WYVRN– GENERAL TERMS OF USE

These WYVRN General Terms of Use (the “Agreement”) create an agreement between you (“Licensee”) and Go Touch VR SAS, also known as “WYVRN” (“WYVRN”). This Agreement governs your participation in the developer programs related to the Software and Licensed Materials and your access and use of such Software and Licensed Materials. Specific terms and conditions for individual Software may be outlined in separate appendices within this Agreement, attached to and forming an integral part of this Agreement. In case of any conflict between the general terms and any product-specific terms, the product-specific terms shall prevail for that particular Software.

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 and that you have also read, understood, and agree to be bound by the terms of WYVRN’s Privacy Policy, which is incorporated by reference into 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 WYVRN products or services. If this applies, or if you use the Software or Licensed Material in conjunction with other products or services offered by WYVRN, then the terms and conditions for those other products or services shall also apply. WYVRN reserves the right to amend and/or add additional products to its platform offerings.

1. Definitions

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. 

“Agreement” means these WYVRN General Terms of Use.  

“Confidential Information” means all information of a non-public, confidential or proprietary nature disclosed by WYVRN to you, whether before or after the date of this Agreement, including without limitation, beta software, 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.

“Developer Portal” means the WYVRN Developer Portal located at www.wyvrn.com

“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. 

“Privacy Policy” means the privacy policy at https://www.razer.com/legal/customer-privacy-policy incorporated herein by reference. 

“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 any Software Development Kit (SDK) distributed under WYVRN and the related source codes, object codes, functional and technical specifications or information relating to such SDKs distributed under WYVRN and including any Updates thereto. 

“Trademark” means that trademarks, service marks, trade names and logos belonging to and associated with WYVRN including and not limited to the trademarks shown in Schedule A. 

“Updates” means bug fixes, updates, upgrades, modifications, enhancements and supplements to the Software, and any new releases or versions thereof. 

2. Developer Portal Account

1. By creating a developer account at the Developer Portal, you represent that you are authorized to accept these terms and conditions on your own behalf, or on behalf of the legal entity or organization which you represent, and that you are of legal age to form a binding contract between you and the WYVRN. 

2. In order to access the Software and Licensed Materials, you may be required to provide certain information (including but not limited to personal identification or contact details) as part of the registration process, or as part of your continued use of the Software and Licensed Materials. You warrant that the information provided by you for the purposes of this Agreement shall be correct and up to date and that you consent to the collection and use of your personal data for the purposes of this Agreement.  

3. License 

1. Subject to the terms and conditions of this Agreement, WYVRN 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 research and development purposes in order to integrate the Software and Licensed Materials into your Services.

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. If you do not agree with or accept any of our instructions or directions relating to the use of the Software and Licensed Materials, you shall delete all copies of the Software and Licensed Materials in your possession and thereafter exit the developer program. 

4. Enhancements and Updates

1. You understand and accept that WYVRN 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. 

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 WYVRN shall be at their sole discretion. 

5. Attribution

1. You shall use and display the Trademark in a splash screen on your website and in the credits section of your Services to attribute our ownership and source of the Software and Licensed Materials and to advertise the use of our Software and Licensed Materials within your Services. Any use of the Trademark by you will inure to the sole benefit of WYVRN. You agree not to engage in any activity that will tarnish, dilute, or affect the validity of the Trademark or cause confusion or diminish the goodwill relating to WYVRN. 

2. You shall display such copyright or other intellectual property rights notices and disclaimers relating to the Software and Licensed Materials in your Services as may be reasonably required by WYVRN in accordance with the terms of this Agreement and for the purposes of fulfilling your obligations under this Agreement. 

3. Failure to comply with the obligations of this section is a material breach of this Agreement and WYVRN shall be entitled to terminate this Agreement by giving you written notice. Non-compliance with this action shall mean that your use of the Software and Licensed Materials is without our consent and may subject you to liability under intellectual property laws.  

6. Terms Regarding User-Developed Material

1. Your use of the Software and Licensed Materials in your Services shall be on a royalty-free basis as long as it is for research, product development and any other non-commercial purpose. 

2. You shall inform WYVRN in writing before selling, offering to sell, distributing or otherwise commercializing or monetising the Services, or in any event, no later than one (1) calendar month after the public launch of the Services. The supply and distribution of the Services by you to an unrelated third party, whether or not for any valuable consideration, shall be deemed to be a commercial dealing in the Services. Such Services shall then be regarded as a “Royalty Product” and be subject to the terms in a Royalty Addendum to be separately signed between the Licensee and WYVRN.  

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.

4. All proprietary and intellectual property rights in and to the Services shall remain your exclusive property, or the property of the party from whom you have obtained a license, except that all rights in and to the Software and Licensed Material shall remain the exclusive property of WYVRN VR at all times.   

7. Restrictions

1. You shall not (and shall not allow others to) directly or indirectly, in whole or in part:

(a) 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;

(b) 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;

(c) 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 Software or Licensed Material to any third party, whether or not profit is derived) except with WYVRN’s prior written consent and subject to the terms of a Royalty Addendum; or

(d) use the Software or Licensed Material for or in connection with any illegal, unauthorized or other improper purposes.

8. Disclaimer of Warranties; Limitation of Liability. 

1. WYVRN provide 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. WYVRN 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. WYVRN 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 WYVRN 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.

2. WYVRN 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. 

3. The following section shall apply if the Software is labelled or otherwise indicated as beta software:

(a) Beta software may contain programming errors, bugs or other defects. A primary purpose of WYVRN providing this beta software to you is to obtain feedback on software performance and the identification of defects. Any feedback you provide to WYVRN shall be the property of WYVRN and will be treated in accordance with the terms of WYVRN’s Privacy Policy.

(b) 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 Software or Licensed Materials. WYVRN 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.

(c) By using any beta software, you expressly acknowledge and agree that any data, materials, usage patterns, or other information (collectively, the “Beta Materials”) provided to or collected by WYVRN during any beta testing period may be used, processed, analyzed, and retained by WYVRN for the purposes of developing, improving, training, or refining its artificial intelligence systems, machine learning models, algorithms, and related technologies. This includes, without limitation, the right to use Beta Materials for commercial product development, quality enhancement, troubleshooting, and any other legitimate business purpose. You further agree that WYVRN retains full ownership of all derivatives, outputs, and improvements generated from Beta Materials through its artificial intelligence systems.

(d) For the avoidance of doubt, the beta software itself in addition to any associated materials, data, or information related to the beta software in tangible or intangible form shall constitute Confidential Information within the meaning set forth in this Agreement.

(e) Notwithstanding anything to the contrary in this Agreement, WYVRN grants a limited license to use the beta software for testing and evaluation purposes in order to integrate such beta software into your Services. This license does not grant you the right to use the beta software for any other purposes, or to disclose, reproduce, distribute, modify or create derivative works of the beta software. Beta software may not be used in any live or production environments.

(f) WYVRN reserves the right to modify any beta software and/or terms applying to such beta software, at any time, in their sole discretion, with or without notice, and without liability to you. You understand and agree that if you use any beta software after the date on which any of these terms applying to such beta software have changed, we will treat your continued use as acceptance of the updated terms.

(g) WYVRN reserves the right to offer any beta software to you for free or to charge you fees to access and use the beta software.

9. Indemnification

1. You agree to indemnify, defend and hold harmless WYVRN 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.  

10. Feedback

1. WYVRN shall have a royalty-free, perpetual, fully-paid, irrevocable, transferable, sublicenseable, worldwide license to use any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) provided by or on behalf of Licensee, and Licensee shall not have any right, title or interest in any enhancements or other modifications to the Software that WYVRN creates based on any Feedback.

11. Confidential Information

1. Your Developer Portal credentials are intended to be used by you and identify you and 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. Information provided by you for the purposes of this Agreement are subject to its Privacy Policy.

2. You may be given access to certain Confidential Information which is confidential and proprietary to WYVRN 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 WYVRN’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. Should you become aware of any misuse or unauthorized disclosure of Confidential Information, you must disclose in writing such misuse or unauthorized disclosure immediately. 

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.

12. Intellectual Property Rights

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 WYVRN 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 WYVRN. 

13. Amendment

1. WYVRN 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.

14. Term and Termination 

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. 

2. WYVRN 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. 

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. 

15. Third Party Rights

1. The rights enjoyed by WYVRN under this Agreement shall apply to the benefit of WYVRN’s Affiliates. Save as set out in this section, no third parties shall have any rights under this Agreement. 

16. Conflicting Third-Party Terms 

1. In the event of any conflict between this Agreement and any third-party terms that relate to your access and use of the Software and Licensed Materials, the terms of this Agreement shall control. 

17. No Assignment

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. 

18. Illegality and Severability

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.

19. Entire Agreement

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. 

20. Survival

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. 

21. Notices

1. In the event of any dispute relating to the Software, Licensed Materials or the terms of this Agreement, you or WYVRN 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 support-us@razersupport.com and insert “WYVRN 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. 

22. Governing Law and Jurisdiction

1. This Agreement shall be subject to and construed in accordance with English law.

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.

23. 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.

24. Export Compliance 

1. Each party shall comply with the export laws and regulations of Europe and the U.S.A., and other applicable jurisdictions in its provision and, in the case of Licensee, its downloading, installation and use of, the Software. Without limiting the foregoing: (i) each of WYVRN and Licensee represents that it is not named on any U.S. government list of person or entities prohibited from receiving exports; and (ii) the Licensee shall not permit any person to use the Software in violation of any U.S. export embargo, prohibition, or restriction.

25. Other Disclosures Related to AI 

1. Some of the Software may utilize artificial intelligence to enhance functionality. While we strive for accuracy and reliability, please note that AI-generated outputs or AI-supported functions may contain or produce errors or inaccuracies, that also may not otherwise reflect the Licensors’ views. You are encouraged to verify or analyze any critical information or decision making independently.

2. Do note that any such artificial intelligence utilized in the Software is not intended for professional advice. Do not use any Software features utilizing artificial intelligence to seek or provide financial, legal, medical, or other kinds of professional advice or any opinions, judgments, or recommendations without conducting your own independent consultation or research. The Software features utilizing artificial intelligence cannot replace advice provided by a qualified professional and do not form any such relationship.