These terms and conditions are a legally binding agreement between you, whether personally or on behalf of an entity (the "Restaurant"), and Times Internet Limited for its business division- My Eatery, whereby the Restaurant agrees to use My Eatery Restaurant's services, as further detailed in Order Form.
("My Eatery" is referred to as a "Party" individually and as a "Party" collectively.) WHEREFORE: -

A. Kiezen Soft Tech is a service provider of software solutions and web applications.

B. My Eatery is a platform created by Kiezen Soft Tech, which is in the business of providing food and beverage services to a variety of consumers on its premises.

C. Restaurant desires various Services as indicated in the Order form, and My Eatery has agreed to deliver the Services to the Restaurant on the terms and conditions more fully provided in this Agreement based on the representation made by the Restaurant

AS A RESULT, the Parties here to agree as follows:

1. SERVICES DESCRIPTION :
My Eatery is a cloud-based software that allows restaurants to manage their Order from order to serve with all precaution to Customer.

2. CONSIDERATION:
In exchange for the applicable Services, the Restaurant will not be obligated to pay any sort of commission other than the Selected Recharge Plane.

• My Eatery will generate an invoice for each recharge, along with detailed MIS.

• My Eatery shall be the custodian of all original "Invoices" and shall share them with my Eatery Customers within 24 hours of receiving notice from My Eatery.

• The restaurant is solely responsible for the Goods and Services Tax (GST) and/or other taxes/levies that may be imposed on the invoice value. The Restaurant must deposit the applicable Goods and Services Tax (GST) and/or other taxes/levis with the competent authority in a timely manner.

• The Restaurant will assist My Eatery in submitting copies of appropriate receipts/invoices/returns/any other documentation for the purpose of depositing the aforementioned Goods and Services Tax (GST) and/or Other taxes/levis. My Eatery can request a copy of the bill/invoice for the end-user for whom the booking was made through My Eatery, as well as copies of any returns, challans, receipts, or invoices.

2.10. Notwithstanding anything to the contrary, My Eatery may withhold Services at its own discretion if the Restaurant owes any outstanding payments, without incurring any obligation.

2.11. In addition to the aforementioned right, My Eatery may choose to (a) offset any amounts payable by Restaurant to My Eatery, including taxes, against any other payments My Eatery may make to Restaurant, (b) raise an invoice for amounts due to us, in which case you will pay the invoiced amounts and taxes upon receipt of the invoice, or (c) seek payment by any other lawful means.

2.12 Take into account Whatsapp and SMS services (if applicable)

2.13. In consideration of the Whatsapp and SMS Services, Restaurant shall be liable to pay the monthly cost and Top up amount as specified in Order Form. Restaurant shall be responsible for payment of invoice within 7 days from the receipt of invoice raised by My Eatery

•My Restaurant's Permit.

My Eatery grants to the Restaurant a non-exclusive, non-transferable, non-assignable, revocable, limited licence to install and use the My Eatery exclusively at the Restaurant location agreed in Order Form, effective from the installation date and valid during the term of this Agreement, subject to the terms and conditions of this Agreement, including timely payment of the Service fee as detailed in Order Form and other amounts payable as per the terms of this Agreement by the Restaurant to My Eatery.

5. RESTAURANT RIGHTS AND OBLIGATIONS

5.1. Restaurant shall not use (or permit, facilitate, or enable the use) of the My Eatery at any location/branch/outlet (including any managed, outsourced, or franchised operations) other than the agreed-upon location, except with the My Eatery's prior written consent and subject to execution of any additional agreements. My Eatery may need proof and payment of any costs and fees in this regard. Unless the Parties expressly agree otherwise (in writing), the Restaurant will be solely responsible for ensuring that all terms and conditions of this Agreement (as well as any additional terms and conditions as may be agreed between the Parties in this connection) are complied with in spirit and practise, as intended between the Parties to this Agreement, in respect of use of the Inresto by such other persons or in such other location.

5.2. My Eatery does not include any operating system, database, report writer, firewall, email, anti-virus software, or any other third-party software or programmes of any kind.

5.3. Restaurant must: (a) immediately notify My Eatery of any unauthorised use of any password or user id, or any other known or suspected breach of security, (b) report to My Eatery any unauthorised use of the My Eatery that Restaurant is aware of or suspects, and (c) not provide false identity information to gain access to or use the My Eatery.

5.4. The restaurant is solely liable for its actions and omissions while using My Eatery. My Eatery is not responsible for any data or functionality loss caused directly or indirectly by Restaurant's actions.

5.5. The restaurant will not hold My Eatery liable for any issues or errors arising from items (including those facilitated through My Eatery) such as computer hardware and peripherals, electrical equipment, cabling, operating system, database administration, client network including bandwidth, email services, support software, and consumables, whether due to manufacturing defects, improper installation and maintenance, or otherwise.

5.6. The Restaurant shall be solely responsible for any problems caused by malware, adware, virus attacks, worms, and denial of service attacks on the central and unit level application, database, and mail servers, and any such problems will be the Restaurant's exclusive responsibility.

5.7. Notwithstanding anything to the contrary, the Restaurant has obtained all necessary consents and permissions from end users to allow My Eatery to collect and analyse data and other information relating to the provision, use, and performance of various aspects of the My Eatery and related systems and technologies (including, without limitation, information concerning end user data and data derived therefrom), and My Eatery will be free (during and after the term).

5.8. Restaurant acknowledges that My Eatery does not guarantee that the services, including My Eatery, will be uninterrupted or error-free, nor does it guarantee the outcomes of using My Eatery.

6. PIRACY PREVENTION

6.1. Restaurant agrees to use the My Eatery only for authorised and legal purposes, in accordance with all applicable laws, regulations, and third-party rights, including privacy laws such as the privacy rules and regulations under the (Indian) Information Technology (Reasonable Security Practices & Procedures & Sensitive Personal Data or Information) Rules, 2011 under the (Indian) Information Technology Act, 2000 ("IT Act").

6.2. The Restaurant shall be entirely responsible for acquiring all necessary consents and permissions from its end users, as well as specifying the Restaurant's use of those consents and permissions in accordance with applicable laws.

6.3. Restaurant will not use the My Eatery to transmit, publish, or distribute any material or information that
(a) infringes, violates, or misappropriates the intellectual property rights of any third party; or (b) contains a computer virus or other code, files, or programmes designed to disrupt or interfere with the My Eatery's functionality. Alternatively,

(c) that is or could be properly construed as hurtful, menacing, offensive, obscene, or otherwise objectionable. Furthermore, you will not be able to

(d) interfere with or disrupt the My Eatery or any underlying software;

(e) attempt to gain access to any systems or networks that connect thereto except for the express purpose of using the My Eatery for its intended use;

(f) attempt to scan or probe, hack, defeat, or otherwise compromise any security measures of the My Eatery or any systems or networks operated by My Eatery;

(g) allow third parties access to the My Eatery; I rent, lease, sublicense, resell, or provide access to the My Eatery on a time-share or service bureau basis; or (k) attempt to reverse engineer, decompile, or otherwise analyse the computer code of the My Eatery, including the scripts / logic contained in the web pages downloaded to your web browser, and the URLs transmitted to and from your web browser.

7. DURATION AND ENDING

7.1. The Agreement will be in effect for the 'Term' specified in the Order Form, which will begin on the Effective Date and can be extended by giving written notice to the other Party.

7.2. Either party may, in its sole discretion, terminate this Agreement by giving the other party 30 (thirty) days' notice at any time during the Term of this Agreement.

7.3. If the Restaurant fails to notify My Eatery of any of the following

(a) change in ownership or constitution of the entity or/and

(b) change of bank account details, My Eatery may terminate this Agreement immediately, and the above-mentioned condition will be deemed as a significant violation.

7.4. In addition, either Party may terminate this Agreement with immediate effect if the other Party breaches the terms of this Agreement materially or for any statutory reason; in the case of a breach that can be cured, the other Party may terminate this Agreement with immediate effect if the former Party fails to cure the breach within 15 (fifteen) days of the latter Party notifying the breach. However, the Parties' accumulated obligations prior to termination will continue to be met after termination.

8. PROPERTY OF INTELLECTUAL PROPERTY

8.1. The Restaurant understands and accepts that all rights and ownership of any intellectual property, including any upgrades, modifications, or adaptations made to it from time to time, will belong exclusively with My Eatery.
This Agreement does not transfer from My Eatery to Restaurant ownership of underlying technology or any right, title, or interest in software, including intellectual property rights, and such rights will remain exclusively with My Eatery. Restaurant agrees not to reverse engineer, recompile, disassemble, or otherwise attempt to derive source code or other trade secrets from My Eatery in order to create derivative works, nor will it attempt to make extra copies of the software for use at any other business unit or location (or allow any other Person to do so) other than through the system installed by My Eatery at the Restaurant Location. The Restaurant also agrees not to sell, attempt to sell, or use the programme for any other purpose, including advertising or education, whether commercial or non-commercial.

8.2. The Restaurant agrees that if it is necessary for My Eatery to access Restaurant equipment/hardware or use Restaurant technology in the course of performing the service(s) contemplated by this Agreement, My Eatery shall be permitted and shall have a non-exclusive, royalty-free licence to use the Restaurant technology solely for the purposes of delivering the service(s) to Restaurant during the Term of this Agreement. My Eatery will not be permitted to utilise the Restaurant equipment/hardware or technology for any purpose other than performing the services described in this Agreement.

8.3. My Eatery does not grant any right, title, or interest to Restaurant, including any and all intellectual property rights, which will always and entirely belong to My Eatery.

DISCLAIMER NO. 12 Subject to downtime and routine maintenance, My Eatery will make every reasonable attempt to ensure uninterrupted service. However, My Eatery disclaims all guarantees, express or implied, written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose, notwithstanding anything in this Agreement. My Eatery admits that its services may not be available at all times or be free of viruses or other malicious, destructive, or corrupted code, software, or macro.

13. GENERAL REQUIREMENTS

13.1. Entire Agreement - This Agreement contains the entire agreement between My Eatery and Restaurant with respect to the subject matter hereof, and it supersedes any prior written or oral agreements between the Parties in their entirety.

13.2. Restaurant shall also allow My Eatery's authorised representatives to conduct physical inspections of the documents and records at the Restaurant's place(s) of business or other facilities during normal business hours to verify if the Restaurant is in compliance with its obligations hereunder upon not less than five (5) days' prior written notice, and in a manner that does not unduly disrupt the Restaurant's operations. My Eatery retains the right to suspend or terminate this Agreement immediately if Restaurant refuses such inspection or submits inaccurate, false, or incomplete information, or fails to comply with the terms and circumstances of this Agreement. Restaurants shall comply with such audit requirements as may be established for the purpose of such audit by My Eatery's internal or external auditors or agents hired to work on its behalf, and Restaurants shall comply with such audit requirements as may be framed for the purpose of such audit.

13.3. Parties' Relationship - The parties to this Agreement are independent contractors, and nothing in this Agreement makes them joint ventures, partners, employees, agents, or any representatives of the other Party. Neither Party may make any representation that contradicts the terms of this Agreement.

13.4. Severability - If any portion of this Agreement is found to be invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement will continue in full force and effect to the utmost extent practicable.

13.5. Agreement Variations - The parties to this agreement reserve the right to change or amend these terms and conditions at any time, or to add additional terms and conditions. Any such modifications, amendments, or additions will only become effective and binding if both parties agree in writing.

13.6. Assignment: Without My Eatery's prior written approval, Restaurant may not assign any rights or obligations arising out of or under this Agreement. In its sole discretion, My Eatery may transfer the rights and obligations.

13.7. Waiver - All rights and remedies under this section are cumulative and may be used alone or in combination. If any legal action is taken to enforce any of the parties' duties under this Agreement, the successful Party will be entitled to its attorney's fees, court costs, and other collection charges, in addition to any other relief it may obtain. If any Party fails to perform its responsibilities under any provision of this Agreement, or if the other Party fails to enforce such provision on that occasion, enforcement on subsequent occasions will not be prevented.

13.8. Survival of Provisions - Notwithstanding any other provision herein to the contrary, conditions that, by their nature, survive the termination or expiration of this Agreement, particularly payments and/or any revenue sharing between the Parties, will bind both Parties.

13.9. Expiration of Liability - Neither Party is bound to continue or renew this Agreement after it has expired.

13.10. Jurisdiction – This Agreement shall be interpreted, construed, and enforced in accordance with the laws of India in all respects, without consideration to any principles of conflict of laws. Any disputes arising out of or in connection with this Agreement will be decided solely by the courts of New Delhi.

13.11. Headings and Sub Headings - The headings and sub headings in this Agreement are just for reference and have no bearing on the meaning of the relevant section or clause.

13.12 Notifications

a) Any notice, directive, or instruction made under this Agreement must be in writing and delivered to the above-mentioned addresses of the Parties or to such other address as a Party notifies the other in writing from time to time. Notice will be deemed given if:
(i) it is delivered by hand; or it is delivered by mail.
(ii) In the case of registered mail, acknowledgement is due two calendar days after mailing;
(iii) In the case of courier, acknowledgement is due three calendar days after mailing. If the date of receipt is not a business day, the receiving Party will be assumed to have received notice the next business day.

b) Nothing in the preceding paragraphs affects any communication made via the internet or other electronic means for the purpose of rendering the services as otherwise stipulated in this Agreement.

13.13. Counterparts–This Agreement may be executed in any number of counterparts, each of which is an original when signed and delivered, but all of the counterparts combined shall constitute one document.

13.14. This Agreement may be performed in one or more counterparts, each of which will be treated as an original copy of this Agreement and will be treated as one and the same agreement when all of them are taken together. The parties' facsimile, email, or other electronically delivered signatures shall be deemed original signatures, and facsimile or electronic copies of this document shall be deemed duplicate originals.