Service Terms - Playtika Ltd.
Insertion Order Standard Terms and Conditions
The following Terms and Conditions shall be deemed to be incorporated into any Insertion Order (“Order”) entered into between Playtika Ltd. (“Playtika”) and the company identified in the Order (the “Supplier”). In case of conflict between these Terms and Conditions and an Order, the latter shall prevail. The Order and these Terms and Conditions constitute a binding contract between Playtika and Supplier and are collectively referred to herein as the “Agreement”.
Provision of Services
1. Playtika hereby orders from Supplier the services as detailed in the Order (the “Services”) in accordance with the instructions, guidelines, and timetables provided from time to time by Playtika.
2. The Services shall be rendered in the Supplier’s offices, unless the parties’ agreed otherwise. The Supplier shall report to the contact person described in the Order or to any other person designated by Playtika from time to time.
3. Supplier shall provide Playtika with periodic reports detailing the progress of the performance of the Services, and it shall notify Playtika promptly of any factor, occurrence, or event coming to its attention that may affect its ability to meet the requirements of this Agreement.
Price, Payment and Taxes
4. In consideration for providing the Services and performing all its other obligations under this Agreement, Supplier shall be entitled to consideration as detailed in Order (the “Consideration”).
5. The parties accept and acknowledge that the nature of the Agreement is on a “work for hire” based upon the obligations undertaken by each of them. Hence, the Consideration shall be the full and final payment for the provision of the Services and no other payment or compensation shall be due under this Agreement or in connection with the provision of the Services.
6. The Supplier shall be solely liable for any tax, charge or levy imposed in respect of the Consideration payable under this Agreement by the relevant authority and all amounts due and payable by Playtika to the Supplier hereunder are inclusive of any tax, charge or levy which may be imposed on such payment, and Playtika shall be under any obligation to increase such payment in the event such tax becomes applicable.
7. The Supplier shall issue a written invoice to Playtika in accordance with the terms of the Order. The Consideration for the Services shall be paid by Playtika at the end of the following month as of receipt of the relevant invoice from Supplier, after Playtika has withheld any amounts which are subject to a withholding tax under any applicable law, unless the Supplier provided an authorization issued by the relevant tax authority to act otherwise.
8. Any and all expenses incurred by the Supplier, including without limitation, travel and other out-of-pocket expenses related to the provision of the Services, shall be borne by the Supplier.
9. Supplier shall be solely responsible for paying any third party contractor if applicable in consideration of rendering the Services.
Warranties and Obligations
10. Each party hereby represents and warrants that it has full right and authority to enter into and perform any and all applicable provisions of this Agreement and has taken all necessary actions to ensure the legal validity of the execution and performance of its obligations hereunder.
11. Supplier hereby represents, warrants and undertakes as follows:
a. Any and all Services and any other work developed for or delivered to Playtika shall not infringe or violate any patent, copyright, trade secret or other property or proprietary right of any third party.
b. It shall at all times maintain in good standing, full force and effect all necessary and proper government approvals, consents, licenses, authorizations, declarations, filings, permits and registrations as may be necessary or advisable for the performance of the Services, its business operations and its obligations under this Agreement. Supplier agrees that the Services will comply with all applicable international and local laws.
c. In case it uses any third party as sub-contractor for the provision of the Services, Supplier shall be the sole liable for the obligation to Playtika under this Agreement and Playtika shall have no liability of any kind vis a vis that third party service provider.
d. Throughout the entire Term of this Agreement it shall be insured, at its own expense, with all necessary insurance coverage and that it shall fulfill all of the policies terms and conditions, including the timely payments of premiums. At Playtika’s request, the Supplier shall provide with copies of such policies. It is clarified that the maintenance of such policies does not release the Supplier from any of its responsibilities and liabilities whether or not covered by the insurance policies.
12. The Agreement and all communications and documentations exchanged by the parties, including information in oral, visual or computer database form, disclosed by either party and/or any person on its behalf (the “Disclosing Party”) to the other party and/or any party on its behalf (the “Receiving Party”), or that is otherwise learned by the Receiving Party in the course of the Services shall be deemed confidential and shall not be disclosed to any third party without the Disclosing Party’s prior written consent, except its employees with a need to know such information for the purposes of the performance of this Agreement and provided that they are bound by similar confidentiality undertakings, and the Receiving Party shall inform them of their obligations under this Agreement with respect to the Confidential Information. If the parties have executed a non-disclosure agreement (“NDA”) such NDA is incorporated into the Agreement by this reference. Neither party will make any public announcement regarding the existence or content of this Agreement.
13. The ownership of all intellectual property rights in all the deliverables and documentation thereof and in any other work developed by the Supplier and/or any party on its behalf shall vest solely with Playtika and shall be deemed works made for hire by Supplier and/or any party on its behalf for Playtika. Supplier agrees to fully cooperate with Playtika to protect such rights of Playtika including where necessary assigning or waiving any residual rights which Supplier and/or any party on its behalf may have in connection with the Services. Supplier waives all moral rights in and to the deliverables and/or work, and when applicable, undertakes to sign up each party on its behalf on such waiver.
Indemnification and Liability
14. Supplier shall fully indemnify Playtika, its directors, officers, shareholders, Suppliers, affiliates and/or any party on behalf of the foregoing (collectively, the “Indemnified Party”) for any and all costs, expenses, damages, claims, liabilities and/or demands incurred by, and/or submitted against, Playtika and/or any of the Indemnified Party, in connection with any of the following events: (i) breach of the Supplier’s representations and/or obligations under this Agreement; (ii) breach of third party’s intellectual property rights in connection with the Services; (iii) breach of confidentiality undertaking; and/or (iv) gross negligence or willful misconduct of Supplier and/or any party on its behalf.
15. The Supplier will be fully, exclusively and completely liable for any incidence of harm, injury, disability, death and any other damage or loss that might be suffered or incurred by the Supplier, its employees, their property, whatsoever in the course of, or as a result of, the implementation or non-implementation of the Services.
Term and Termination
16. This Agreement will remain in full force unless terminated by Playtika (the “Term”). Playtika may terminate this Agreement for any reason or no reason upon provision of thirty (30) days prior written notice to Supplier. Such notice may be provided via e-mail correspondence.
17. In addition, Playtika may terminate this Agreement with immediate effect if (i) the Supplier fails to perform any of its obligations under this Agreement, provided that Playtika provides Supplier with a written notice specifying the nature of Supplier’s breach and such breach is not remedied within seven (7) days after the giving of such written notice; (ii) Supplier files a petition in bankruptcy, seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; (iii) a receiver, trustee, or similar officer is appointed for the business or property of Supplier; (iv) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against Supplier and not stayed, enjoined, or discharged within forty-five (45) days; (v) Supplier adopts a resolution for discontinuance of its business or for dissolution.
18. Upon termination of this Agreement, Supplier shall promptly return, collect and deliver to Playtika all tangible property representing Confidential Information and/or intellectual property and/or any such tangible property divulged by Playtika to Supplier in connection with this Agreement and all copies thereof and/or shall delete any such information held by it in electronic form and shall certify in writing the compliance with this Section.
19. The provisions of Sections 12-15 shall survive termination of this Agreement and shall remain in full force and effect.
20. It is hereby acknowledged and agreed that Supplier is an independent contractor of Playtika and nothing herein shall be construed to create an employment, agency, joint venture or partnership relationship between the parties, and neither party has the authority to make commitments or representations on behalf of the other beyond the scope of any limited extent required by this Agreement.
21. If the Supplier is an Israeli entity - the validity, interpretation and implementation of this Agreement shall be governed solely by and in accordance with the laws of Israel, even if, under the rules relating to the conflict of laws which apply in Israel it could be held that another law governs. Any dispute between the parties shall be submitted to the exclusive courts situated in Tel Aviv-Jaffa, Israel. If the Supplier is a foreign entity, the validity, interpretation and implementation of this Agreement shall be governed solely by and in accordance with the laws of Nevada, even if, under the rules relating to the conflict of laws which apply in Nevada it could be held that another law governs. Any dispute between the parties shall be submitted to the exclusive courts situated in Las Vegas, Nevada; however, Playtika shall retain the right to institute proceedings including interlocutory and/or injunctive relief in any other territory.
22. All amendments or modifications to this Agreement must be in writing, identified as an amendment to this Agreement and signed by an authorized representative of each party.
23. Any notice or other communication provided under this Agreement shall be in writing and shall be delivered by email or certified or registered airmail to the addresses set forth in the Order.
24. Supplier is not entitled to assign this Agreement or any of its rights and/or obligations under this Agreement without the prior written consent of Playtika.
25. The failure or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of any rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of any right or remedy.
26. The illegality, invalidity or unenforceability of any provision or term of this Agreement for any reason whatsoever shall not affect the validity of any other provisions or terms of this Agreement and such provision or term shall be deemed deleted from this Agreement.
27. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter thereof and supersedes all previous agreements, negotiations, commitments and/or representations made between the parties hereto either orally or in writing. It is hereby agreed that any amendment provided by Playtika shall become an integral part of this Agreement.