By downloading, using, installing, or copying any part of the Software and/or Licensed Material, you are agreeing on your own behalf and/or on behalf of the company or organization that you represent to be bound by all the terms and conditions in this Agreement. If you do not agree to be bound by any of the terms in this Agreement, please do not continue to install or use the Software and Licensed Material and immediately delete all instances of the Software and Licensed Material. Some of the Software or Licensed Material may only be fully usable in conjunction with the use of additional Razer products or services. If this applies, or if you use the Software or Licensed Material in conjunction with other Razer products or services, then the terms and conditions for those other products or services shall also apply.
1.1 In this Agreement, the following expressions shall have the following meaning except where the context otherwise requires:
“Affiliate” means an entity that directly or indirectly controls, is controlled by or is under common control with a party to this Agreement, but only for so long as such control exists, and where “control” shall mean ownership of more than 50% of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body.
“Confidential Information” means all information of a non-public, confidential or proprietary nature disclosed by Go Touch VR to you, whether before or after the date of this Agreement, including without limitation, trade secrets, know-how, patents research, development or technical information, confidential and proprietary product or information, Intellectual Property Rights, business operations or systems, and including without limitation, written, verbal, or information reduced to tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items that are marked as confidential or that would normally be considered as confidential.
“End Users” means users of your Services.
“Intellectual Property Rights” means all current and future copyright (including rights in computer software or program), patents, trademarks, designs, rights in databases, inventions or trade secrets, know-how, topographies, tooling, fixtures, creative or artistic work product, customised test equipment, circuits, schematics, trade and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any relevant country of the world.
“Licensed Materials” means all documents and information (including user manuals, computer programming code, scripts, and application programming interfaces) that relating to the Software.
“Razer” means Razer Inc. and its Affiliates.
“Services” means your applications, software programs and other offerings that may use or be integrated with the Software or otherwise use the Licensed Materials as approved by us.
“Software” means the Interhaptics Haptic Composer Software, Interhaptics Software Development Kit (SDK) , Interhaptics haptic file format .haps, and related source codes, object codes, functional and technical specifications or information relating to the Interhaptics SDK and including any Updates thereto.
“Updates” means bug fixes, updates, upgrades, modifications, enhancements and supplements to the Software, and any new releases or versions thereof.
2.1 Subject to the terms and conditions of this Agreement, Go Touch VR hereby grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free right and license to access and use the Software and Licensed Materials for the purpose of integrating the Software and Licensed Materials into your Services, for use on the following platforms and APIs:
2.2 The Software and Licensed Material are licensed to, and not sold to you. Any use of the Software and Licensed Materials shall be in accordance with this Agreement, as well as reasonable instructions and directions which may be issued from time to time by us. Go Touch VR may require you to use and display such trademarks or logos of Go Touch VR to attribute our ownership and source of the Software and Licensed Materials and/or to advertise your use of our Software and/or Licensed Materials within your Services.
3.1 You understand and accept that Go Touch VR may automatically update, pre-load, create new versions or otherwise enhance the Software for various reasons including, without limitation, system security, stability and interoperability. The terms of this Agreement shall apply to all Updates, new versions or other enhancements of the Software.
3.2 You further agree that you are not entitled to, and we have no obligation to provide you with further updates, new versions of other enhancements to the Software. Any Software provided by us shall be at our sole discretion.
4.1 You agree to display any copyright or other intellectual property rights notice relating to the Software and Licensed Materials in your Services as may be reasonably required by Go Touch VR in accordance with the terms of this Agreement and for the purposes of fulfilling your obligations under this Agreement.
5.1 By accepting the terms of this Agreement and in consideration of Go Touch VR’s grant of license to you under Clause 2 above, you agree that with respect of any Services created by you under the Agreement, you shall grant Go Touch VR a worldwide, non-exclusive, sub-licensable, perpetual, irrevocable, royalty-free and fully paid up license to: (a) display or publish the Services on Go Touch VR’s website or any electronic medium and (b) include the Services in any Go Touch VR marketing materials.
5.2 You shall inform Go Touch VR in writing before selling, offering to sell or otherwise commercializing or monetising any of the Services.
5.3 In respect of your Services, you represent and warrant that: (a) the Services are your own work; (b) the Services do not use, incorporate or infringe the intellectual property right of any third parties and (c) the Services do not contain any viruses, worms, malware, Trojan horses or other harmful or destructive content.
6.1 You shall not (and shall not allow others to) directly or indirectly, in whole or in part:
6.2 copy, duplicate, reproduce, translate, decompile, disassemble, reverse-engineer, modify, make derivative works form or remove any proprietary notices or labels from the Software or Licensed Materials in any way except with our prior written consent;
6.3 interfere with, modify, disrupt or disable features or functionality of the Software or 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;
6.4 Use the Software or 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) except with Go Touch VR’s prior written consent; or
6.5 Use the Software or Licensed Material for or in connection with any illegal, unauthorized or other improper purposes.
7.1 Go Touch VR provides the software “as is” and makes no warranties that the use of the Software will not infringe any Intellectual Property rights (including any other third-party rights) or be fit for any particular purpose. Go Touch VR does not make or give any representation, warranty or undertaking regarding the software or its effectiveness, quality, fitness for any purpose, satisfactory quality or that it is free from any defect or error. Go Touch VR does not make or give any representation or guarantee that the software will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Go Touch VR disclaims any liability relating thereto. Also, there is no warranty of title, warranty of freedom of interference with enjoyment, warranty of authority in connection with the Software or information available in connection therewith. This section will apply to the maximum extent permitted by applicable law.
7.2 Go Touch VR 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 Software.
7.3 The following section shall apply if the software is labelled or otherwise indicated as beta software:
7.5 You shall be responsible safeguard important data of its own, to use caution and not to rely in any way on the correct functioning or performance of the Software or Licensed Materials. Go Touch VR is under no obligation to provide technical support to you, and provides no assurance that any specific errors or discrepancies in the Software will be corrected.
8.1 You agree to indemnify, defend and hold harmless Go Touch VR 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, term, agreement or other obligation contained herein; or (b) any unauthorized use of the Software or Licensed Material by you in any manner whatsoever which may infringe any third party right.
9.2 You may be given access to certain Confidential Information which is confidential and proprietary to Go Touch VR for the purposes of this Agreement. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any Confidential Information to any third party without Go Touch VR’s prior written consent. You agree that you will protect this Confidential Information from unauthorized 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.
9.3 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.
10.1 Unless expressly stated herein, all title, ownership rights and Intellectual Property Rights in and to the Software and Licensed Materials are owned by and remain the property of Go Touch VR and/or its licensors and are protected by national and international laws. This Agreement does not give you any rights to the Software or Licensed Materials except to the extent stated in this Agreement and you shall not during or at any time after the termination of this Agreement in any way question or dispute the ownership of Intellectual Property Rights in and to the Software. All rights not granted under this Agreement shall expressly reserved by Go Touch VR.
11.1 Go Touch VR reserves the right to amend the terms of this Agreement 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 Software and Licensed Material and delete all instances of the Software and Licensed Materials from your computer.
12.1 This Agreement shall commence upon your acceptance of the terms of this Agreement and be effective between the Parties until terminated in accordance with the terms of this Agreement.
12.2 Go Touch VR may terminate this Agreement and the associated license granted under this Agreement at any time at its sole discretion. Once terminated, you must delete all instances of the Software or Licensed Materials in your possession.
12.3 You may terminate this Agreement at any time by informing us in writing and deleting your account on the Developer Portal. You must delete all instances of the Software or Licensed Materials in your possession upon your departure from the developer program.
13.1 The rights enjoyed by Go Touch VR under this Agreement shall apply to the benefit of Go Touch VR’s Affiliates. Save as set out in this section, no third parties shall have any rights under this Agreement.
14.1 You may not assign, transfer, sub-license or in any way confer to any third party the rights granted to you in this Agreement. If you wish to cease to use the Software or Licensed Materials, you must delete all instances of the Software and Licensed Materials in your possession.
15.1 In case any provision in this Agreement shall be, or at any time shall become invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not in any way affect or impair any other provision of this Agreement but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.
16.1 This Agreement supersedes and cancels all previous agreements, warranties and undertakings whether oral or written, express or implied, given or made by or between the Parties, and constitutes the entire agreement between the Parties in respect of the matters set out herein, and no other terms and conditions shall be included or implied.
17.1 The Parties’ obligations under all clauses which by their nature should survive the termination of this Agreement will survive the expiration or termination of this Agreement, remain in effect until fulfilled.
18.1 In the event of any dispute relating to the Software, Licensed Materials or the terms of this Agreement, you or Go Touch VR shall give the other party a notice of dispute listing the complaining party’s name and contact information, and summarising the facts and relief requested. You shall send notices of dispute to us at email@example.com and insert “Interhaptics Licensed Material Dispute” in the subject header of the email. We will send notices of dispute to the email address provided by you upon enrolment in this developer program.
19.1 This Agreement shall be subject to and construed in accordance with English law.
19.2 All disputes, controversies or claims between the Parties arising out of or in connection with this Agreement (including its existence, validity or termination) shall be finally resolved by confidential arbitration to be held in London and conducted in English under the Rules of Arbitration of the London Court of International Arbitration; provided, however, that each Party may enforce its or its Affiliates’ intellectual property rights by way of an application for equitable relief in any court of competent jurisdiction. The arbitral award shall be final and binding on the Parties. Except to the extent entry of judgment and any subsequent enforcement may require disclosure, all matters relating to the arbitration, including the award, shall be held in confidence.
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.