Agreement. Razer Inc., its affiliates and its partner developers (collectively “Razer”) are willing to license this Chroma supported game, Chroma powered application or Chroma profile (collectively “Chroma Content”) to you only on the condition that you accept all of the terms contained in this Chroma Workshop Terms and Conditions (“Agreement”). By continuing to install, or by using the Chroma Content in any way, you agree to be legally bound by the terms of this Agreement as of this date (“Effective Date”). If you do not agree to be bound, do not continue to install or use the Chroma Content.
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 Chroma Content and accordingly, the system requirements to use the Chroma Content may change over time. You agree that the terms of this Agreement apply to all such updates, new versions or other enhancements of the Chroma Content.
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 Chroma Content, although Razer may choose to provide such updates in its sole discretion.
Some of Razer’s Chroma Content may be only fully usable in conjunction with the use of additional Razer services. If this applies, the terms for such additional services must be accepted separately.
Grant of License. Razer grants you a non-exclusive and revocable license to use the Chroma Content for your personal non-commercial use on your computer system(s) or to store the Chroma Content on your home computer, your other devices and any other electronic media owned by you. The Chroma Content is licensed and not sold to you and may only be used in a manner consistent with the terms of this Agreement. For backup purposes only, you may make limited copies of the Chroma Content for your own use. You must include on each such backup copy all copyright and other intellectual property rights notices included in the Chroma Content as supplied by Razer. No other rights are granted.
Restrictions. You shall not directly or indirectly, in whole or in part, copy, photocopy, reproduce, translate, decompile, disassemble, reverse-engineer, modify, make derivative works from or remove any proprietary notices or labels from the Chroma Content in any way except as allowed by law or with Razer’s prior written consent or as required under any open source licenses which the Chroma Content is subject to. You shall not use the Chroma Content commercially (including selling, renting or licensing the use of the Chroma Content to others, whether or not profit is derived) without Razer’s prior written consent. In the event of any violation of these terms, this Agreement and your rights to use the Chroma Content shall automatically terminate, and you must uninstall, delete and/or destroy all copies of the Chroma Content in your possession.
Conditions for use. To use the Chroma Content, you will need: (a) a hardware device that meets the system and compatibility requirements for such Chroma Content (such requirements may change from time to time); (b) for certain Chroma Content, to purchase additional third party content (e.g. to use Chroma Content on Chroma supported games, you will have to purchase the game from third parties before carrying out the Chroma integration); (c) to incur additional access or data fees in connection with your use of the Chroma Content (e.g. fees incurred in order to use certain third party services); and (d) other compatible software. You are responsible for meeting all these conditions.
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) concerning the Chroma Content are owned by and remain the property of Razer and are protected by national and international laws. Unless expressly stated herein, this Agreement does not give you any rights to the Chroma Content. Razer reserves all rights not expressly granted to you.
DISCLAIMER OF WARRANTIES. RAZER PROVIDES THE CHROMA CONTENT “AS IS” AND MAKES NO WARRANTIES THAT THE USE OF THE CHROMA CONTENT 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 CHROMA CONTENT OR ITS EFFECTIVENESS, QUALITY, FITNESS FOR PURPOSE OR THAT IT IS FREE FROM ANY DEFECT OR ERROR OR OF SATISFACTORY QUALITY. RAZER DOES NOT MAKE OR GIVE ANY REPRESENTATION OR GUARANTEE THAT THE CHROMA CONTENT 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 CHROMA CONTENT OR INFORMATION AVAILABLE IN CONNECTION THEREWITH. THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
LIMITATION OF LIABILITY. 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 YOUR USE OF OR INABILITY TO USE THE CHROMA CONTENT.
Indemnification. You agree to defend, indemnify and hold harmless Razer from all liabilities, claims and expenses (including attorneys’ fees) that arise from or in connection with your breach of this Agreement or your use or misuse of the Chroma Content. Razer reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide indemnification to Razer in that matter.
Applicable Law. You agree that this Agreement shall be deemed to have been made and accepted in the State of California, and any dispute arising hereunder shall be resolved in accordance with the law of California. Subject to the section “Dispute Resolution; Binding Arbitration; Class Action Waiver”, you agree that any claim asserted in any legal proceeding by you against us shall be exclusively commenced and maintained in any state or federal court located in San Francisco, California, and you hereby consent to the exclusive jurisdiction of such courts. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses.
Dispute Resolution; Binding Arbitration; Class Action Waiver.
a. Notice. In the event of any dispute or claim relating to the Chroma Content or this Agreement, 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@example.com and insert ‘Razer Chroma Content 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.
b. 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 CHROMA CONTENT AND/OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ON WHICH THE DISPUTES AND 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.
c. Arbitration Procedure and Rules. The Federal Arbitration Act (the “FAA”) shall apply to the arbitration, which shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and where applicable, the Supplementary Procedures for Consumer-Related Disputes. See www.adr.org for more information. The arbitration may be conducted through the submission of documents, by phone or in person in the county where you live or in San Francisco, California. The decision of the arbitrator shall be final, except for a limited right of appeal under the FAA. Any court with jurisdiction over the parties may enforce the arbitrator’s award.
d. 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.
General. 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. This Agreement constitutes the entire understanding with respect to the use of the Chroma Content. Razer reserves the right to amend this Agreement at any time without notice.
U.S. GOVERNMENT RESTRICTED RIGHTS. The Chroma Content 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. The Chroma Content 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 the terms and conditions herein.