Zynga and Facebook’s Relationship Disclosed: It’s Complicated

Zynga has disclosed details of its very close partnership with Facebook as part of a 600-page-plus update to its original IPO document filed this afternoon with the Securities & Exchange Commission.

The document has a wealth of new information, but perhaps the juiciest part revolves around its “Developer Addendum,” which lays out its relationship with Facebook, which to say the least would be categorized as complicated.

For the first time, Zynga discloses that it has an ad revenue share deal with Facebook, in which Facebook sells ads shown next to Zynga games and pays Zynga an undisclosed split on a monthly basis. UPDATE: Facebook is clarifying today that it does not share revenue with Zynga
from ads that appear on the social network, but could in the future. More details here.

No doubt the document will be gone over with a fine-tooth comb by potential investors, investment bankers and lawyers to glean as much information as possible. [In another story, I write about Zynga’s list of investors, which includes Google.]

As the largest game developer on the social network, Zynga’s relationship with Facebook has been tense at times, but very little is actually known, other than that Zynga agreed to use Facebook’s currency in its games and in return will hand over 30 percent of its revenues when players purchase Credits within a game.

The document is massive, spanning dozens of pages that cover every subject from the ad revenue agreement to Zynga’s requirements around using Facebook Credits to the terms in which Zynga can sell gift cards and stricter exclusivity clauses surrounding games.

The language of one such clause reads: “[T]he Facebook Platform will be integrated into the Zynga Mobile Games and Zynga Properties and FB will be the sole and exclusive Social Platform …” Zynga has apparently committed exclusivity to Facebook for a certain list of covered games.

Many of the details remain elusive and are blacked out because of confidentiality, such as Zynga’s growth schedules.

For example, the document specifies that if Facebook helps Zynga meet certain growth expectations for a certain quarterly period, then exclusivity conditions will change starting the first day of the next quarterly period. How ambitious those growth expectations are, or what exclusives are being discussed is unknown.

A Zynga spokeswoman declined to comment.
Here’s the entire text from the amended S-1 filed today:

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF
1933, AS AMENDED.
Developer Addendum
This Developer Addendum (this “Addendum”) is effective as of May 14,
2010 (the “Effective Date”) and is made between Facebook, Inc. (“we”
or “us”) and Zynga Game Network Inc. (“you” or “your”). We and you are
sometimes referred to in this Addendum individually as a “party” and
collectively as the “parties”. The parties hereby agree as follows:
Recitals

A. We and you are parties to our then-current standard online
Statement of Rights and Responsibilities (together with all referenced
policies, terms and guidelines, including without limitation, the
online Developer Principles and Policies and the Facebook Credits
Terms, the “SRR”) which set forth the terms and conditions for your
use of Facebook. The SRR is located at
http://www.facebook.com/terms.php?ref=pf, or some other such URL
designated by us in writing;

B. As a high-volume user of Facebook, your use of Platform far
exceeds some or all of the thresholds in Section II.11 of the
Developer Principles and Policies;

C. You acknowledge that supporting your use of Facebook requires
significant operational, technical infrastructure, performance,
employee and financial resources. Accordingly, in order to be able to
continue to support your use of Facebook, we need to invest
significant additional resources to help ensure the continued
stability and reliability of our services.

D. You wish to assist us in our effort to help us provide our users
with a safe, secure, simple and efficient experience on Facebook. In
furtherance of such efforts, you agree to comply with the terms of
this Addendum and cooperate with us in our efforts to encourage the
adoption of Facebook Credits.

E. Accordingly, the parties mutually agree to the terms and
conditions of this Addendum. This Addendum supplements the SRR as set
forth herein.

F. Capitalized terms not defined in this Addendum or its Exhibits
have the meanings given to them in the SRR.
For mutual and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, we and you agree as follows:
Agreement
1. API. Subject to your continued compliance with this Addendum and
the SRR, during the Term, we will provide you with access to our
public APIs that we generally make available to all other developers.
For purposes of clarity, nothing herein obligates us to provide you
with access to any distribution channels (e.g., requests, bookmarks,
streams) for any Zynga Services or Covered Zynga Services.
2. Facebook Ad Units.
a. Implementation of Facebook Ad Units. Subject to the terms herein,
beginning on a date to be determined by us (the “Facebook Ad Unit
Launch Date”) and continuing for so long as we wish to utilize
Facebook Ad Units (defined below) during the remainder of the Term,
you will enable us to display advertising purchased by a third party
or other advertising purchased by us (“Content”) through an iFrame (or
some other functionality or technology that is mutually agreed upon by
the parties in writing) provided by us that shall appear on Zynga Game
Pages (and only Zynga Game Pages) on which you decide to implement
such iFrame (the “Facebook Ad Unit”) (all such Zynga Game Pages,
“Properties”).

1
We will provide you with ninety (90) days prior written notice in the
event that we elect to cease serving Content through Facebook Ad Units
for display on the Properties.
b. Conditions and Restrictions Relating to Facebook Ad Units. The
following conditions and restrictions apply to Facebook Ad Units on
Properties:
(i) Each Facebook Ad Unit you implement shall (1) appear on the right
hand side of the web page of all Properties so the user is not
required to scroll horizontally to see the Facebook Ad Unit, and (2)
be subject to and comply with the same dimension and substantially the
same position and placement requirements that we use for and apply to
third party advertisements placed on Canvas Pages as of the Effective
Date, as such dimension, positioning and placement requirements are
depicted and described in Exhibit F. You acknowledge and agree that we
will be the “executive producer” of all Facebook Ad Units.
Accordingly, and subject to Section 2.b (vii) below, you agree that we
will have sole control over the appearance, design, layout,
look-and-feel, Content (including adding, changing or removing
Content), advertisers whose Content appear within, features, and
functionality of all Facebook Ad Units and the methods and means used
to monetize Facebook Ad Units.
(ii) You must have and abide by an appropriate privacy policy. Your
privacy policy should also include information about user options for
cookie management.
(iii) You agree to comply with commercially reasonable specifications
provided by us from time to time to enable proper delivery, display,
tracking, and reporting of Content and to enable proper tracking and
reporting of impressions, clicks and other actions taken in connection
with Content.
(iv) You agree to direct to us, and not to any advertiser, any
communication regarding any Content displayed in connection with
Facebook Ad Units.
(v) You are solely responsible for the Properties, including all
content and materials, maintenance and operation thereof and the
proper implementation of our specifications. We are not responsible
for anything related to Properties except for the serving of Content
that appears in the Facebook Ad Units implemented on such Properties.
(vi) You will not (a) directly or indirectly generate impressions,
clicks, or any other user engagement with Content through any
automated, deceptive, fraudulent or other invalid means, including
through repeated manual clicks, the use of robots or other automated
tools or software; (b) modify or change in any way any Content; (c)
use any interstitial, pop-up windows, other intermediate steps or any
other technology or content which acts as a barrier to the transition
of a user from any Facebook Ad Unit to any web page or other location
accessed by an end user after clicking on any Content (“Page”); (d)
remove, minimize, frame, or otherwise inhibit the full and complete
display of any Page; (e) display any Content on any web page or web
site that contains pornographic, hate-related, violent or illegal
content; (f) redirect an end user away from any Page or provide a
version of any Page that is different from the page an end user would
access by going directly to the Page, intersperse any content between
the Content and the Page; or otherwise provide anything other than a
direct link from Content to a Page; (g) directly or indirectly access,
launch, and/or activate Content through or from any software
application, web site, or other means other than Properties and then
only to the extent expressly permitted by this Section 2.b(vii); and
(h) index, “crawl”, “spider” or in any non-transitory manner store or
cache information obtained from any Content. In addition, you will not
facilitate or encourage any of the foregoing. Notwithstanding anything
to the contrary herein, we acknowledge that you may offer users the
option to play games that are Covered Zynga Services in full screen
mode, so long as such option shall be presented to a user in a manner
that is not materially more prominent than the implementation of such
option on Covered Zynga Services as of the Effective Date and as
reflected in Exhibit G.
(vii) You agree not to display on the same web page on which any
Facebook Ad Unit or Content is displayed, any advertisement(s) or
content that an end user of any Properties would reasonably confuse

2
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
with one of our advertisements or otherwise associate with us (e.g.,
by utilizing our branding or using the same font or branding elements
used in the Facebook Ad Unit).
(viii) We will not serve any advertisement (A) for any Named Entity or
(B) that disparages you or (C) that contains pornographic,
hate-related, violent or illegal content, or (D) that contains
animation, in each case within any Facebook Ad Unit displayed on any
Properties. In the event we do serve any such advertisement described
in the foregoing (A) – (D), you will notify us and, as your sole and
exclusive remedy, we will promptly remove the advertisement, but in no
event within more than [*] following receipt of such notification. In
the event that we serve any Facebook Ad Unit that causes a material
degradation in or otherwise materially impedes the functionality of
any of your Properties, as your sole and exclusive remedy, you will be
entitled to remove the Facebook Ad Unit and you will notify us
immediately of such removal. You will reinstate the removed Facebook
Ad Unit within 12 hours of us notifying you that we have cured the
issue giving rise to the applicable material degradation or material
impediment.
(ix) We represent and warrant that, for the calendar month of April
2010, the average RPM for advertisements shown in connection with
Covered Zynga Services on your Canvas Pages is [*].
(x) [*] Notwithstanding the foregoing, we may allow advertisers to
choose not to place ads on your Properties or third party websites in
general. You acknowledge and agree that if we offer any third party
the ability to display advertising on its website as part of an
official advertising network using iFrames that are larger than the
Facebook Ad Unit, doing so shall not be deemed a breach of this
Section 2.(x), and we agree to offer you the same larger iFrame
format.
(xi) We will provide advertisement partner management support to drive
advertising revenue derived from Facebook Ad Units.
(xii) You acknowledge and agree that certain Content may, when clicked
upon or otherwise engaged with by a user, render or generate an
overlay, pop-up, or interactive functionality (collectively, an
“Overlay”), and you hereby agree not to block, inhibit, impede, or
interfere with the rendering, performance, or use of any such Overlay.
You acknowledge and agree that the rendering of an Overlay in and of
itself does not constitute a material degradation in, or a material
impediment of, the functionality of any of your Properties.
3. Fees.
a. Within 15 days of the end of each month of the Term you shall send
us a report that (1) identifies the specific Properties on which you
implemented the Facebook Ad Unit during the previous month and (2) the
number of Page Views generated during the previous month of all Zynga
Game Pages on which a Facebook Ad Unit was not implemented (“Monthly
Page View Count”).
b. Each month during the Term, for all Properties on which you
implemented, during the previous month, the Facebook Ad Unit, we will
pay you a percentage of Net Revenue (“Ad Share”) arising from such
Properties for the previous month. Such Ad Share will be [*].
Notwithstanding anything to the contrary in this Addendum, we shall
not be liable for any payment identified by us within [*] after the
date of such payment as having been based on: (a) any amounts which
result from fraud, invalid queries or invalid clicks or impressions on
Content generated by any person, bot, automated program or similar
device, as reasonably determined by us, including without limitation
through any clicks or impressions (i) originating from your IP
addresses or computers under your control, (ii) solicited by payment
of money, false representation, or request for end users to click on
Content, or (iii) solicited by payment of money, false representation,
or any illegal or otherwise invalid request for end users to complete
events; (b) Content delivered to end users whose browsers have
JavaScript disabled; (c) placeholder or transparent Content that we
may deliver; or (d) clicks co-mingled with a significant number of
invalid clicks described in (a) above, or as a result of any breach of
this Addendum by you for any applicable pay period. We reserve the
right to withhold payment or charge back your account due to any of
the foregoing pending our reasonable investigation of any of the
foregoing (provided that such investigation shall not exceed [*],

3
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
or in the event that an advertiser whose Content is displayed in
connection with Properties defaults on payment for such Content to us.
Our records and figures, as determined by us using our tracking
methodologies will be used to determine all Ad Share payments and will
govern in all circumstances.
c. For each month during the Term after the Facebook Ad Unit Launch
Date in which we served Content for display on the Properties, for all
Zynga Game Pages on which you did not, during the previous month,
implement the Facebook Ad Unit (other than as a result of the removals
made pursuant to Section 2.b(viii)), you will pay us an amount equal
to [*]. In no event shall the foregoing monthly payment exceed [*] for
any given month. Each payment made by you pursuant to this Section 3.c
will be accompanied by a detailed report verifying amounts paid and
the manner in which payments were calculated. Each such report shall
include such categories of data and level of detail as mutually agreed
upon by the parties. Within fourteen (14) days of the date of any
written request by us, you shall verify and certify in a writing
signed by one of your senior executives your compliance with your
payment obligations under Section 3.c. We may request any such
certification no more than once each quarter during the Term.
d. Each month during the Term, you shall have the right, but not the
obligation, to display Facebook Ad Units on game-related forums and
game related web pages that are owned and operated by Zynga or its
Affiliates that are not Zynga Game Pages. Your display of Facebook Ad
Units on any other web pages that are not Zynga Game Pages shall be
subject to our prior written approval on a case by case basis (which
we may withhold at our sole discretion). For the sake of clarity, in
the event that Facebook Ad Units are displayed on any such web pages,
the provisions of Sections 2, 3.a and 3.b shall apply.
e. Each payment made by us pursuant to Section 3.b will be accompanied
by a detailed report verifying amounts paid and the manner in which
such amounts were calculated. Each such report shall include such
categories of data and level of detail as mutually agreed upon by the
parties. Within fourteen (14) days of the date of any written request
by you, we shall verify and certify in a writing signed by one of our
senior executives our compliance with our payment obligations under
Section 3.b. You may request any such certification no more than once
each quarter during the Term.
4. Implementation of Facebook Credits.
a. Implementation of Facebook Credits in Covered Zynga Services. You
shall begin implementing (and you shall cause your Affiliates to begin
implementing) Facebook Credits in all Covered Zynga Services
commencing on the Implementation Start Date set forth in Exhibit B for
each such Covered Zynga Service. You shall complete implementation
(and you shall cause your Affiliates to complete implementation) of
Facebook Credits in all Covered Zynga Services by no later than the
Exclusivity Start Date set forth in Exhibit B for each such Covered
Zynga Service. Within thirty (30) days after the Effective Date, the
parties will mutually agree on a detailed written implementation plan
that is consistent with the dates set forth on Exhibit B
(“Implementation Plan”); provided, however, you acknowledge and agree
that any failure by the parties to agree on the Implementation Plan
will not affect or reduce any of your obligations under this Addendum
including, without limitation, your obligations under Section 4.b. The
Implementation Plan may only be accelerated upon mutual agreement of
the parties. Notwithstanding anything to the contrary in this
Addendum, you acknowledge and agree that we reserve the right to slow
down the pace at which you implement Facebook Credits in any or all
Covered Zynga Services by pushing back the Exclusivity Start Dates or
the staging set forth in the Implementation Plan, with the
understanding that the Exclusivity Start Date for each such Covered
Zynga Service will be extended by the number of days by which we
extend the staging of the implementation of Facebook Credits. Except
as set forth in the foregoing sentence, any changes to Exhibit B must
be mutually agreed upon by the parties in writing. Without limiting
Section 4.b. of this Addendum, once you (or your Affiliates) begin
implementing Facebook Credits in any Covered Zynga Service, you shall
not (and you shall cause your Affiliates not to) remove Facebook
Credits from such Covered Zynga Service unless we request otherwise in
writing. Notwithstanding anything to the contrary in this Addendum,
you acknowledge and agree that, no more frequently than [*] (the
“Removal Cap”), we may request you (or any of your Affiliates) to
remove Facebook Credits from, and to cease using Facebook Credits in
connection with, any

4
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Covered Zynga Services at any time at our sole discretion upon written
notice to you, and you shall comply with (and you shall cause your
Affiliates to comply with) each such request within [*] of any such
request. In the event of any request by us to remove Facebook Credits
completely from any Covered Zynga Services, Section 4.b shall no
longer apply to such Covered Zynga Service, and you shall be entitled
to use any alternative Payment Method in place of Facebook Credits,
until the date on which we instruct you in writing to once again
include Facebook Credits in such Covered Zynga Service(s), which we
may do at our sole discretion, at which point Section 4.b will once
again apply in full force and effect to said Covered Zynga Service(s)
within twenty four (24) hours of such instruction being made.
Notwithstanding anything to the contrary herein, you acknowledge and
agree that the Removal Cap shall not apply to any requests by us for
you to remove Facebook Credits from any Covered Zynga Services for
breaches or violations by you (or any of your Affiliates) of this
Addendum or the SRR.
b. Facebook Credits Exclusivity for Covered Zynga Services.
(i) You acknowledge and agree that Facebook Credits will be the sole
and exclusive Payment Method that is used, accepted or otherwise made
available on or in connection with all Covered Zynga Services during
the Term. Subject to Section 4.a, this exclusivity obligation will
commence with respect to each of the Covered Zynga Services set forth
in Exhibit B on the Exclusivity Start Date set forth therein and will
continue for the remainder of the Term for so long as such Covered
Zynga Service remains a Covered Zynga Service. For each Covered Zynga
Service that is created after the Effective Date or offered or
otherwise made available to any third party for the first time after
the Effective Date, the exclusivity obligations set forth in this
Section 4.b. will commence for such Covered Zynga Service on the date
such Covered Zynga Service is first offered or otherwise made
available (or some other date as mutually agreed by you and us by way
of a written amendment to this Addendum) and will continue for the
remainder of the Term, provided that in the event that you acquire a
Covered Zynga Service from a third party (whether by merger, stock
purchase, asset acquisition or otherwise), you will provide us written
notice thereof, and the exclusivity obligations set forth in this
Section 4.b will commence for such Covered Zynga Service on that date
that is [*] after the closing date of the applicable transaction.
Within fourteen (14) days of the date of any written request by us,
you shall verify and certify in a writing signed by one of your senior
executives your (and your Affiliates’) compliance with the terms of
this Section 4.b. We may request such certification no more than once
per each quarter of the Term.
(ii) Notwithstanding anything to the contrary in Section 4.b(i), the
parties acknowledge and agree that Section 4.b(i) shall be subject
only to the following limited exceptions set forth in this Section
4.b(ii):

(1)
If, for any individual Covered Zynga Service, Facebook Credits cannot
be used by users of such Covered Zynga Service (an “Impacted Covered
Zynga Service”) for a period of [*] due to a technical error and such
inability to use Facebook Credits is not caused by any acts or
omissions of you or any of your Affiliates or the systems or
technology of you or any of your Affiliates (such [*] outage a
“Facebook Credits Outage”), as your sole and exclusive remedy, you
shall notify us of the Facebook Credits Outage by sending a screenshot
of the outage via email to an email address designated by us to enable
us to verify the Facebook Credits Outage, and, beginning on [*] and
continuing only for so long as Facebook Credits cannot be used by
users of an Impacted Covered Zynga Service due to such Facebook
Credits Outage, you may use any alternative Payment Method in place of
Facebook Credits (a “Substitute Payment Method”) to complete purchases
made by users within all Impacted Covered Zynga Services. You shall
replace the Substitute Payment Method with Facebook Credits within [*]
following your receipt of notice (email acceptable) from us that
Facebook Credits is capable of being used (such notice, the
“Replacement Notice”); provided, however, if you are unable to do so
within such time period, you will notify us (email acceptable) and you
shall complete such replacement within [*] of your receipt of the
Replacement Notice during normal business hours, and within [*] of
your receipt of the Replacement Notice outside of normal business
hours. You shall comply with the requirements set forth herein for
each Facebook Credits Outage that occurs. The messaging you display or
send to users related to Facebook Credits Outages shall be subject to
our prior review and written approval, not to be unreasonably withheld
or delayed,

5
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
provided that you may display or send to users any messaging that is
substantially similar to messaging already approved by us in
accordance with this Section 4.b.(ii)(1) without seeking our prior
review and approval. Such messaging may only be displayed to users of
the Impacted Covered Zynga Service who have attempted or are
attempting to make a purchase while a Facebook Credits Outage is
occurring and who experience the Facebook Credits Outage.

(2) You may use a Payment Method that is not Facebook Credits to
complete purchases made within Covered Zynga Services by users of such
Covered Zynga Services that reside in any country in which we
prohibit, pursuant to the SRR, residents of such country to purchase
Facebook Credits from us (a “Restricted Country”). In the event we
remove any such prohibition, without limiting Section 4.b(i), you will
use Facebook Credits as the sole and exclusive Payment Method for
purchases made by users of Covered Zynga Services that that reside in
any Restricted Country in accordance with Section 4.b(i) above within
thirty (30) days of receipt of written notice from us.

(3) Notwithstanding anything to the contrary in Section 4.b(i):

(a) Your Gift Cards. Subject to the terms herein, we acknowledge
that your distribution of Gift Cards [*] is not a violation of Section
4.b(i), provided that all Gift Cards that are redeemable on Covered
Zynga Services may be redeemed only for Facebook Credits.
As used herein, “Gift Card(s)” mean a stored value gift card that is
redeemable on Covered Zynga Services and/or Other Zynga Services.
Subject to Section 4.b(ii)(3)(d) below, to enable you to use Gift
Cards as a Payment Method for Facebook Credits in Covered Zynga
Services in accordance with this Section 4.b(ii)(3)(a), we will sell
you Facebook Credits [*]. You shall then resell to users [*] in
transactions using such Gift Cards on Covered Zynga Services. You
assume all risk of loss for and shall be solely responsible for, all
fraud, returns, refunds, reversals, fines, chargebacks and other such
fees arising from or relating to the resale by you of Facebook Credits
pursuant to this Section 4.b(ii)(3)(a) or Section 4.b(ii)(3)(b).
For the avoidance of doubt, this Section 4.b(ii)(3)(a) is not intended
to and shall not preclude you from offering and redeeming Gift Cards
that are redeemable only on Other Zynga Services [*].

(b) Permitted Third Party Payment Options. In the event we do not
offer, and only until such time as we begin to offer, Wire Transfers
or any of the payment options set forth on Exhibit D hereto
(“Permitted Third Party Payment Options”) as a Payment Method for
Facebook Credits, we will allow you to offer within Covered Zynga
Services such Permitted Third Party Payment Option to end users
directly for the sole and exclusive purpose of enabling such end users
to purchase Facebook Credits from you using such Permitted Third Party
Payment Option; provided, however, you acknowledge and agree that Wire
Transfers may be used solely to complete individual purchases from you
of Facebook Credits that are in excess of [*].
Subject to Section 4.b(ii)(3)(d) below, if applicable, to enable you
to use Permitted Third Party Payment Options as a Payment Method for
Facebook Credits in Covered Zynga Services in accordance with this
Section 4.b(ii)(3(a), we will sell you Facebook Credits [*] which you
shall then resell to users [*] using Permitted Third Party Payment
Option. We agree that we will, within a commercially practicable time
period, implement and maintain a high volume mechanized process in
order to implement the applicable provisions of this Section
4.b(ii)(3)(b). We acknowledge that use of Permitted Third Party
Payment Options in accordance with this Section 4.b(ii)(3)(b) is not a
violation of Section 4.b(i). As used herein, “Wire Transfer” means a
same day irrevocable electronic transfer of funds between banks by
electronic means.

6
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Notwithstanding anything to the contrary herein, you acknowledge and
agree that we may restrict or limit your ability to offer or use
Permitted Third Party Options to the extent we reasonably believe
necessary to prevent or respond to fraudulent activity or money
laundering, or as required by law.

(c) [*].

(d) Zynga In-Game Currency. We acknowledge and agree that (i) you
are entitled to use Zynga In-Game Currency in accordance with this
Addendum and all applicable laws, provided that to the extent Zynga
In-Game Currency is sold or purchased in or in connection with Covered
Zynga Services, such Zynga In-Game Currency must be sold and purchased
via Facebook Credits and will be subject to Section 4.b(i); (ii) your
continued use of Zynga In-Game Currency in Covered Zynga Services in
accordance with this Addendum during the Term is not a violation of
Section 4.b(i); and (iii) we will not require you to denominate items
sold in Covered Zynga Services in Facebook Credits (for purposes of
clarity, and subject to Section 4.b(ii), Zynga In-Game Currency used
in Covered Zynga Services must be purchasable using Facebook Credits
only). “Zynga In-Game Currency” means any currency that is developed
and maintained solely by or on behalf of you and offered solely by you
or any of your Affiliates. For purposes of clarity, no third party
currencies will be Zynga In-Game Currencies. You acknowledge and agree
that each Zynga In-Game Currency that is used in a Covered Zynga
Service: (a) may not be used in any other Covered Zynga Service, with
the exception of experience points that are earned only through game
play and are not purchased with any Payment Method; (b) may not be
converted into or redeemed for any other Zynga In-Game Currency or any
other currency including, without limitation, cash, any cash
equivalents, or the experience points described in (a) of this
subsection; (c) may not be given by a user to another user within any
Covered Zynga Services, provided that the limitation in this
subsection (c) shall not apply to the winning and losing of poker
chips in a poker game play or to any gift that is not deducted from
the gifting user’s balance; (d) may not be used or accepted by any
third party. For purposes of clarity, experience points described in
Section 4.b(ii)(3)(d) of this section are subject to subsection (b),
(c) and (d) of this Section 4.b(ii)(3)(d).

(e) Special Provisions Related to Reselling Facebook Credits. You
acknowledge and agree that: (i) you shall not resell any Facebook
Credits other than those purchased from us pursuant to and resold in
accordance with Sections 4.b(ii)(3)(b) or 4.b(ii)(3)(c); (ii) you must
segregate all Facebook Credits that you purchase from us to resell to
users from all other Facebook Credits you receive from users and
redeem with us; and (iii) at our sole discretion, Facebook Credits
that are resold by you may move directly from us into the applicable
user’s account and may never be stored by you.

(f) Co-Marketing. We acknowledge and agree that you have the right
to issue up to [*] of the value of your paid Zynga In-Game Currency
per Covered Zynga Service per month through advertising co-marketing
relationships with third parties.

(g) Payment Terms for Facebook Credits Resold by You. There will be
[*] payment periods [*] for all Facebook Credits sold by you pursuant
to Section 4.b(ii)(3)(a) or Section 4.b(ii)(3)(b): [*]. You will pay
out to us for each period within [*] days after the end of each
period.

(4) The amount of the service fee described in the Facebook Credits
Terms that we charge to you at any given time to redeem Facebook
Credits shall be [*].

(5) Section 4.b shall not apply to Payment Methods used, accepted or
otherwise made available to sell physical goods that are not Payment
Methods.

7
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
5. Other Agreements. The parties acknowledge and agree to the following:
a. Intentionally Left Blank.
b. The parties will engage in the activities described on Exhibit H
regarding operational requirements that are necessary to implement
Facebook Credits.
c. On a mutually agreed upon date after the Effective Date, the
parties shall issue a joint press release, with the wording of such
press release to be mutually agreed to by the parties in writing (the
“Press Release”). Except as expressly set forth in this Section 5.c,
neither party will make any press release regarding the terms of this
Addendum without the prior written approval of the other party,
provided that to the extent such disclosure is required by law, rule,
regulation, or governmental or court order, the party requesting
disclosure will furnish the counter-party with sufficient time to
address such request with any such governmental agency and seek
confidential treatment.
d. We will not [*] to the extent such efforts are permitted under the
SRR in effect as of the time of collection unless any such actions are
generally applicable to developers or required by law.
e. We acknowledge and agree that you are entitled to promote Other
Zynga Services from within Covered Zynga Services.
f. We acknowledge and agree that the Excluded Zynga Games shall not be
considered Covered Zynga Services for the purposes of this Addendum,
provided that in the event that any of the following Excluded Zynga
Games on [*] access or use the Facebook API, then such game shall
become a Covered Zynga Service for the purposes of this Addendum: [*]
6. Operating Guidelines. Without limiting any of our rights under the
SRR, in an effort to minimize the strain you place on our systems,
from time to time we may, at our sole discretion, establish
restrictions or operating guidelines and procedures governing your use
of Facebook provided such guidelines and procedures are generally
applicable to other developers (collectively, “Operating Guidelines”).
All Operating Guidelines will be provided to you in writing, will be
effective thirty (30) days after the date provided, and may be changed
by us at our sole discretion upon thirty (30) days prior written
notice to you. You shall comply with (and to cause your Affiliates to
comply with) all Operating Guidelines, and you acknowledge and agree
that a material breach by you or any of your Affiliates of any
Operating Guidelines will be deemed a material breach by you of the
SRR and this Addendum.
7. SRR. You acknowledge and agree that your use of or access to
Facebook (including, without limitation, your use of Facebook Credits)
shall be subject to the SRR and you hereby agree to comply with (and
to cause your Affiliates to comply with) the SRR. This Addendum is
part of and is hereby incorporated by this reference into the SRR. In
the event of a conflict between the SRR and this Addendum, this
Addendum shall govern to the extent of the conflict. Except as
supplemented or expressly modified by this Addendum, the SRR shall
remain unmodified and in full force and effect and you hereby ratify
your obligations thereunder. Any changes made by us to the SRR [*].
The definition of “application(s)”, “data”, “information” and
“content” in the SRR will not apply to any uses of such terms in this
Addendum, and solely in this Addendum. For purposes of clarity, you
acknowledge and agree that the foregoing shall not modify the meaning
of such terms as they apply to the SRR or your obligations with
respect to data, content, and information as defined in the SRR and
pursuant to the SRR. Unless defined otherwise or noted herein, all
definitions included in the SRR will apply to this Addendum. The
definitions in Exhibit A shall apply to the terms of this Addendum
only, and shall not modify such terms as used in and as they apply to,
the SRR.
8. Term; Termination.
a. This Addendum shall commence on the Effective Date and shall
continue for five (5) years after the Effective Date (the “Term”),
unless terminated earlier in accordance with this Addendum.

8
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
b. Either party may terminate (without penalty to the terminating
party arising from such termination) this Addendum or the SRR upon
written notice to the other party if the other party materially
breaches any term of this Addendum or materially breaches or
materially violates any term or provision of the SRR and such party
fails to cure any such breach or violation within 30 days of receipt
of written notice of such breach from the non-breaching party (such
thirty (30) day period, the “Breach Cure Period”). You acknowledge
that if any such breach or violation by you is a breach or violation
of any term or provision of the SRR or Addendum relating to the
storing, caching, deletion, transferring, acquiring, disclosing,
selling or displaying of user data or is a violation of any term or
provision of the SRR that requires you to comply with applicable laws,
then we may, in addition to our termination remedy, at our sole
discretion, cease providing you with access to Facebook (including,
without limitation, our APIs) during the Breach Cure Period, provided
that [*] in a good faith attempt to resolve the issue that gave rise
to such breach, provided, further if [*], we may so notify your
General Counsel via email and thereafter and immediately cease
providing you with access to Facebook (including, without limitation,
our APIs).
c. Within two (2) days after a party’s receipt of notice of a breach
or violation described in Section 8.b the appropriate parties
identified on Exhibit E will meet in person to attempt in good faith
to resolve the issue that gave rise to the breach (“Level 1
Escalation”). If the parties are unable to resolve such issue via the
Level 1 Escalation within five (5) days after such issue was referred
to Level 1 Escalation, then senior executives of the parties will meet
in person to attempt in good faith to resolve the issue that gave rise
to the breach (“Level 2 Escalation”). If the parties are unable to
resolve such issue via the Level 2 Escalation, then the CEOs of the
parties will meet in person to attempt in good faith to resolve the
issue that gave rise to the breach (“Level 3 Escalation”). A party may
only terminate this Addendum if the parties have been unable to
resolve the issue via the Level 3 Escalation within thirty (30) days
of written notice of the breach. Any deletion by you (or your
Affiliates) of your account (or the accounts of your Affiliates) or
any disabling by you (or any of your Affiliates) of any Covered Zynga
Services will not limit or affect your obligations under this
Addendum.
(i) In the event that either party: (i) becomes insolvent; (ii) files
a petition in bankruptcy or reorganization or has such a petition
filed against it (and fails to lift any stay imposed thereby within
sixty (60) days after such stay becomes effective); (iii) has a
receiver appointed with respect to all or substantially all of its
assets; (iv) makes an assignment for the benefit of creditors; (v)
ceases to do business in the ordinary course; or (vi) takes any
corporate action for your winding-up, dissolution or administration,
the other party may terminate this Addendum immediately upon written
notice.
d. Sections 7, 8(c), 8(e) (for the time period set forth therein), 9
and 10 shall survive the early termination or natural expiration of
this Addendum. In addition to the foregoing, in the event of any
termination of this Addendum or the SRR by us pursuant to this
Addendum, Sections 2, 3 and 4 shall survive any such early termination
for 5 years after the Effective Date if we so choose at our sole
discretion, provided that in such event we will continue to provide
you with access to Facebook to the extent necessary to enable
performance of the obligations set forth in such Sections.
e. Transition Services. In the event of any termination by you due to
a breach of this Addendum by us, and provided you are not in breach of
this Addendum or in violation of the SRR, the parties shall operate
under the following guidelines for no more than [*] following the
effective date of such termination (the “Transition Period”)
(i) We shall continue to provide you with access to the APIs in
accordance with this Addendum.
(ii) You shall continue to abide by the terms of this Addendum.
9. Confidentiality. “Confidential Information” means the existence of
this Addendum, the specific terms of this Addendum, any information,
data, or other materials provided by one party to the other in the
course of discussions and negotiations relating to this Addendum. In
addition, Confidential information means any information, data or
other materials provided by one party to the other under or in
connection with this Addendum that is (a) clearly and conspicuously
marked as “confidential” or with a similar

9
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
designation; (b) is identified by the disclosing party (“Discloser”)
as confidential and/or proprietary before, during, or promptly after
presentation or communication; or (c) is disclosed in a manner which
the Discloser reasonably communicated, or the receiving party
(“Recipient”) should reasonably have understood under the
circumstances that the disclosure should be treated as confidential,
whether or not the specific designation “confidential” or any similar
designation is used. Except with the prior written consent of the
disclosing party, neither party shall (i) use or disclose any
Confidential Information other than (A) to employees and contractors
who have a need to know and any disclosure to contractors may only be
to contractors who have signed a non-disclosure agreement to protect
the confidential information of third parties, (B) the terms of this
Addendum to investors or potential investors in connection with the
sale of such party’s securities, including any disclosure required by
state or federal securities laws, pursuant to an agreement imposing
confidentiality obligations substantially similar to those set forth
herein (except as prohibited or otherwise required by state or federal
securities laws)or (C) the terms of this Addendum to acquirors or
potential acquirors and their advisors in connection with a Change of
Control of such party, pursuant to an agreement imposing
confidentiality obligations substantially similar to those set forth
herein or (ii) make copies or allow others to make copies of such
Confidential Information except as is necessary for internal business
purposes. In addition, nothing in this Agreement shall prohibit or
limit either party’s use or disclosure of information (a) previously
known to it without obligation of confidence (excluding, for clarity,
any information, data, or other materials provided by one party to the
other in the course of negotiations relating to this Agreement); (b)
independently developed by or for it without use of or access to the
other party’s Confidential Information; (c) acquired by it from a
third party which is not under an obligation of confidence with
respect to such information; (d) which is or becomes publicly
available through no breach of this Addendum; or (e) is required to be
disclosed by operation of law, court order or other governmental
demand. Notwithstanding the foregoing provisions, any disclosure made
by you to your investors as of the Effective Date, Board members, or
advisors prior to the execution of this Addendum shall not be deemed
to be a breach of this Section 9. The parties acknowledge and agree
that the Press Release will not be deemed a breach of this Section 9.
10. General. Your obligations under this Addendum shall apply in the
Territory. You will cause all of your Affiliates to comply with this
Addendum, and you will be liable for any failure of any of your
Affiliates to comply with this Addendum. You will not, and you will
cause all of your Affiliates not to, allow or enable any third party
to engage in any activity that violates, contravenes, or is
inconsistent with the terms Addendum. This Addendum supersedes any
other prior or collateral agreements, whether oral or written, with
respect to the subject matter of this Addendum. This Addendum
(including the SRR and the Exhibits attached to this Addendum) sets
forth the entire understanding and agreement between the parties with
respect to the subject matter of this Addendum. This Addendum may be
amended only in a writing signed by both parties; provided, however,
for clarity, and notwithstanding anything to the contrary in this
Addendum, nothing in this Addendum restricts our right to change,
modify, or amend the SRR or any aspect thereof in accordance with its
terms. Capitalized terms that are not defined herein shall have the
meaning assigned to them in Exhibit A. This Addendum shall be
construed as if jointly drafted by the parties. The parties are
entering this Agreement as independent contractors, and this Addendum
will not be construed to create a partnership, joint venture or
employment relationship between them. This Addendum will not be
effective unless and until signed by both parties. You may not assign
or otherwise transfer your rights or obligations under this Addendum
without the prior written permission of us except in the event of a
Change of Control where the assignee agrees to be bound by the terms
of this Addendum.
IN WITNESS WHEREOF, this Addendum has been duly executed by the
parties as of the Effective Date.

Facebook, Inc. Zynga Game Network Inc.
BY: [*] BY: [*]
NAME: [*]

NAME: [*]

TITLE: [*]

TITLE: [*]

DATE: [*]

DATE: [*]

10
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Exhibit A
Certain Definitions
“Affiliate(s)” means, as to a party hereto, any Downstream
Affiliate(s) or any Internal Reorg Affiliate(s)
“Average RPM” means the average total ad revenue earned by us per
every 1000 Page Views for advertising inventory displayed on the top
twenty (20) most trafficked third party social games on which our
advertising inventory appears, as calculated based on data maintained
by us.
“Canvas Page(s)” means a page on www.facebook.com where the majority
of the content of such page is provided by a developer.
“Change of Control” means a third party acquires, directly or
indirectly, through merger, stock purchase, or otherwise: (i)
beneficial ownership of more than fifty percent (50%) of the voting
power of the issued and outstanding shares of you, (ii) the ability to
nominate a majority of your board of directors, or (iii) all or
substantially all of your assets.
“Cost of Goods Sold” means [*].
“Covered Zynga Services” means all Zynga Services where (a) such Zynga
Services are accessing or using any aspect of Facebook or (b) such
Zynga Services utilize, incorporate, or contain any Facebook Data.
“Downstream Affiliate(s)” means, as to any party hereto, any
corporation, firm, partnership, person or other entity, whether de
jure or de facto, directly or indirectly controlled by such party,
where “control” means (a) beneficial ownership of greater than fifty
percent (50%) of the equity interests in such entity (based on either
economic ownership or voting power) or (b) the possession, directly or
indirectly, of the power to independently direct or cause the
direction of the management and policies of an entity, whether through
the ownership of a voting equity interest, by contract or otherwise.
“Exclusivity Start Date” means the date on which the obligations in
Section 4.b(i) of this Addendum begin applying to each of the Covered
Zynga Services, as such dates or the process for determining such
dates are set forth in Exhibit B or Section 4.b(i) of this Addendum.
“Excluded Zynga Games” mean the current (as of the Effective Date) and
successor versions of the following (and only the following) games on
[*], provided the successor version of any such game (i) is branded
and offered under the same product name as the original version (i.e.,
a future successor version of [*] must be branded and offered as [*])
and (ii) uses substantially the same game play mechanics and user
experience as the original version: [*].
“Facebook” means the products, services and technology we make
available, including, without limitation, through (a) the website at
www.facebook.com and any other Facebook branded or co-branded websites
(including sub-domains, international versions, widgets, and mobile
versions); (b) the Platform; and (c) other media, software (such as a
toolbar), devices, or networks now existing or later developed.
“Facebook Data” means all data or information (including, without
limitation, data or information received from or about Facebook Users)
you or any of your Affiliates receive or received directly from or
through Facebook (including, without limitation, any data or
information that you or any of your Affiliates knowingly receive or
received directly from a third party that received, directly, such
data or information from or through Facebook), or any data or
information derived therefrom (including, without limitation, data or
information that can be reversed engineered to data or information
that you received from or through Facebook). By way of example only,
and without limitation, a friend list that originated from or through

11
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook would constitute Facebook Data and your use of such friend
list would result in all Zynga Services containing, incorporating, or
utilizing such Facebook Data being a Covered Zynga Service. For
purposes of clarity and illustration (but without limitation), the
utilization, incorporation or containment of the following
game-derived data for a user in a Zynga Service would not constitute
Facebook Data and would not, in and of itself, cause such Zynga
Service to be deemed a Covered Zynga Service: such user’s experience
points with you, any of your virtual goods purchased by such user, and
the game level achieved by such user in your game.
“Facebook Credits” means any of our Payment Methods we elect to make
available at our sole discretion.
“Facebook User” is a human user of any aspect of Facebook.
“Implementation Start Date” means the date on which you and your
Affiliates must begin implementing Facebook Credits in each of the
Covered Zynga Services, as such dates are set forth in Exhibit B and
may be changed in accordance with this Addendum.
“Internal Reorg Affiliate(s)” means, as to any party hereto, any
Downstream Affiliate(s) of any direct or indirect parent or successor
of such party (whether such parent or successor shall be a
corporation, firm, partnership, person or other entity), whether de
jure or de facto, that arises in connection with any reorganization of
such party (whether by sale of all or substantially all of the assets,
merger, consolidation or otherwise) in which (a) a majority of the
members of the board of directors of such party prior to such
reorganization represent a majority of the members of the board of
directors of such parent or successor following the reorganization, or
(b) the holders of shares or other ownership interests of such party
prior to the reorganization continue to hold at least a majority of
the shares or other ownership interests (based on either economic
ownership or voting power) of such parent or successor following the
reorganization.
“Named Entity” individually and collectively means the social game
properties owned by the companies identified in Exhibit C. Once each
quarter during the Term or more frequently as may be agreed by the
parties, you may update the list of Named Entities in Exhibit C upon
no less than fourteen (14) days prior written notice to us by adding
additional companies and removing the same number of companies, such
that in no event shall there be more than [*] separate Named Entities
at any given time.
“Net Revenue” means revenue actually collected by us from third party
advertisers (excluding our Affiliates or any of our other corporate
affiliates or subsidiaries) [*], net of our Cost of Goods Sold.
“Other Zynga Services” mean all Zynga Services that are not Covered
Zynga Services.
“Page View” means a request to load a web page that is seen by a user.
“Payment Method” means any solution, functionality, platform, method,
wallet, item, product, checkout process, currency (either virtual or
real world currency), resource, means, or mechanism (a) used to fund
or process purchases of any kind or (b) used to give or receive
anything of value including, but not limited to, third party funded
offers.
“Platform” means a set of APIs and services that enable services and
others including, without limitation, application (including, without
limitation, applications or websites that use or access Platform, as
well as anything else that receives data from Facebook) developers and
website operators to retrieve or access data from Facebook or provide
data to Facebook.
“Territory” means worldwide.
“Zynga Other Page” mean any web page that is owned and operated by you
or any of your Affiliates that is not a Zynga Game Page.

12
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
“Zynga Game Page” means any web page on which a Covered Zynga Service
is playable (including, without limitation, loading pages and landing
pages) and that is accessible or made available on any websites that
are owned and operated by you or any of your Affiliates. For the
purposes of clarification, Zynga Game Pages do not include Canvas
Pages or any other pages on www.faceboook.com.
“Zynga Services” means all games, game-related technology,
game-related applications, and/or game-related platforms, now existing
or later developed, that are made available, offered or provided by
you or any of your Affiliates, either directly or indirectly through a
third party (including, without limitation as part of a relationship
or experience that is substantially branded or co-branded with any of
your trademarks, logos or other branding elements or those of any of
your Affiliates).

13
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Exhibit B
Implementation Schedule

Covered Zynga Services

Implementation Start Date

Exclusivity Start Date
PetVille Effective Date June 30, 2010
FishVille Effective Date June 30, 2010
Treasure Isle Effective Date July 15, 2010
Café World Effective Date July 15, 2010
Mafia Wars Effective Date July 31, 2010
YoVille Effective Date August 15, 2010
Live Poker by Zynga Effective Date August 31, 2010
FarmVille Effective Date August 31, 2010
All other Covered Zynga Services* Effective Date August 31,
2010, or as set forth in Section 4.b(i) for all Covered Zynga Services
that are created after the Effective Date or offered or made available
for the first time after the Effective Date

* For purposes of clarity, for each Covered Zynga Service that is
created after the Effective Date or offered or otherwise made
available to any third party for the first time after the Effective
Date, the Implementation Start Date shall be the same as the
Exclusivity Start Date.
You shall provide us with prior written notice of any Covered Zynga
Services you intend to offer or make available no later than seven (7)
days prior to it being offered or otherwise made available to any
third party.

14
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Exhibit C
Named Entities
[*]

15
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Exhibit D
Permitted Third Party Payment Options
[*]

16
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Exhibit E
Escalation Personnel
For operational or business issues:
Zynga: [*]
Facebook: [*]
For technical issues:
Zynga: [*]
Facebook: [*]
In the event that either party appoints a successor to any of the
above personnel, such party shall notify the other party and, upon the
other party’s receipt of such notice, this Exhibit E shall be deemed
amended to reflect such successor.

17
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Exhibit F
[*]

18
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Exhibit G
[*]

19
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Exhibit H
Operational Requirements
Compliance
We will become PCI Level 1 certified compliant by [*].
Fraud
The parties will work together in good faith to identify and implement
procedures to (i) manage fraud issues; (ii) effect appropriate
overrides of fraud triggers and velocity limits; and (iii) provide
reason codes to you describing the reason for any rejections.
For the avoidance of doubt, until such time as we implement user flow
for transactions that are greater than $1,000.00, you may maintain
your own high value transaction flow.
Financial Reporting
Within ten (10) days after the Effective Date, you will provide [*]
(“Your Reporting Requirements”).
We will use commercially reasonable efforts to enable the settlement
of funds to multiple accounts by July 31, 2010 for all transactions
occurring on or after July 1, 2010.
We will use commercially reasonable efforts to provide detailed API
reporting that meets your Reporting Requirements no later than July
31, 2010 for all transactions occurring on or after July 1, 2010.
We will use commercially reasonable efforts to provide detailed flat
file reporting that meets Your Reporting Requirements no later than
July 31, 2010 for all transactions occurring on or after July 1, 2010.
Customer Service
The parties will work together in good faith to identify and implement
procedures to offer satisfactory customer service in connection with
the use of Facebook Credits on Covered Zynga Services.
Payment Terms
There will be [*] payment periods [*] for all Facebook Credits you
have accepted for transactions and redeemed by you: [*]. We will pay
out for each period within [*] days after the end of each period.

20
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Exhibit 10.16
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Developer Addendum No. 2
This Developer Addendum No. 2 (this “Addendum No. 2”) is effective as
of December 26, 2010 (the “Addendum No. 2 Effective Date”), and is
made by and between Facebook, Inc. and Facebook Ireland Limited
(collectively, “FB”, “we”, “us” or “our”) and Zynga Inc. (“Zynga”,
“you” or “your”). We and you are sometimes referred to in this
Addendum No. 2 individually as a “party” or collectively as the
“parties”.
Recitals
A. FB and Zynga are parties to the Statement of Rights and
Responsibilities (together with all referenced policies, terms and
guidelines, including without limitation, the online Facebook Platform
Policies, the “SRR”) which set forth the terms and conditions for
Zynga’s use of the Facebook Service. The SRR is incorporated herein by
this reference and the current version is attached hereto as Annex 1.
B. Facebook, Inc. and Zynga previously entered into that certain
Developer Addendum effective as of May 14, 2010 (the “Addendum No. 1”)
which supplemented the SRR with certain additional terms and
conditions as set forth therein. For clarity, references to
“Agreement” include the SRR, as supplemented by Addendum No. 1.
C. The parties acknowledge that FB desires to enable Zynga to build
the Zynga Platform on top of the Facebook Platform, and the parties
desire to, amongst other goals set forth herein, work together to
increase the number of users of each party’s products and services.
[*] The parties further acknowledge that Zynga is making a significant
commitment to the Facebook Platform (i.e., using Facebook as the
exclusive Social Platform on the Zynga Properties and granting FB
certain title exclusivities to Zynga games on the Facebook Platform).
In exchange for such commitment, [*] the parties have committed to set
certain growth targets for monthly unique users of Covered Zynga
Games.
D. The parties now wish to enter into this Addendum No. 2 to further
supplement the SRR with certain additional terms and conditions as set
forth herein.
E. Unless otherwise designated herein, all defined terms used in this
Addendum No. 2 are set forth in Exhibit A.
For mutual and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, the parties hereby agree as follows:
Agreement

1. Use of Terms; Conflicts; Changes to the SRR.

1.1 The lower case definitions of the defined terms in the SRR shall
not apply to this Addendum No. 2 as such defined terms are used in
this Addendum No. 2; however, all defined terms in the SRR shall
continue to apply to the SRR.

1.2 In the event of any conflict between the terms and conditions of
the Agreement and the terms and conditions of this Addendum No. 2, the
terms of this Addendum No. 2 shall control to the extent of the
conflict.

1.3
Except as expressly set forth in this Section 1.3, no amendment or
modification of the Agreement or this Addendum No. 2 will be binding
without the written agreement of both parties. Notwithstanding the
foregoing, nothing herein shall restrict FB from making any changes to
its online Facebook Platform Policies (including any policies and
guidelines

1
Facebook/Zynga Confidential Information

referenced therein or in the SRR) and any such changes shall apply
to Zynga without Zynga’s written consent; provided, however, that [*],
Zynga may invoke the Escalation Process, in which case [*]. In
addition, if FB determines, in its reasonable discretion, that a
change to the SRR is needed in order to protect the integrity or
security of the Facebook Platform, user security or user privacy, or
to protect FB from material legal liability (“Urgent Change”), FB may
make such Urgent Change and it will notify Zynga, which notice may be
sent via email to Zynga’s Designated Manager. Except as expressly set
forth herein, [*]. Zynga will not be in breach of the Agreement or
this Addendum No. 2 with respect to (a) any failure to comply with any
such [*] until at least [*] after its receipt of such notice; (b) any
Covered Zynga Game or Zynga Property that Zynga discontinues and that
ceases to access the Facebook Platform within [*] after its receipt of
such notice; provided, however, that if Zynga determines, in its
reasonable discretion, that any such Urgent Changes have a material
negative impact on any Covered Zynga Game or a Zynga Property, and
Zynga invokes the Escalation Process within [*] after Zynga’s receipt
of such notice, Zynga will not be in breach of the Agreement or this
Addendum No. 2 with respect to any such impacted Covered Zynga Games
or Zynga Properties that Zynga discontinues or brings into compliance
with such [*] within [*] following Zynga’s receipt of such notice.

2. Target Growth Schedule. During the Term, FB and Zynga desire to
increase the number of Zynga MUUs to [*] over [*] at a linear weekly
growth rate as set forth on Exhibit B1 attached hereto (“Web Target
Growth Schedule”) and to increase the number of Mobile MUUs to [*]
over [*] as set forth on Exhibit B2 attached hereto (“Mobile Target
Growth Schedule”).

2.1 Within 15 days following the end of each three month period
designated in the Web Target Growth Schedule as a quarter (e.g. Q1,
Q2, Q3, etc.) (each, a “Quarterly Period”), Zynga will provide FB with
a report detailing the number of MUUs for the immediately preceding
Quarterly Period. In the event FB disagrees with such numbers by [*],
the parties shall use the Escalation Process to determine whether the
parties have met, missed or exceeded the “Target MUU” number specified
in the Web Target Growth Schedule for the applicable Quarterly Period
or the Mobile Target Growth Schedule, as applicable. No later than
thirty (30) days following the end of each Quarterly Period, the
Designated Managers shall meet in person to review the MUUs for the
preceding Quarterly Period and review the overall health of the
parties’ relationship.

2.2 (a) In the event Zynga acquires a Social Game from a third party
(whether by merger, stock purchase, asset acquisition or otherwise)
during the Term that operates only on the Facebook Platform (“Acquired
Covered Zynga Game”) or that operates on both the Facebook Platform
and any other Social Platform(s), Zynga shall provide FB, within [*]
following the closing date of such acquisition, with written notice of
the acquisition and the number of MUUs of such Social Game
(“Acquisition Notice”). Either as part of such written notice or
thereafter, but in no case more than [*] following the closing date of
any acquisition, Zynga shall also provide FB with an accurate list of
all Facebook User IDs for users that have at any time before any
acquisition granted permission (implicitly or explicitly) for the
Acquired Covered Zynga Game to access their basic information, but
that have never granted such permission (implicitly or explicitly) for
any other Covered Zynga Game (“Acquired Users”).
(b) This Section 2.2(b) shall apply to Acquired Users who are using an
Acquired Covered Zynga Game. During the Term, [*] Acquired Users
(whether from a single transaction or series of transactions) acquired
in any single calendar year shall not be included in the calculation
of MUUs in any Quarterly Period (“Excluded Users”). Except for
Excluded

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Users, if an Acquired User later grants such permission to another
Covered Zynga Game, then such Acquired User will be included in the
calculation of MUUs for the applicable Quarterly Period for the
purposes of the Web Target Growth Schedule. MUUs (excluding Acquired
Users and Excluded Users) of Acquired Covered Zynga Games shall be
included in the MUU calculation for the Quarterly Period in which the
acquisition of such game closed. For the avoidance of doubt, Acquired
Users who do not grant permission (implicitly or explicitly) to
another Covered Zynga Game shall not be included in the calculation of
MUUs in any Quarterly Period. In the event FB disagrees with any
numbers in an Acquisition Notice by [*], the parties shall use the
Escalation Process to reconcile the number of users that will be
included in the calculation of MUUs for the applicable Quarterly
Period for the purposes of the Web Target Growth Schedule.
(c) This Section 2.2(c) shall apply to Acquired Users who are using an
Acquired Zynga Mobile Game. [*] Mobile Acquired Users (“Excluded
Mobile Users”), whether from a single acquisition or a series of
acquisitions (including Mobile Acquired Users of the Words with
Friends game acquired as a result of the acquisition of Newtoy, Inc.
prior to the Addendum 2 Effective Date), shall not be included in the
calculation of Mobile MUUs for the purposes of the Mobile Target
Growth Schedule. Except for Excluded Mobile Users, if a Mobile
Acquired User later grants permission (implicitly or explicitly) for
another Zynga Mobile Game to access its basic information, then such
Mobile Acquired User will be included in the calculation of Mobile
MUUs for purposes of the Mobile Target Growth Schedule. In the event
FB disagrees with any user numbers by [*], the parties shall use the
Escalation Process to reconcile the number of users that will be
included in the calculation of Mobile MUUs for the purposes of the
Mobile Target Growth Schedule.

2.3 In the territories mutually agreed in writing by the parties (if
any), FB will pre-install a bookmark linking to [*] in the bookmark
section of the Facebook Site, provided that Zynga confirms in writing
that [*] will not be enabled, offered, displayed, distributed and/or
otherwise made available on, in, by, or through any other Social
Platform in such mutually agreed territories for a period of [*]
following the date on which such bookmark is pre-installed on the
Facebook Site. After the bookmark has been initially pre-installed,
the subsequent location of such bookmark for a given Facebook User
will be determined in accordance with FB’s general practices.

2.4 Failure to meet any of the “Target MUU” numbers set forth in the
Target Growth Schedule [*], and (except for each party’s termination
right set forth in Section 3.1.1 and Section 3.1.2) [*].

3. Exclusivity.

3.1 Throughout the Term, the Facebook Platform will be integrated
into the Zynga Mobile Games and Zynga Properties and FB will be the
sole and exclusive Social Platform that [*] (“Platform Exclusivity”).
For the avoidance of doubt, the parties acknowledge and agree that
this Section 3.1 does not prohibit Zynga from developing a platform on
top of the Facebook Platform provided that such platform complies with
the requirements set forth on Exhibit G (“Zynga Platform”). Zynga
shall not be in breach of this Section 3.1 if Zynga Users utilize the
Zynga Platform to perform actions in connection with the Covered Zynga
Games or the Zynga Properties that are not required to use the
Facebook Platform as described in more detail in this Addendum No. 2
and on Exhibit G.

3.1.1
If, at the end of the [*] Quarterly Period set forth in the Web Target
Growth Schedule, the number of MUUs (subject to the calculations set
forth in Section

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2) does not meet or exceed the [*] Target Growth number specified
in the Web Target Growth Schedule, either party may elect to terminate
this Addendum No. 2 upon written notice to the other party prior to
[*].

3.1.2 If, at the end of the [*] Quarterly Period set forth in the
Mobile Target Growth Schedule, the number of Mobile MUUs (subject to
the calculations set forth in Section 2.2) does not meet or exceed the
[*] Mobile Target Growth number specified in the Mobile Target Growth
Schedule, either party may elect to terminate this Addendum No. 2 upon
written notice to the other party prior to [*].

3.2 Subject to subsection 3.2.1 below, any Covered Zynga Game or
Substantially Similar Game that is first offered and/or otherwise made
available during the Term will not [*] (“Title Exclusivity”) for a
period of [*] following the date such Covered Zynga Game is first
offered or otherwise made available. For the purposes of clarity,
“Covered Zynga Game”, as used in this Section 3.2, shall not include
Zynga Mobile Games (which, for the avoidance of doubt, are subject to
Platform Exclusivity per Section 3.1).

3.2.1 If, at the end of [*] and each Quarterly Period thereafter
set forth in the Web Target Growth Schedule, (a) the number of MUUs
(subject to the calculations set forth in Section 2) meets or exceeds
the Target Growth Ceiling for such Quarterly Period set forth in the
Web Target Growth Schedule, the period of Title Exclusivity will [*];
or (b) the number of MUUs (subject to the calculations set forth in
Section 2) does not meet the Target Growth Floor number for the
applicable Quarterly Period set forth in the Web Target Growth
Schedule, the period of Title Exclusivity will [*]. Any change to the
Title Exclusivity period shall take effect on the first day of the
next Quarterly Period and any such new exclusivity period shall apply
to all Covered Zynga Games first offered and/or otherwise made
available in the next Quarterly Period.

3.2.2 FB shall provide Zynga with written notice if it reasonably
believes that Zynga has violated any of the provisions set forth in
Section 3.2 and Zynga will not be in breach of this Addendum No. 2
with respect to any acts, omissions, terms, or agreements that it
modifies or corrects to remain compliant with Section 3.2 within [*]
after its receipt of such notice.

3.3 Neither any non-Covered Zynga Game that Zynga first offers or
otherwise makes available on any other Social Platform during the Term
nor any Eligible Zynga Mobile Game shall use or access the Facebook
Service without FB’s prior written approval.

3.4 FB shall not offer or otherwise make available on the Facebook
Site or the Facebook Platform any Facebook Game. Zynga may terminate
this Addendum No. 2 if, at any time during the Term, FB offers or
otherwise makes a Facebook Game available on the Facebook Site or the
Facebook Platform (except for non-production servers and other
internal development and beta testing environments); provided,
however, that Zynga will provide FB with notice if it reasonably
believes FB is in breach of this Section 3.4, and FB will not be in
breach of this Addendum No. 2 if it ceases to distribute such Facebook
Game within fourteen (14) days after receipt of such notice.

3.5 Section 4.b.(ii)(3)(c) of the Addendum is hereby deleted in its
entirety and replaced as follows:
“(c) [*].
(A) We acknowledge that [*] as a Payment Method for purchases from you
by users within

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the Covered Zynga Services [*] is not a violation of Section 4.(b)(i)
of the Addendum. As used herein, “[*]” means [*].
(B) Notwithstanding anything to the contrary set forth in Section
4.(b)(i) of Addendum No. 1, you may opt not to use Facebook Credits as
a Payment Method (and [*] use the Payment Method of [*]) for purchases
from you by users within the Covered Zynga Services [*], so long as
(1) [*], or (2) [*]. The foregoing exception shall no longer be valid
if you: (x) agree upon any terms [*] related to Payment Methods that
circumvent, intentionally or otherwise, your obligation to use
Facebook Credits as set forth in Addendum No. 1 or that ensure you are
able to satisfy one of the exceptions set forth in subsections (1)-(3)
above, or (y) encourage, promote or otherwise incentivize users to use
Payment Methods other than Facebook Credits (including, but not
limited to, making available better offers or special incentives [*]
as compared to the offers or incentives made available on the Covered
Zynga Services offering Facebook Credits). As used herein, “[*]” means
any [*] that are owned or operated [*] and that power/support [*]. For
the avoidance of doubt, [*] shall not include [*] running on or
powering/supporting [*], including but not limited to, [*],
irrespective of whether such other [*]). Notwithstanding anything to
the contrary set forth herein, the exception to using Facebook Credits
set forth in this section shall in no event apply to web pages, web
sites and/or HTML 5 applications.”

3.6 Exceptions.

3.6.1 Notwithstanding anything to the contrary set forth in Section
3.1, this Addendum No. 2 shall not apply to Zynga’s activities [*];
provided, however, that Zynga shall not, without FB’s prior written
consent: (i) incorporate the Facebook Platform into any versions of
the Zynga Properties [*]; or (ii) access or otherwise use the Facebook
Service [*] in connection with Zynga’s games, websites or other
properties.

3.6.2 (a) Notwithstanding anything to the contrary set forth in
Section 3.1, Zynga may use (i) [*] APIs solely in connection with up
to [*] Eligible Zynga Mobile Games; (ii) [*] APIs solely in connection
with up to [*] Eligible Zynga Mobile Games; and (iii) [*] APIs solely
in connection with up to [*] Eligible Zynga Mobile Games. As used
herein, “Eligible Zynga Mobile Game” means a Zynga Mobile Game that is
a companion to a non-Covered Zynga Game or a Covered Zynga Game
(excluding Zynga Mobile Games) that is not subject to Title
Exclusivity and that is launched on a third party Social Platform at
or before the time the Eligible Zynga Mobile Game uses the third
party’s Mobile Platform APIs. Zynga will provide FB with written
notice if it offers or otherwise makes available an Eligible Zynga
Mobile Game and such notice shall be delivered via email to FB’s
Designated Manager within no more than fifteen (15) days following the
availability of any such Eligible Zynga Mobile Game.
(b) Notwithstanding anything to the contrary set forth in this
Addendum No. 2, Zynga may offer or otherwise make available Solo Zynga
Mobile Games. As used herein, “Solo Zynga Mobile Game” means a
non-Zynga Mobile Game offered or otherwise made available on a Mobile
Platform that has no user account (i.e. the user is not prompted to
log-in or otherwise enter any identifying information, including
username, email address, password, demographic information, etc.) and
does not allow

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Facebook/Zynga Confidential Information

users to establish connections, interact and/or collaborate with other users.

3.6.3 Notwithstanding anything to the contrary set forth in Section
3.1 and without limiting Section 3.6.2, Zynga may use third party
Mobile Platform APIs solely to enable the actions/functionality set
forth in subsections (a) – (d) below and solely in connection with
Zynga Mobile Games; [*]: (a) push notifications, (b) sending Stories
or posting game scores to a game center hosted on a third party Mobile
Platform API (provided that such Stories link back to the Zynga Mobile
Game that was the subject of the Story), (c) integrate with and/or
access hardware features of the phone (e.g., camera, accelerometer);
and (d) pull contact data from the native local address book
application on a phone, provided that Zynga delivers to FB (using the
Game Friends Protocol) any such contact data it uses or collects.
Prior to sending such contact data to FB, Zynga will notify and obtain
clear, conspicuous and express consent from Facebook Users. In no case
may Zynga use such Mobile Platform APIs to link user identities to one
another, populate game friends data on a social graph other than FB’s
social graph, or link gameboard(s) to user IDs.

3.6.4 Section 3.2 and FB’s obligations hereunder shall not apply at
the time of Zynga’s acquisition of such game to a Social Game (which
Social Game, for the avoidance of doubt, excludes any property, or
game or property operating on a Mobile Platform) that Zynga acquires
during the Term that operates both on the Facebook Platform and any
other Social Platform(s); provided, however, that Zynga shall use
commercially reasonable efforts to ensure that at the end of ninety
(90) days following the closing of such acquisition, no user of such
game shall be permitted to utilize both the Facebook Platform and any
other Social Platform, and provided further that in no event shall any
user of such game be permitted to use both the Facebook Platform and
any other Social Platform at the end of the one hundred-eighty (180)
day period following the closing date of such acquisition. For the
purposes of clarity, once any such game utilizes only the Facebook
Platform, Section 3.2 and FB’s obligations hereunder shall apply to
such game.

3.6.5 Section 3.2 of this Addendum No. 2 shall not apply to the
Words with Friends game and shall not apply to any existing Covered
Zynga Games offered by Zynga as of the Addendum No. 2 Effective Date
and any successor versions thereof, provided that such successor
version (i) is branded and offered under a substantially similar
product name as the original version (i.e., a future successor version
of “Taxiville” is branded and offered as “Taxiville 2” or “Taxiville:
Limited Addition or KingTaxi”); and (ii) uses substantially the same
game play mechanics and user experience as the original version.

4. Integration on Zynga Properties.

4.1 Registration.

4.1.1
All Zynga Users must have a valid (e.g. real; not suspended) FB
account. Zynga will require all Zynga Users to connect their Zynga
account to

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their FB account. In addition, Zynga will require all Zynga Users
to be logged-in to their FB account with an active session to use or
access any Covered Zynga Game, Zynga Mobile Game or any Zynga
Property, except: (a) during the Registration Flow; or (b) in a
non-social portion of a Zynga Property that (i) does not involve a
Covered Zynga Game and (ii) that is not required to use the Facebook
Platform per this Addendum No. 2, or (iii) is related solely to
corporate or charitable information or to help and support forums,
including but not limited to, blogs, documentation or FAQs. For the
avoidance of doubt, if a Zynga User does not connect their Zynga
account with their FB account and/or is not logged-in to their FB
account with an active session, such user will not be able to use or
access any Covered Zynga Games.

4.1.2 Zynga Users who are not Facebook Users must create a FB
account. Zynga will implement the FB-provided APIs to create a
registration flow, as described in more detail on Exhibit F
(“Registration Flow”). FB and Zynga (as described in Section 4.1.3
below) will be the only mechanism by which Zynga Users can register
for, authenticate or log into their Zynga account, or otherwise access
the Zynga Properties.

4.1.3 Without limiting the FB account creation and log-in
requirements set forth in this Section 4.1 and on Exhibit F, Zynga may
require Zynga Users to create a Zynga username and password (“Zynga
Credentials”) on the Zynga Properties. For the avoidance of doubt,
Zynga may not prompt any users on the Facebook Site to create, log-in
with, register for or otherwise use Zynga Credentials on the Facebook
Site.

4.1.4 If Zynga implements Instant Personalization on the Zynga
Properties, Zynga may use the Instant Personalization product in
accordance with Section 4.6 and Exhibit H of this Addendum No. 2 to
enable a single authentication experience for Zynga Users of Covered
Zynga Games.

4.1.5
[*]. “Single Sign On (SSO)” means an authentication method that
permits a Facebook User that is logged-in to the Facebook Service with
an active session through the most current version of a Facebook
mobile application to authenticate their basic user information to a
Zynga Mobile Game with a single-click of a dialog. For the purposes of
clarity, SSO will not be deemed unavailable for the purposes of this
Section if a Facebook User (a) does not have a Facebook mobile
application on one of the SSO Mobile Platforms, (b) is not logged-in
to a Facebook mobile application with an active session, or (c) does
not have an Internet connection. SSO Mobile Platforms are Apple’s
iPhone operating system and Google’s Android Mobile Platform (“SSO
Mobile Platform”). As used herein, “Trial Use” means that Zynga may
allow Zynga Users of Zynga Mobile Games to find and/or invite friends
through the phone’s local address book, email, or phone number and
play with friends [*]. Notwithstanding anything to the contrary in
this Section, Zynga does not have to require registration for an
active Game Session in which a Zynga User exclusively connects to
random people (i.e., non-friends) or chooses to play against a
non-human computer player. “Game Session” means the period of time
during which a Zynga

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User of a Zynga Mobile Game is continuously playing such game, but
in no case more than twenty-four (24) hours.

4.1.6 Solely with respect to (a) users of the [*] game existing as
of the Addendum No. 2 Effective Date, Zynga shall implement the
requirements of this Section 4.1 no later than [*]; (b) new users of
the [*] game, Zynga shall implement the requirements of this Section
4.1 no later than [*]; and (c) existing Zynga Social Games that have
less than [*] monthly active users (“MAUs”) as of the Addendum No. 2
Effective Date (except as set forth below), Zynga shall use diligent
efforts to implement the requirements of this Section 4.1, but will in
no case implement such requirements later than [*]. For so long as (x)
the “[*]” and “[*]” Zynga Social Games have less than [*] MAUs, and
(y) the “[*]” and “[*]” Zynga Social Games have less than [*] MAUs,
Zynga shall not have to implement the requirements set forth in
Sections 4.1.1 and 4.1.2; provided, however, that as soon as any one
of such games has, (in the case of “[*]” or “[*]”)[*] or more MAUs, or
(in the case of “[*]” or “[*]”)[*] or more MAUs, Zynga shall implement
the requirements of this Section 4.1 for any such game within [*]
following the date in which such game met or exceeded the applicable
MAU threshold set forth in subsections (x) and (y) above.

4.1.7 FB will use commercially reasonable efforts to implement a
solution by the end of [*] (designated in the target Growth Schedule)
that [*]. If, by the end of [*] (designated in the target Growth
Schedule), FB has not implemented such a solution, the parties will
work together in good faith for a period of thirty (30) days to
mutually agree upon an alternative approach that addresses [*]. If FB
does not implement a solution as described above and the parties are
unable to agree upon an alternative approach during the thirty (30)
day period, (a) except as otherwise expressly set forth in this
Section, Zynga’s sole remedy under this Section shall be to invoke the
Escalation Process, and (b) Zynga shall be entitled to launch its own
website(s) [*] to play Zynga games, provided that such website(s) and
such games shall (i) [*]; and (ii) not use or access any other Social
Platform, the Facebook Platform, the Zynga Platform (including, for
the avoidance of doubt, Zynga’s account system(s)), or other Zynga
Properties, or utilize, incorporate, receive or contain any Facebook
User Data. If Zynga acquires a game (which game, for the avoidance of
doubt, includes any property, or game or property operating on a
Mobile Platform) that [*], such [*] may not use or access the Zynga
Platform (including, for the avoidance of doubt, Zynga’s account
system(s)), the Facebook Platform, or other Zynga Properties, or
utilize, incorporate, receive, or contain any Facebook User Data. In
the event Zynga acquires a [*], Zynga may continue to operate and
maintain the account system of such acquired [*] that existed as of
the closing date of the acquisition.

4.2
Game Friends. At such time that FB makes generally available to third
party developers a game friends API that enables developers to
associate game friends and publish such associations to the open graph
protocol (“Game Friends Protocol”) Zynga will incorporate

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into the Zynga Properties and Zynga Mobile Games such Game Friends
Protocol for all Covered Zynga Games. For avoidance of doubt, users
may be game friends on Zynga Properties, yet not be Facebook friends.

4.3 Authentic FB Account. If Facebook identifies as inauthentic a FB
account, and such account is linked to a Zynga User, FB will notify
Zynga of such inauthentic FB account and Zynga may subsequently prompt
the Zynga User to either authenticate his FB account or set-up a new
FB account using the registration process set forth in Section 4.1 and
on Exhibit F.

4.4 Zynga User and Profile Pages. Zynga Users may have one or more
pages within each Covered Zynga Game that contain information and data
related to the applicable Covered Zynga Game (“Zynga User Pages”),
including one or many profile pages that contain personal information
(e.g. common name, hometown, profile picture) (“Zynga Profile Pages”).
Zynga Profile Pages shall primarily contain information and data that
is related to applicable Covered Zynga Games. All real names and
profile pictures on Zynga Profile Pages will link to such Zynga User’s
Facebook Service profile. In addition, for those Zynga Users who have
populated their Zynga Profile Page with a profile picture that was
obtained directly from FB connect, Zynga will include in the user’s
profile picture on the Zynga Profile Page the FB fav icon per the
specifications provided by FB to Zynga.

4.5 Data Ownership. As between the parties, Game Data and Zynga User
IDs associated with each Zynga User that a Facebook User provides
directly to Zynga shall be owned by Zynga. Any other data that a
Facebook User provides directly to Zynga (“Independent Data”) shall
not be subject to the data restrictions set forth in the SRR or any
other restrictions imposed by FB. If Zynga collects Game Data, User
IDs, or Independent Data, Zynga must make it clear to the Facebook
User that the collection is being carried out by Zynga and not
Facebook and make sure that the Facebook User has the opportunity to
review Zynga’s privacy policy, which will govern Zynga’s use of such
Independent Data.

4.6 Instant Personalization. Zynga may provide a personalized
experience to Facebook Users who use the Zynga Service through a
Developer Application (a “Personalized Developer Application”) in
accordance with Exhibit H. Instant Personalization will enable a
single authorization at Zynga Properties such that a Zynga User on a
Zynga Property will not get a Facebook connect authorization prompt
for a Covered Zynga Game that such Zynga User has already installed on
the Facebook Site. For the purposes of clarity, as of the Addendum No.
2 Effective Date, the parties acknowledge that Instant Personalization
is not enabled on Mobile Platforms.

4.7 Indemnity. FB shall indemnify Zynga with respect to any and all
third party claims arising on or after the Addendum No. 2 Effective
Date brought against Zynga resulting from [*], so long as such [*] was
not caused by any action or inaction on the part of Zynga.

5. User Experience.

5.1 All Covered Zynga Games (irrespective of whether the Covered
Zynga Game is offered or otherwise made available on a Zynga Property,
the Facebook Site or both) will be interoperable such that any
instantiation of a Covered Zynga Game on one property will
automatically be instantiated on the other property(ies). For the
purposes of illustration only, game play (e.g. game board layout, game
levels, game mechanics, etc.) of Taxiville on www.zynga.com, will be
substantially similar on the Facebook Site and all other Zynga
Properties so that such user will be able to simultaneously engage in
the same game play of Taxiville on the Facebook Site and Zynga
Properties.

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[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

5.2 Any Stories generated by Zynga in connection with a Covered
Zynga Game that are displayed in a FB communication channel may
contain links but any such link must be a local link that links Zynga
Users to the instantiation of the Covered Zynga Game on the site on
which such Story is read by friends of such Zynga User, irrespective
of where such Story originated (e.g. Stories in a newsfeed on FB must
link to the Covered Zynga Game on the Facebook Site and Stories in a
newsfeed on a Zynga Property must link to the Covered Zynga Game on
the Zynga Property). Any Stories generated by Zynga within a Covered
Zynga Game (e.g. on the canvas page of a Covered Zynga Game) may
contain links that link Zynga Users off of the Facebook Site;
provided, however, that such links must comply with subsections
(a)-(c) in Section 7 (Promotions).

5.3 Subject to the terms set forth in Section 2.b. of Addendum No. 1
and in Facebook’s Advertising Guidelines, advertisements generated by
the parties and appearing on the Facebook Site or the Zynga Properties
may contain links that transition users to any site; provided,
however, that advertisements containing social content must only
include links that transition a user to the site on which such
advertisement is read or viewed.

5.4 In the event that one or more of the points of interconnectivity
between the Zynga Properties and the Facebook Platform contemplated by
Sections 4.1.1, 4.1.2, 4.2, 4.4 or 5.1 above are unavailable (and such
interconnectivity is required for Zynga to obtain a user’s active
Facebook session) due to a technical error for a period of [*] and
such unavailability is not caused by any acts or omission of Zynga or
any of its Affiliates (such [*] outage, a “Facebook Outage”), as
Zynga’s sole and exclusive remedy, Zynga shall notify FB of the
Facebook Outage by sending a screenshot of the outage via email to
FB’s Designated Manager to enable FB to verify the Facebook Outage
and, beginning on the [*] and continuing only for so long as such
point of interconnectivity is unavailable due to a Facebook Outage,
Zynga shall be permitted to enable Zynga Users to log-in to a Zynga
Property without an active Facebook session. If there are [*] Facebook
Outages during a [*] period, Zynga may invoke the Escalation Process.

6. Facebook Platform Enhancements.

6.1 Within the number of days following the Addendum No. 2 Effective
Date that are specified in Exhibit D, FB will deploy each of the
platform enhancements set forth on Exhibit D. Zynga shall invoke the
Escalation Process if it reasonably believes that FB has failed to
perform its obligations under this Section 6.1.

6.2 In addition, FB will use commercially reasonable efforts to
deploy within [*] following the deployment of the last platform
enhancement set forth on Exhibit D at least [*] of the APIs and/or
features set forth on Exhibit E. Zynga may invoke the Escalation
Process if it reasonably believes that FB has failed to perform its
obligations under this Section 6.2. If Zynga refers such matter to the
Escalation Process and this does not result in the matter being
resolved by agreement between the parties, then Zynga may terminate
this Amendment No. 2 and termination shall be Zynga’s sole and
exclusive remedy for FB’s breach of this Section 6.2.

7. Promotions. During the Term, Zynga (including its Affiliates) may
promote on the Facebook Site the Zynga Properties and/or Covered Zynga
Games; provided, however, that such promotions must (a) link directly
and only to the Zynga Properties; (b) not interrupt game play or
display any modal dialogs or interstitial screens; and (c) not link to
any other Social Platforms. Without limiting the foregoing and
provided that the requirements in (a) – (c) above are met, Zynga can
(as permitted under the SRR) enable a Zynga message center that
provides Zynga level communications and information to users such as
messages, points, requests, wishlists and stats.

10
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

8. Preferred Terms.

8.1 FB will not apply or develop its general policies (including,
but not limited to, the SRR) and algorithms for the purpose of [*] on
the Facebook Platform.

8.2 Throughout the Term, FB will make available to Zynga (excluding
games on the Zynga Platform developed by third parties) [*], provided
that such requirements were imposed by FB in good faith, and provided
further that Zynga shall have thirty (30) days to comply with such
requirements (except as set forth below in the last sentence of this
Section 8.2), measured from the date on which [*] in connection
therewith. Notwithstanding the foregoing notice requirement, in no
case will FB be required to [*]. FB will not intentionally withhold
requirements with the primary purpose of avoiding its obligations
under this Section 8.2. FB shall not be in breach of this Section 8.2
in the event a [*].

8.3 Notwithstanding anything to the contrary set forth in Section
4.b.(ii)(4) of Addendum No. 1, the amount of the service fee described
in the Facebook Credits Terms that FB charges to Zynga at any given
time to redeem Facebook Credits shall be [*].

8.4 Zynga shall provide FB with notice if it reasonably believes
that FB has violated any of the provisions set forth in this Section
8, and FB will have fifteen (15) days after its receipt of such notice
to cure such breach (unless FB invokes the Escalation Process during
such time period in which case FB shall have thirty (30) days after
its receipt of such notice to cure such breach) and will not be liable
for any damages related to such breach during such period. [*]. FB
agrees that it shall not intentionally and repeatedly breach Section
8.2 with the primary purpose of avoiding its obligations under this
Addendum No. 2.

8.5 Notwithstanding anything to the contrary set forth in the SRR
(whether as of the Addendum No. 2 Effective Date or thereafter) or
this Addendum No. 2, but without limiting Zynga’s obligations under
Addendum No. 1 and subject to FB’s generally applicable policies,
procedures and payment terms related to advertisements and Sections
5.3 and 7 of this Addendum No. 2, Zynga may include sponsored game
elements (e.g. a virtual good or promotion that is sponsored by a
third party, such as a McDonald’s blimp within the game board) on the
Facebook Site, but solely in a Covered Zynga Game (unless otherwise
permitted under the SRR); provided, however, that a substantially
similar sponsored game element is already included in the
instantiation of such Covered Zynga Game available on the Zynga
Property. [*]. For the avoidance of doubt, the foregoing sentence
shall not prevent Zynga from offering advertisements as may be
permitted by and in accordance with the SRR. As used herein, “Social
Ad” means any advertising creative that uses or displays data Zynga
receives from FB concerning a user, even if a user consents to such
use.

9. Term and Termination.

9.1 Unless earlier terminated as provided elsewhere in this Addendum
No. 2, the term of this Addendum No. 2 will be for a period of five
(5) years from the Effective Date (“Term”).

9.2
Either party may terminate this Addendum No. 2 upon written notice to
the other party if the other party materially breaches any term of
this Addendum No. 2 and such party fails to cure any such breach or
violation within thirty (30) days of receipt of written notice of such
breach from the non-breaching party (such thirty (30) day period, the
“Breach Cure Period”). In addition, each party acknowledges that if
any such breach or violation is, in the other party’s reasonable
discretion, likely (a) to jeopardize the integrity or security of such
party’s platform, or such party’s user security or user privacy, or
(b) to give rise to material liability of such other party, then such
other party may, in addition to its termination remedy and prior to
completion of the Escalation Process, at its sole discretion, cease
providing the breaching or violating party with access to the Facebook
Platform or the Zynga Properties, as applicable, during the Breach

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[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

Cure Period, provided that [*] in a good faith attempt to resolve
the issue that gave rise to such breach, provided, further, that if
[*], such other party may so notify the General Counsel of the
breaching or violating party via email and thereafter and immediately
cease providing access to the Facebook Platform or the Zynga
Properties, as applicable.

9.3 In the event of a termination of this Addendum No. 2 (except in
the case of a termination pursuant to Section 9.2), the parties shall
operate under the following guidelines for a period of (a) [*]
following the effective date of such termination if this Addendum No.
2 is terminated at or before [*]; or (b) [*] following the effective
date of such termination if this Addendum No. 2 is terminated any time
after [*] (“User Continuity Period”): (x) FB will provide to Zynga
continued access to the Facebook Platform; and (y) Zynga will continue
to integrate and display the Facebook Platform on the Zynga Properties
for the User Continuity Period, and each party will continue to comply
with the Agreement and this Addendum No. 2; provided, however, that in
the case of subsections (x) and (y), none of the [*] provisions of
this Addendum No. 2 shall apply following the expiration or effective
date of termination of this Addendum No. 2.

9.4 Except as specifically set forth in this Addendum No. 2
(including, for the avoidance of doubt, the Sections of this Addendum
No. 2 that survive per Section 9.5), neither party will have any
liability or obligation under this Addendum No. 2 upon any termination
in accordance with the terms of this Addendum No. 2, other than with
respect to any liabilities under this Addendum No. 2 that accrued from
events that occurred prior to termination.

9.5 The following Sections of this Addendum No. 2 will survive any
termination or expiration of the Agreement or this Addendum No. 2:
1.1, 1.3, 4.7, 9.2, 9.3, 10, 11.1 and 12.

10. Confidentiality; Publicity. Section 9 of Addendum No. 1 is
incorporated herein by reference and shall govern the confidentiality
of this Addendum No. 2. Notwithstanding anything to the contrary set
forth in the Agreement or this Addendum No. 2, if either party is
required to disclose all or any part of the Agreement and/or this
Addendum No. 2 pursuant to applicable laws or regulations, then prior
to any such required disclosure, such party shall: (a) promptly notify
the other party of the obligation to disclose the Agreement and/or
this Addendum No. 2; (b) obtain confidential treatment (or the
equivalent thereof) for such disclosure; and (c) allow the other party
to participate in such protective process and provide all reasonable
cooperation in connection therewith. For a period of forty-five (45)
days following the Addendum No. 2 Effective Date, the parties will
work together to agree upon a product announcement-related joint media
event in which the parties’ CEOs will participate. If the parties are
unable to mutually agree upon such an event, the parties’ CEOs shall
meet in person to discuss the matter. Neither party shall be in breach
of this Section 10 if the parties and their respective CEOs are unable
to reach agreement on such media event; provided, however, that in
lieu of such an event, the parties will issue a joint press release
(which release shall include quotes of each party’s CEO) in the form
mutually agreed by the parties.

11. Escalation Process; Executive Business Review.

11.1 Each party will designate an employee (the “Designated
Manager”) who will liaise with the other party from time-to-time. Each
party may change its Designated Manager(s) from time-to-time and will
inform the other party of such a change. The initial Designated
Managers will be:

12
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

Zynga Designated Manager

Facebook Designated Manager
Name: [*] Name: [*]
Title: [*] Title: [*]
Email: [*] Email: [*]
If a dispute, claim, question or difference between the parties (a
“Dispute”) arises regarding this Addendum No.2, the Designated
Managers will consult and negotiate for at least [*] to resolve such
Dispute. If the Designated Managers are unable to resolve the Dispute,
the matter will be escalated to the following senior executives, for
resolution for at least another [*]. Each party may change its
Designated Senior Executive(s) from time-to-time:

Zynga Senior Executive

Facebook Senior Executive
Name: [*] Name: [*]
Title: [*] Title: [*]
Email: [*] Email: [*]
cc: [*] cc: [*]

11.2 During the Term, the CEOs of each party shall meet in person no
less frequently than every [*] in order to discuss and review the
health of the parties’ relationship.

12.
General. This Addendum No. 2 supersedes any other prior or collateral
agreements, whether oral or written, with respect to the subject
matter of this Addendum No. 2. This Addendum No. 2 (including the SRR,
Addendum No. 1 and the Exhibits attached to each) sets forth the
entire understanding and agreement between the parties with respect to
the subject matter of this Addendum No. 2. This Addendum No. 2 may be
amended only in a writing signed by both parties. Except for notice to
the other party for a breach of this Addendum No. 2 or a Change of
Control (unless expressly indicated otherwise in this Addendum No. 2),
any other written notice required to be delivered pursuant to this
Addendum No. 2 shall be permitted to be delivered via email, provided
that any such email notice is sent to the other party’s Designated
Manager, with a copy sent to the Designated Senior Executive and their
respective cc’s. Any notice to a party for a breach of this Addendum
No. 2 or a Change of Control must be delivered in writing via
certified mail, FedEx or other delivery service with proof of
delivery, and shall be delivered to the address set forth on the
signature page of this Addendum No. 2. This Addendum No. 2 shall be
construed as if jointly drafted by the parties. The parties are
entering this Addendum No. 2 as independent contractors, and this
Addendum No. 2 will not be construed to create a partnership, joint
venture or employment relationship between them. This Addendum No. 2
will not be effective unless and until signed by both parties. Neither
party may assign this Addendum No. 2 or its rights or obligations
hereunder without the other party’s prior written consent, except in
connection with a Change of Control where the assignee agrees to be
bound by the terms of this Addendum No. 2. Notwithstanding the
preceding sentence, solely in the event of a Change of Control [*],
(a) the party subject to such Change of Control (“Acquired Party”)
shall provide the other party (“Non-Acquired Party”) with reasonable
advance written notice of the closing of any such Change of Control,
which advance notice shall in no case be less

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[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

than fifteen (15) days in advance of such closing, and (b) the
Non-Acquired Party shall have the right to terminate this Addendum No.
2 upon written notice to the other party within thirty (30) days, or
some other period of time mutually agreed in writing by the parties,
following the Non-Acquired Party’s receipt of such notice. In no case
may Zynga transfer or assign any Facebook User Data obtained under the
Agreement or this Addendum No. 2 to any third party, except in
connection with a Change of Control as permitted by the SRR; provided,
however, that in the event of a Change of Control of Zynga [*], (a)
that results in Zynga remaining a separate legal entity following the
closing of such transaction, Zynga shall ensure that [*], or (b) that
results in Zynga not remaining a separate legal entity following the
closing of the transaction, Zynga shall ensure that [*], in each case
(i) without FB’s prior written consent; but (ii) provided that in no
case may [*] (notwithstanding anything to the contrary set forth in
the Agreement) [*]. Zynga shall not, at any time following any Change
of Control or assignment (permitted or otherwise) of this Addendum No.
2 or its rights or obligations hereunder, without FB’s prior written
consent: (a) intentionally stifle or block growth of MUUs or (b)
perform any other action or fail to take an action that directly
results in a decrease of MUUs. Subject to the foregoing limitation on
assignment, this Addendum No. 2 will be binding upon, enforceable by
and inure to the benefit of the parties and each of their successors
and permitted assigns.

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[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

IN WITNESS WHEREOF, this Addendum No. 2 has been duly executed by the
parties as of the Addendum No. 2 Effective Date.

FACEBOOK, INC.
ZYNGA INC.
BY: [*]
BY: [*]
NAME: [*]
NAME: [*]
TITLE: [*]
TITLE: [*]
DATE: [*]
DATE: [*]

FACEBOOK IRELAND LIMITED
BY: [*]
NAME: [*]
TITLE: [*]
DATE: [*]
Address for written notice of breach:
Facebook, Inc.
1601 S. California Ave.
Palo Alto, CA 94304
Attn: General Counsel

Zynga Inc.
444 De Haro Street, Suite 132
San Francisco, CA 94107
Attn: General Counsel

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[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

Exhibit A
Definitions
“Acquired Zynga Mobile Game” means a Social Game offered or otherwise
made available on a Mobile Platform that Zynga acquires from a third
party (whether by merger, stock purchase, asset acquisition or
otherwise) that operates only on the Facebook Platform or that
operates on both the Facebook Platform and any other Social
Platform(s).
“Affiliates” has the meaning set forth in Addendum No. 1.
“API(s)” means application programming interface(s).
“Change of Control” means a third party acquires, directly or
indirectly, through merger, stock purchase, or otherwise: (i)
beneficial ownership of more than fifty percent (50%) of the voting
power of the issued and outstanding shares of a party, (ii) the
ability to nominate a majority of a party’s board of directors, or
(iii) all or substantially all of a party’s assets.
“Covered Zynga Game” means any Social Games or Zynga Mobile Games now
existing or later developed, offered or provided by Zynga or any of
its Affiliates, either directly or indirectly through a third party
(including, without limitation, as part of a relationship or
experience that is substantially branded or co-branded with any of
your trademarks, logos or other branding elements or those of any of
your Affiliates) that [*].
“Escalation Process” means the dispute resolution process set forth in
Section 11.
“Facebook Game” means any game owned or developed by or on behalf of
FB or any of its Affiliates that (a) has game play as its primary
purpose; and (b) has a user account (i.e., a user is prompted to
log-in or otherwise enter identifying information, including but not
limited to, username, email address, password, demographic
information, etc.), generates Stories to be shared with Facebook
Users, or maintains a dependency on interactions and/or collaborations
with other Facebook Users. In the event that FB or any of its
Affiliates acquires a company that owns or offers games, then FB shall
use commercially reasonable efforts to cease the offering or otherwise
making available such game at the end of ninety (90) days following
the closing of such acquisition. For the avoidance of doubt, (y) an
application that merely contains game mechanics (e.g. leader boards,
incentives, points, etc.) will not be considered a Facebook Game; and
(z) “Facebook Games” shall not include FB’s chess game or other games
or applications that have the primary purpose of demonstrating to FB
developers how to use the Facebook Platform.
“Facebook Platform” means Facebook’s APIs, tools and services that
enable others to retrieve data, information and content from FB and
transmit data, information and content to FB.

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[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

“Facebook Service” means the features and services made available
through (a) the Facebook Site; (b) the Facebook Platform; and (c)
other media, software (such as toolbar), devices or networks now
existing or later developed.
“Facebook Site” means www.facebook.com and any other FB branded or
co-branded websites, including, without limitation, sub-domains,
international versions, widgets, and versions made available through
applications and mobile versions.
“Facebook User” means a human user of the Facebook Service.
“Facebook User Data” means: (a) any data, content, code or other
materials received by Zynga from FB through the Facebook Platform in
connection with this Addendum No. 2; and (b) any information that
Zynga would not have if Zynga did not access such data, content, code
or other materials through the Facebook Platform. “Facebook User Data”
does not include Game Data or Independent Data.
“Game Data” means any game-derived data for a Zynga User including,
but not limited to, such user’s experience points, users’ game-related
interactions with other users, any Zynga virtual goods purchased by
such user, and the game level achieved by such user.
“Independent Data” has the meaning set forth in Section 4.5.
“Instant Personalization” means the pilot Facebook Service program
that allows certain Facebook Platform developers to access, use, and
display the data defined as “General Information” in the FB Privacy
Policy to personalize a Facebook User’s experience on such developer’s
website or service as soon as the Facebook User arrives to the website
or service.
“Mobile Acquired User” means a Facebook User of an Acquired Zynga
Mobile Game that has granted permission (implicitly or explicitly) for
such Acquired Zynga Mobile Game to access their basic information, but
that has never granted such permission for any other Covered Zynga
Game.
“Mobile MUUs” means the number of de-duplicated monthly unique users
that are playing at least one Covered Zynga Game that is a Zynga
Mobile Game.
“Mobile Platform” means a mobile platform, including but not limited
to, Symbian, Brew, Android, iOS, Windows Phone and RIM.
“MUU” means de-duplicated monthly unique users across all Covered Zynga Games.
“Social Game Company” means a third party developer or provider of
Social Games that is primarily in the business of developing,
distributing and/or publishing Social Games.
“Social Game” means a game that [*]. For the purposes of clarity,
Social Game shall not include “solo games” that do not have user
accounts and do not allow users to connect with friends as described
in subsection (b) above.
“Social Platform” means [*]. As of the Addendum No. 2 Effective Date,
Social Platforms include (but are not limited to) the following
companies and their acquirers or successors: [*]. For the avoidance of

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MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

doubt, nothing herein shall prohibit Zynga from sending communications
to Zynga Users via electronic mail or SMS or providing an email- or
SMS-based game that works across email providers (e.g. Gmail, Yahoo,
Hotmail). “Social Platform” shall not include a platform that is used
primarily to provide customer support to Zynga Users or maintain user
forums in which Zynga Users communicate directly with one another
primarily to discuss support issues related to the Zynga Properties or
Zynga games.
“Story” means a story, status update, event, comment, rating, review,
blog post, photo, video, or other information shared by or generated
about a user for communication with other users.
“Substantially Similar Game” means a Social Game offered by Zynga that
has a substantially similar theme as a Covered Zynga Game or an
Acquired Covered Zynga Game (i.e. Cabville and Taxiville would be
substantially similar games, but Taxiville and Yachtville would not
be). For purposes of this definition, “theme” shall mean the
environment or objectives of the Social Game.
“Zynga ID” means an identification assigned by Zynga to any Zynga User
who sets up an account with Zynga.
“Zynga Mobile Game” means a Social Game that Zynga offers or otherwise
makes available on a Mobile Platform.
“Zynga Platform” has the meaning set forth in Section 3.1.
“Zynga Property” means any sites and applications (except as expressly
set forth below), now existing or later developed, that are owned or
operated by Zynga or any of its Affiliates, either directly or
indirectly through a third party (including, without limitation, as
part of a relationship or experience that is substantially branded or
co-branded with any of your trademarks, logos or other branding
elements or those of any of your Affiliates), including but not
limited to, www.zynga.com and any other Zynga branded or co-branded
websites, including, without limitation, sub-domains, international
versions, versions developed for other form factors and for Mobile
Platforms (excluding Zynga’s activities [*] as set forth in Section
3.6.1). Zynga Property does not include (a) non-Covered Zynga Games
that Zynga offers or otherwise makes available (as permitted under
this Addendum No. 2) through iFrames, embedded java script, or API
calls on a page on third party web sites (including but not limited to
other Social Platforms) that are not owned or operated by Zynga or any
of its Affiliates, either directly or indirectly through a third party
and where the user navigated domain is not a Zynga domain, or (b) Solo
Mobile Games.
“Zynga User” means a human user of a Covered Zynga Game or a Zynga Property.

18
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

Exhibit B1
Web Target Growth Schedule

All MUU numbers in mm (millions)
Starting MUU for Web = [*]
Y2 Ending MUU = [*]
Y5 Ending MUU = [*]
[*] [*] [*]
Quarterly Growth Rate (Y0 to Y2): [*] [*] [*]
Quarterly Growth Rate (Y3 to Y5): [*] [*] [*]
(calendar quarters) [*] [*] [*]
[*] [*] [*]
Y1: 2011 Q1 [*] [*] [*]
Q2 [*] [*] [*]
Q3 [*] [*] [*]
Q4 [*] [*] [*]
Y2: 2012 Q1 [*] [*] [*]
Q2 [*] [*] [*]
Q3 [*] [*] [*]
Q4 [*] [*] [*]
Y3: 2013 Q1 [*] [*] [*]
Q2 [*] [*] [*]
Q3 [*] [*] [*]
Q4 [*] [*] [*]
Y4: 2014 Q1 [*] [*] [*]
Q2 [*] [*] [*]
Q3 [*] [*] [*]
Q4 [*] [*] [*]
Y5: 2015 Q1 [*] [*] [*]
Q2 [*] [*] [*]
Q3 [*] [*] [*]
Q4 [*] [*] [*]

19
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

Exhibit B2
Mobile Target Growth Schedule
Q4Y2 (2012) Ending Mobile MUU: [*]

20
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

Exhibit C
[Intentionally left blank]

21
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

Exhibit D
Product Enhancements
1. Within sixty (60) days following the Addendum No. 2 Effective Date,
FB will create a type of discovery Story that is generated based on a
Facebook User’s usage of a game or application. Such Story will be
generated at least one (1) time if and when a Facebook User has (a)
within a calendar year, logged more than 50 hours of playing time of a
game or application; or (b) played a game or application for more than
40 days. Such Stories will also appear to Facebook Users’ non-gamer
friends. Facebook may replace this product enhancement at any time
with an alternative solution that drives more game or application
installs or re-activation of inactive users. If Zynga reasonably
believes that such alternative solution is not driving more game or
application installs or re-activation of inactive users, Zynga shall
provide FB with notice and FB shall have forty-five (45) days to
remedy such problem.
2. Within forty-five (45) days following the Addendum No. 2 Effective
Date, FB will surface Stories in the recent stories feed related to
Covered Zynga Games that are generated by Facebook Users to such
Facebook User’s friends that have played such Covered Zynga Game at
least once in the sixty (60) days immediately preceding the generation
of such Story. FB will continue to surface such Stories for a period
that is the greater of: (x) ninety (90) days following the first day
that this enhancement is made available, or (y) until FB makes a
change to and/or discontinues such Stories.
3. Within ninety (90) days following the Addendum No. 2 Effective
Date, FB will provide API access for sending requests that does not
require FB confirmation dialogs. FB must approve all flows which use
such APIs and such APIs will be subject to continued quality control
reviews (including generally applied algorithmic-based limitations) to
ensure good user experience.

22
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

Exhibit E
Facebook Platform Enhancements
[*]

23
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

Exhibit F
Registration Flow


Facebook will enable a registration API which allows Zynga Users to
create a new FB account on the Zynga Properties.


FB will provide Zynga with the data fields necessary to create a new
FB account (“Data Fields”) (e.g., “First Name”, “Last Name”, “Email
Address”, “Password”, “Gender”, “Date of Birth”). Data Fields may be
changed by FB from time-to-time. Promptly following receipt of notice
from FB, Zynga will implement and update the Data Fields in the
registration flow.


FB will provide Zynga with the security information fields necessary
to create a new FB account (“Security Information Fields”) (e.g., URL
referrer that the user had when they hit the registration page, the IP
address of the user, the length of time the user spent filling out a
registration form, the facebook.com cookies present on the user’s
machine, the “User Agent” of the user’s browser). Security Information
may be changed by FB from time-to-time. Promptly following receipt of
notice from FB, Zynga will implement and update the Security
Information Fields that must be passed to Facebook.


Zynga will store and use the Data Fields and Security Information
Fields for the purpose of providing users with the Registration Flow.


Zynga will pass to FB all information Zynga collects using the
then-current Data Fields and Security Information Fields designated by
FB.


Prior to linking a Facebook User’s Zynga account to their FB account,
Zynga will notify and obtain clear, conspicuous and express consent
from such Facebook User. Zynga will be solely responsible for
obtaining such consent from such Facebook Users.


If a user’s attempted registration is deemed by FB to be invalid or an
error has occurred, the registration API will generate an error
message (e.g., if a user enters an email address that has already been
used to create an existing FB account, then FB will provide a notice
that an account for such email address already exists).


Zynga will include in the Registration Flow any and all legal,
privacy, security and/or regulatory-related language (including links
to web applications or web pages) that FB provides to Zynga from
time-to-time (e.g. terms of use, privacy policy) and Zynga will
promptly implement any FB-provided changes to such language, the Data
Fields or Security Information.


Zynga will submit the initial Registration Flow to FB’s Designated
Manager for review and approval of FB Elements prior to making it
available to users. As used herein, “FB Elements” includes but is not
limited to, Data Fields and Security Information Fields, messaging to
users, FB assets and legal, regulatory, security and/or privacy
language and other related requirements. If FB does not respond within
3 business days following FB’s receipt of such Registration Flow with
a detailed summary of unapproved elements of the Registration Flow,
then Zynga may, as its sole remedy, invoke the Escalation Process.


Zynga may make modifications to those portions of the Registration
Flow that do not impact the FB Elements. Notwithstanding the
foregoing, if Zynga makes any modifications that have a substantial
impact on the Registration Flow, Zynga will re-submit such modified
Registration Flow to FB’s Designated Manager for review and approval
prior to making the modified Registration Flow available to users. If
FB does not respond within 3 days with a detailed summary of the
unapproved elements of the Registration Flow, then Zynga may, as its
sole remedy, invoke the Escalation Process.

24
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

Exhibit G
Zynga Platform
(1) All games on the Zynga Platform developed by third parties must be
registered for the Facebook API and have a unique application
identifier that is different from any application ID used by Zynga or
any Zynga games.
(2) All games on the Zynga Platform must make all API requests related
to login, identity, friends and game friends (“Core Social APIs”)
directly and solely to FB. Notwithstanding the preceding sentence,
Zynga may develop the Facebook Zynga SDK. As used herein, “Facebook
Zynga SDK” means a software development kit that Zynga develops for
distribution on the Facebook Site in accordance with all the SDK
Requirements solely (1) to facilitate the development of games on the
Zynga Platform that use the Core Social APIs and (2) for the purpose
of caching, instrumentation, graceful degradation, performance,
security, logging, infrastructure or statistics related solely to the
Core Social APIs. Zynga hereby grants FB all rights necessary to use,
copy, modify, sublicense and distribute on the Facebook Site the
Facebook Zynga SDK and Documentation. “SDK Requirements” means the
Facebook Zynga SDK (a) [*]: (i) API methods, (ii) signatures (i.e. the
same inputs/outputs for all method calls), (iii) API names, (iv)
functionality and (v) semantics, as the Core Social APIs; (b) shall
remain current and reflect any changes, updates, modifications, etc.
that FB makes to the Core Social APIs from time-to-time; (c) must
comply with the SRR; (d) include accompanying documentation
(“Documentation”); and (e) may include Zynga-developed API methods
related to game friends (“Zynga Game Friends Equivalents”) only until
FB makes available the Game Friends Protocol, at which time Zynga
shall remove the Zynga Game Friends Equivalents from the Facebook
Zynga SDK and incorporate the Game Friends Protocol per FB’s
requirements. As between the parties, Facebook retains the sole right
to distribute the Facebook Zynga SDK to third parties, and Facebook
will provide a summary description of the Facebook Zynga SDK in the
developer section of the Facebook Site with a download link to the
developer portion of a Zynga Property for the Documentation. The Zynga
Platform may make calls to Core Social APIs on behalf of games,
provided that the Zynga API provides only substantially different
functionality than the Core Social APIs and does not combine any such
functionality(ies) to serve as a replacement for any of the Core
Social APIs (e.g., the Zynga API may provide a leaderboard API method
that retrieves the top 10 scores of user’s friends such that the Zynga
Platform could call getFriends in order to determine which users to
rank).
(3) To the extent that games on the Zynga Platform integrate with FB
communication channels, such integration must happen through the
standard Facebook Platform APIs for the application. For the avoidance
of doubt, Zynga cannot publish activity about a third party game to FB
via Zynga’s application identifier; such activity must be published
directly via the application identifier of such third party game.
(4) To the extent that games on the Zynga Platform generate Stories,
such Stories shall be subject to the requirements set forth in Section
5.2 of this Addendum No. 2.

25
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

Exhibit H
Instant Personalization

1. Availability and Access to Instant Personalization. If Zynga
desires to make Instant Personalization available on the Zynga
Properties, Zynga will consult with FB and FB will assist Zynga in
developing an Instant Personalization experience on the Zynga
Properties.

2. Use of Facebook User Data for Instant Personalization. If Zynga
makes the Instant Personalization service available, then when a
Facebook User (or a Facebook User’s friends or other category of user
as approved in writing by FB) visits the Zynga Properties, so long as
such Facebook User has not exercised an Opt-Out (as defined in Section
4.5.3.6 below) and subject to the SRR and the Facebook Platform
Policies, Zynga may use the data defined as “General Information” in
the Facebook Privacy Policy to improve the user’s experience on the
Zynga Properties through Instant Personalization. As of the Addendum
No. 2 Effective Date, General Information includes a Facebook User’s
and the Facebook User’s friends’ names, profile pictures, gender, user
ID’s, connections and publicly viewable Facebook User Data. In
addition, Instant Personalization will provide a session key for every
user that is substantially equivalent to a session key obtained on FB
canvas for an installed user. For the avoidance of doubt and
notwithstanding anything to the contrary set forth in the Agreement or
this Addendum No. 2, Zynga’s ability to use Facebook User Data as part
of a Personalized Developer Application is subject to the generally
applicable requirements and restrictions specified in the SRR and the
Facebook Platform Policies.

3. Requirements of Use of Instant Personalization Product. Zynga’s
access to and use of the Instant Personalization product is subject to
the following requirements:

3.1 FB launching the Instant Personalization service in a particular
territory before Instant Personalization can be used by Zynga in that
specific territory.

3.2 FB’s written approval of each Personalized Developer Application
prior to the launch of such Personalized Developer Application. Zynga
must launch such Personalization Developer Application within a
reasonable time period after receiving the written approval from FB.

3.3 Zynga will specify to FB in writing (which may be provided by
email) the data Zynga will access in providing such Personalized
Developer Applications and an explanation of how Zynga will use such
data.

3.4 With respect to every Facebook User for whom Zynga receives
Facebook User Data who has not formally connected, Zynga agrees to
display, with the frequency specified by FB, the dialog specified or
approved by FB in writing (for example, the “blue bar”), which dialog
gives such user the opportunity to opt out of Zynga’s use of such
Facebook User Data. If such Facebook User opts out in such dialog,
Zynga will delete that Facebook User Data immediately.

3.5
For as long as Zynga has Personalized Developer Applications, Zynga
will also provide an easy and prominent method for (a) Facebook Users
to opt out of Zynga’s use of their Facebook User Data and (b) Facebook
Users to request the deletion of all information Zynga received from
FB about such Facebook Users. In addition, Zynga will provide an email
address to FB, which may be provided to Facebook Users, so that FB may
enable any Facebook User who

26
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

has never visited Zynga’s Personalized Developer Applications to
request that Zynga delete all information Zynga received from FB about
such Facebook User. Zynga agrees to comply with all such requests as
promptly as possible, but in any case within twenty-four (24) hours of
receiving such request.

3.6 If a Facebook User at any time opts out of: (a) Instant
Personalization for the Zynga Properties; (b) Instant Personalization
in general; and/or (c) the Facebook Platform in general (any such
action, an “Opt-Out”), Zynga will discontinue use of the Facebook User
Data of such Facebook User in connection with Instant Personalization
as soon as the Facebook User exercises such Opt-Out.

3.7 Zynga is fully responsible for Facebook User Data in Zynga’s
possession or control. As such, Zynga will deploy administrative,
technical and physical safeguards that prevent the unauthorized
access, processing, use or disclosure of Facebook User Data. Zynga
promptly will notify FB of any unauthorized access, processing, use or
disclosure of Facebook User Data and will cooperate with FB to address
any problems or concerns resulting from such unauthorized access. If
FB requests to review Zynga’s security program, Zynga will grant FB
full and complete access and will cooperate with FB to address any
security concerns.

27
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

Annex 1
Statement of Rights and Responsibilities
This agreement was written in English (US). To the extent any
translated version of this agreement conflicts with the English
version, the English version controls. Please note that Section 16
contains certain changes to the general terms for users outside the
United States.
Date of Last Revision: October 4, 2010.
Statement of Rights and Responsibilities
This Statement of Rights and Responsibilities (“Statement”) derives
from the Facebook Principles, and governs our relationship with users
and others who interact with Facebook. By using or accessing Facebook,
you agree to this Statement.

1. Privacy
Your privacy is very important to us. We designed our Privacy Policy
to make important disclosures about how you can use Facebook to share
with others and how we collect and can use your content and
information. We encourage you to read the Privacy Policy, and to use
it to help make informed decisions.

2. Sharing Your Content and Information
You own all of the content and information you post on Facebook, and
you can control how it is shared through your privacy and application
settings. In addition:

1. For content that is covered by intellectual property rights, like
photos and videos (“IP content”), you specifically give us the
following permission, subject to your privacy and application
settings: you grant us a non-exclusive, transferable, sub-licensable,
royalty-free, worldwide license to use any IP content that you post on
or in connection with Facebook (“IP License”). This IP License ends
when you delete your IP content or your account unless your content
has been shared with others, and they have not deleted it.

2. When you delete IP content, it is deleted in a manner similar to
emptying the recycle bin on a computer. However, you understand that
removed content may persist in backup copies for a reasonable period
of time (but will not be available to others).

3. When you use an application, your content and information is
shared with the application. We require applications to respect your
privacy, and your agreement with that application will control how the
application can use, store, and transfer that content and information.
(To learn more about Platform, read our Privacy Policy and Platform
Page.)

4. When you publish content or information using the “everyone”
setting, it means that you are allowing everyone, including people off
of Facebook, to access and use that information, and to associate it
with you (i.e., your name and profile picture).

28
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

5. We always appreciate your feedback or other suggestions about
Facebook, but you understand that we may use them without any
obligation to compensate you for them (just as you have no obligation
to offer them).

3. Safety
We do our best to keep Facebook safe, but we cannot guarantee it. We
need your help to do that, which includes the following commitments:

1. You will not send or otherwise post unauthorized commercial
communications (such as spam) on Facebook.

2. You will not collect users’ content or information, or otherwise
access Facebook, using automated means (such as harvesting bots,
robots, spiders, or scrapers) without our permission.

3. You will not engage in unlawful multi-level marketing, such as a
pyramid scheme, on Facebook.

4. You will not upload viruses or other malicious code.

5. You will not solicit login information or access an account
belonging to someone else.

6. You will not bully, intimidate, or harass any user.

7. You will not post content that: is hateful, threatening, or
pornographic; incites violence; or contains nudity or graphic or
gratuitous violence.

8. You will not develop or operate a third-party application
containing alcohol-related or other mature content (including
advertisements) without appropriate age-based restrictions.

9. You will not offer any contest, giveaway, or sweepstakes
(“promotion”) on Facebook without our prior written consent. If we
consent, you take full responsibility for the promotion, and will
follow our Promotions Guidelines and all applicable laws.

10. You will not use Facebook to do anything unlawful, misleading,
malicious, or discriminatory.

11. You will not do anything that could disable, overburden, or
impair the proper working of Facebook, such as a denial of service
attack.

12. You will not facilitate or encourage any violations of this Statement.

4. Registration and Account Security
Facebook users provide their real names and information, and we need
your help to keep it that way. Here are some commitments you make to
us relating to registering and maintaining the security of your
account:

1. You will not provide any false personal information on Facebook,
or create an account for anyone other than yourself without
permission.

2. You will not create more than one personal profile.

3. If we disable your account, you will not create another one
without our permission.

4. You will not use your personal profile for your own commercial
gain (such as selling your status update to an advertiser).

5. You will not use Facebook if you are under 13.

6. You will not use Facebook if you are a convicted sex offender.

7. You will keep your contact information accurate and up-to-date.

8. You will not share your password, (or in the case of developers,
your secret key), let anyone else access your account, or do anything
else that might jeopardize the security of your account.

29
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

9. You will not transfer your account (including any page or
application you administer) to anyone without first getting our
written permission.

10. If you select a username for your account we reserve the right
to remove or reclaim it if we believe appropriate (such as when a
trademark owner complains about a username that does not closely
relate to a user’s actual name).

5. Protecting Other People’s Rights
We respect other people’s rights, and expect you to do the same.

1. You will not post content or take any action on Facebook that
infringes or violates someone else’s rights or otherwise violates the
law.

2. We can remove any content or information you post on Facebook if
we believe that it violates this Statement.

3. We will provide you with tools to help you protect your
intellectual property rights. To learn more, visit our How to Report
Claims of Intellectual Property Infringement page.

4. If we remove your content for infringing someone else’s
copyright, and you believe we removed it by mistake, we will provide
you with an opportunity to appeal.

5. If you repeatedly infringe other people’s intellectual property
rights, we will disable your account when appropriate.

6. You will not use our copyrights or trademarks (including
Facebook, the Facebook and F Logos, FB, Face, Poke, Wall and 32665),
or any confusingly similar marks, without our written permission.

7. If you collect information from users, you will: obtain their
consent, make it clear you (and not Facebook) are the one collecting
their information, and post a privacy policy explaining what
information you collect and how you will use it.

8. You will not post anyone’s identification documents or sensitive
financial information on Facebook.

9. You will not tag users or send email invitations to non-users
without their consent.

6. Mobile

1. We currently provide our mobile services for free, but please be
aware that your carrier’s normal rates and fees, such as text
messaging fees, will still apply.

2. In the event you change or deactivate your mobile telephone
number, you will update your account information on Facebook within 48
hours to ensure that your messages are not sent to the person who
acquires your old number.

3. You provide all rights necessary to enable users to sync
(including through an application) their contact lists with any basic
information and contact information that is visible to them on
Facebook, as well as your name and profile picture.

7. Payments
If you make a payment on Facebook or use Facebook Credits, you agree
to our Payments Terms.

8. Special Provisions Applicable to Share Links
If you include our Share Link button on your website, the following
additional terms apply to you:

1. We give you permission to use Facebook’s Share Link button so
that users can post links or content from your website on Facebook.

2. You give us permission to use and allow others to use such links
and content on Facebook.

30
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

3. You will not place a Share Link button on any page containing
content that would violate this Statement if posted on Facebook.

9. Special Provisions Applicable to Developers/Operators of
Applications and Websites
If you are a developer or operator of a Platform application or
website, the following additional terms apply to you:

1. You are responsible for your application and its content and all
uses you make of Platform. This includes ensuring your application or
use of Platform meets our Facebook Platform Policies and our
Advertising Guidelines.

2. Your access to and use of data you receive from Facebook, will be
limited as follows:

1. You will only request data you need to operate your application.

2. You will have a privacy policy that tells users what user data
you are going to use and how you will use, display, share, or transfer
that data and you will include your privacy policy URL in the
Developer Application.

3. You will not use, display, share, or transfer a user’s data in a
manner inconsistent with your privacy policy.

4. You will delete all data you receive from us concerning a user if
the user asks you to do so, and will provide a mechanism for users to
make such a request.

5. You will not include data you receive from us concerning a user
in any advertising creative.

6. You will not directly or indirectly transfer any data you receive
from us to (or use such data in connection with) any ad network, ad
exchange, data broker, or other advertising related toolset, even if a
user consents to that transfer or use.

7. You will not sell user data. If you are acquired by or merge with
a third party, you can continue to use user data within your
application, but you cannot transfer user data outside of your
application.

8. We can require you to delete user data if you use it in a way
that we determine is inconsistent with users’ expectations.

9. We can limit your access to data.

10. You will comply with all other restrictions contained in our
Facebook Platform Policies.

3. You will not give us information that you independently collect
from a user or a user’s content without that user’s consent.

4. You will make it easy for users to remove or disconnect from your
application.

5. You will make it easy for users to contact you. We can also share
your email address with users and others claiming that you have
infringed or otherwise violated their rights.

6. You will provide customer support for your application.

7. You will not show third party ads or web search boxes on Facebook.

8. We give you all rights necessary to use the code, APIs, data, and
tools you receive from us.

9. You will not sell, transfer, or sublicense our code, APIs, or
tools to anyone.

10. You will not misrepresent your relationship with Facebook to others.

11. You may use the logos we make available to developers or issue a
press release or other public statement so long as you follow our
Facebook Platform Policies.

12. We can issue a press release describing our relationship with you.

13. You will comply with all applicable laws. In particular you will
(if applicable):

31
[*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information

1. have a policy for removing infringing content and terminating
repeat infringers that complies with the Digital Millennium Copyright
Act.

2. comply with the Video Privacy Protection Act (“VPPA”), and obtain
any opt-in consent necessary from users so that user data subject to
the VPPA may be shared on Facebook. You represent that any disclosure
to us will not be incidental to the ordinary course of your business.

14. We do not guarantee that Platform will always be free.

15. You give us all rights necessary to enable your application to
work with Facebook, including the right to incorporate content and
information you provide to us into streams, profiles, and user action
stories.

16. You give us the right to link to or frame your application, and
place content, including ads, around your application.

17. We can analyze your application, content, and data for any
purpose, including commercial (such as for targeting the delivery of
advertisements and indexing content for search).

18. To ensure your application is safe for users, we can audit it.

19. We can create applications that offer similar features and
services to, or otherwise compete with, your application.

10. About Advertisements and Other Commercial Content Served or
Enhanced by Facebook
Our goal is to deliver ads that are not only valuable to advertisers,
but also valuable to you. In order to do that, you agree to the
following:

1. You can use your privacy settings to limit how your name and
profile picture may be associated with commercial, sponsored, or
related content (such as a brand you like) served or enhanced by us.
You give us permission to use your name and profile picture in
connection with that content, subject to the limits you place.

2. We do not give your content or information to advertisers without
your consent.

3. You understand that we may not always identify paid services and
communications as such.

11. Special Provisions Applicable to Advertisers
You can target your specific audience by buying ads on Facebook or our
publisher network. The following additional terms apply to you if you
place an order through our online advertising portal (“Order”):

1. When you place an Order, you will tell us the type of advertising
you want to buy, the amount you want to spend, and your bid. If we
accept your Order, we will deliver your ads as inventory becomes
available. When serving your ad, we do our best to deliver the ads to
the audience you specify, although we cannot guarantee in every
instance that your ad will reach its intended target.

2. In instances where we believe doing so will enhance the
effectiveness of your advertising campaign, we may broaden the
targeting criteria you specify.

3. You will pay for your Orders in accordance with our Payments
Terms. The amount you owe will be calculated based on our tracking
mechanisms.

4. Your ads will comply with our Advertising Guidelines.

5. We will determine the size, placement, and positioning of your ads.

6. We do not guarantee the activity that your ads will receive, such
as the number of clicks you will get.

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7. We cannot control how people interact with your ads, and are not
responsible for click fraud or other improper actions that affect the
cost of running ads. We do, however, have systems to detect and filter
certain suspicious activity, learn more here.

8. You can cancel your Order at any time through our online portal,
but it may take up to 24 hours before the ad stops running. You are
responsible for paying for those ads.

9. Our license to run your ad will end when we have completed your
Order. You understand, however, that if users have interacted with
your ad, your ad may remain until the users delete it.

10. We can use your ads and related content and information for
marketing or promotional purposes.

11. You will not issue any press release or make public statements
about your relationship with Facebook without written permission.

12. We may reject or remove any ad for any reason.

13. If you are placing ads on someone else’s behalf, we need to make
sure you have permission to place those ads, including the following:

1. You warrant that you have the legal authority to bind the
advertiser to this Statement.

2. You agree that if the advertiser you represent violates this
Statement, we may hold you responsible for that violation.

12. Special Provisions Applicable to Pages
If you create or administer a Page on Facebook, you agree to our Pages Terms.

13. Amendments

1. We can change this Statement if we provide you notice (by posting
the change on the Facebook Site Governance Page) and an opportunity to
comment. To get notice of any future changes to this Statement, visit
our Facebook Site Governance Page and become a fan.

2. For changes to sections 7, 8, 9, and 11 (sections relating to
payments, application developers, website operators, and advertisers),
we will give you a minimum of three days notice. For all other changes
we will give you a minimum of seven days notice. All such comments
must be made on the Facebook Site Governance Page.

3. If more than 7,000 users comment on the proposed change, we will
also give you the opportunity to participate in a vote in which you
will be provided alternatives. The vote shall be binding on us if more
than 30% of all active registered users as of the date of the notice
vote.

4. We can make changes for legal or administrative reasons, or to
correct an inaccurate statement, upon notice without opportunity to
comment.

14. Termination
If you violate the letter or spirit of this Statement, or otherwise
create risk or possible legal exposure for us, we can stop providing
all or part of Facebook to you. We will notify you by email or at the
next time you attempt to access your account. You may also delete your
account or disable your application at any time. In all such cases,
this Statement shall terminate, but the following provisions will
still apply: 2.2, 2.4, 3-5, 8.2, 9.1-9.3, 9.9, 9.10, 9.13, 9.15, 9.18,
10.3, 11.2, 11.5, 11.6, 11.9, 11.12, 11.13, and 14-18.

15. Disputes

1.
You will resolve any claim, cause of action or dispute (“claim”) you
have with us arising out of or relating to this Statement or Facebook
exclusively in a state or federal court

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located in Santa Clara County. The laws of the State of California
will govern this Statement, as well as any claim that might arise
between you and us, without regard to conflict of law provisions. You
agree to submit to the personal jurisdiction of the courts located in
Santa Clara County, California for the purpose of litigating all such
claims.

2. If anyone brings a claim against us related to your actions,
content or information on Facebook, you will indemnify and hold us
harmless from and against all damages, losses, and expenses of any
kind (including reasonable legal fees and costs) related to such
claim.

3. WE TRY TO KEEP FACEBOOK UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT
YOUR OWN RISK. WE ARE PROVIDING FACEBOOK “AS IS” WITHOUT ANY EXPRESS
OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT FACEBOOK WILL BE SAFE OR
SECURE. FACEBOOK IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT,
INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR
DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND
DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED
WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A
CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH
SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” WE WILL NOT BE LIABLE TO YOU
FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR
INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS STATEMENT
OR FACEBOOK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS STATEMENT OR
FACEBOOK WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR
THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW
MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL
OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU. IN SUCH CASES, FACEBOOK’S LIABILITY WILL BE LIMITED TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

16. Special Provisions Applicable to Users Outside the United States
We strive to create a global community with consistent standards for
everyone, but we also strive to respect local laws. The following
provisions apply to users outside the United States:

1. You consent to having your personal data transferred to and
processed in the United States.

2. If you are located in a country embargoed by the United States,
or are on the U.S. Treasury Department’s list of Specially Designated
Nationals you will not engage in commercial activities on Facebook
(such as advertising or payments) or operate a Platform application or
website.

3. Certain specific terms that apply only for German users are available here.

17. Definitions

1.
By “Facebook” we mean the features and services we make available,
including through (a) our website at www.facebook.com and any other
Facebook branded or co-branded websites (including sub-domains,
international versions, widgets, and mobile versions);

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SECURITIES ACT OF 1933, AS AMENDED.
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(b) our Platform; (c) social plugins such as the like button, the
share button and other similar offerings and (d) other media, software
(such as a toolbar), devices, or networks now existing or later
developed.

2. By “Platform” we mean a set of APIs and services that enable
others, including application developers and website operators, to
retrieve data from Facebook or provide data to us.

3. By “information” we mean facts and other information about you,
including actions you take.

4. By “content” we mean anything you post on Facebook that would not
be included in the definition of “information.”

5. By “data” we mean content and information that third parties can
retrieve from Facebook or provide to Facebook through Platform.

6. By “post” we mean post on Facebook or otherwise make available to
us (such as by using an application).

7. By “use” we mean use, copy, publicly perform or display,
distribute, modify, translate, and create derivative works of.

8. By “active registered user” we mean a user who has logged into
Facebook at least once in the previous 30 days.

9. By “application” we mean any application or website that uses or
accesses Platform, as well as anything else that receives or has
received data from us. If you no longer access Platform but have not
deleted all data from us, the term application will apply until you
delete the data.

18. Other

1. If you are a resident of or have your principal place of business
in the US or Canada, this Statement is an agreement between you and
Facebook, Inc. Otherwise, this Statement is an agreement between you
and Facebook Ireland Limited. References to “us,” “we,” and “our” mean
either Facebook, Inc. or Facebook Ireland Limited, as appropriate.

2. This Statement makes up the entire agreement between the parties
regarding Facebook, and supersedes any prior agreements.

3. If any portion of this Statement is found to be unenforceable,
the remaining portion will remain in full force and effect.

4. If we fail to enforce any of this Statement, it will not be
considered a waiver.

5. Any amendment to or waiver of this Statement must be made in
writing and signed by us.

6. You will not transfer any of your rights or obligations under
this Statement to anyone else without our consent.

7. All of our rights and obligations under this Statement are freely
assignable by us in connection with a merger, acquisition, or sale of
assets, or by operation of law or otherwise.

8. Nothing in this Statement shall prevent us from complying with the law.

9. This Statement does not confer any third party beneficiary rights.

10. You will comply with all applicable laws when using or accessing Facebook.
You may also want to review the following documents:


Privacy Policy: The Privacy Policy is designed to help you understand
how we collect and use information.

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SECURITIES ACT OF 1933, AS AMENDED.
Facebook/Zynga Confidential Information


Payment Terms: These additional terms apply to all payments made on or
through Facebook.


Platform Page: This page helps you better understand what happens when
you add a third-party application or use Facebook Connect, including
how they may access and use your data.


Facebook Platform Policies: These guidelines outline the policies that
apply to applications, including Connect sites.


Advertising Guidelines: These guidelines outline the policies that
apply to advertisements placed on Facebook.


Promotions Guidelines: These guidelines outline the policies that
apply if you have obtained written pre-approval from us to offer
contests, sweepstakes, and other types of promotions on Facebook.


How to Report Claims of Intellectual Property Infringement


How to Appeal Claims of Copyright Infringement


Pages Terms

Facebook © 2010 · English (US)

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SECURITIES ACT OF 1933, AS AMENDED.

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Another gadget you don’t really need. Will not work once you get it home. New model out in 4 weeks. Battery life is too short to be of any use.

— From the fact sheet for a fake product entitled Useless Plasticbox 1.2 (an actual empty plastic box) placed in L.A.-area Best Buy stores by an artist called Plastic Jesus