Restaurant Terms & Conditions

These supplemental Terms and Conditions ("Terms") read together with the Order Form (defined below) shall govern the usage of the mobile application and website operating under the brand name "Ownly", (collectively referred to as the "Platform") owned and operated by CTRLX Technologies Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at 3rd Floor, Sai Prithvi Arcade, Megha Hills, Sri Rama Colony, Madhapur Hyderabad, Telangana state 500081, India ("Company" "we", or "us") . The Terms apply to all Restaurant Partners/You who have signed the Order Form and are active as of the Effective Date defined within the Order Form.

Order Form shall mean the underlying agreement executed between the Restaurant Partner and the Company.

The Company and the Restaurant Partners are hereinafter referred to individually as "Party" and collectively as "Parties".

a) We operate as an e-commerce marketplace platform in the brand name and style "Ownly", through our Platform which enables a seamless digital environment that facilitates transactions between the end customers ("Consumers") and Restaurant Partners dealing in selling of food and beverages and related products ("Products"). The Consumers who visit the Platform, place orders ("Orders") from a variety of Products made available for sale by various Restaurant Partners, like you, on the Platform.

a) You acknowledge that you have read, understood, and agreed to be bound by these Terms (including but not limited to our Privacy Policy being incorporated by reference herein) and as such, creating legally binding arrangements. If you do not agree with any part of these Terms, you must not access or use the Platform. Your use of the Platform is at your own risk.

b) These Terms along with the Order Form signed between the Parties shall constitute the entire agreement between the Parties in relation to the Platform. In the event of any inconsistency between the Order Form and these Terms, the Order Form shall prevail. Any Capitalized terms used but not defined herein shall have the meaning assigned to them under the Order Form.

c) You agree and acknowledge that no agency, joint venture, or employment relationship or that of an representative or an assessee, is created under the Order Form and/or these Terms, or for the purposes of the Income Tax Act, 1961.

a) Restaurant Partner hereby appoints the Company as Restaurant Partner's limited payment collection agent (the relationship between the Restaurant Partner and the Company being on a principal to principal basis) solely for the purpose of: (i) accepting payment of the Orders ("Order Value"), via the payment processing functionality facilitated on the Platform; (ii) transferring to Restaurant Partner the Order Value less the retained commission (as applicable), delivery charges, any other fees or charges as detailed in the Order Form, applicable taxes and any refunds given to the Consumers on behalf of Restaurant Partner ("Order Revenue"); (iii) transferring the delivery charges to third parties or directly to the Delivery Partners (as defined hereinafter), on behalf of the Restaurant Partner (as per the instructions of the Restaurant Partner). Further, the Restaurant Partner authorizes the Company to undertake necessary withholding tax compliances as applicable under the Income Tax Act, 1961, with regard to the collection and subsequent payment of the Order Value or such equivalent sums (whether or not collected through the Company). The Restaurant Partner agrees to provide necessary documents to facilitate such withholding tax under the Income Tax Act, 1961. Any such taxes withheld will be duly credited to the against the PAN card of the Restaurant Partner, providing during the onboarding process, in accordance with the provisions of the Income Tax Act, 1961;

b) Restaurant Partner agrees that payment collected by the Company on Restaurant Partner's behalf will be considered the same as payment made directly to Restaurant Partner;

c) Restaurant Partner further authorizes the Company to collect tips (if any) that are paid on the Platform voluntarily by Consumers to Delivery Partners or Restaurant Partner's delivery personnel acting on behalf of Restaurant Partner ("RP Delivery Partners"). For the RP Delivery Partners, the Company shall remit the full value of any tips to the Restaurant Partner. It is the sole responsibility of Restaurant Partner to make sure that any applicable tips are properly transferred to the RP Delivery Partners.

d) As determined by the Company in its sole discretion (acting reasonably), the Company reserves the right to temporarily or permanently cancel or suspend a payment to Restaurant Partner. The foregoing exceptional circumstances shall include, but not be limited to, any legal or regulatory risk or potential breach of applicable laws associated with the transfer of such payment to Restaurant Partner, the actual or expected initiation of insolvency or bankruptcy proceedings against Restaurant Partner any failure by Restaurant Partner to provide the onboarding documents in accordance with the Order Form and/or complaint by the Consumer regarding quality of Products delivered or non-delivery of any Products, which shall entail refund of such payments to the Consumers.

e) The Company may engage any of its affiliates to perform the activity of limited payment collection agent on its behalf.

a) By accessing or using the Platform, you shall: (i) maintain hygiene and safety standards as per applicable laws; (ii) use proper food packaging suitable for delivery; (iii) prepare and dispatch Orders within the stipulated prep time. Additionally, if operating a delivery-only or cloud kitchen, you confirm that the premises are licensed and compliant with local food safety and municipal regulations.

b) You will prepare, handle and store all Orders in accordance with applicable laws, which shall include, without limitation, all laws, rules and regulations governing time or temperature controls required for food hygiene and safety. The Company, at its sole discretion, reserves the right to remove from the Platform any Product for sale by Restaurant Partner deemed unsuitable for sale on the Platform.

c) We may make certain recommendations wrt marketing campaigns on the Platform and the Parties may mutually agree on providing discounts based on analytics, however, Restaurant Partner is not bound to follow such recommendations. In the event a discount is offered to the Consumers by the Company through the Platform, the Company shall be solely liable to fund such discounts and transfer the original Order Value to the Restaurant Partner, subject to necessary withholding of taxes. It is hereby clarified that wherever the Company is withholding taxes, necessary credits will be passed on to the Restaurant Partner, against the PAN card of the Restaurant Partner, providing during the onboarding process. Necessary taxes will be discharged to the relevant authorities against the full Order Value, by the Company or the Restaurant Partner, as the case may be.

d) We reserve the right to introduce, withdraw or modify any feature and attach necessary conditions thereto on our Platform as we may deem fit from time to time.

e) You shall keep the information pertaining to the Products up-to-date, including but not limited to any quality, portion, size, ingredient, allergen, origin or nutritional information and shall inform us promptly in the event of any change in Product information.

f) The Company will make available, along with the Platform, certain ancillary services, including but not limited to, delivery services, payment processing, marketing, operational and other support. You may opt-in for paid promotions, visibility boosts, or sponsored placements on the Platform. We also enable transactions between third-party delivery partners ("Delivery Partner") and the Consumers for delivery of Orders at select localities of serviceable cities across India ("Platform Services"). That said, we are not responsible for any non-performance or unsatisfactory services or damages or delays, thefts or misconduct by Delivery Partners. With respect to the Restaurant Partners providing their own delivery services, the liability arising out of such deliveries shall be that of respective Restaurant Partners and/or RP Delivery Partners, and we shall not be liable for the same.

g) Restaurant Partner will ensure that Orders are appropriately packaged in order to mitigate the risk of damage during transit.

h) You shall adopt best industry practices and ensure that your personnel/ staff behaves in a courteous manner with the Delivery Partners and the Consumers.

i) We may charge certain ancillary charges, you shall solely be responsible to take note of any updates to the charges.

j) The Restaurant Partner acknowledges that all Platform Services offered by us on the Platform are non-exclusive in nature.

k) You shall be responsible for maintaining confidentiality of your login ID and password details and all activities that occur with the use of your login and password details. Your registration with us (on the Platform) as a Restaurant Partner is exclusively for your use only.

l) The Restaurant Partner is responsible for providing appropriate cutlery and serving materials for each Product, ensuring compliance with applicable hygiene and safety standards.

m) The Company may use food images provided by the Restaurant Partner or generated by the Company. However, the Company does not guarantee the accuracy of these images and shall not be held liable for any discrepancies between the images and the actual Products. The Restaurant Partner acknowledges that the menu displayed on the Platform may differ from the original menu card of such Restaurant Partner. The Company reserves the right to arrange and display the Products in a manner that it deems appropriate for the Platform.

n) The Company has the right to tag certain Products as 'best-sellers' or 'most added to cart', based on Consumer response and engagement metrics.

o) You shall not provide any information or content, which is untrue, inaccurate, not updated, or incomplete or for which we have reasonable grounds to suspect that such information is untrue, inaccurate, not updated, incomplete.

p) Restaurant Partner shall be granted access to Restaurant Partner interface for desktop/ handheld devices. Restaurant Partner shall ensure it has a functional electronic tablet / mobile phones / desktops with the Platform App installed and up to date at all times to, inter alia: (i) manage real time status of inventories and updating outlet operation time; (ii) receive and confirm Orders and provide estimates of delivery times; (iii) reject the Orders; (iv) update menus.

q) Restaurant Partner hereby agrees that in case it declines any Order through the Platform, it shall not reach out to the Consumer offline with the intention to circumvent the process.

r) Restaurant Partner acknowledges and agrees that, solely for the purposes of applicable laws, including but not limited to GST, once it has accepted a request for an Order, the Platform may provide certain information about Restaurant Partner to the Consumer, including Restaurant Partner's name and contact number and Delivery Partner/ RP Delivery Partner relevant details.

s) As between Restaurant Partner and the Company, the Company will retain sole and absolute control over the Platform (and all elements of the user experience and user interface relating to the Platform), including, without limitation, with respect to: (i) the personalisation of the Platform for Consumers; (ii) the prioritisation and display of options available to Consumers; (iii) the search functionality and results provided to Consumers; (iv) adding, removing or otherwise modifying any feature or functionality made available through the Platform to optimize reliability or efficiency on the Platform.

Restaurant Partner will not, and will not allow any third party to: (i) use the Platform or any other transactional, operational, performance or other data or information that is related to the sale of the products/ Orders to compete with the Company, its affiliates or any other services being offered by the Company; (ii) reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the Platform; or (iii) provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, the Platform (except as otherwise authorized by the Company).

a) Restaurant Partner is the 'seller' of all Products. Restaurant Partner is responsible for determining and setting the original listed price, prior to any discounts or promotions, for each Product to be made available for sale via the Platform ("Order Price").

b) The Restaurant Partner shall be solely responsible for determining and computing the total GST applicable to the Products listed on the Platform. Notwithstanding the foregoing, it is hereby clarified that only in respect of 'cooked/ prepared foods', where the Restaurant Partner is not located at a specified premise as per the GST law, and the Restaurant Partner has adopted a position to treat the same as a restaurant service, the Company shall only be responsible for discharging the applicable GST to the relevant government authorities u/s 9(5) of the Central Goods & Services Tax Act, 2017. In such cases, the Company shall deduct the corresponding GST amount from the Order Revenue payable to the Restaurant Partner. However, with respect to other cases: (i) the Restaurant Partner qualifies as specified premise as per GST law, or (ii) sale of confectionery items (such as sweets, ice creams, cakes, bakery items, etc) not involving any cooking/ preparation at the restaurant, the Restaurant Partner shall be solely responsible for discharging the applicable GST to the relevant government authorities and ensuring full compliance with all applicable tax laws and regulations, including but not limited to issuance of valid tax invoice to the Consumers. Further, in such cases, the Company shall also collect tax at source on the pre-GST Order Value as per Section 52 of the CGST Act, at the prescribed rate, at the time of disbursing payment to the Restaurant Partner.

c) In case where the Restaurant Partner is not registered under GST, on account of being below the threshold limit, and is effecting supply of packed food items, ice-creams, bakery products, chocolates etc. , then it will be Restaurant Partner's responsibility to comply with GST law and share the Enrolment Number (generated by the Restaurant Partner from GSTN portal) with the Company.

d) The Restaurant Partner shall be responsible to convey the tax position adopted for the supplies listed at the Platform along with the applicable GST rates, and the Company shall not be responsible in any manner to determine the correctness of the tax position of the Restaurant Partner, as the same is dependent on fact pattern of the Restaurant Partner. The Restaurant Partner shall furnish suitable declaration in this regard to the Company at the time of onboarding as well as in cases where there is any change in the tax position or status of the Restaurant Partner as per previous declaration, or due to addition of any new items on the Platform.

e) You shall be responsible for refund to the Consumers for any pre-packaged products sold above maximum retail price. The surplus amount maybe adjusted from the future settlements by the Company with the Restaurant Partner.

f) The Restaurant Partner is solely responsible for maintaining and updating their menu on the Platform, ensuring that all items, descriptions, prices, and images are accurate, current, and complete.

g) The Restaurant Partner shall use only accurate and unaltered images that faithfully represent the Products. The Platform shall not be held liable for any Consumer or third party complaints arising from discrepancies between displayed images and actual Products.

h) The Restaurant Partner must categorize menu items appropriately, including but not limited to: vegetarian, non-vegetarian, vegan, halal, organic, gluten-free, and any other relevant classifications.

a) You may make available from time to time, certain promotional offers to the Consumers ("RP Promotional Offer"), and be solely responsible for defining each such RP Promotional Offer, such as the start date, end date budget etc. Each such RP Promotional Offer will be subject to Company's prior approval. You hereby agree that you will honour and fulfil the terms of RP Promotional Offer. You further represent and warrant that you will run all RP Promotional Offers in accordance with all applicable laws which apply to the such RP Promotional Offers.

b) For free or reduced delivery charge offers offered by you, you will be solely responsible for the reduction to the amount with respect to the delivery charge.

c) The Company reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the RP Promotional Offer or the ability for Restaurant Partner to provide RP Promotional Offer. Restaurant Partner agrees that the Company shall not be liable to Restaurant Partner (or to any third party) for the RP Promotional Offer, including for any modification, suspension or discontinuance of the RP Promotional Offer or providing Restaurant Partner with the ability to provide RP Promotional Offers.

a) We shall not be held responsible or liable for any interactions and/or transactions with minors or with persons acting under false pretences. The Restaurant Partner acknowledges and agrees that it shall be solely responsible for ensuring compliance with all applicable laws and for verifying the credentials and eligibility of any person engaging in transactions.

b) We are merely acting as online marketplace. We shall not hold any title or interest over the Products nor shall we have any obligations or liabilities in respect of such contract entered into between Restaurant Partner and Consumer including but not limited to product liability (refer to #9 for more details).

c) Platform Services are provided on best effort basis and we shall have no liability for failure of such services for the reasons beyond our control. The Company does not guarantee the availability or uptime of the Platform. Restaurant Partner acknowledges and agrees that the Platform may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and the Company is not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

d) The Company provides, and Restaurant Partner accepts, the Platform on an "as is" and "as available" basis. The Company does not represent, warrant or guarantee that Restaurant Partner's access to or use of the Platform: (i) will be uninterrupted or error free; or (ii) will result in any requests for Orders. Company makes no representations, warranties or guarantees as to the actions or inactions of Consumers who may request or receive Orders, and the Company does not screen or otherwise evaluate Consumers. While the Company will use its best endeavours to ensure that unintentional operational errors do not occur, Company cannot provide any warranty or guarantee in this regard.

e) To the fullest extent permitted by law, the Company disclaims all warranties, express or implied, in connection with these Terms read with the Order Form, the Platform Services and any use thereof, including, without limitation, the implied warranties of its merchantability, fitness for a particular purpose and non-infringement.

f) The Company makes no warranties or representations about the accuracy or completeness of the Platform's content, and assumes no liability or responsibility for any (i) personal injury or property damage, of any nature whatsoever; (ii) any unauthorized access to or use of the Company's servers and/or any and all personal information and/or financial information stored therein; (iii) any interruption or cessation of transmission to or from the Platform or otherwise; (iv) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform or services by any third party.

g) By using the Platform, Restaurant Partner acknowledges and agrees that Restaurant Partner may be introduced to a third party that may pose harm or risk to Restaurant Partner. Restaurant Partner and the Restaurant Partner Delivery Partners are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Platform.

h) Notwithstanding the Company's appointment as limited payment collection agent of Restaurant Partner for the purpose of accepting payment from Consumers on its behalf, the Company expressly disclaim all liability for any act or omission of Restaurant Partner, any RP Delivery Partner, Delivery Partner, any Consumer or other third party.

i) Restaurant Partner acknowledges and agrees that the Company will not take title to any Order delivered.

j) The Company does not guarantee the listing of the Restaurant Partner on the Platform, nor does it guarantee a minimum volume of orders from Consumers.

a) In the event of any complaints or grievances raised by a Consumer pertaining to the efficacy, quality, or any other aspect of the Products, the same shall be duly notified by us to the Restaurant Partner. We may, at our discretion, also direct or refer the Consumer to the Restaurant Partner (including via the consumer call centre or by any other means deemed appropriate). The Restaurant Partner shall be solely and exclusively responsible for addressing, responding to, and resolving such complaints, and shall take all necessary actions in a timely and effective manner. We reserve the right to share with the Consumer such information as may be reasonably required for the resolution of the complaint, including but not limited to, the Restaurant Partner's contact details and other relevant particulars. The Restaurant Partner shall be liable for full or partial refund with respect to wrong or sub-standard Orders delivered, as determined solely by the Company and more particularly detailed in the Order Form.

b) Restaurant Partner shall be solely responsible in the event: (i) Consumer's expectations not being met or Consumer dissatisfaction with regard to the quality of items/products supplied by the Restaurant Partner; (ii) expired or inferior quality products delivered.

a) Restaurant Partner acknowledges and agrees that, after receiving the Order(s), a Consumer may be prompted by the Platform to provide a rating of such Order(s) and, at such Consumer's option, to provide comments or feedback related to the Consumer's experience with Restaurant Partner, the relevant Orders and delivery (through Delivery Partner or RP Delivery Partner) ("Consumer Feedback"). Restaurant Partner shall have the right to respond to the Consumer Feedback through the Platform. Company reserves the right to use, share, and display Consumer Feedback in any manner in connection with the business of the Company on the Platform without attribution to or approval of Restaurant Partner. Company reserves the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual's name or other personal data, violate any privacy laws and regulations or other laws, or violate the Company's content policies.

a) The Company will provide Restaurant Partner with information regarding the number of Orders sold by Restaurant Partner to its Consumers. Company will also provide information to Restaurant Partners regarding any refunds given to its Consumers by the Company on Restaurant Partner's behalf, including the date of the transaction, the Order(s) refunded, the reason for the refund and any other information the Company is permitted to provide under applicable privacy laws and regulations. Company may deduct such refunds from Restaurant Partner's Order Revenue.

a) We may use certain frameworks to determine how prominently Restaurant Partners appear on the Platform ("Ranking Framework"). These Ranking Frameworks are selected to optimise the marketplace experience for all users, including you, Consumers and Delivery Partners. The Ranking Frameworks are taken into account any time Restaurant Partners are displayed on the Platform, including in response to a Consumer's search query. You can influence how prominently you appear on the Platform by making Promotional Offers, placing paid advertising, and receiving positive feedback from Consumers and Delivery Partners.

a) Restaurant Partner may, but is not obligated to, provide or otherwise make available to the Company certain feedback, suggestions, comments, ideas, or other concepts relating to the Company's Platform, products and services ("Feedback"). However, to the extent that Restaurant Partner provides or otherwise makes available Feedback to the Company, Restaurant Partner hereby grants to the Company a perpetual, irrevocable, worldwide, royalty free, fully sublicensable right to use, reproduce, adapt, represent and otherwise exploit such Feedback, using all means and media, and without any restriction of any kind with regard to exploitation methods, number of prints, dissemination or utilisation.

a) During the Term of the Agreement and for a period of 12 (twelve) months after expiry or termination of it, the Company (directly or through third parties) may audit or investigate the Restaurant Partner's outlets, records and documents, on such frequent basis, as determined by the Company, or upon suspected or actual breach of these Terms, Order Form and applicable laws, including applicable labour, anti-slavery or anti-bribery and corruption provisions.

b) Restaurant Partner shall also inform the Company immediately in writing should it be under investigation by any relevant authority in relation to any such potential or actual breach of applicable laws or otherwise. The Company reserves the right to send Restaurant Partner questionnaires to assess compliance with the Terms, Order Form and/or applicable laws, to which Restaurant Partner agrees to reply (via email) within 24 (twenty four) hours or a different deadline if specified in the questionnaire.

a) The Restaurant Partner shall be liable to comply with following applicable laws (as maybe amended from time to time): (i) Information Technology Act, 2000 and the rules thereunder; (ii) Food Safety and Standards Act, 2006 and the rules and regulations thereunder; (iii) Legal Metrology Act, 2009 and the rules and regulations thereunder; (iv) Goods and Services Tax Act, 2017 and the rules and regulations thereunder; (v) Digital Personal Data Protection Act, 2023; (vi) Income Tax Act, 1961; (vii) any other applicable domestic laws, rules and regulations.

b) Each Party shall be responsible for paying taxes on their income streams arising out of these T&Cs read with the Order Form, as required under the Income Tax Act, 1961. Further, the Restaurant Partner shall indemnify and hold harmless the Company, in case of any proceedings commenced against the Company, arising out of non-compliance by the Restaurant Partner, of its obligations under the Income Tax Act, 1961.

c) Restaurant Partner warrants that it will not offer for sale any potentially hazardous food, and/or any other item prohibited by law. The Restaurant Partner may only offer alcoholic beverage, tobacco product upon procuring relevant licenses under applicable laws.

d) Restaurant Partner further warrants to procure and maintain all requisite licenses, approvals, certificates, and/or registrations required under applicable law and provide a copy of such licenses, approvals, certificates, and/or registrations to Company, prior to onboarding to the Platform.

a) Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, copied, or altered in any manner without being specifically authorized in writing by that other Party.

b) We shall not be liable for contents and images shared, uploaded or displayed by the Restaurant Partner on the Platform and shall retain the right to remove any Restaurant Partner content from the Platform.

c) Restaurant Partner hereby grants to the Company a non-exclusive, irrevocable, royalty free right to use and include Restaurant Partner's trademarks (as may be provided by the Restaurant Partner to the Company), including but not limited to the brand logo, images, taglines, food pictures, Restaurant Partner's corporate name on the Platform and in any directory or promotional material.

d) Restaurant Partner further declares to the Company that it shall not violate the intellectual property rights of the Company and/or any third party. Restaurant Partner further agrees that any use by the Restaurant Partner of the Company's intellectual property (only upon prior approval of the Company) will be in the form and format specified or approved by the Company.

e) All goodwill related to the use of a Company's intellectual property by the Restaurant Partner will inure to the benefit of the Company. Except as expressly set forth herein, Company shall not have deemed to grant to the Restaurant Partner any license or rights under any Company intellectual property or other proprietary rights. All rights not granted are expressly reserved. Restaurant Partner agrees that it will not try to register or otherwise use and/or claim ownership in any of the Company's intellectual property, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.

a) We may showcase the availability of Restaurant Partner's products via the Platform through various promotional activities including, without limitation, social media channels, websites, advertisements, blogs or other media available now or hereinafter created. We may create video, still images and/or other materials for marketing and other efforts related to the Platform ("Company Marketing Materials"). Restaurant Partner agrees that the Company Marketing Materials (including, without limitation, all intellectual property rights therein) are and will remain the sole and exclusive property of the Company.

b) Additionally, if any marketing materials belonging to the Restaurant Partners ("Restaurant Partner Marketing Materials") are used in connection with the display of Restaurant Partner's products on the Platform, Restaurant Partner hereby grants us a non-exclusive, royalty free right to use, reproduce, adapt, represent, and display such Restaurant Partner Marketing Materials in connection with Restaurant Partner's products and other promotional activities relating to the Platform Services, during the Term, using all means and media, and without any restriction other than as required by applicable laws as regards exploitation methods, number of prints, dissemination or utilisation.

c) Restaurant Partner acknowledges and agrees that, through advertising and marketing, the Company may seek to attract new restaurant partners to the Platform and to increase existing users of the Company on Platform. Restaurant Partner acknowledges and agrees such advertising or marketing does not entitle Restaurant Partner to any additional monetary amounts beyond the amounts expressly stated in the Order Form.

a) Notwithstanding any other rights or remedies available to us, we reserve the right to delist the Restaurant Partner and/or any products or temporarily suspend the Restaurant Partner at our sole discretion, including for the reasons listed below:

b) For any other violation, we shall have the right to indefinitely suspend, terminate or block you from availing Platform Services.

a) Restaurant Partner ("Indemnifying Party") will indemnify, defend and hold harmless the Company, its affiliates, its employees, directors, officers, and agents ("Indemnified Party") from and against any and all losses with respect to any third party claim arising out of or related to: (i) Restaurant Partner's violation or alleged violation of any applicable laws, rule or regulation; (ii) Restaurant Partner copying, storing, retaining, removing from the Platform or otherwise processing any personal data, except as permitted; (iii) any third party claim for actual or alleged infringement of a third party's intellectual property or other proprietary rights; and/or (iv) any third party claim arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, any Restaurant Partner Promotional Offer run by Restaurant Partner, whether or not any claim arises during the Term of the Agreement; (v) misrepresentation, gross negligence or wilful misconduct or fraud; (vi) breach or alleged breach of any provisions contained in these Terms and/or Order Form; (vii) for any misleading or incorrect or false, information or data provided by the Restaurant Partner; (viii) Product Liability.

b) Indemnified Party will provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defence of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defence of a claim, at Indemnifying Party's expense.

c) Nothing herein limits or excludes (nor is intended to limit or exclude) any statutory rights that Restaurant Partner or the Company may have under applicable laws that cannot be lawfully limited or excluded. That said, the Company shall not be liable 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.

d) Notwithstanding anything to the contrary herein set out, the Company's aggregate liability under these Terms and/or the Order Form shall not exceed the total value of INR 2,000.

e) The Restaurant Partner acknowledges that the Company shall not be liable for any applicable taxes liability in respect of Orders and the Restaurant Partner hereby indemnifies the Company against any applicable taxes it may become liable for arising out of such Orders.

f) The obligations under this clause shall survive the termination of these Terms read along with Order Form.

The Parties shall not at any time divulge, or allow to be divulged to any person, any confidential information unless the said information comes in the public domain without breach by either Party. However, no Party shall be precluded from disclosing any information to the extent required in the legal proceedings. The obligations under this clause shall survive the termination of these Terms read along with Order Form.

a) We may communicate with you by email or any other mode of communication, electronic or otherwise (including push notifications through the Platform).

b) All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email or hand delivered to the address mentioned above, between 9.30 am to 5.30 pm from Monday to Friday. We shall issue notice to Restaurant Partner vide registered post acknowledgment due, contemporaneous courier, hand delivery, Platform notification or email or mobile number registered by such Restaurant Partner with us. You may contact us/ raise a ticket by writing an email to support@ownly.food and the same will be mutually resolved by both Parties within 15 (fifteen) days from the date on which the ticket was raised.

a) The Terms are subject to modifications and amendments from time to time (with or without notice). Your continued access to or use of the Platform after such amendment becomes effective constitutes your consent to be bound by the amended Terms. If you object to any amended Term, you may stop using the Platform. Restaurant Partner shall, at all times, be responsible for regularly reviewing the Terms and note the changes made on the Platform.

Except as may be expressly set forth in these Terms or otherwise agreed by the Parties in writing, the Restaurant Partner may not issue a press release or otherwise refer to the Company in any manner with respect to these Terms and/or Order Form or otherwise, without the prior written consent of the Company .

a) Either of the Parties or its representatives shall not accept or agree to accept any commission, gift, share of profit or any other favour, whether in cash or in kind, related to this Agreement.

a) This Agreement shall be governed by and construed in accordance with the laws of India, and shall be submitted to the exclusive jurisdiction of competent courts of Bangalore.

b) Parties shall first endeavours to resolve their disputes amicably within 15 (fifteen) days from the date on which the dispute was first notified, failing which disputes may be resolved as specified in the Order Form.

a) Neither Party will be liable for delay or failure to perform its obligations under the Terms and/or the Order Form upon occurrence of an event of natural disaster, acts of God, epidemics, pandemic, governmental lockdowns and restrictions, quarantine, energy crises, strikes, wars riots, terrorism acts or accidents, or such other event that is beyond the reasonable control of the Party ("Force Majeure Event"). The Party whose performance is delayed or prevented shall be entitled to a reasonable extension not to exceed 15 (fifteen) days, provided that such Party: (i) exercises its best efforts to mitigate the effect of such Force Majeure Event and avoid and cure such delay or prevention; (ii) promptly notifies the other Party of its delay or inability to perform its obligations after becoming aware of the Force Majeure Event with details of the expected time of delay or suspension and impact on the respective services; and (iii) ensures resumption of normal performance of as soon as reasonably practicable to the maximum extent practicable. If performance is or will be delayed for more than 15 (fifteen) days or is prevented or delayed, then the Parties shall endeavour in good faith to agree on an alternative basis for achieving the objects of this Agreement. If the Parties are unable to reach such an agreement for a material right or obligation set forth herein, then the Company may terminate the Order Form with written notice. Notwithstanding anything contained herein, the Company shall not be liable for any part of the Fees payment obligations during and for the period of such delay or suspension due to the Force Majeure Event and shall be eligible for refund if any amount has been paid in advance. The refund shall be paid within 5 (five) working days from the date of termination of the Agreement

b) No term of the Order Form read along with these Terms shall be enforceable by a third party.

c) The Restaurant Partner must not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with the Order Form or these Terms or any right, benefit or interest under it, nor transfer, novate or sub-contract any of it's obligations under the Order Form read along with these Terms.