These standard terms and conditions (“Terms and Conditions”) form an integral part of the Agreement between the Razer entity as stated in Section 1 of the Vendor Order Form (“Razer”) and the Vendor as stated in Section 2 of the Vendor Order Form.

These Terms and Conditions shall be interpreted together with the Vendor Order Form. The Vendor Order Form, these Terms and Conditions, as well as all Schedules and Annexes shall collectively constitute the “Agreement” and may be amended, supplemented or otherwise modified from time to time. Any conflicting or deviating terms and conditions by Vendor shall not apply and are hereby explicitly excluded. General terms and conditions by Vendor shall not become part of the contract even if Razer does not expressly object to them, accepts services from the Contractor without reservation or provides payments to Vendor without reservation.

In the event of any ambiguity, inconsistency or conflict between any provision(s) of these Terms and Conditions and any provision(s) in the Vendor Order Form, these Terms and Conditions shall prevail; save that if the Section 15 of the Vendor Order Form expressly stipulates any Special Conditions, then in the event of any conflict, ambiguity or inconsistency, the Special Conditions shall prevail over these Terms and Conditions (hereinafter collectively, the “Parties” and each a “Party”).

IT IS AGREED as follows:

1. 1. Term
   

The Agreement shall come into force on the date stated in Section 3 of the Vendor Order Form (“Commencement Date”) and shall continue in effect for the period specified under Section 9 of the Vendor Order Form, or until the Services and/or Deliverables are fully performed, whichever is later, unless earlier terminated in accordance with the terms of the Agreement (“Term”).

1. 2. Purpose
   

The purpose of the Agreement is for Vendor to promote Razer and/or Razer products by providing the Services and/or Deliverables listed under Section 4 of the Vendor Order Form in the Permitted Territories listed under Section 6 of the Vendor Order Form, in accordance with Razer’s specifications and/or instructions.

1. 3. Obligations of the Vendor
   
   
   1. 3.1. The Vendor shall promote Razer and/or Razer products only in accordance with the terms of the Agreement. Vendor shall comply with all reasonable instructions from Razer relating to the Agreement. The Vendor must obtain Razer’s prior written approval for any changes to the Services and/or Deliverables.
      
      
   2. 3.2. Deliverables - All items and materials identified in the Vendor Order Form to be created or developed by Vendor for Razer (“Deliverables”) shall be provided to Razer as specified in the applicable Vendor Order Form, or as may be otherwise mutually agreed to by the Parties in writing. Deliverables that do not constitute the final, completed work product under a Vendor Order Form shall be considered “Interim Deliverables” . Parties may agree in such Vendor Order Form for review and testing by Razer of each Interim Deliverable for acceptance or the review and testing of only the Final Deliverable.
      
      
      1. 3.2.1. Review of Deliverables - Upon Vendor’s completion of each Deliverable, Razer shall review and, if appropriate, test such Deliverable to determine whether it conforms to its corresponding specifications under the applicable Vendor Order Form ( “Specifications”), and to otherwise determine whether the Deliverable meets Razer’s acceptance criteria. Razer shall review each Deliverable promptly following the date on which Vendor provides Razer with the Deliverable and notifies Razer that the Deliverable is ready for such review. Razer shall report to Vendor any failures of the Deliverable to conform to its corresponding Specifications or acceptance criteria (“Non-Conformities”) within the mutually agreed period, not to exceed 90 days following the Commencement Date unless Parties specifically agree for a longer review period (the “Review Period”).
         
         
      2. 3.2.2. Revision of Deliverables - Vendor shall promptly remedy all Non-Conformities reported by Razer. Any Non-Conformities shall be reported in writing and shall be remedied by Vendor during the Review Period for each Deliverable in accordance with the relevant Vendor Order Form. In the event Non-Conformities occur with respect to a Deliverable during the Review Period, Vendor shall remedy such Non-Conformities at no cost to Razer if the Vendor Order Form is based on a fixed price model. Upon Vendor’s revision of the Deliverable to address all Non-Conformities Vendor shall provide Razer with the revised Deliverable, whereupon Razer shall review the revised Deliverable in accordance with the provisions of Clause 3.2.1. of these Terms and Conditions. Razer’s Review Period for the revised Deliverable shall commence on the date on which Vendor provides Razer with the revised Deliverable and notifies Razer that the revised Deliverable is ready for such review and testing.
         
         
      3. 3.2.3. Acceptance of Deliverables – With respect to each Deliverable, the process described in Clauses 3.2.1 and 3.2.2 of these Terms and Conditions shall be repeated until Vendor remedies all reported Non-Conformities or Razer reports no additional Non-Conformities during the applicable Review Period, whereupon such Deliverable shall be deemed accepted by Razer. Razer shall have the right to terminate the Agreement if any Deliverable fails to meet the Review and Acceptance test after two rounds of the process described in Clauses 3.2.1 and 3.2.2 above.
         
         
      4. 3.2.4. Creative Approvals – For the avoidance of doubt, all creative decisions in connection with the development and creation of the Deliverables per this Clause 3.2 of these Terms and Conditions shall be subject to the final approval of Razer, in any and all instances.
         
         
      5. 3.2.5. Review and Approval obligation - For the avoidance of doubt, all Deliverables shall be subject to the Razer’s review and written approval prior to distribution.
         
         
   3. 3.3. Scope of Services
      
      
      1. 3.3.1. Vendor Order Form – Vendor agrees to provide Razer with professional services (“Services”) as may be set forth in the Vendor Order Form.
         
         
      2. 3.3.2. Change Orders – If Razer desires to modify the scope of Services to be performed under the Vendor Order Form or the Deliverables to be delivered thereunder, Razer shall describe the modified Services and/or Deliverables to Vendor. Promptly following Vendor’s receipt of Razer’s written notice, Vendor shall submit a written change order proposal to Razer, for Razer’s prior review (“Change Order Proposal”). Such change order proposal shall include, among other items, an estimate of additional charges to Razer for the modified Services, if any, and any expected impact the change will have on the scheduled date(s) for completion of such Services. Upon Razer’s written approval of the Change Order Proposal, the Change Order Proposal will become a part of the Vendor Order Form. No change to the Vendor Order Form shall be binding on the Parties unless the change is embodied in a writing that has been signed by an authorized representative of each Party.
         
         
      3. 3.3.3. Project Managers; Reports – Each Party shall appoint a qualified staff member or other representative to act as project manager (each, a “Project Manager”) for the Services to be performed under the Vendor Order Form. Each Project Manager shall act as the principal contact between the Parties in connection with the performance of such Services. Vendor agrees to submit written reports on the progress of the Services performed under the Vendor Order Form as may be reasonably requested from time to time by Razer’s Project Manager.
         
         
      4. 3.3.4. Vendor Personnel – The persons or parties (including any and all permitted subcontractors) assigned by Vendor to perform the Services shall have appropriate technical and professional skills to enable them to perform their duties in a professional manner, consistent with generally accepted industry standards. Vendor shall use reasonable efforts to (i) maintain continuity with respect to such persons or parties (including any and all permitted subcontractors) and shall keep the turnover rate to a minimum and (ii) ensure that any time off taken by such persons or parties (including any and all permitted subcontractors) will not affect the Services provided to Razer. In the event that Vendor replaces any person or party (including any and all permitted subcontractors) performing Services under the Vendor Order Form with another person or party, Razer shall not be responsible for any costs associated with any training, orientation or other steps to bring such replacement person or party to the same level as the replaced person or party and Vendor shall be responsible for all such costs. Even if Razer requests a Vendor personnel change, Razer shall not be responsible for such costs if Razer’s request for a replacement arises from Razer’s assessment that the person or party provided by Vendor to perform the Services lack the requisite skill, education, and experience required for the applicable task. Notwithstanding the foregoing, in the event Razer requests a Vendor personnel change, Razer shall provide a written explanation detailing the reasons for such request. While at Razer’s facilities, all persons and parties assigned by Vendor to perform the Services shall observe and follow Razer’s work rules, policies and standards as the same are communicated to Vendor. Vendor shall cooperate with Razer in promptly removing from performance of the Services any person or party who performs the Services in an unsatisfactory manner.
         
         
      5. 3.3.5. Facilities – The Services will be performed by Vendor at locations as set forth in the Vendor Order Form. If the identified locations include Razer facilities, Razer will provide, at no cost to Vendor, office space, computer time and communication facilities (phone, fax, e-mail, data communication, etc.) as reasonably required for Vendor personnel to perform the Services on site at Razer’s facilities. Razer agrees to grant access to its premises and systems, during its normal business hours, as reasonably necessary for the performance of the Services under the Agreement and the Vendor Order Form.
         
         
2. 4. Compensation
   
   
   1. 4.1. Fees - Razer shall pay Vendor for the Services and Deliverables provided by Vendor hereunder as specified in the Vendor Order Form. The price for Services agreed to be provided on a fixed price basis and the rates for any Services agreed to be performed on a time and materials basis shall be as set forth in section 7 of the Vendor Order Form. Unless otherwise stated in the Vendor Order Form, Razer will not be responsible for any expenditures incurred by Vendor in providing the Services.
      
      
   2. 4.2. Taxes - All fees quoted in the Vendor Order Form, unless otherwise mutually agreed, are inclusive of any sales, use or value added tax imposed by any applicable taxing jurisdiction. Where applicable, Vendor shall detail such taxes as a separate line item in applicable invoices and shall pay the appropriate amount of the tax to the applicable taxing authority when due. Vendor agrees to cooperate with Razer in order to minimize the tax impact under the Agreement. If Razer is required by applicable law to withhold taxes from its payments to Vendor and remit such taxes to the local taxing jurisdiction, then Razer will pay to Vendor the remaining net amount after the taxes have been withheld and promptly provide Vendor a copy of the final tax receipt upon request. If any Deliverable is software, Vendor shall provide the Deliverable by electronic mail.
      
      
   3. 4.3. Invoices - Except as otherwise expressly set forth in the Vendor Order Form, Vendor shall submit invoices to Razer detailing the amounts payable by Razer upon completion of the Services and/or Deliverables. Vendor’s invoices shall include a reasonably detailed description of work performed, including as applicable, hours worked (with partial hours recorded in quarter-hourly increments), and the dates each Service and/or Deliverable were rendered. Razer shall remit payment to Vendor within forty-five (45) days following its receipt of each such invoice; provided that Razer may withhold payment of any amounts that are disputed by Razer in good faith pending resolution of the dispute. In the event that Razer disputes any invoiced amount, Razer shall notify Vendor of the reasons for disputing such amount as soon as practicable after receipt of the applicable invoice, whereupon the Parties shall promptly seek to resolve the dispute by mutual discussion. Any such dispute shall not relieve Razer from paying when due any undisputed portion of the invoice.
      
      
3. 5. Confidentiality
   
   
   1. 5.1. Obligations of Confidentiality and Non-Use - Each Party (in such capacity, the “Receiving Party”) acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereafter defined) provided by the other Party (in such capacity, the “Disclosing Party”) hereunder or in performance of the services under the Vendor Order Form. The Receiving Party shall not disclose or disseminate the Disclosing Party’s Confidential Information to any person other than those employees, agents, contractors, permitted subcontractors and licensees of the Receiving Party, or its affiliates, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under the Agreement or the Vendor Order Form. In addition, the Receiving Party (i) shall take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and (ii) shall not use the Disclosing Party’s Confidential Information, or authorize other persons or entities to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder or under the Vendor Order Form. As used herein, “reasonable steps” means steps that a Party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care.
      
      
   2. 5.2. Definition of Confidential Information - The term “Confidential Information”, as used herein, shall mean all business strategies, plans and procedures, product roadmaps and specifications, proprietary information, software, tools, processes, methodologies, data and trade secrets, and other confidential information and materials of the Disclosing Party, its affiliates, their respective clients or suppliers, or other persons or entities with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed as a result of the Agreement.
      
      
   3. 5.3. Exclusions - The provisions of this Clause 5 respecting Confidential Information shall not apply to the extent, but only to the extent, the Receiving Party can establish through competent documentation that such Confidential Information is: (i) already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party, (ii) subsequently learned from an independent third party free of any restriction and without breach of the Agreement; (iii) is or becomes publicly available through no wrongful act of the Receiving Party or any third party; (iv) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (v) is required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange (provided, however, that the Receiving Party shall advise the Disclosing Party of such required disclosure promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure). Nothing in this clause shall be construed as restricting Razer’s rights with respect to any Deliverable as provided in Section 3 of these Terms and Conditions, for Razer’s business purposes, and for the business purposes of Razer’s subsidiaries and affiliates.
      
      
   4. 5.4. Recipient’s Employees and Others - The Receiving Party shall advise its employees, agents, contractors, permitted subcontractors and licensees, and shall require its affiliates to advise their employees, agents, contractors, permitted subcontractors and licensees, of the Receiving Party’s obligations of confidentiality and non-use under this Clause 5 of these Terms and Conditions, and shall be responsible for ensuring compliance by its and its’ affiliates employees, agents, contractors, permitted subcontractors and licensees with such obligations. In addition, the Receiving Party shall require all persons and entities that are provided access to the Disclosing Party’s Confidential Information, other than the Receiving Party’s accountants and legal counsel, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this Clause 5 of these Terms and Conditions. The Receiving Party shall promptly notify the Disclosing Party in writing upon learning of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information by such persons or entities.
      
      
   5. 5.5. Return or Destruction of Confidential Information - Upon the Disclosing Party’s written request following the completion or termination of the Agreement or part thereof, the Receiving Party promptly shall return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party provided under or in connection with the Services provided under the relevant Vendor Order Form, including all copies, portions and summaries thereof. Notwithstanding the foregoing sentence, (i) the Receiving Party may retain one copy of each item of the Disclosing Party’s Confidential Information for purposes of identifying and establishing its rights and obligations under the Agreement, and (ii) Razer may retain Confidential Information of Vendor to the extent that such information is necessary or desirable in connection with Razer’s use of any Deliverables as permitted hereunder; provided, however, that in either case all such Confidential Information retained by the Receiving Party shall remain subject to the provisions of this Clause 5 of these Terms and Conditions for so long as it is so retained. If requested by the Disclosing Party, the Receiving Party shall certify in writing its compliance with the provisions of this paragraph.
      
      
   6. 5.6. Survival of confidentiality - The confidentiality obligations under this Clause 5 shall survive the termination of the Agreement for a period of three (3) years thereafter.
      
      
4. 6. Intellectual Property Rights
   
   
   1. 6.1. Definition Intellectual Property - For the purposes of the Agreement, “Intellectual Property” includes but is not limited to any patent, copyright, design right, trade mark, service mark, trade dress, trade name, goodwill, geographical indication, image rights, moral rights, integrated circuit layout-design right, know-how, confidential information, trade secret, any application (whether pending, in process or issued) for any of the foregoing, and any other industrial, intellectual property or protected right similar to the foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed.
      
      
   2. 6.2. Use of Razer’s Intellectual Property – Vendor shall not use the Intellectual Property of Razer (or any of its affiliates) in any sales, marketing or promotional materials, public announcements and/or presentations, without the prior written approval of Razer. In the event Razer authorizes the use of its Intellectual Property, Razer grants to the Vendor, for the duration of the Term, a revocable, non-exclusive, non-assignable, non-sublicensable and limited license to use Razer’s Intellectual Property to promote Razer and/or Razer products solely in accordance with, and for the purposes of the Vendor’s performance of its obligation under the Agreement.
      
      
   3. 6.3. No implied license - Nothing in the Agreement shall be construed as granting the Vendor any right or license to use, reproduce, display, broadcast, stream or communicate to the public in any manner or through any media the Deliverables and/or the Works including any derivative works arising therefrom, unless prior written approval is obtained from Razer.
      
      
   4. 6.4. Intellectual Property Guidelines - Any use of Razer’s Intellectual Property shall be strictly in accordance with Razer’s applicable trademark/intellectual property guidelines (as may be provided from time to time).
      
      
   5. 6.5. Protecting Razer’s Intellectual Property - Vendor shall not modify or create a derivative work of Razer’s Intellectual Property and shall not cause or permit anything which may damage or endanger Razer’s Intellectual Property or Razer’s title to it or assist or allow others to do so.
      
      
   6. 6.6. No Denigration and handling inappropriate content and material - Vendor accepts and acknowledges that Razer’s image, reputation and goodwill are of paramount importance and value. Vendor shall not, and shall ensure that any content or materials created by Vendor (including on any Internet website or social media channels) do not, denigrate Razer and its products in any way. Vendor agrees to remove any content or material deemed inappropriate by Razer within 24 hours of Razer’s written request.
      
      
   7. 6.7. Razer Ownership of Works - Subject to Clauses 6.7, 6.8 and 6.9 of these Terms and Conditions, Parties agree that the author and/or originator shall be deemed the sole creator – within the meaning of §7 UrhG – of all copyrightable material, notes, records, drawings, designs, inventions, ideas, improvements, developments, discoveries, reports, emails, data, information, Deliverables, and trade secrets conceived, made or discovered by Vendor, Vendor’s employee(s) and/or Vendor’s contractor(s), solely or in collaboration with others, during the period of the Agreement for the purpose of the Agreement (collectively, "Works"). Accordingly:
      
      
      1. 6.7.1. Vendor irrevocably grants Razer the exclusive, temporally and spatially unrestricted right to use the Works in all conceivable types of use. The rights of use are granted free of charge. Razer is entitled to use individual elements separately for its advertising and to edit the advertising and to edit the Works in order to adapt it to its current business purposes. Razer is entitled to register the Works as a trademark for himself.
         
         
      2. 6.7.2. Vendor irrevocably grants the Razer the right to transfer the right of use as a simple, non-transferable right of use in the manner and scope described below to suitable third parties. The transfer of this sub-right of use must also be free of charge. The content of the transferable right of use shall be determined in accordance with the foregoing.
         
         
      3. 6.7.3. Vendor warrants that he is authorized to freely dispose of and transfer the copyright to the Works in the manner described above. He also assures that he has not made any dispositions that conflict with the granting of the rights of use to Razer, and that the content or parts of the Works are not taken from unlawfully protected works of other creators.
         
         
      4. 6.7.4. Vendor undertakes to assist Razer, or its designee, at Razer's expense, in every proper way to secure Razer's rights in the Works and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to Razer of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which Razer shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Razer, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Works, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.
         
         
      5. 6.7.5. Vendor further agrees that Vendor's obligation to execute or cause to be executed, when it is in Vendor's power to do so, any such instrument or papers shall continue after the termination of the Agreement.
         
         
   8. 6.8. License to Vendor Property - To the extent any Vendor Property or a portion thereof is incorporated or contained in a Deliverable in the Vendor Order Form, such Vendor Property shall be and remain the sole and exclusive property of Vendor, except as stated in this clause or under Section 12 of the Vendor Order Form. Unless an applicable separate license agreement provides otherwise, if Vendor Property or a portion thereof is incorporated or contained in a Deliverable which is part of the Vendor Order Form under the Agreement, Vendor hereby grants to Razer a non-exclusive, perpetual, irrevocable license, with the right to sublicense through multiple tiers, to use, copy, perform, display, distribute, sell, modify and create derivative works of any such Vendor Property for Razer’s business purposes, and for the business purposes of Razer’s subsidiaries and affiliates. “Vendor Property” means the items listed under Section 12 of the Vendor Order Form, if any.
      
      
   9. 6.9. Third Party Materials - Vendor shall specify under Section 13 of the Vendor Order Form any third-party creative materials to be incorporated into or provided as any Services, Deliverables and/or Works (“Third-Party Materials”), and shall seek Razer’s prior written approval prior to the incorporation of any such Third-Party Materials. Vendor shall be responsible for securing all necessary licenses, legal clearances and/or approvals required from such third party for Razer’s use of any such Third-Party Materials and shall provide copies of such licenses upon request.
      
      
5. 7. Representations, Warranties and Covenants
   
   
   1. 7.1. Title and Non-Infringement - Vendor represents and warrants to Razer that, as of the date each Service, Work and/or Deliverable is accepted by Razer, Vendor shall have obtained all right, title and interest in and to such Service, Work and/or Deliverable that any Vendor personnel or third party have or may have with respect thereto, to the extent necessary for Vendor to grant to Razer the ownership rights and licenses granted hereunder, including without limitation all copyrights, music performance rights, music synchronization rights, still photo, image, film or videotape footage licenses or other appropriate license of all elements of the Service, Work and/or Deliverable. Vendor further represents and warrants to Razer that such Service, Work and/or Deliverable does not and will not infringe or misappropriate the copyright, trademark, patent, trade secret or other rights of any third party. This non-infringement warranty shall not apply to the extent that an infringement claim arises as a result of (i) use of the Service, Work or Deliverable in combination with other products or systems which is not reasonably anticipated in the Specifications, or (ii) materials provided to Vendor by Razer in connection with the development of the Service, Work and/or Deliverable.
      
      
   2. 7.2. Compliance with Specifications - Vendor warrants to Razer that at the time of acceptance by Razer, each Deliverable will conform to its corresponding Specifications. This warranty shall not apply in the event that failure of the Deliverable to conform to its corresponding Specifications has resulted from (i) modification of the Deliverable by Razer, (ii) use of the Deliverable in combination with other products or systems which is not reasonably anticipated in the Specifications, or (iii) components or materials provided to Vendor by Razer in connection with the development of the Deliverable.
      
      
   3. 7.3. Performance - Vendor agrees to use reasonable efforts in providing the Services and warrants that the Services will be performed in a professional and workmanlike manner, with care, skill and diligence, and consistent with the applicable standards in Vendor’s profession or industry, and consistent with all applicable laws, rules and regulations.
      
      
   4. 7.4. Bonding - Vendor agrees to (i) bond or otherwise insure against any and all liens and attachments filed in connection with its performance of Services under the Agreement, (ii) immediately discharge such liens and attachments, and (iii) indemnify Razer, pursuant to Clause 9.1 of these Terms and Conditions, from any and all damages, liabilities, costs or fees resulting from such liens and attachments.
      
      
   5. 7.5. Breach by Vendor - Vendor agrees that if Vendor is in breach of the Agreement and Vendor fails to cure such breach within ten (10) business days following written notice from Razer, Razer may itself complete or retain another party to complete any remaining uncompleted Services and/or Deliverables. Any resulting costs, fees or expenditures incurred by Razer will be deducted from Vendor’s compensation set forth in Clause 4 of these Terms and Conditions or reimbursed by Vendor, at Razer’s option.
      
      
6. 8. Limitation of liability
   
   
   1. 8.1. Limitation of Liability - Unless specifically provided otherwise in the Agreement and to the extent permitted by applicable law, in no event will: (a) either Party be liable to the other for any indirect, consequential damages arising under or in connection with a breach or alleged breach of the Agreement, even if such other Party has been advised of the possibility of such damages; (b) Razer’s total cumulative liability arising out of or relating to the Agreement (regardless of the form of action giving rise to such liability, whether in contract, tort or otherwise) exceed the total amount paid or payable by Razer to Vendor under the Agreement.
      
      
7. 9. Indemnification
   
   
   1. 9.1. Vendor Indemnity - Except for Claims excluded under Clause 9.2 of these Terms and Conditions, Vendor will defend, indemnify and hold harmless Razer and its directors, officers, employees and agents (each, a “Razer Indemnified Party”), from and against any threatened or actual third-party suit, proceeding, claim or demand of any nature (any and all damages, costs and other amounts, including, without limitation, reasonable attorneys’ fees, suffered or incurred by any of them) (each, a “Claim”) against a Razer Indemnified Party (i) in which it is alleged that the possession, ownership, use or copying of any Service, Work or Deliverable, or any part thereof, violates the copyright, patent or other rights of any third party or any applicable law or regulation, (ii) arising from or in connection with a breach of any representation, warranty or covenant herein or from Vendor’s willful misconduct or negligent acts or omissions, or (iii) for personal injuries and/or damages arising out of the use of any Razer product if such injuries and/or damages are attributable in whole or in part to the designs provided by Vendor hereunder.
      
      
   2. 9.2. Exclusions - Vendor’s obligations under Clause 9.1 of these Terms and Conditions shall not apply to any Claim to the extent it arises from or concerns: (i) a Deliverable prepared solely in accordance with Razer’s specific technical designs, specifications or instructions (except where Vendor knew or should have known that such compliance was likely to result in a Claim, or where the Claim is the result of Vendor’s choice of the method of implementation from among competing methods of implementation and the method selected by Vendor was within Vendor’s discretion); (ii) inclusion in a Deliverable of any content or other materials provided by Razer, provided the included content or other material is the cause of the infringement; or (iii) modification of a Deliverable other than by, with the approval or at the direction of Vendor. In the event that Razer is enjoined or otherwise prohibited, or is reasonably likely to be enjoined or otherwise prohibited, from using any Deliverable as a result of or in connection with any claim for which Vendor is required to indemnify Razer hereunder, Vendor, at its own expense and option, shall, in addition to fulfilling its obligations described herein, promptly: (i) procure for Razer the right to continue using such Deliverable; (ii) modify the Deliverable so that it becomes non-infringing without materially altering its capacity or performance; (iii) replace the Deliverable with work product that is substantially equal in all instances but is non-infringing; or, if none of the foregoing remedies is available to Vendor on commercially reasonable terms, (iv) accept Razer’s return of the Deliverable and repay to Razer a sum equal to the total fees and other amounts paid by Razer for such Deliverable.
      
      
8. 10. Privacy and Security
   
   
   1. 10.1. Applicability - If, in connection with providing the Deliverables and/or Services under the Agreement, Vendor receives, has access to, uses or stores Personal Information, then Vendor agrees that it will have the obligations set forth in this Clause 10 of these Terms and Conditions in addition to Clause 5 of these Terms and Conditions.
      
      
   2. 10.2. “Personal Information” – is any information collected from or about individual persons that Vendor obtains in any manner from any source in connection with the Services or the Agreement. Personal Information includes, without limitation, names, addresses, telephone numbers, e-mail addresses and usernames, government ID numbers of any kind, credit card, bank account or other financial account numbers, purchase and transaction information, IP and network hardware addresses, account information, credit information, demographic information, geolocation information, lists of contacts and any other information about individual persons or their use of Razer products, services or tools. Personal Information will in all circumstances be treated as Confidential Information, and will not be subject to the exceptions in Section 6.3 of these Terms and Conditions.
      
      
   3. 10.3. Safeguards - Vendor will establish and implement, and thereafter maintain, administrative, physical, and technical safeguards (“Safeguards”) that protect the security and privacy of Personal Information. The Safeguards will meet or exceed relevant industry standards and apply with all applicable laws, including but not limited to the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), and limit the collection, storage, disclosure, use of, or access to Personal Information solely to personnel and purposes authorized by the Agreement. The Safeguards will be appropriate to Vendor’s role, operations and exposure to Personal Information in providing the Services. Vendor will ensure that anyone acting on Vendor’s behalf is subject to Vendor’s Safeguards or otherwise provides equivalent or greater protections for the security and privacy of Personal Information. At any time upon Razer’s request, Vendor will cooperate with Razer's reasonable efforts to assess the adequacy of Vendor’s Safeguards and the safeguards of anyone acting on Vendor’s behalf.
      
      
   4. 10.4. Incidents - Vendor will notify Razer in the most expedient time possible under the circumstances and without unreasonable delay when Vendor has reason to believe that Personal Information has been, or is reasonably likely to have been, accessed for an unauthorized purpose or by unauthorized individuals (an “Incident”). Notification to Razer will be made by email to [email protected]. Vendor will: (a) provide reasonable assistance to Razer in investigating, remedying and taking any other action Razer reasonably deems necessary regarding any Incident and any dispute, inquiry or claim that concerns the Incident; and (b) provide Razer with reasonable assurances that Vendor has corrected all circumstances under Vendor’s control that led to or caused the Incident. Vendor will provide reasonable prior notice to Razer of any third-party request or legal process relating to any Incident, including, but not limited to, any legal request or inquiry initiated by any governmental entity (foreign or domestic).
      
      
9. 11. Miscellaneous provisions
   
   
   1. 11.1. Independent Contractor – In making and performing the Agreement and each Vendor Order Form, Vendor shall be deemed to be acting as an independent contractor of Razer and shall not be deemed an agent, legal representative, joint venturer or partner of Razer. Neither Party is authorized to bind the other to any obligation, affirmation or commitment with respect to any other person or entity. Vendor acknowledges and agrees and it is the intent of the parties hereto that Vendor and its employees, contractors and agents receive no Razer-sponsored benefits, pension or insurance (including, but not limited to, Razer’s unemployment or workman’s compensation insurance) from Razer either as a contactor or employee. Razer shall not be responsible for the collection and or payment of any taxes, withholdings, contributions or deductions in connection with amounts paid hereunder, including, but not limited to, income taxes, sales and use taxes, and federal, state and other payroll taxes. The collection and payment of all taxes due to any taxing authority for amounts paid hereunder shall be the sole responsibility of Vendor.
      
      
   2. 11.2. Insurance – Upon Razer’s reasonable request, the Vendor hereby undertakes to take out and maintain adequate insurance coverage with a reputable insurance company against any liability that Vendor may incur in connection with its performance under the Agreement. Vendor shall upon request produce to Razer the policy of such insurance, the premium receipt and the insurance certificate.
      
      
   3. 11.3. Assignment; Binding Effect – Neither Party may assign, delegate or transfer the Agreement including the Vendor Order Form, or any obligations hereunder, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Vendor may not assign any of its rights or obligations hereunder to any subcontractor or third party without the prior written consent of Razer. Notwithstanding the foregoing, either Party may assign, delegate or transfer the Agreement to any affiliate of such Party for so long as such assignee, delegatee, or transferee remains an affiliate of such Party. Any assignment, delegation, or transfer in violation of this provision shall be void and without legal effect.
      
      
   4. 11.4. Third Party Beneficiaries - Except as expressly stated herein, nothing in the Agreement or the Vendor Order Form shall confer any rights upon any person other than the Parties hereto and their respective successors and permitted assigns.
      
      
   5. 11.5. Governing Law; Venue
      
      
      1. a) Where the Razer entity stated at Section 1 of the Vendor Form is a Singapore entity: The Agreement shall be interpreted and construed in accordance with the laws of Singapore without regard to its conflict of law provisions. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved 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.
         
         
      2. b) Where the Razer entity stated at Section 1 of the Vendor Form is incorporated in the United States of America: The Agreement shall be interpreted and construed in accordance with the laws of the State of California without regard to its conflict of law provisions. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in California in accordance with the arbitration rules of the International Chamber of Commerce ("ICC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The language of the arbitration shall be English.
         
         
      3. c) Where the Razer entity stated at Section 1 of the Vendor Form is a German entity: The Agreement shall be governed by and interpreted in accordance with the laws of the Federal Republic of Germany, without giving effect to its principles governing conflicts of law. Any dispute between Vendor and Razer regarding the Agreement will be subject to the exclusive venue and jurisdiction of the state (Hamburg) and federal courts or the arbitrators in Germany, and each Party hereby waives all objections to jurisdiction and venue.
         
         
   6. 11.6. Equitable Relief - Notwithstanding anything to the contrary contained in Clause 9 above, each Party agrees that either Party’s violation of the provisions of Clauses 5, 6, 7 and/or 10 of these Terms and Conditions may cause immediate and irreparable harm to the other Party for which money damages may not constitute an adequate remedy at law. Therefore, the Parties agree that, in the event either Party breaches or threatens to breach said provisions or covenants, the other Party shall have the right to seek, in any court of competent jurisdiction, an injunction to restrain said breach or threatened breach, without posting any bond or other security and any judgment, order or decree relating thereto shall have precedence over any arbitrator’s award or proceeding.
      
      
   7. 11.7. Entire Agreement; Amendment – The Agreement, together with the Vendor Order Form, set forth the entire understanding of the Parties with respect to the subject matter hereof and thereof. The Agreement supersedes all prior or simultaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the Parties hereto with respect to the subject matter hereof, whether written or oral. The Agreement and the Vendor Order Form may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the Parties.
      
      
   8. 11.8. Severability – Any provision of the Agreement or the Vendor Order Form that is determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of the Agreement or such Vendor Order Form, or affecting the validity or enforceability of such provision in any other jurisdiction.
      
      
   9. 11.9. Waiver – No term or provision of the Agreement or the Vendor Order Form will be considered waived by a Party, and no breach consented to by either Party, unless such waiver or consent is in writing signed on behalf of the Party against whom it is asserted. No consent to or waiver of a breach of the Agreement or the Vendor Order Form by either Party, whether express or implied, will constitute a consent to, waiver of, or excuse for any other, different, or subsequent breach of the Agreement or the Vendor Order Form by such Party.
      
      
   10. 11.10. Acts or Omissions of Other Party – Neither Party shall be liable for any delay or failure in the performance of its obligations under the Agreement or the Vendor Order Form hereunder, if and to the extent such delay or failure is caused by the actions or omissions of the other Party or other Party’s agents or due to a breach of the Agreement or a Vendor Order Form the other Party.
       
       
   11. 11.11. Execution and Delivery – The Agreement and the Vendor Order Form shall be deemed executed by both Parties when any one or more counterparts of the Vendor Order Form, individually or taken together, bears the signatures of each of the Parties. The Agreement and Vendor Order Form may be executed by means of electronic signature. The Agreement and the Vendor Order Form, once executed by a Party, may be delivered to the other Party by facsimile transmission of a copy thereof bearing the signature of the Party so delivering it.
       
       
10. 12. Termination
    
    
    1. 12.1. Termination for Material Breach - In the event of a material breach of the provisions of these terms and conditions or the Vendor Order Form, the non-breaching Party may terminate the Agreement, upon written notice to the breaching Party if the breaching Party fails to cure such breach within 30 days following written notice thereof to the breaching Party.
       
       
    2. 12.2. Termination for Bankruptcy – The Agreement shall terminate, without notice, (i) upon the institution against Vendor of bankruptcy proceedings or any other proceedings for the settlement of debts; or (ii) upon Vendor making an assignment for the benefit of his creditors.
       
       
    3. 12.3. Termination for convenience – Razer may terminate the Agreement for convenience, without the need to state reasons, by giving thirty (30) days’ prior written notice to the Vendor.
       
       
    4. 12.4. Consequences of termination – Upon the termination or expiry of the Agreement for any reason, Vendor shall:
       
       
       1. a. immediately cease any use of Razer’s name, trademarks and/or logos;
          
          
       2. b. not make any form of representation (whether express or implied) that it remains associated with Razer;
          
          
       3. c. not disparage (whether expressly or impliedly) the Razer brand name and/or any Razer products; and
          
          
       4. d. in the event of early termination, refund Razer all advance payments made (if any) for any Services and/or Deliverables that have not been delivered or rendered on a pro-rata basis. Such refund shall be processed within 30 days from the effective date of termination.
          
          
    5. 12.5. Survival - The provisions of Sections 7-13, 14.4 of these Terms and Conditions, as well as any other provisions of the Agreement necessary to interpret the respective rights and obligations of the Parties hereunder or under the Vendor Order Form, shall survive the termination of the Agreement or such Vendor Order Form. In addition, Razer shall remain obligated to pay Vendor any amounts due hereunder for Services performed and expenses incurred under any Vendor Order Form prior to the date of termination of such Vendor Order Form, including any Services performed and expenses incurred during any applicable Wind-Down Period. All provisions of the Agreement, which by their nature extend beyond expiry or termination of the Agreement, shall remain in full force and effect notwithstanding the expiry or termination of the Agreement. Expiry or termination shall not affect any accrued rights or liability.
       
       
11. 13. Force Majeure
    
    
    1. 13.1. Force Majeure Event - Neither Party shall be liable to the other Party or be deemed to be in breach of the Agreement by reason of any delay in performing or observing, or any failure to perform or observe, any of its obligations under the Agreement, if the delay or failure was due to a Force Majeure Event, provided that the Party affected by the Force Majeure Event (“Affected Party”) shall:
       
       
       1. 13.1.1. immediately serve on the other Party written notice thereof specifying the particulars of the Force Majeure Event, the extent to which the Affected Party is unable to discharge or perform its obligations, the reasons for the inability of the Affected Party to perform or discharge its obligations and estimated period during which the Affected Party is unable to perform and discharge its obligations;
          
          
       2. 13.1.2. nevertheless use all reasonable efforts to perform its obligations to the extent practicable under the circumstances; and
          
          
       3. 13.1.3. promptly take and continue to take all action within its powers to minimise the duration and effect of the Force Majeure Event on the Affected Party.
          
          
12. 14. Notice
    
    
    1. 14.1. Form of Notices - All notices, demands, requests or communications given pursuant to or in connection with the Agreement shall be given in the English language and sent via email, registered mail or by hand to the addresses of the Parties as specified under Section 14 of the Vendor Order Form or any other email or other address as may be notified to the other Party from time to time.
       
       
    2. 14.2. Effectiveness of Notices - All communications shall be effective on receipt, and shall be deemed to have been received, in the case of a registered letter, not later than five days (5) after having been posted; if by hand, when receipt is signed by the recipient’s representative; and in the case of an email, when it has been sent, except that the email is sent after normal office hours or on a day which is not a working day shall be deemed to have been received on the succeeding working day.
       
       
13. 15. Prevailing version of Agreement
    
    The Agreement shall be prepared and executed in English. If the Agreement is translated into a language other than English for any purpose, the English version shall in all events prevail and be paramount in the event of any differences, questions or disputes concerning the meaning, form, validity, or interpretation of the Agreement.