By installing or using the Licensed Material, you agree to be legally bound by these Terms and that these Terms will govern your relationship with Razer. Some of the Licensed Material may be only fully usable in conjunction with the use of additional Razer products or services. If this applies, or if you use the Licensed Material in conjunction with other Razer products or services, then these Terms for those other products or services also apply.
If you do not agree to be bound, do not continue to install or use the Licensed Material and delete any instances of the Licensed Material from your computer or other electronic device.
In these Terms (including the annex and schedules), each of the following expressions has the following meaning, except where the context otherwise requires:
"Developer Portal" means Razer's developer site located at https://api.razer.com;
"End Users" means users of your Services;
"Licensed Material" means collectively, the Razer API, Razer Content, and the Razer Marks;
"Razer" means Razer Inc. and its subsidaries and affiliates;
"Razer APIs" means the Razer Application Programming Interface ("API"), and/or the related documentation, data, code and other materials provided by Razer with the API, as updated from time to time, including without limitation through the Developer Portal;
"Razer Content" means Razer end user profile information and any other data and information made available to you through the Razer API or by any other means authorised by Razer, and any copies and derivative works thereof;
"Razer Marks" means the Razer name, trademarks, or logos that Razer makes available to you, including via the Developer Portal; and
"Services" means your websites, applications and other offerings that use the Razer APIs or otherwise use the Licensed Material as approved by Razer.
- DEVELOPER PORTAL ACCOUNT
If you are an individual representing an entity, you acknowledge that you have the appropriate authority to accept these Terms on behalf of such entity. You may not use the Licensed Material and may not accept these Terms if you are not of legal age to form a binding contract with Razer, or you are a person barred from using or receiving the Licensed Material or any part thereof under applicable laws.
In order to access the Licensed Material, you may be required to provide certain information (including but not limited to identification or contact details) as part of the registration process, or as part of your continued use of the Licensed Material. Any such information you provide to Razer must be accurate and up to date.
- Grant of Licence
Subject to these Terms and conditions in these Terms, Razer hereby grants to you and you accept a non-exclusive, non-transferable, non-sublicensable, revocable license solely to:
(a) Use the Razer APIs to integrate Razer Content into your Services [or conduct aggregated analysis of such Razer Content];
(b) Copy a reasonable amount of and display Razer Content on and through your Services to End Users, to the extent permitted by these Terms;
(c) Modify Razer Content only to the extent required to format it for display on your Services; and
(d) Use and display Razer Marks, solely to attribute Razer's offerings as the source of Razer Content and/or for the purpose of promoting or advertising that you use the Razer APIs, as set forth herein.
Any use of the Licensed Material shall be in accordance with these Terms, as well as reasonable instructions and directions which may be issued from time to time by Razer. The Licensed Material are licensed and not sold to you. If you make backup copies of the Licensed Material, you must include on each such backup copy all copyright and other intellectual property rights notices included in the Licensed Material as supplied by Razer. No other rights are granted.
You understand that for reasons that include, without limitation, system security, stability, and multiplayer interoperability, Razer may need to automatically update, pre-load, create new versions or otherwise enhance the Razer APIs and accordingly, the system requirements to use the Razer APIs may change over time. You agree that these Terms shall apply to all such updates, new versions or other enhancements of the Razer APIs.
You further agree that you are not entitled to, and Razer has no obligation to provide you with, future updates, new versions or other enhancements of the Razer APIs, although Razer may choose to provide such updates in its sole discretion.
- Razer Marks and Attribution
You agree to display any attribution(s) or Razer Marks required by Razer in accordance with these Terms and for the purpose of fulfilling your obligations under this Clause 3.
- Promotional and Marketing Use
In the course of promoting, marketing, or demonstrating the Razer APIs or any part of the Licensed Material, Razer may produce and distribute incidental depictions, including screenshots, video, or other content from your Services, and may use your company or product name. You grant us all necessary rights for the above purposes.
- Reverse Engineering and Other Limitations
You shall not (and shall not allow others to) directly or indirectly, in whole or in part:
(a) copy, photocopy, reproduce, translate, decompile, disassemble, reverse-engineer, modify, make derivative works from or remove any proprietary notices or labels from the Licensed Material in any way except as allowed by law or with Razer’s prior written consent;
(b) interfere with, modify, disrupt or disable features or functionality of the Licensed Material, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms
(c) use the Licensed Material commercially (including selling, leasing, lending, conveying, distributing, renting, creating derivative works of, sub-licensing, assigning or otherwise transferring or providing access to the Licensed Material to any third party, whether or not profit is derived); or
(d) use the Licensed Material for or in connection with any illegal, unauthorised or other improper purposes.
- API Limitations
Razer may set and enforce limits on your use of the Licensed Material (e.g. limitations on access, calls and use of the Razer APIs). You will not attempt to exceed or circumvent such limitations or otherwise use the Licensed Material in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage or otherwise fails to comply or is inconsistent with any part of these Terms.
- Use of Razer Marks
The Razer Marks may not be included in or as part of your registered corporate name, any of your logos, or any of your service or product names. Moreover, you may not create any derivative works of the Razer Marks or use the Razer Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Razer. You will not otherwise use business names and/or logos in a manner that can mislead, confuse, or deceive users of your Services. All use of the Razer Marks and all goodwill arising out of such use, will inure to Razer's benefit. You shall not use the Razer Marks except as expressly authorised herein without Razer's prior consent. You will not remove or alter any proprietary notices or Razer Marks on the Licensed Material.
You will use commercially reasonable efforts to maintain the security of the Licensed Material and will not make available to a third party, any token, key, password or other login credentials to the Licensed Material. You will use industry standard security measures to prevent unauthorised access or use of any of the features and functionality of the Licensed Material, including access by viruses, worms, or any other harmful code or material.
Additionally, you will keep Razer Content (including, where applicable, personal data) confidential and secure from unauthorised access by using industry-standard organisational and technical safeguards for such data, and with no less care than it uses in connection with securing similar data you store. You will immediately notify Razer, consult and cooperate with investigations, assist with any required notices, and provide any information reasonably requested by Razer if you know of or suspect any breach of security or potential vulnerability related to the Licensed Material and will promptly remedy such breach or potential vulnerability resulting from your access to the Licensed Material.
- Breach of Restrictions
In the event of any violation of these restrictions in this Clause 3.5, these Terms and your rights to use the Licensed Material shall automatically terminate, and you must immediately uninstall, delete and/or destroy all copies of the Licensed Material in your possession.
- Reverse Engineering and Other Limitations
- Grant of Licence
- USER-DEVELOPED MATERIAL
- Licence to Razer
The Razer APIs may allow the submission of content. By accepting these Terms and in consideration for Razer's grant of licence to you under Clause 3 above, you agree that with respect to any content that you submit to the Razer APIs, or any applications, programs, software, or any other material developed by you in connection with or using any of the Licensed Material ("User-Developed Material"), you grant to Razer a worldwide, non-exclusive, sub-licensable, perpetual, irrevocable, royalty-free, fully paid-up license to: (a) display or publish the User-Developed Material on any Razer website or other electronic medium; and (b) include the User-Developed Material in any Razer marketing materials. For clarity: (i) if the User-Developed Material is made available by you without any additional charges, Razer will not charge end users for the use of such User-Developed Material; and (ii) if you charge a license fee for the use of such User-Developed Material, Razer will direct end users to the download page on your platform.
- Commercialisation of User-Developed Materials
You shall inform Razer in writing before selling, offering to sell, or otherwise commercialising or monetising any User-Developed Material.
Any User-Developed Material you wish to release to the public through any platforms that are owned and/or operated by Razer shall be submitted to Razer for approval and distribution at its sole means and discretion. Razer reserves the right to reject and/or not distribute your User-Developed Material at its sole discretion. For clarity, you retain the right to distribute any User-Developed Material through any other platforms.
- Representations and Warranties for User-Developed Materials
You represent and warrant to Razer that any User-Developed Material submitted to Razer is your own work developed using the Licensed Material and that:
(a) You represent and warrant to Razer that any User-Developed Material submitted to Razer is your own work developed using the Licensed Material and that:
(b) the use or distribution of the User-Developed Materials shall not infringe any intellectual property rights or any other rights of third-parties,
(c) the User-Developed Materials shall be free and clear of any other software licenses (including the GNU General Public License, or other similar licenses); and
(d) the User-Developed Materials shall not contain viruses, worms, malware, Trojan horses or other harmful or destructive content.
- Licence to Razer
- OWNERSHIP, COPYRIGHT AND INTELLECTUAL PROPERTY
Unless expressly stated herein, all title, ownership rights and intellectual property rights (including, without limitation, copyright and patent rights, whether registered or unregistered) in all countries of the world in and to the Licensed Material are owned by and remain the property of Razer and/or its licensors and are protected by national and international laws.
Unless expressly stated herein, nothing in these Terms gives you any rights to the Licensed Material and you shall not during or at any time after the termination of this License Agreement in any way question or dispute the ownership of the Licensed Material. Razer reserves all rights not expressly granted to you.
- USER PRIVACY PROTECTION
- Data Protection Obligations
In your provision of Services, you agree, represent and warrant that you will:
- comply with all applicable privacy laws and regulations;
- obtain explicit opt-in consent from End Users before:
- obtaining, using, disclosing or transferring any Razer Content relating to such End Users that you may receive from Razer;
- using, disclosing or transferring any Razer Content relating to such End Users that you receive from Razer for any purposes other than the purpose(s) for which you have obtained the End Users' explicit opt-in consent for; or
- revealing, exposing or displaying any non-public Razer Content relating to such End Users that was obtained through the use of Licensed Material to any other End Users who use your Services;
- use industry standard security measures to keep the Razer Content you obtain within your control and protect Razer Content against unauthorised access, use or disclosure;
- ensure that any service providers, agents, subsidiaries, affiliates, employees or other third parties who may be involved in your provision of Services, comply with these Terms and other Razer policies, and are legally bound to: (i) protect any Razer Content you obtain from us (to the same or greater extent of protection required by these Terms and Razer's policies); (ii) limit their use of that Razer Content solely to using it on your behalf to provide your Services and not for their own purposes or any other purposes; and (iii) keep it secure and confidential; and
- promptly delete all Razer Content that you have obtained from the use of Licensed Material (absent explicit consent from your End Users) if you stop using the Licensed Material, or if the purpose for which you obtained the Razer Content is no longer relevant.
Your Developer Portal credentials are intended to be used by you and identify your Services. You agree to keep your credentials confidential and make reasonable efforts to prevent and discourage other entities or individuals from using your credentials.
You may be given access to certain non-public information, software, and specifications relating to the Licensed Material (“Confidential Information”) which is confidential and proprietary to Razer, including any materials, communications and information that are marked as confidential or that would normally be considered confidential under the circumstances. You may use this Confidential Information only as necessary in exercising your rights granted in these Terms. You may not disclose any of this Confidential Information to any third party without Razer’s prior written consent. You agree that you will protect this Confidential Information from unauthorised use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
Confidential Information does not include information that you independently developed, that was rightfully given to you by a third party without a confidentiality obligation, or that becomes public knowledge through no fault of your own.
- DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
RAZER PROVIDES THE LICENSED MATERIAL “AS IS” AND MAKES NO WARRANTIES THAT THE USE OF THE LICENSED MATERIAL WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS (INCLUDING ANY OTHER THIRD PARTY RIGHTS). ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATE STATUTE IS EXPRESSLY DISCLAIMED. RAZER DOES NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY OR UNDERTAKING REGARDING THE LICENSED MATERIAL OR ITS EFFECTIVENESS, QUALITY, FITNESS FOR ANY PURPOSE, SATISFACTORY QUALITY OR THAT IT IS FREE FROM ANY DEFECT OR ERROR. RAZER DOES NOT MAKE OR GIVE ANY REPRESENTATION OR GUARANTEE THAT THE LICENSED MATERIAL WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND RAZER DISCLAIMS ANY LIABILITY RELATING THERETO. ALSO, THERE IS NO WARRANTY OF TITLE, WARRANTY OF FREEDOM OF INTERFERENCE WITH YOUR ENJOYMENT, WARRANTY OF AUTHORITY IN CONNECTION WITH THE LICENSED MATERIAL OR INFORMATION AVAILABLE IN CONNECTION THEREWITH. THIS CLAUSE WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
RAZER SHALL IN NO EVENT BE LIABLE FOR ANY LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST PROFITS, LOSS OF INFORMATION OR DATA, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ARISING IN ANY WAY OUT OF YOU USE OF, OR INABILITY TO USE THE LICENSED MATERIAL OR THE USER-DEVELOPED MATERIAL.
THE FOLLOWING SECTION SHALL APPLY IF THE LICENSED MATERIAL IS LABELED OR OTHERWISE INDICATED AS BETA SOFTWARE:
YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE LICENSED MATERIAL AND/OR ACCOMPANYING MATERIALS. RAZER IS UNDER NO OBLIGATION TO PROVIDE TECHNICAL SUPPORT TO YOU, AND PROVIDES NO ASSURANCE THAT ANY SPECIFIC ERRORS OR DISCREPANCIES IN THE LICENSED MATERIAL WILL BE CORRECTED.
You agree to indemnify, defend and hold harmless Razer and its affiliates and employees (“Indemnitees”) from and against all claims, suits, actions, demands, damages, liabilities, expenses (including reasonable fees and disbursements of legal counsel), judgments, settlements and penalties of every kind which arise out of or are incurred by the Indemnitees in connection with: (a) any breach by you of any representation, warranty, covenant, agreement or other obligation contained herein; or (b) any distribution of User-Developed Material by Razer.
Razer reserves the right to amend these Terms at any time with general notice on its website or otherwise. If you do not agree to the amended terms, you must immediately cease using the Licensed Material and delete it from your computer.
Razer may terminate these Terms and the associated license grant at any time at its sole discretion. If these Terms are terminated, you will immediately cease to use the Licensed Material. Clauses 3.5, 4, 5, 6, 7, 8, 9, 11, 12 and 13 shall survive termination of these Terms.
If any term herein is held to be invalid or unenforceable, then such term (in so far as it is invalid or unenforceable) shall be given no effect and deemed to be excluded without invalidating any of the remaining terms. These Terms constitutes the entire understanding with respect to the use of the Licensed Material.
- APPLICABLE LAW
You agree that the laws of Singapore, without regard to principles of conflict of laws, shall govern both this Agreement and any dispute that might arise between you and Razer in relation to your use of these Terms and the Licensed Material.
- DISPUTE RESOLUTION
In the event of any dispute or claim relating to the Licensed Material or these Terms, you or Razer shall give the other party a notice of dispute listing the complaining party’s name, address, and contact information, and summarizing the facts and the relief requested. You shall send notices of dispute to us at [email protected] and insert ‘Razer Licensed Material Dispute’ in the subject header of the email. We will send notices of dispute to you to your address if we have it, and otherwise to your email address. Each party shall make reasonable, good faith efforts to resolve any dispute or claim within 60 days from the date the notice of dispute is sent.
- Binding Arbitration and exceptions; Opt-Out; Nature of Arbitration
If we are unable to reach a mutually satisfactory resolution within 60 days of the date of notice of dispute, then we shall proceed to arbitration, except arbitration shall not be used and the parties may address their dispute in court where (i) there is an intellectual property dispute such as a claim of infringement or other violation of intellectual property rights; (ii) small claims court requirements are satisfied; or (iii) applicable law prohibits arbitration. In addition, at any time within 60 days of the Effective Date, you may opt out of arbitration by sending us a written, postage paid notice of opt-out with your name, user name, email address and mailing address at: 201 Third Street, Suite 900, San Francisco, CA 94103, USA. You may also bring your dispute or claim to the attention of any applicable Federal, State or local government agency that has authority by law to seek a remedy from us for you.
Arbitration is a proceeding before a neutral arbitrator instead of before a court or jury. Arbitration is less formal and requires more limited discovery than a court proceeding. EXCEPT AS PROVIDED ABOVE, YOU AND RAZER AGREE TO RESOLVE IN BINDING ARBITRATION ALL DISPUTES AND CLAIMS RELATED TO AND/OR ARISING FROM THE LICENSED MATERIAL AND/OR THESE TERMS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIMS ARE BASED. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR JURY.
- Arbitration Procedure and Rules.
Subject to Clause 14.2 above, you agree that any disputes shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
If you are a consumer based in the European Union, the preceding paragraph on arbitration does not apply, and you may make a claim in a competent court of the country in which you reside.
- Class Action Waiver.
PROCEEDINGS TO RESOLVE OR LITIGATE OR ARBITRATE ANY DISPUTE SHALL BE BROUGHT SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR RAZER SHALL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS OR REPRESENTATIVE ACTION OR COLLECTIVE ARBITRATION OR IN ANY OTHER PROCEEDING IN WHICH A PARTY ACTS IN A REPRESENTATIVE CAPACITY. NO ARBITRATION SHALL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES. AN ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF AN INDIVIDUAL PARTY SEEKING RELIEF AND NOT IN FAVOR OF ANY CLASS.
- U.S. GOVERNMENT RESTRICTED RIGHTS
The Licensed Material is provided to the U.S. Government with restricted rights and limited rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth below. Software provided as part of the Licensed Material is a "Commercial Item", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms and conditions herein.
Rules for Specific Razer APIs
- RAZERID API
- Present End Users with easy to find options for logging in and out with their RazerID
- Provide End Users without a RazerID with the opportunity to create a new RazerID.
- Display the "Log in with RazerID" option at least as prominently as the most prominent of any other third party sign-up or sign-in marks that appear on your Service.
- Data and Permissions
- Request only the Razer Content permissions from End Users that are required to provide a good user experience.
- Request for a write permission from the End User to collect Razer Content only at a point where you require such permission for your Services.
- You cannot convert Razer Content you receive from Razer into independent data (e.g. by pre-filling data fields with Razer Content).
- Specific Razer Content can only be displayed to the specific End User to whom that Razer Content relates.