EFFECTIVE JANUARY 11, 2013
This Razer Subscriber Agreement (“Agreement”) is a legal document that explains your rights and obligations as a Subscriber (as defined below). Please read it carefully.
Razer Synapse 2.0 is an online service (“Synapse”) offered by Razer Inc. (“Razer”). This Agreement is formed between Razer and you when you activate your Account (as defined below) (“Effective Date”).
This Agreement does not allow you to exploit the Software (as defined below) or any of its parts for any commercial purpose.
When you complete Razer’s registration process, you create a Razer account (“Account”). You are solely responsible for all activity on your Account and for the security of your computer system. You may not reveal, share or otherwise allow others to use your password or Account. You agree that you are personally responsible for the use of your password and Account and for all of the communication and activity on Razer’s systems and/or services that results from use of your login name and password. You may not sell or charge others for the right to use your Account, or otherwise transfer your Account.
Synapse and your Subscription require the download, installation or use (whichever is applicable) of software and other updates and content onto your computer (“Software”). You may not use the Software for any purpose other than the permitted access to Synapse and your Subscription. 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 Software and accordingly, the system requirements to use the Software may change over time. You understand that neither this Agreement nor the Subscription entitles you to future updates, new versions or other enhancements of the Software although Razer may choose to provide such updates, etc. in its sole discretion.
Razer hereby grants, and you accept, a limited, terminable, non-exclusive license and right to utilize the Software for your personal, non-commercial use in accordance with this Agreement. The Software is licensed, not sold. Your license confers no title or ownership in the Software.
Additionally, Razer hereby grants, and you accept, a limited, terminable, non-exclusive license to reproduce and distribute an unlimited number of exact copies of the Razer client installation software for use in relation with Synapse, the Software, or as otherwise allowed therein (“Razer Installer”) via online download; provided that the following conditions are met:
(i) you must redistribute the Razer Installer in its entirety;
(ii) you must not modify the Razer Installer in any way nor integrate or combine it with another software program;
(iii) you must redistribute the Razer Installer on a non-commercial basis (i.e. you may not charge any fee or receive any compensation for your redistribution);
(iv) you must include any Razer license agreement provided with the Razer Installer; and
(v) you must preserve in all copies of the Razer Installer all copyright and legal notices that are attached to the copy of the Razer Installer received by you.
Razer may from time to time make software accessible to you via Synapse prior to the general commercial release of such software (“Beta Software”). You are not required to use Beta Software, but if Razer offers it, you may elect to use it under the following terms. Beta Software will be deemed to be Software, and each item of Beta Software provided will be deemed a Subscription for such Beta Software, with the following provisions specific to Beta Software:
(i) your right to use the Beta Software license is effective until the earlier of: (a) Razer ceases to make the Beta Software accessible to you; (b) Razer issues a final release of the software that corresponds to the Beta Software; or (c) termination by Razer pursuant to Section 9 below;
(ii) certain Beta Software may be made available to you subject to additional terms to which you must agree as a condition for use of the Beta Software;
(iii) Razer may request or require that you provide suggestions, feedback, or data regarding your use of the Beta Software, which will be deemed User Generated Information under Section 4 below; and
(iv) in addition to the waivers and limitations of liability for all Software under Section 5 below, you specifically acknowledge that Beta Software is not final and may create incompatibilities or damage to your computer, data, and/or software. If you decide to install and/or use Beta Software, it is entirely at your own risk.
Subject to paragraph D of this Section, all title, ownership rights and intellectual property rights in and to the Software and any and all copies thereof are owned by Razer and/or its affiliates. All rights reserved, except as expressly stated herein. The Software is protected by the copyright laws of the United States, international copyright treaties and conventions and other laws.
A portion of the Software may comprise open source software, which you can use under the terms and conditions of the specific license under which the open source software is distributed. Without prejudice to Section 5, open source software is distributed in the hope that it will be useful, but is provided “as is” without any expressed or implied warranty, including, without limitation, the implied warranty of merchantability or fitness for a particular purpose. The relevant third party licensor is entitled to protect its rights in the event of any violation of license terms.
You may not, in whole or in part, copy, photocopy, reproduce, translate, reverse engineer, derive source code, modify, disassemble, decompile, create derivative works based on, or remove any proprietary notices or labels from the Software or any software accessed via Synapse without the prior written consent of Razer.
You are entitled to use the Software for your own use, but you are not entitled to: (i) sell, grant a security interest in or transfer reproductions of the Software to other parties in any way, nor to rent, lease or license the Software to others without the prior written consent of Razer; (ii) host or emulate or redirect the communication protocols used by Razer in any network feature of the Software, through protocol emulation, tunnelling, modifying or adding components to the Software, use of a utility program or any other techniques now known or hereafter developed, for any purpose, without the prior written consent of Razer; or (iii) exploit the Software (or any part thereof) for any commercial purpose.
You are solely responsible for any Internet service provider, telephone, and other connection fees that you may incur when using Synapse.
In regard to all content that is not authored by Razer, Razer acts merely as an intermediary service provider. Razer does not screen third party content available on Synapse. Razer does not assume any responsibility or liability for third party content.
Razer does not claim ownership of the materials and/or content that you upload to the Service. For such content and/or materials, you represent and warrant that you are the owner and/or have all rights, power and authority necessary to grant the licenses and/or rights set out in Section 4, and that such content/materials do not infringe or violate the rights of any third party, or contribute to or encourage infringing or other unlawful conduct. Razer does not assume any responsibility or liability for such content and/or materials.
THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF SYNAPSE AND THE SOFTWARE REMAINS WITH THE SUBSCRIBER. RAZER EXPRESSLY DISCLAIMS (I) ANY WARRANTY FOR SYNAPSE AND THE SOFTWARE, AND (II) ANY COMMON LAW DUTIES WITH REGARD TO SYNAPSE AND THE SOFTWARE, INCLUDING DUTIES OF LACK OF NEGLIGENCE. SYNAPSE, THE SOFTWARE AND ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. 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. ALSO, THERE IS NO WARRANTY OF TITLE, WARRANTY OF FREEDOM OF INTERFERENCE WITH YOUR ENJOYMENT, WARRANTY OF AUTHORITY IN CONNECTION WITH SYNAPSE, THE SOFTWARE OR INFORMATION AVAILABLE IN CONNECTION THEREWITH. THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
NEITHER RAZER, ITS LICENSORS, NOR THEIR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OR INABILITY TO USE SYNAPSE, YOUR ACCOUNT, YOUR SUBSCRIPTION AND THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL RAZER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH SYNAPSE, THE SOFTWARE, OR ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH, OR THE DELAY OR INABILITY TO USE INFORMATION, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF RAZER’S WARRANTY AND EVEN IF RAZER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS.
IF YOU ARE A RESIDENT OF A EUROPEAN UNION COUNTRY, THE ABOVE PARAGRAPH MAY NOT APPLY TO YOU.
RAZER DOES NOT GUARANTEE CONTINUOUS, ERROR-FREE, VIRUS-FREE OR SECURE OPERATION AND ACCESS TO SYNAPSE, THE SOFTWARE, YOUR ACCOUNT AND/OR YOUR SUBSCRIPTION.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH RAZER WITH REGARD TO SYNAPSE OR THE SOFTWARE IS TO DISCONTINUE USE OF SYNAPSE AND CANCEL YOUR ACCOUNT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, LIABILITY OF RAZER AND ITS AFFILIATES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW IN SUCH STATES OR JURISDICTIONS.
You agree to defend, indemnify and hold harmless Razer and its affiliates from all liabilities, claims and expenses, including attorneys’ fees, that arise from or in connection with breach of this Agreement, use or misuse of Synapse or any Subscription or any related content, or any User Generated Information. 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. This Section shall survive Account Cancellation (as defined below).
Razer may amend this Agreement at any time in its sole discretion. We will notify you of any material changes to this Agreement by posting the new Agreement on the Razer Sites. Please consult this Agreement regularly for any changes. The date of the last revision appears at the top of the Agreement. If you do not agree to the amendment, your only remedy is to cancel your Account. Your failure to cancel your Account shall be deemed acceptance of the amendment.
This Agreement takes effect as of the Effective Date, and is terminated when your Account is cancelled (“Account Cancellation”).
Either you or Razer has the right to procure Account Cancellation at any time. You acknowledge and agree that Account Cancellation shall be your sole remedy in the event of any dispute with Razer.
Account Cancellation shall not prejudice the survival of provisions which are expressly or by implication intended to continue in force.
You agree that this Agreement shall be deemed to have been made and executed in the State of California, and any dispute arising hereunder shall be resolved in accordance with the law of California. Subject to Section 11 (Dispute Resolution; Binding Arbitration; Class Action Waiver), you agree that any claim asserted in any legal proceeding by you against Razer 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.
This Section may not apply to European Union consumers.
a. Notice. In the event of any dispute or claim relating to Synapse, 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 Razer at email@example.com and insert ‘Synapse Dispute’ in the subject header of the email. Razer 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 sixty (60) days of the Effective Date, you may opt out of arbitration by sending Razer at: 560 Sutter Street, 4th Floor, San Francisco, CA 94102, USA , a written, postage paid notice of opt-out with your name, user name, email address and mailing address. 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 Razer 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 SYNAPSE AND/OR THIS AGREEMENT, 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.
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.
In the event that any provision of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement.
Razer’s obligations are subject to existing laws and legal process and Razer may comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term.
You agree to comply with all applicable import/export laws and regulations of the United States and its governmental and regulatory agencies (including, without limitation, the Bureau of Export Administration and the U.S. Department of Commerce).