Terms and Conditions

1. General

1. Welcome to Razzall.com, the world's first online crowd purchasing marketplace (the "Website"). This unique marketplace is a platform provided through the Website, accessible through the url www.Razzall.com, which allows users to collectively and as a group purchase ("Crowd Purchase") and receive items from various vendors who list items on the platform for sale ("Razz" or "Razzes"). Anyone who uses this platform (a "User"), whether to attempt to sell an item listed in a Razz or Razzes (a "Seller"), to contribute to the Crowd Purchase of an item that is listed in a Razz or Razzes (a "Purchaser"), or otherwise uses the Services, applications or tools provided (collectively referred to as "Services"), must first accept the terms and conditions of this RAZZALL GENERAL USER AGREEMENT (these "Terms") without change. AT THIS TIME, ONLY RESIDENTS OF CANADA AND THE UNITED STATES OF AMERICA WILL BE PERMITTED TO BECOME USERS.
2. These Terms constitute a legally binding agreement ("Agreement") between Users ("You" or "Your") and Razzall Inc. ("Razzall" or "We" or "Us" or "Our"), governing Your access to and use of the Website and Services.
3. You agree not to do, or omit to do, or attempt to do or omit to do, any act or thing which may interfere with the proper operation of the Website or Services.
4. You and Razzall acknowledge that these Terms are concluded between you and Razzall only, and not with any applicable Download Venue (i.e. Apple Store or Google Play).

2. Acceptance of Terms

1. Please read these Terms carefully before using the Website or Services. By using or otherwise accessing Razzall, the Website or the Services, or clicking to accept or agree to these Terms where that option is made available, You (1) accept and agree to these Terms; (2) consent to the collection, use and disclosure of personal data (subject to data protection laws) and Our Privacy Policy incorporated herein by reference; and (3) accept any additional terms and conditions contained herein as modified or changed from time to time as may be necessary.

3. About Razzall

1. Razzall is a crowd purchasing marketplace that provides Users a platform where they can sell to and buy products from each other.
2. Specifically, Razzall provides a platform for Sellers to sell and Purchasers to purchase products, goods, services and other items ("Items"). The Seller will list for sale an Item, set a time limit and provide two methods to pay for the Item:
   1. Purchase of Razz or Razzes: This method allows Purchasers to purchase an Item as a group. The Seller will create a finite number of individual slots ("Razz Spots") with a price attached to each slot in Canadian Dollars. The Selected Purchaser will be chosen through use of a third party randomizer ("RNG") such as www.random.org.
   2. If there is an error running a randomization via the Random.org API, the Razz in question will be rerun manually. Only results posted to the random.org Razzall results page will be considered the official randomization.
3. "Buy it Now": This method allows a Purchaser to purchase the Item for the posted Buy it Now Price, which will be determined by the Seller in advance of the starting time. Once a Purchaser chooses Buy it Now, the Razz immediately ends and amounts paid by other Purchasers (excluding the Selected Purchaser) will be returned to their respective Razz Wallets.
4. If You are a Purchaser, You are bound by additional Purchaser Terms.
5. If You are a Seller, You are bound by additional Seller Terms.
6. Razzall merely provides a platform for a transaction to occur. Razzall is not a party to any agreement of purchase and sale.
7. RAZZALL HAS NO CONTROL OVER AND DOES NOT GUARANTEE: THE EXISTENCE, QUALITY, SAFETY OR LEGALITY OF ITEMS ADVERTISED; THE TRUTH OR ACCURACY OF USERS' CONTENT OR LISTINGS; THE ABILITY OF SELLERS TO SELL ITEMS; THE ABILITY OF PURCHASERS TO PAY FOR ITEMS; OR THAT A PURCHASER OR SELLER WILL ACTUALLY COMPLETE A TRANSACTION.

4. Registration

1. In order to participate as a Purchaser or Seller, You must first register for an account ("Account"). Required Registration Data includes: full legal name, valid email address, username, password, confirmation that You are at least 18 years old, confirmation of residency in Canada or the USA, and agreement to these Terms.
2. To participate in a Razz you also need: a valid phone number, a shipping address, and a billing address.
3. Your chosen username must be unique and must not be offensive, rude, disparaging, or intended to deceive.
4. Once registered, Your Account gives You access to an electronic wallet ("Razz Wallet"), funded by credit card or by selling Items. Razzall does not store credit card details on its servers.
5. A positive balance in Your Razz Wallet is required to participate in any Razz. All funds will be displayed in Canadian Dollars.
6. Requests to withdraw funds from a Razz Wallet require 48 hours' notice and are subject to processing and currency conversion fees.
7. You agree to provide accurate, current and complete Registration Data. If You provide inaccurate information, We may suspend or terminate Your Account.
8. You may establish only one Account per person. Razzall reserves the right to suspend or terminate duplicate Accounts.
9. You are responsible for maintaining the confidentiality of Your username and password.
10. It is a violation to allow any other person to use Your Account. You must immediately advise Us of any unauthorized use.

5. Eligibility

1. You represent and warrant that You are fully able and competent to enter into the conditions set forth in these Terms.
2. You must be at least eighteen years of age. In jurisdictions where the minimum age is greater, You must meet that requirement.
3. You must be a resident of Canada or the United States of America with a Canadian or American shipping/billing address.

6. Using Razzall

1. As a condition of Your use of Razzall You agree to adhere to the Posting Rules. You will not: breach laws or third party rights; post threatening, abusive or obscene material; post false or misleading material; manipulate Item prices; distribute spam or viruses; impose unreasonable loads on Our infrastructure; copy or modify content without consent; use automated means to access Razzall; harvest information about others; commercialize Services without permission; transfer Your Account without consent; bypass access restrictions; or infringe Intellectual Property Rights.
2. If any Posting Rules are breached, Razzall reserves the right to obtain injunctive relief and all Users agree to indemnify and hold Razzall harmless.
3. We may inform other Users if We believe You are behaving suspiciously.
4. We may suspend inactive Accounts (more than six months) or terminate any Account at Our discretion.

7. User Nickname Policy

1. Nicknames must adhere to community standards. Prohibited content includes obscenity, misleading terminology, hate speech, harassment, and offensive content.
2. Razzall reserves the right to refuse or revoke any nickname at its sole discretion.
3. Users are responsible for ensuring compliance and should report violating nicknames.

8. Postponed or Cancelled Events for Ticket Purchasers

1. Postponement: The selected purchaser retains tickets pending a rescheduled date.
2. Cancellation: The seller must refund the selected purchaser or Razzall Inc. the entire face value of the ticket(s). Other Razz participants shall not receive compensation.
3. Buy it Now: The purchaser is entitled to the full value of the Razz less Razzall fees. Sellers cannot withdraw funds until after the event is completed.
4. Face Value refers to the price at which tickets are initially acquired from licensed primary sellers. Razzall is only obligated to reimburse "face value" of tickets.

9. Policy Enforcement

1. We may consider performance history and specific circumstances when applying policies, and may choose to be more lenient in the interest of doing right by both parties.

10. Content

1. You agree not to copy, distribute or modify content from Razzall without Our express prior written permission.
2. When You give Us content, You grant Us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to use such content.
3. You represent and warrant that You own or control all necessary rights for content You provide.
4. We try to offer reliable product data but cannot promise content will always be available, accurate, complete, and up-to-date.
5. The name "Razzall", "Razz" and other Razzall marks, logos, designs are trademarks of Razzall in Canada and the US.

11. Disclaimer of Warranties and Limitation of Liability

1. Users are not to post content that infringes the rights of third parties.
2. Entitled parties may report infringing Razz listings and request removal.
3. We respond to notices of alleged Intellectual Property Rights infringement under Canadian laws.

12. Privacy of Others

1. You agree to use other Users' information only for the purposes it is provided. You may not disclose, sell, rent, or distribute a User's information to a third party, or use it for marketing purposes without express written consent.

13. Returns and Cancellations and Money Back Guarantee

1. Razzall is not responsible for issues relating to quantity, quality, fitness for purpose or other defects.
2. Sellers may create rules for replacements, returns, and refunds.
3. For refunds, Razzall will transfer funds from the Seller's Razz Wallet to the Purchaser's Razz Wallet.
4. If the Seller's Razz Wallet has insufficient funds, Razzall will cover the deficiency — Our "Money Back Guarantee".
5. We may suspend the Money Back Guarantee if We suspect abuse.

14. Razzall's Role

1. Razzall is not an auctioneer or intermediary. We provide a platform only.
2. The contract of purchase and sale is solely between the Selected Purchaser and the Seller. Razzall is not obligated to mediate or enforce contracts.

15. Obligations of the Parties

1. Users are solely responsible for their own tax law compliance.
2. Razzall makes no warranties, express or implied with respect to sale of any Items.

16. Warranties and Representations

1. Razzall does not review listed Items and is not involved in transactions after a Razz completes. In no event does Razzall accept liability for posting of unlawful, threatening, abusive or obscene material.
2. To the extent permitted by law, Razzall and its affiliates are not liable for any damages or losses resulting from content provided by Users, actions of third parties, account suspensions, or changes to these Terms.
3. We expressly disclaim all warranties. If We are found liable, Our liability is limited to the greater of (a) total fees You paid in the six months prior to the action, or (b) $100.

17. Termination

1. Razzall may terminate this Agreement, Website access, Services, or any sales or purchases immediately and without notice.

18. Disputes Between Users

1. Disputes shall be submitted to Razzall for final resolution. Any decision made by Razzall is final and binding. If unresolvable, Users agree to binding arbitration.
2. Razzall will not provide legal advice.

19. Release

1. If You have a dispute with one or more Users, You release Razzall (and affiliates, subsidiaries, officers, directors, employees and agents) from claims, demands and damages of every kind.

20. Indemnity

1. You will indemnify and hold Razzall harmless from any claim or demand arising out of Your breach of this Agreement, improper use of Services, or breach of any law or third party rights.

21. Taxation

1. Users, not Razzall, are responsible for filing and paying all applicable taxes. Razzall does not provide tax advice.

22. Right to Set Off and Apply Razz Wallet Funds

1. Razzall is authorized to set off against and apply Razz Wallet amounts to satisfy amounts owed.
2. Razzall is authorized to transfer amounts owed between Users' Razz Wallets.

23. Legal Disputes

1. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.
2. You and Razzall agree that any claim or dispute will be resolved in accordance with this section.
3. Law and Forum: This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada. You agree to submit to the jurisdiction of courts located in Toronto, Ontario.
4. Claims filed contrary to this section shall be considered improperly filed.

24. Notices

1. Legal notices shall be served on Razzall at 6-6150 Hwy 7, Suite 245, Woodbridge, ON L4H 0R6 Canada. You consent to receive electronic communications. Notice via email is deemed given three hours after sending; via mail, three days after mailing.

25. Changes to Terms

1. Razzall may change these Terms from time to time. Continued use constitutes acceptance of revised Terms.
2. If any provision is held unenforceable, it shall be severed, with remaining provisions in full force. The ineffective provision shall be replaced by one approaching its intent as closely as possible.

26. Top Up Bonuses and Referral Codes

1. Users who enter a valid Referral Code at registration may receive a bonus ("Referral Bonus Amount") based on a percentage of funds transferred to their Razz Wallet.
2. Existing Account Users may also receive a "Top Up Bonus" from time to time.
3. A User may not use a Referral Code and a Top Up Code together.
4. Purchasers may use Qualifying Bonus Amounts together with the Cash Balance to purchase Razz Spots, applied proportionally.
5. A Qualifying Bonus Amount has no Cash Value and cannot be withdrawn from a User's Razz Wallet.
6. If no Cash Balance remains, the entire Qualifying Bonus Amount will be forfeit.
7. In the event of disputes, the decision of Razzall management is final.
8. Razzall reserves the right to withhold Qualifying Bonus Amounts if identity cannot be verified.
9. Razzall reserves the right to cancel all Referral Codes and/or Top Up Codes at any time.

27. Intellectual Property and Use of Images

1. By listing an item, the Seller warrants they own or have obtained all necessary rights to any intellectual property associated with the item.
2. Razzall does not endorse any intellectual property used by Sellers.
3. The Seller agrees to indemnify and hold Razzall harmless from any claims of unauthorized intellectual property use.
4. Razzall reserves the right to remove listings and suspend accounts for intellectual property infringement.

Razzall reserves the right to accept or deny any listed Razzes from sellers for any reason.

28. Messaging Terms & Conditions

1. By opting in, you agree to receive recurring automated marketing and informational text messages from Scarlett from Razzall. Message frequency varies. Standard message and data rates may apply. Your consent is not a condition of purchase.
2. Carriers are not liable for delayed or undelivered messages.
3. To cancel, text STOP or follow the unsubscribe link. You may re-subscribe at any time.
4. For support, email support@razzall.com or text "HELP".
5. Before changing your mobile number, reply "STOP" or notify us at support@razzall.com.
6. For data and privacy practices, see our Privacy Policy.
7. We reserve the right to change or terminate our messaging program at any time. Continued enrollment constitutes acceptance of changes.