1. Parties. These Terms and Conditions (“Terms”) are between the supplier listed on the related purchase order, or, if there is no purchase order, the applicable invoice (“Supplier”) and (a) with respect to research and development activities, the below-listed local Zynga entity that specifically benefits from and/or requests such Supplier activities, or (b) with respect to technology or services outside of real money gaming, with Zynga Inc. and Zynga Game Ireland Limited (collectively “Zynga”).

Zynga Inc.
1200 Park Place
San Mateo, CA 94403
USA

Zynga Game Canada Inc.
400-70 Richmond Street East
Toronto ON M5C 1N8, Canada

Zynga Game Network
India Private Limited
No. 206, Logos, MG Road
Bangalore, 560 001
India

Zynga Game Ireland Limited
25-28 North Wall Quay
Dublin 1, Ireland

If Zynga or Supplier is an Indian entity, then the additional terms on Exhibit A (Additional Country-Specific Terms) directed toward Indian companies will supplement these Terms and are incorporated by reference.

2. Controlling Documents. The transaction described on the related purchase order or, if there is no purchase order, the applicable invoice between Zynga and Supplier (the “Transaction”) is governed by each of the following as applicable: (i) the formal and fully executed agreement between Zynga and Supplier (“Agreement”) (if one exists), (ii) these Terms, and (iii) either the purchase order (“Order”) (if one exists) or, if there is such Order, the applicable invoice (“Invoice” and collectively with an applicable Agreement, these Terms, and an applicable Order, the “Documents”). If there is an explicit conflict of terms among these, the Agreement will control, followed by the Terms, and then the Order. For clarity, Zynga rejects any legal terms as may appear on any applicable Invoice. The Order (and if no Order exists, the Invoice), Agreement, and Terms contain the complete agreement between the parties in relation to the Transaction, with Supplier relying on no other representation (written or oral, prior or contemporaneous) and Zynga rejecting any terms—business or legal—appearing elsewhere in any form beyond the Documents. By providing the goods, activities, and/or services described in the Order or Invoice if no order exists, Supplier indicates its acceptance of these Terms. These Terms can be amended only through a formal and fully executed written instrument.

3. Time. Time is of the essence for Supplier’s performance, and Supplier will notify Zynga upon becoming aware of a material risk that performance will be delayed.

4. Warranties. Supplier warrants to Zynga (including its customers, successors, and assigns) that goods, services, and software provided (collectively, “Supplier Product” or “Deliverables” as the case may be) will: (i) materially conform to the description provided in the Documents, Supplier’s own documentation and samples, mutually accepted change orders, and other instructions reasonably provided by Zynga (collectively, “Specifications”) and (ii) will be provided and performed in compliance with applicable laws and regulations. With regard to goods (including deliverables arising through the provision of services), Supplier further warrants that goods provided: (i) will be conveyed with good title, rightfully transferred, and free from security interest, lien, or encumbrance; (ii) will be delivered free of the rightful claim of third persons by way of infringement or the like; and (iii) will be of merchantable quality. With regard to services, Supplier further warrants that services will be provided in a professional, workmanlike and lien-free manner. With regard to software, Supplier further warrants that: (i) the software does not contain instructions designed to adversely affect other software or hardware (such as exploits or viruses) and (ii) to Supplier’s knowledge, Zynga’s use according to the Specifications will not infringe upon the intellectual property rights of any party. OTHER THAN THESE EXPRESS WARRANTIES, SUPPLIER MAKES NO WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES.

5. Software. If Supplier delivers software to Zynga, the following terms apply, superseding any shrink-wrap or click-wrap license agreement that may be included with or in the software. Supplier grants Zynga (including its affiliates, contractors, and any third parties working in connection with Zynga or on Zynga’s behalf) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to the software for the purpose of supporting Zynga’s business. Zynga may make a reasonable number of copies of the software for its authorized purposes. Zynga will not attempt to derive source code from software for which Zynga has a license only to the object code, and Zynga will retain the proprietary notices on the software. Unless otherwise agreed in writing by Zynga, the software will only be provided electronically.

6. Access. Supplier will only access Zynga computer systems and software to the extent contemplated by the parties and necessary to perform its obligations under these Terms. Supplier will only connect to Zynga systems through secured connections and will take such other measures as are reasonable to prevent the introduction of malicious code into Zynga’s systems, including notifying Zynga of any facts that give rise to a reasonable probability that the security of Zynga’s systems or a device used by Supplier to access those systems has been compromised.

7. Deliverables. To the extent that deliverables received by Zynga contain intellectual property developed prior to or apart from the Documents by Supplier or a third party, Supplier grants Zynga (including its affiliates and contractors working on Zynga’s behalf) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to that intellectual property as embodied in the deliverable. Otherwise, deliverables received by Zynga in the course of Supplier’s provision of services will become the sole and exclusive property of Zynga, and Supplier agrees to expressly and irrevocably assign to Zynga (and hereby does so assign and will ensure that Supplier’s employees, agents and contractors assign) all rights, title, and interest worldwide to all intellectual property rights embodied in the deliverables.

8. Acceptance. Supplier Product shall be subject to inspection and acceptance within thirty (30) days of receipt or such longer time as may be reasonable under the circumstances. Zynga may reject Supplier Product that, in its reasonable judgment, does not conform to the warranties and/or the description provided in any applicable Documents, and may in its sole discretion: (i) require Supplier to replace or repair rejected Supplier Product, or re-perform in the case of services, in a time period acceptable to Zynga; (ii) accept the defective Supplier Product with an adjustment in price; or (iii) return the defective Supplier Product for a full refund. Shipment or storage of rejected Supplier Product will be at Supplier’s expense. Payment for Supplier Product shall not be deemed an acceptance. Zynga’s acceptance of non-conforming Supplier Product shall not constitute a waiver of the right to reject future non-conforming Supplier Product.

9. Price and Payment. No Order or Invoice will be binding on Zynga unless it includes a term setting the price for the Supplier Product. The price stated on an Order or Invoice if no Order exists will be the total amount owing to Supplier for the contemplated use of all Supplier Product listed on the Order or Invoice if no Order exists (i.e., inclusive of all government fees and license fees).

10. Shipping. Deliveries shall be FCA Destination or, for international shipments, DDP (Incoterms 2010). Supplier will package, mark, and ship in a manner consistent with law and regulation and reasonably calculated to protect against the hazards of shipment and storage. Shipments will include itemized packing lists, and Supplier will provide such certifications and information as may be necessary for international shipments.

11. Modification and Cancellation. Supplier will negotiate in good faith regarding changes to the Documents requested by Zynga, limiting any price increase to amounts that reasonably reflect increased costs caused by the requested change. Zynga may cancel the Order or terminate the Transaction, in whole or in part, without liability, if Supplier: (i) fails to comply with any provision of the Documents; (ii) is insolvent or is at material risk of becoming insolvent prior to fully performing; (iii) merges with or is acquired by a third party; or iv) attempts to assign any of its rights or obligations under the Documents without prior written permission from Zynga. Zynga’s liability for other cancellations of the Order or termination of the Transaction will be limited to the reasonable non-recoverable out-of-pocket expenses timely incurred by Supplier directly allocable to Supplier’s performance under the Documents up to the date of cancellation, and Supplier will provide Zynga a reasonably detailed statement of such expenses within ten (10) days of Zynga’s notice of cancellation. Such reimbursement shall be Supplier’s sole and exclusive remedy for any termination of the Order or the Transaction. Zynga shall not be liable for any charges or costs arising out of commitments by Supplier for the acquisition of said materials and parts, or any other work performed hereunder in advance of the time necessary to meet the delivery schedules hereunder, unless Zynga has given its prior written consent to such advance commitments of work or the ordering of material.

12. Zynga Materials. Materials provided by Zynga to Supplier will be used only in relation to Supplier’s provision of the Supplier Product to Zynga, will remain the property of Zynga, and will be returned or destroyed (at Zynga’s election) upon fulfillment of the Order or completion of the Transaction to which they relate. ZYNGA PROVIDES THESE MATERIALS “AS IS,” DISCLAIMING ALL IMPLIED WARRANTIES.

13. Zynga Trademarks. Words, images, and sounds used by Zynga to indicate the origin of goods or services (“Zynga Trademarks”) will remain the sole property of Zynga. Supplier will make no use of Zynga Trademarks absent prior written authorization and will take no action that threatens to impair Zynga’s ownership of Zynga Trademarks or the associated goodwill.

14. Confidentiality. Information provided by Zynga that a reasonable industry participant would deem likely to be confidential, including information identified as confidential by Zynga at the time of transmission (“Confidential Information”) will be kept in confidence by Supplier and used only to the extent necessary for Supplier to perform in accordance with the Documents. Confidential Information does not include information which is (i) obtained by Supplier from the public domain; (ii) developed by Supplier without use of Zynga’s Confidential Information; or (iii) lawfully obtained by Supplier from a party other than Zynga. Supplier shall observe Zynga’s rules and policies relating to the security of Zynga’s premises when Supplier personnel are on site. Upon request from Zynga, Supplier shall certify in writing that Supplier has not retained any of Zynga’s Confidential Information.

15. No Publicity. Neither Supplier nor anyone on Supplier’s behalf will directly or indirectly, disclose (including, without limitation, through any press release, advertising, customer list, web page, blog or other promotional or marketing material of any kind) the existence or content of the Documents nor identify Zynga as a customer or partner or otherwise publicly use any Zynga name or trademark without Zynga’s express prior written consent.

16. Indemnification. Supplier shall defend and hold harmless Zynga (including its officers, directors, employees, agents, successors, subsidiaries, customers and assigns) (the “Indemnitees”) from and against demands, claims, suits, proceedings, liabilities and damages (including attorneys’ fees and costs) (“Claims”) asserted against any Indemnitee by third parties arising from or related to: (i) the acts or omissions of the Supplier (including its agents, employees, representatives, subcontractors or assigns) that cause injury to persons or damage to property, except to the extent directly due to Zynga’s own negligence or intentional misconduct or (ii) the alleged infringement of a third party’s proprietary rights through Zynga’s use as contemplated of Supplier Product. Zynga will provide timely notice to Supplier of Claims, but late notice will only relieve Supplier of its obligation to indemnify to the extent that it has been prejudiced by the delay. Supplier will control the defense of Claims, provided that Supplier will not settle or compromise Claims in a manner that does not fully discharge the Claims or that imposes any obligation on, or restricts any right of, Zynga without Zynga’s written consent.

17. Limitation of Liability. OTHER THAN FOR A SUPPLIER’S OBLIGATIONS TO INDEMNIFY OR A BREACH OF CONFIDENTIALITY, EACH PARTY WILL BE LIABLE TO THE OTHER ONLY FOR ACTUAL DIRECT DAMAGES (WAIVING, FOR EXAMPLE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) AND EACH PARTY’S TOTAL LIABILITY TO THE OTHER SHALL BE LIMITED TO THE TOTAL AMOUNT PAID OR PAYABLE TO SUPPLIER UNDER THESE TERMS FOR THE SUPPLIER PRODUCT TO WHICH THE LIABILITY RELATES.

18. Insurance. Supplier will maintain, at its sole expense, insurance coverage at levels sufficient to: (i) comply with any applicable laws which require Supplier to maintain insurance; (ii) support its liabilities under these Terms, including insurance covering Zynga property on Supplier’s premises and Supplier property and personnel (and acts committed thereby) on Zynga’s premises; and (iii) comply with any reasonable insurance requirements imposed upon Supplier by or on behalf of any owner of real property upon which Zynga’s premises may be located. All of the policies maintained by Supplier pursuant to subparagraph (ii) above shall be issued by insurance carriers rated at least A-V by the BEST Insurance Guide and shall name Zynga Inc. and its affiliates, and their respective officers, directors and employees, as Additional Insured, and the insurance afforded Additional Insured shall apply as primary insurance and no other insurance carried by any of them shall be called upon to contribute to a loss covered thereunder. Upon request, Supplier will provide proof of such insurance.

19. Employees. Persons performing services on behalf of Supplier for Zynga shall be considered Supplier’s employees or agents. Supplier shall be solely responsible for payment of government charges and obligations related to employment (such as unemployment, social security and payroll taxes) and will indemnify and hold harmless Zynga from any claim related to such person’s employment.

20. Relationship. The relationship between the parties is that of independent contractors (with no partnership, joint venture, or agency existing between them), and Supplier will take no action that creates a perception to the contrary.

21. Assignment. Supplier shall not assign the Documents nor delegate its performance without the prior written consent of Zynga. Zynga may assign the Documents or any portion thereof to a Zynga affiliate or successor.

22. Notices. Notices shall be in writing and sent to Zynga at the address listed above, to the attention of the Zynga contact listed on the Documents and “Legal Department – Notices.” Notices will be deemed effective: upon delivery, if made in person; three (3) days after being deposited in national carrier first-class mail, postage prepaid; and one (1) day after being deposited with a national or commercial carrier for overnight delivery.

23. Governing Law and Forum. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Documents. Disputes relating to the Transaction will be decided under the state and national law that is local to Zynga, without regard to that jurisdiction’s law on conflict of laws, and Supplier agrees to submit to the jurisdiction of (and accept the venue of) the courts local to Zynga. Such jurisdiction and venue shall be non-exclusive with respect to actions in equity or to protect intellectual property rights.

24. No Waiver. A breach may only be waived in writing and will not waive other or subsequent breaches.

25. Cumulative Remedies. The remedies provided herein are cumulative to further remedies provided by law or in equity.

26. Attorney’s Fees. The prevailing party to legal action arising out of the Transaction shall be entitled to recover reasonable attorneys’ fees and costs.

27. Severability. If a part of the Terms is held to be unenforceable, it will be severed from the Terms and be deemed replaced with a provision that captures as much of the parties’ original intent as is possible in an enforceable provision.

28. Survival. Provisions that by their nature extend beyond the termination of the Order or payment of the Invoice shall survive such termination, including, without limitation, Sections 4, 5, 12, 13, 14, 16, 17, and 18.

Exhibit A
Additional Country-Specific Terms