Purchase Order General Terms and Conditions

The following Terms and Conditions (the “Terms and Conditions” or “T&C”) are hereby incorporated as an integral part of the accompanying Purchase Order (the “PO“) to which they are attached and will apply by and between Viber Media S.à r.l. (“Viber“) and the supplier which is specified in the PO (the “Supplier“). Any references to Supplier will include any of its officers, directors, employees, consultants, agents, attorneys, accountants, advisors and representatives (“Representatives”). For the purpose of these T&C, each of Viber and the Supplier will be referred hereto as a “Party” and collectively as the “Parties“.

In case the Parties entered into an agreement which governs the subject matter of the PO, then said agreement shall prevail over these T&Cs.

Price and Payment: (a) The price for the goods and/or the services specified in the PO (the “Goods” and/or the “Services” together shall be referred to as the “Works“) shall be as set forth in the PO. (b) The price indicated in the PO (the “Consideration“) represents the full, final and exhaustive consideration and compensation to which Supplier is and/or may be entitled (including shipment and delivery) and Supplier shall not be entitled to claim or demand from Viber, and Viber is not obliged to pay any other consideration, compensation, payment or reimbursement of any kind whatsoever, for any reason whatsoever. (c) The Consideration shall be paid in US dollars, in monthly instalments, unless otherwise specified in the PO. Supplier shall provide Viber with a tax invoice for the Consideration, and Viber shall pay the relevant Consideration within sixty (60) days from the date of receipt of each invoice (d) Payment is subject to Viber’s acceptance of the Works supplied under the PO, to Viber’s satisfaction, and to fulfilling all of Supplier’s obligations under the PO and these T&C.
Delivery and Provision of the Works: (a) Delivery dates and/or the schedule for all Works supplied under the PO, as well as the shipping terms such as Incoterms (if applicable), shall be as indicated in the PO. Works should be delivered to the satisfaction of Viber, Supplier shall be required to perform any corrections and fixes if Works are not to Viber’s satisfaction, at no additional cost. Supplier shall provide Viber with periodic reports and updates on the activity performed by it and the progress of provision of Works, as required by Viber. (b) No exclusivity in the provision of Works is hereby granted to Supplier and Viber is free to engage or appoint any other person or entity for any services, including services of the same type as the Works. (c) Throughout the term of the applicable PO, Supplier shall not, without the prior written consent of Viber, enter into any contract or arrangement with any Competitor (as defined below) to provide, for or on behalf of such Competitor, Works that are similar in nature to the Works. “Competitor” means the following entities or brands: WhatsApp, Kakao Talk, Allo, Duo, Skype, Line, WeChat, Kik, Tango, Telegram, Snapchat, Facebook, QQ Mobile, Tiktok, or any other company not listed offering the same or similar services to these listed companies. (d) Supplier shall bear all risk for losses or damages to the Goods until their actual handover to Viber pursuant to the PO. (e) Without derogating from any right and remedy available to Viber under this PO and/or applicable law, in each event of late performance of any part of the Works under this PO, Viber will be entitled to receive from Supplier liquidated damages for delay in the amount of 1% of the PO total price for any day of delay in executing the Works or any part of it.
Conduct of Business: (a) Supplier shall: (i) conduct its business in such a manner that will reflect favorably on Viber and the Works; (ii) comply with any and all instructions and policies of Viber as may be provided to Supplier from time to time (including inter alia with any data security policies) (or any of Viber’s terms and policies available online to the extent they are applicable), and shall not engage in any conduct that is or may be detrimental to the reputation, character or standing of Viber; and (iii) not partake in any illegal, or morally or ethically questionable business practices. (b) Throughout the PO’s term, Supplier shall maintain each and every license, permit, approval or certification required in order to undertake its obligations under these Terms and Conditions and shall comply with all laws and regulations applicable to it. Supplier shall furnish to Viber upon its first request any certification, authorization and/or other documents required to show Supplier is meeting any applicable laws, including tax payments and levies which apply to Supplier. (c) None of the Supplier, any of its subsidiaries or, to the knowledge of the Supplier, any director, officer, or employee of the Supplier or any of its subsidiaries is a person who (i) is currently the subject or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”); or is directly or indirectly owned or controlled by any Person currently included on the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders List maintained by the U.S. Treasury Department’s OFAC, or similar lists managed by European Union, the United Kingdom or (ii) is directly or indirectly owned or controlled by any Person who is located, organized, or resident in a country or territory that is, or whose government currently is, the target of countrywide Sanctions imposed by any Sanctions authority, including Cuba, Iran, North Korea, Sudan, and Syria. (e) Since its inception, the Supplier has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any sanctioned country.
Representations: Supplier represents and warrants that: (a) in providing the Works under these Terms and Conditions, Supplier shall act in compliance with all applicable international, federal, state, county and municipal laws, rules and regulations in all respects; (b) it and its Representatives (i) possess the necessary skills, knowledge, experience, expertise and education required for the provisions of the Services and (ii) shall render the Works and otherwise fulfill Supplier’s obligations under these Terms and Conditions, faithfully, honestly, diligently, using the highest degree of professional standards; (c) the Works will be at the time they are provided to Viber: (i) free and clear of any defects in design, materials and/or workmanship or lack of conformity of any kind (including latent defects); (ii) provided in accordance with good industry practice (iii) free and clear of any and all pledges, mortgages, claims, attachments, liens, encumbrances or other interests of third parties of any nature whatsoever; (iv) comprised of high standard components and materials; (v) non infringing of any third party’s right (including any intellectual property right); (vi) new and not renewed and/or refurbished etc. in any manner; (d) any equipment, software of mobile device, e-mail address etc., if so provided to Supplier by Viber, are provided to Supplier for the sole purpose of providing the Works, and are subject to review of its content and/or use by Viber, and any information and/or data and/or media and/or content (“Content”) stored or conveyed through any of the above shall not be considered privately owned by Supplier, and Supplier relinquishes any claim and/or right for privacy over such Content to the extent permitted under applicable law; (e) The execution and consummation of these Terms and Conditions by Supplier, does not and shall not constitute any breach and/or violation of any other agreement, obligation or undertaking to which Supplier is a party and there is no impediment of any kind whatsoever preventing Supplier from fully complying with all of the provisions of these Terms and Conditions. Furthermore, in rendering its duties, the Supplier shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which it does not have a proprietary interest; (f) In case the Works include any use of generative artificial intelligence (“Gen AI”), the Supplier shall: (i) ensure that it has the appropriate policies and measurements in place to mitigate and reduce the risks associated with the use of Gen AI; (ii) prior to delivering the Works that were created (in whole or in part) by Gen AI system, run tests in order to ensure the integrity, accuracy, functionality and non-infringement of such Works; and – (iii) when delivering the Works to Viber the Supplier shall clearly indicate if a Gen AI system was used to create such Works or any part thereof and identify the Gen AI system(s) used and the relevant specific parts of the Works created by Gen AI, if possible.
Ownership: (a) Subject to Section 6 below, all rights, title and interest, including all intellectual property rights, in all Works, including without limitation deliverables, creative, authorship, design, texts, advertising, inventions, discoveries, product development, source and code, patents, trademarks, copyrights, or any breakthroughs, output, results and feedback made while providing or in connection with the Services, vest in Viber and/or its affiliates, as the case may be, free of any lien, pledge, mortgage, attachment, encumbrance or any other right of third party, and where applicable shall be regarded “works for hire”, upon the earlier of: (1) the payment for the Works by Viber, (2) the delivery of the Works to Viber. Supplier hereby irrevocably transfers and assigns to Viber all of Supplier’s right, title, and interest to the intellectual Property. Upon request of Viber and at its cost, Supplier will execute and deliver all documents or instruments and take all other action as the Viber may deem reasonably necessary to transfer all of Supplier’s right, title, and interest in any intellectual property to Viber; to vest in Viber good, valid and marketable title to such intellectual property; to perfect, by registration or otherwise, trademark, copyright and patent protection of Viber with respect to such intellectual property; and otherwise to protect the Viber’s trade secrets and proprietary interest in such intellectual property; (b) Supplier, upon fulfilment of all of the Works, represents that: (1) the Works were completed and all of Supplier’s obligations pursuant to the PO and these T&C have been fulfilled; (2) Supplier has provided to Viber all required documentation related to the Works; (c) Supplier will keep in its care materials entrusted to it by Viber (the “Property”). Supplier will mark or otherwise identify the Property as being the property of Viber and will be responsible for its safekeeping, and shall return the Property upon Viber’s first demand.
License: Unless mentioned otherwise in the PO, if the Works includes software components, to which an end-user license agreement applies, then notwithstanding Section 5 above, said software components shall be subject to the end-user license agreement accompanying the software components, provided that the end-user license agreement was approved by Viber in writing and in advance. Without the prior written approval of Viber, the Supplier will not include any open-source software components in the Works.
Confidential Information: In case the Parties executed a non-disclosure agreement, then notwithstanding anything to the contrary herein, the provisions of said non-disclosure agreement shall prevail. For purposes of these Terms and Conditions, “Confidential Information” is any and all information identified by either Party as “confidential” and/or “proprietary” or which, under the circumstances of its disclosure or by its nature, reasonably should be treated as confidential, including, but not limited to: (i) marketing, designs, layouts, sales data, customer information, and vendor information; (ii) information pertaining to business operations, budgets, financial information, market share data, end-user related information, and employee/HR information; and (iii) information received from others that the disclosing Party is obligated to treat as confidential. Neither Party shall disclose the other Party’s Confidential Information to any person (other than any officers, employees, agents, representatives, and advisors of the receiving Party who need to know for purposes related to these Terms and Conditions and who are bound by confidentiality obligations) without the express consent of the disclosing Party, and neither Party will make use of Confidential Information of the other Party except under these Terms and Conditions.
The confidentiality obligations set forth above shall not apply to: (i) any information that: (A) is or subsequently becomes available to the general public other than through a breach by the receiving Party; (B) is already known to the receiving Party before disclosure by the disclosing Party as can be proved by written records; (C) is developed through the independent efforts of the receiving Party without access to the Confidential Information as can be proved by written records; or (D) the receiving Party rightfully receives from a third party without restriction as to confidentiality or use; or (ii) any information that, in the reasonable opinion of the receiving Party’s counsel, is required or requested to be disclosed by the receiving Party pursuant to applicable law or order or by a court or governmental or administrative authority; provided that, unless prohibited by law, the receiving Party agrees to timely advise and consult with the disclosing Party prior to making such disclosure to allow the disclosing Party to seek a protective order or other appropriate remedy.
Non-Solicitation. During the term of engagement with Viber, and for twelve (12) months thereafter, Supplier shall not, directly or indirectly, for whichever reason (i) induce Viber’s or its affiliates’ employees to terminate their employment, or contract with Supplier or third parties, or knowingly assist third party to do so, and (2) call on, solicit, or take away, any customers or providers of Viber, whom Supplier became acquainted with during the period of his engagement with Viber.
Data Protection: (a) Supplier represents and warrants that it is currently, and shall be during the PO’s term, and has been at all times in the past twelve (12) months prior to the effective date of the PO, in compliance with all Privacy and Data Security Laws, which are defined as all applicable domestic and international privacy and data protection laws, rules, regulations, best practices and regulatory guidance relating to privacy, data security, cybersecurity and Personal Information or Personal Data both (as defined below) (collectively, the “Privacy & Data Security Laws“). “Personal Information” or “Personal Data” shall have the same meaning given to the same or similar term under applicable Privacy & Data Security Laws.
(b) In the event of a security incident related to any Viber data, Supplier shall promptly, but in any event not later than within twenty-four (24) hours of discovering the security incident at its expense: (i) notify Viber of the security incident and provide any related information which might be requested by Viber; (ii) immediately investigate the security incident and will cooperate in good faith with Viber in such investigation; (iii) take reasonable steps to mitigate the effects of the security incident; and (iv) perform any post-incident assessments as required by Viber. In the event of any disclosure or loss of, or inability to account for any Viber data (including Personal Information), Supplier shall be solely responsible for the costs of notifying Viber’s customers and/or taking any other steps to remediate the security incident. Further, Supplier shall assume all costs associated with a security incident (including breach notification, call centers, credit monitoring, regulatory enforcement, and litigation defense). Notice of any security incident shall be made to: legal@viber.com (c) Viber is entitled to log and monitor Supplier’s activities related to the Services provision, and on giving at least ten (10) days’ notice to the Supplier, to inspect or appoint representatives to inspect all facilities, equipment, documents and electronic data relating to the processing of Viber data (including Personal Information) by Supplier to audit that the Supplier is complying with its obligations hereunder. The requirement for notice shall not apply if Viber believes that the Supplier is in breach of any of its obligations hereunder.
Liability: UNDER NO CIRCUMSTANCES SHALL VIBER BE LIABLE TO SUPPLIER OR ANY THIRD PARTY UNDER ANY CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES UNDER ANY LEGAL THEORY WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. VIBER’S LIABILITY IN CONNECTION WITH THESE TERMS AND CONDITIONS SHALL AT ALL TIMES BE LIMITED TO THE CONSIDERATION DUE AND PAYABLE HEREUNDER.
Indemnification: Supplier shall indemnify, defend and hold harmless Viber, its parent, affiliates and subsidiaries, and their officers, directors, shareholders, employees and agents from and against any and all claims, actions, causes of action, demands, judgments, liabilities and/or losses arising out of or in connection with Supplier’s (or its employees’) performance under these Terms, including but not limited to violation of any of the Supplier’s representations and obligations hereunder; the promotion and use of the Viber’s Confidential Information; including, without limitation, claims for violation of right of publicity, right of privacy, any Privacy and Data Security Laws (as defined above) or any other proprietary right of a third party (collectively, the “Indemnified Claims”). Viber shall have the right to select legal counsel to defend any Indemnified Claims. In no event shall Supplier settle or compromise any Indemnified Claims without the prior written consent of Viber in each instance.
Export Control: Supplier shall comply with and adhere to all applicable export control laws and regulations in connection with this PO and the deliverables provided under it, including but not limited to commodities, software, technical data and/or codes. Supplier warrants that unless confirmed with Viber in writing and in advance, the Works are not subject to any export laws, restrictions, and regulations, including of the United States of America and United Kingdom or any other foreign agency or authority.
Term: (a) These Terms and Conditions shall become effective as of the effective date of the PO and shall continue to be in full force and effect for the term specified in the PO, and if no term is specified therein, then upon completion of the Works. (b) At any time during the PO’s term, Viber shall have the right to terminate the PO including these Terms and Conditions, upon a ten (10) days’ prior written notice to the Supplier; provided that in the event of a breach by Supplier of the PO or these Terms and Conditions, Viber may terminate the PO immediately without liability to Viber if the breach has not been cured within seven (7) days following Viber’s notice. (c) Upon termination of the PO and these Terms and Conditions for any reason, Supplier shall: (i) promptly deliver to Viber, all records, files, data, information and other property in its possession or under its control relating to Viber and its activities hereunder, (ii) surrender to Viber any online accounts handled by Supplier on behalf of Viber including required access keys; and (iii) shall immediately cease to use of the Viber name and /or logo or present in any manner any association between itself and Viber and shall promptly delete its use of any references to Viber or its previous position hereunder as may be requested of him by Viber. (d) Upon the termination of these Terms and Conditions, the Parties shall calculate the pro-rata sums due to be paid to Supplier for the relative term in which the Works were actually provided pursuant to these Terms and Conditions and, after deducting any amounts to which Viber may be entitled per Section 15 below, Viber shall pay the balance of the owed amount to the Supplier. Any provision of these T&C which expressly or by implication is intended to come into or continue in force on or after termination of the PO (in whole or part) will continue in force.
Supplier Code of Conduct: Supplier hereby acknowledges and agrees to adhere to the principles set forth in the Supplier Code of Conduct as may be revised by Viber from time to time, available at https://www.viber.com/en/terms/viber-supplier-code-of-conduct
Right to Setoff: Viber shall be entitled to deduct and/or offset any payment which it is entitled to receive from the Supplier under law or agreement, from any payment which is due or may be due at any time to Supplier under the PO. Supplier shall not be entitled to offset or delay any payment due to Viber unless agreed in writing by Viber.
Severability: Should it be determined by any court of competent jurisdiction that any provision of these Terms and Conditions is invalid, void or unenforceable for any reason, such provision will be severed from these Terms and Conditions and the remaining provisions shall continue in full force and effect without being impaired or invalidated, all to the end that the clear intention of the Parties be given effect.
Governing Law; Jurisdiction: These Terms and Conditions and any PO shall be governed by, interpreted and enforced in accordance with the laws of England and Wales, to the exclusion of any other law, without giving effect to its choice of law legislation. Any dispute in connection with these Terms and Conditions or any PO shall be settled amicably to the extent possible and shall otherwise be referred to the competent courts of London, United Kingdom.
Waivers: All waivers must be in writing. Any waiver or failure to enforce any provision of these T&C on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Amendments: No variation to the PO or to these T&C shall be binding unless agreed in writing between Viber and the Supplier.
Entire Agreement: These T&C constitute the entire agreement between Viber and Supplier and supersede any and all prior representations, agreements or understandings, whether oral or written, in connection with the Works delivered under the PO. All schedules and attachments to the PO constitute an integral part thereof.
Assignment: (a) Supplier shall not assign/transfer/pledge any of its rights or obligations under the PO without Viber’s prior written consent. (b) Viber may assign/transfer/pledge any of its rights or obligations under the PO without Supplier’s consent, provided that Suppliers’ rights hereunder shall not be prejudiced.
Relationship: It is hereby specifically agreed that: (i) the PO and these Terms and Conditions are made solely for the benefit of the Parties, and are not intended to benefit any third party or be enforceable by any third party; (ii) neither these Terms and Conditions and any PO, nor the actions, past, present or future of Supplier and/or its Representatives and/or Viber shall constitute a contract of employment, (iii) Supplier is an independent contractor and shall have no authority to make any representation or warranty nor to enter into any agreements on behalf of Viber; and (iv) no employer/employee, principal/agent or partnership or joint venture relationship exists between Viber and Supplier and/or its Representatives, in any respect whatsoever. Neither Party shall hold itself out to third parties in any manner contrary to this clause. Without derogating from the above, in the event that, for any reason whatsoever, any authorized body, including judicial body, determines that the relationship between Viber and the Supplier is such of an employer/employee, and as a result of this determination Viber shall be determined to pay any additional amount in addition to the Consideration under the Agreement, Supplier shall indemnify and hold Viber harmless against all payments to be made in accordance to such determination.
Notices. All notices and other communications required or permitted to be given hereunder shall be sent to each of the Parties at its address set forth above or by email to the following email addresses: if to Viber – legal@viber.com ; if to Supplier to the email address provided by Supplier as part of the vendor registration process at Viber. All communications shall be in writing and shall be deemed to have been duly given if sent by email to the email addresses specified herein, or if delivered personally with receipt acknowledged, or if sent by first class registered or certified mail or equivalent, return receipt requested, if available, postage paid, or commercial carrier (e.g. Federal Express or UPS).

Version Oct 2023