

15. Force Majeure:

Except for the Merchant’s obligation to pay Zomato all amounts due and payable by the Merchant
under these Terms, neither party will be liable to the other party for any failure or delay in
performance caused by reasons beyond its reasonable control, including but not limited to acts of
God, epidemics, earthquakes, strikes, civil disturbances, or similar causes.

16. Governing Law and Dispute Resolution:

These Terms shall be governed by the Laws of India, for the time being in force and the courts of
New Delhi shall have the exclusive jurisdiction to preside over matters arising hereunder. Parties
shall first endeavour to resolve their disputes amicably within fifteen (15) days from the date on
which the dispute was first notified. Failing which, the dispute shall be referred to the courts.

17. General:

a. Assignment: These Terms shall not be assigned by the Merchant without the prior written consent
of Zomato. Notwithstanding anything contained in this clause, the Merchant may transfer its rights
 and obligations under these Terms to a successor in connection with a merger, consolidation
reorganization, reincorporation, or sale of all or substantially all of the Merchant’s busi ness as set out
in and related to these Terms, provided that such successor agrees in writing to assume and be bound
by all the provisions of the Terms. Any purported transfer, assignment, or delegation without such
prior written consent shall be null and void. Zomato may assign or transfer these Terms for any
reason to any person. Subject to the foregoing, these Terms shall bind and inure to the benefit of each
party’s successors and permitted assigns.

b. Entire Agreement: These Terms together with the Process Form (including all exhibits,
amendments, attachments which are hereby incorporated herein by reference, and other documents
incorporated by reference) contains the entire agreement between the parties related to this subject
matter. These Terms supersede any prior or contemporaneous agreements or understandings between
the parties hereto.

c. 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 that most nearly affects the parties’ intent in relation to t he
provision that has been held to be illegal, invalid or unenforceable.

d. Change of Control: 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 these
Terms to any purchaser of the business of Zomato or its assets if that outcome occurs.

18. Acceptance to Zomato’s Privacy Policy:

By signing these Terms, the Merchant acknowledges and agrees to be bound by Zomato’s privacy
policy (www.zomato.com/privacy). Merchant 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.

19. Modification:

a. 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 from the date of change on the Zomato
Platform (iii) not apply to any disputes arising prior to the effective date of such change. The
Merchant 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.

b. Further, in the event Zomato upgrades, modifies or replaces the Services (“Service
Modifications”) offered to the Merchant, Zomato will notify the Merchant prior to making the
same and give the Merchant 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 Merchant
continues to use the Service or any alternate service offered by Zomato, following any notice of
the Service Modifications, it shall constitute the Merchant’s acceptance of such Service
Modifications.