Services Agreement

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. including any of its affiliates and subsidiaries (“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

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.
Supplier shall use its know-how, experience and expertise to provide the Services and the deliverables in a professional manner and in accordance with the terms of the Order and this Agreement in compliance with all specifications provided by Playtika. Supplier shall provide personnel with necessary expertise, knowledge, skills and experience as may be necessary to render Services pursuant to the terms of this Agreement.
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.
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.

Delivery, Acceptance & Support

Supplier shall provide Playtika with the Deliverables in accordance with the delivery schedule set forth in Order, or as shall be requested from time to time by Playtika.
Playtika shall perform acceptance testing following receipt of Deliverables to ascertain whether the Deliverables comply with the specifications required by Playtika. Upon completion of such testing, Playtika shall notify Supplier of any inconsistencies with the specifications. In the event of rejection, Playtika shall give its reasons for rejection to Supplier including any relevant feedback. Supplier shall correct any deficiencies or non-conformities and resubmit the rejected items as promptly as possible. The modified Deliverables shall then be redelivered to, and retested by Playtika. The process contemplated by this Section 6 will be repeated until all the Deliverables are accepted by Playtika or the termination of this Agreement by the Playtika, as the case may be.
Approval of Deliverables shall occur upon the successful completion of the testing and receiving Playtika’s written approval notice (including e-mail approval) stating that the Deliverables are to the full satisfaction of Playtika (“Approval”).
Supplier shall cooperate with Playtika, at no charge, to reasonably train the Playtika’s staff and personnel in the usage and operation of the Deliverables and any other work delivered by Supplier to Playtika.
Supplier shall use best efforts to provide Playtika real time support to assist Playtika in the satisfactory usage and operation of the Deliverables. In addition, Supplier shall provide to Playtika all services necessary to correct and resolve any errors or problems incurred by Playtika as a result of any use of the Deliverables.

Price, Payment and Taxes

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”).
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.
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.
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 within net + 30 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. In the event that the payment is made in different currency than set forth in the Order, the exchange rate shall be according to the representative exchange rate of the Bank of Israel on the last day of the calendar month in which the services and/or the products were provided to Playtika.
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.
Supplier shall be solely responsible for paying any third party contractor if applicable in consideration of rendering the Services.

Warranties and Obligations

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.
Supplier hereby represents, warrants and undertakes as follows:
1. 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.
2. 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.
3. 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.
4. 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.

Data Protection

The Supplier represents, warrants and undertakes that it shall:
1. Only process Personal Data to the extent set out in Schedule 18 a., and only as necessary to provide the Services or otherwise in accordance with Playtika’s documented instructions.
2. Have in place and maintain at all times all appropriate technical and organizational security measures (having regard to the risk) to ensure the Supplier’s processing of Personal Data is in accordance with the Data Protection Laws and protects Data Subjects’ rights.
3. Not allow Personal Data to be transferred to any country outside of the EEA or Israel unless it notifies Playtika in writing that it intends to so transfer Personal Data, and Playtika provides its written consent, which consent Playtika may give or withhold in its absolute discretion.
4. If the Supplier is using subcontractor such terms must be substantially the same as those set out in this Section 18, and Supplier shall remain fully liable to Playtika for any breach by the subcontractor.
5. Comply with the security standards requirements of Playtika set forth in Schedule 18 e.
From 25 May 2018, the Supplier represents, warrants and undertakes that it shall:
1. Take all necessary actions and provide all reasonable assistance necessary for Playtika to (i) comply with its obligations under the Data Protection Laws in relation to Data Subjects’ rights, or (ii) carry out any data protection impact assessment or prior consultation with any competent supervisory authority that Playtika may determine to be necessary.
2. Ensure all persons authorized to process Personal Data are bound by obligations equivalent to those in Section 21 below and are aware of the Supplier’s obligations with respect to Personal Data under this Agreement.
3. Delete or return all Personal Data at Playtika’s request upon expiry of the Term unless otherwise required by relevant local law.
4. Notify Playtika immediately upon becoming aware of any Personal Data Breach, and provide all assistance requested by Playtika to allow it to notify competent supervisory authorities and/or Data Subjects.
5. Make available to Playtika all information necessary to demonstrate its and any subcontractor’s compliance with this Section 19, including by allowing for and contributing to audits and/or inspections.
For the purpose of Sections 18-20:

“Personal Data Breach”, “Data Subject” and “Personal Data” shall have the meanings given to those terms in the Data Protection Laws.

“Data Protection Laws” means:

To the extent applicable to the Services
prior to 25 May 2018, any legislation of an EEA member state that implements Directive (95/46/EC) of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data; and
from 25 May 2018, the General Data Protection Regulation (EU 2016/679) (“GDPR”) and any legislation which amends, re-enacts or replaces it in an EEA member state; and
at all times, any other data protection laws and regulations applicable.

“EEA” means the European Economic Area.

Confidentiality

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.

Intellectual Property

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 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

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.
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, or any third party whatsoever in the course of, or as a result of, the implementation or non-implementation of the Services.

Term and Termination

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.
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.
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.
The provisions of Sections 18-24 shall survive termination of this Agreement and shall remain in full force and effect.

Miscellaneous

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.
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.
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.
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.
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.
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.
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.
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.

Schedule 18 a.

Data Processing

Types of Personal Data to be processed

The types of Personal Data to be processed may include date regarding Playtika’s:

(i) Employees Data – including, names, gender, identification numbers, telephone numbers, addresses, email addresses, date of birth, marital status, names and date of birth of spouse and children, health condition (if relevant to employment), photos, bank account details, salaries and employment conditions, bonuses, stock options, incentive plans, expenses, reimbursement, employee evaluations, education, resumes, special skills, employee’s history in the organization, termination of employment.

(ii) Candidates Data – including, names, gender, identification number, telephone numbers, addresses, email addresses, date of birth, education, resumes, (special skills, marital status, and photos, if provided), candidate’s evaluation.

(iii) Customers Data - including, name, email address, telephone number, addresses, date of birth, gender, profile picture, country, social network or third party service user identification number, IP address, mobile device’s unique identifier (UDID), game history, purchase history, correspondence with customer support team, location data, demographic data, GPS data, behavioural data, device data (e.g., OS version, type of device), and other application usage, viewership, monetary and engagement data, any conversion, tracking, targeting, installations and technical related information regarding actions of customers on the Disclosing Party’s application(s).

(iv) Freelancers, Consultants and Suppliers Data – including, names, gender, identification numbers, telephone numbers, addresses, email addresses, date of birth, marital status, names and date of birth of spouse and children, health condition (if relevant to services), photos, bank accounts details, costs, contracts and relationship, payment terms, payment history, bonuses, stock options, incentive plans, expenses, reimbursement, consultants evaluations, education, resumes, special skills, consultant’s history in the organization, termination of services. special skills, consultant’s history in the organization, termination of services.

Categories of Data Subjects whose Data will be processed

Personal Data shall be processed in relation to Playtika’s employees, freelancers and consultants.

Nature and purposes of processing

Personal Data shall be processed solely to the extent necessary for Supplier to provide the Services pursuant to the Agreement.

Duration of processing

Personal Data shall only be processed until the termination of the Services, or until the expiry of the term.

Schedule 18 e.

Information Security Standards

The Supplier shall:

1.1 Implement appropriate environmental and physical security measure to prevent unauthorized physical access to restricted information and the systems managing it.

1.2 Manage and restrict access to only the resources necessary for users (application, database, network, and system administrators) to perform authorized functions. The Supplier should document all the user types and their related permissions.

1.3 Require strong authentication and encryption that meet security standards for any remote access to Confidential Information and Playtika’s network.

1.4 Use a secure method for securing authentication information (User name and password) by acceptable security standards.

1.5 Separate Playtika's information from any other customer or supplier’s own applications and information, including but not limited to the public internet or any system used by the Supplier. Information shall be protected using appropriate tools and measures, including but not limited to access control, firewall, anti-virus applications.

1.6 Do not transfer and store Playtika’s information on removable devices, laptops, smartphones, tablets, etc., unless agreed upon in advance with Palytika in writing. The Supplier shall implement security measures such as using encryption to protect all of Playtika's information stored on mobile devices.

1.7 Regularly install the most recent system and security updates to systems that used to access, process, manage, or store Playtika's information.

1.8 Conduct risk assessment processes and surveys to regularly assess information security risks; the Supplier shall inform these risks to Playtika and remediate such risks as soon as possible.

1.9 Employ appropriate measures of identification and access controls to any of the Supplier's systems and Playtika's information. The Supplier should save log files of all access to Playtika’s information.

1.10 Use only the mutually agreed upon facilities and connection methodologies to remotely connect to Playtika's network. Any connection to Playtika’s information sources using a remote connection are conditioned on prior approval.

1.11 Transfer of Confidential Information between Playtika and the Supplier will be implemented by using secure file transfer platform.

1.12 The Supplier shall ensure that all personnel, subcontractors or representatives performing work under this Agreement, are in compliance with these measures. Without derogating from the Supplier’s obligation to supervise his personnel and implement the security demands.

1.13 The Supplier shall provide an appropriate level of periodical training concerning the organizational security measures and privacy issues, to the personnel who has access to Playtika’s Confidential Information.

1.14 The Supplier shall permit Playtika to conduct audits or assessments of the Supplier's activity and compliance with its obligations arising out of this Agreement and according to the law, including access to facilities and relevant IT systems at reasonable working hours, and outside out of normal working hours with advance notice.

1.15 The Supplier shall immediately notify Playtika whenever there is any suspected or confirmed security breach, such as: intrusion to the IT systems, unauthorized access to information, data loss, or other incident regarding Playtika’s information, systems, or other resources. The Supplier shall notify Playtika of actions that has been taken to resolve such incident.

1.16 For clarification, Playtika reserves the right to change said demands in its sole discretion, based on its needs and according to technological developments, and according to any applicable law.