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Terms and Conditions

RAZZALL™ GENERAL TERMS OF USE

  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.  By accessing www.razzall.com and its related websites or Services You are agreeing to the following Terms.  You accept these Terms by clicking the "Create Account" button when registering a Razzall account and by otherwise accessing or using the Website or Services, including as a Seller in selling an item, as a Purchaser in entering a Razz, purchasing an item, group purchasing, or as a User in accessing any of the Services, creating an account, logging in to Your account or transacting or interacting with the Website in any manner whatsoever; or as otherwise indicated on a specific site or Service.
  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 or activities carried out by Us in accordance with these Terms.
  4. You and Razzall acknowledge that these Terms are concluded between you and the Razzall only, and not with the applicable Download Venue (i.e. Apple Store or Google Play) that you use to access the App. As between the Company and any participating Download Venue, we are solely responsible for the App. No Download Venue has any obligation to furnish any maintenance and/or support services with respect to the App. The Download Venues are third-party owned and operated websites. Use of those stores shall be governed by the applicable venue’s agreements and terms and conditions. We do not control the Download Venues or any of the actions, policies or decisions made by the operators of those stores. If you accessed or downloaded the App from the Apple® Store, then you agree to use the App only: (i.) on an Apple®-branded product or device that runs iOS (Apple’s® proprietary operating system software); and (ii.) as permitted by the "Usage Rules" set forth in the Apple® Store Terms of Service, as applicable. You acknowledge that Apple bears no responsibility related to your use of the App and does not endorse the same.
  1. 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. If You do not agree to the Terms then You must not access or use Razzall, the Website or the Services. 
  1.  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. The Razzall Marketplace allows Users to sell and collectively or individually buy just about anything in a variety of pricing formats.
  2. Specifically, Razzall provides a platform for Sellers to sell and Purchasers to purchase products, goods, services and other items (“Items”). The basic process is as follows. The Seller will list for sale an Item, set a time limit with a starting time and the end time 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 U.S. Dollars. The combined price for all Razz Spots will be the entire purchase price for the Item. Instead of paying for the whole price of the Item, a Purchaser will purchase one or more Razz Spots. Unless a Buy it Now option has been selected by a Purchaser, once all Razz Spots have been filled before the listed end time, then only one individual (the “Selected Purchaser”) who has purchased a Razz Spot will be entitled to receive possession of the Item for sale, unless otherwise noted. The Selected Purchaser will be chosen through use of a third party randomizer (“RNG”) such as www.random.org or similar service. As long as a Buy it Now option has not been selected by a Purchaser, the RNG process will initiate and run immediately following the last Razz Spot being purchased. Users participating in the Razz will be notified by Razzall once the last Razz Spot has been purchased and a selected purchaser has been chosen by the utilization of the third party RNG. 
    2. If there is an error running a randomization for Razzall via the Random.org API and it has not been posted to the public Razzall results page on random.org, the Razz in question will be rerun manually as soon as the issue is noticed. Please note that if an email is sent in error with results that are not contained in the Random.org Razzall results, the results noted in the email will be void. Only results posted to the random.org Razzall results page will be considered the official randomization. If it is run multiple times and posted on the random.org page the first run will be considered the final results.
    1. “Buy it Now”: This method (“Buy it Now”) allows a Purchaser to purchase the Item for the posted Buy it Now price (“Buy it Now Price”), which will be determined by the Seller in advance of the starting time. For purposes of the remainder of these Terms and if the context requires, a Selected Purchaser includes a Purchaser who has chosen to purchase an Item by using a Buy it Now option. Once a Purchaser chooses to purchase an Item using the Buy it Now option, the Razz for that Item immediately ends and amounts paid by other Purchasers to purchase Razz Spots (excluding the Selected Purchaser) will be returned to their respective Razz Wallets. Users participating in the Razz will be notified by Razzall if the Item has been purchased by a Purchaser through the use of a Buy it Now option.
  5. If You are a Purchaser, You are bound by additional Terms for a Purchaser which can be found here (“Additional Purchaser Terms”). The Additional Purchaser Terms are incorporated into and form an integral part of these Terms. Each Purchaser hereby acknowledges having read, understood and agreed to the Additional Purchaser Terms prior to Your use of any Services.
  6. If You are a Seller, You are bound by additional Terms for a Seller which can be found here (“Additional Seller Terms”).  The Additional Seller Terms are incorporated into and form an integral part of these Terms. Each Seller hereby acknowledges having read, understood and agreed to the Additional Seller Terms prior to Your use of any Services.
  7. Razzall merely provides a platform for a transaction to occur. Razzall is not a party to any agreement of purchase and sale in respect of an Item sold or offered for sale on the Website or as a result of Your use of Services. The Selected Purchaser and the Seller enter into a separate agreement of purchase and sale for the Item which is the subject of a Razz.
  8. 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 OR RETURN AN ITEM.
  1. REGISTRATION
  1. In order to participate as a Purchaser or Seller in a Razz on the website, You must first register for an account (“Account”). This involves providing the following information to Razzall (the “Registration Data”) :

Required for Account registration:

    1. Your full legal name
    2. an active and valid email address
    3. a username of Your choice
    4. a password of Your choice
    5. confirmation that You are at least 18 years old
    6. confirmation that You are a resident of Canada or the United States of America
    7. Your acknowledgment and agreement to abide by these Terms

Required to participate in a Razz:

    1. a valid phone number where the User may be reached
    2. an address where Items can be shipped to
    3. an address where invoices can be sent to (if different that shipping address)
  1. Your chosen username must be unique and must not be offensive, rude, disparaging, or intended to deceive or delude other Users. The username must not advertise for other websites or services or otherwise violate the intellectual property or privacy rights of any third party.
  2. Once You have confirmed You wish to create an Account and have verified Your email address, You will have become a registered User of the Website and will be entitled to use the Services, subject to the terms and conditions of these Terms. Your Account will give You access to an electronic wallet (“Razz Wallet”), which You will fund either by transferring funds from a valid credit card or by successfully selling an Item. Razzall does not store or record User credit card details on its servers.
  3. A positive balance of sufficient funds in Your Razz Wallet will be required to participate in any Razz or to pay for fees or charges relating to Services. All funds transferred to a Razz Wallet must be and will be displayed in U.S. Dollars. If another currency is used to fund a Razz Wallet, the User is responsible for all costs, fees, rates of exchange and other expenses related to converting the funding currency into U.S. Dollars.
  4. Requests to withdraw funds from a Razz Wallet require 48 hours’ notice and are subject to payment, offset or deduction for all processing and currency conversion fees and charges, including (without limitation) the following fees:
  5. By registering as a User, You agree to provide accurate, current and complete Registration Data and to maintain and promptly update the Registration Data to keep it accurate, current and complete at all times. If You provide any information that is inaccurate, not current or incomplete, or Razzall has reasonable grounds to suspect that such information is inaccurate, not current or incomplete, We may deny You access to areas requiring registration, or suspend or terminate Your Account, at Our sole discretion.
  6. You may establish only one Account per person to participate in the Services offered by Razzall. In the event Razzall discovers that You have opened more than one Account per person, or have registered an Account after another has been terminated, in addition to any other rights that We may have, Razzall reserves the right to suspend or terminate Your Account or terminate the fulfillment of any Items You may have purchased.
  7. You are responsible for maintaining the confidentiality of Your username and password and You accept responsibility for all activities, charges, and damages that occur under Your Account.
  8. It is a violation of these Terms to allow any other person to use Your Account to participate in any Razzes, sell or purchase any Items. You must immediately advise Us of any unauthorized use of Your username and password or Account or any other breach of security.
  9. We will not be responsible for any loss or damage resulting from Your failure to notify Us of unauthorized use.
  1. ELIGIBILITY
  1. You hereby represent and warrant that You are fully able and competent to enter into the conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with this Agreement, the Additional Seller Terms and the Additional Purchaser Terms, as applicable.
  1. You must be at least eighteen years of age to open an Account, create or participate in Razzes, or purchase Items offered by Sellers on Razzall. In jurisdictions, territories, and locations where the minimum age for permissible use of Razzall is greater than eighteen years old, You must meet the minimum age requirement in Your local jurisdiction or territory.  If Razzall reasonably determines that You do not meet the eligibility requirements of this section 5, then You are not authorized to use the Services and Razzall may deny You access to areas requiring registration, or suspend or terminate Your Account, at Our sole discretion.
  2. In order to open an Account, deposit money into Your Razz Wallet, create or participate in Razzes, or purchase Items offered by Sellers on Razzall, You must be a resident of either Canada or the United States of America and You must use only a Canadian or American address as Your shipping or billing address. If Razzall reasonably determines that You are not a resident of either Canada or the United States of America, or Your shipping or billing address is not located in either Canada or the United States of America, then You are not authorized to use the Services and Razzall may deny You access to areas requiring registration, or suspend or terminate Your Account, at Our sole discretion.
  1. USING RAZZALL
  1. As a condition of Your use of Razzall (including razzall.com and its related websites and Services) You agree to adhere to the following Posting Rules.  You will not:
  1. Breach or circumvent any laws, third party rights or Our systems, policies, or determinations of Your Account status;
  2. Use Our Services if You are not able to form legally binding contracts;
  3. Post any threatening, abusive, defamatory, obscene or indecent material;
  4. Post or otherwise communicate any false or misleading material or message of any kind;
  5. Manipulate the price of any Item or interfere with any other Users’ listings;
  6. Distribute spam, chain letters, or promote pyramid schemes;
  7. Distribute viruses or any other technologies that may harm Razzall or the interests or property of Razzall Users;
  8. Impose or contribute to imposing an unreasonable load on Our infrastructure or interfere with the proper working of Razzall;
  9. Copy, modify, or distribute any other person's content without their consent;
  10. Use any robot spider, scraper or other automated means to access Razzall and collect content for any purpose without Our express prior written permission;
  11. Harvest or otherwise collect information about others, including email addresses, without their consent;
  12. Commercialize any Razzall Services or application or any information or software associated with such Services or application, except with the prior express permission of Razzall;
  13. Transfer Your Razzall Account and username to another party without Our consent;
  14. Bypass measures used to prevent or restrict access to Razzall or Services;
  15. Infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to Razzall or any other third party. Some but not all actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, using or preparing derivative works from Razzall’s Website or other content that belongs to Razzall or someone else;
  16. In addition, You are solely responsible for all information that You submit to Razzall and any consequences that may result from Your use of Services. We reserve the right at Our discretion to refuse to accept or to delete content that We believe is inappropriate or breaches these Terms.
  1. If at any time any of the foregoing Posting Rules are found by Razzall to have been breached by any User or past User of the Website or Services, Razzall reserves the right, in addition to any other rights or remedies We may have, to obtain an injunction or other equitable relief from a court of competent jurisdiction in order to enjoin the User from using, profiting from or otherwise continuing such breach, and, all Users hereby irrevocably agree and covenant to indemnify and hold Razzall completely harmless from any and all claims, damages, liabilities or losses Razzall may suffer, whether directly or indirectly, as a result of such breach.
  2. If We believe that You are breaching these Terms in any way and/or behaving suspiciously when using Razzall Websites or Services, We may, at Our discretion, in addition to any other rights or remedies We may have, inform other Razzall Users that have been in contact with You and recommend that they exercise caution.
  3. We may suspend or cancel unconfirmed Accounts or Accounts that have been inactive for a more than six months. Additionally, We reserve the right to suspend or terminate any Account or refuse access to all or any part of Our Services to any User for any reason at Our discretion.
  1. USER NICKNAME POLICY
  1. Acceptable Use of Nicknames: Razzall respects the creativity and individuality of our members and allows the use of nicknames as a means of identification on the platform. However, all nicknames must adhere to the community standards and guidelines set forth in these Terms of Service.

  2. Prohibited Content in Nicknames: Razzall expressly prohibits the use of any nicknames that include or imply any of the following:

    1. Inappropriate content, including but not limited to obscenity, vulgarity, or sexually explicit language.
    2. Misleading or deceptive terminology that may cause confusion or impersonation.
    3. Language that constitutes hate speech, harassment, or promotes discrimination against individuals or groups based on race, ethnicity, religion, gender, sexual orientation, disability, or any other protected status.
    4. Content that is offensive, disrespectful, or in poor taste, as determined at the sole discretion of Razzall.
  3. Right to Refuse or Revoke Nicknames: Razzall reserves the right, at its sole discretion, to refuse the registration of, or to revoke, any nickname that violates these guidelines or is otherwise deemed inappropriate for the platform. This right is exercisable without prior notice and without liability to the user or any third party.
  4. User Responsibility: Users are responsible for ensuring that their chosen nicknames comply with these guidelines. Razzall encourages users to report any nicknames that they believe violate these Terms of Service.
  5. Changes to Nickname Policy: Razzall reserves the right to modify this User Nickname Policy at any time. Changes will be effective immediately upon posting to the platform, and continued use of the platform following any such changes will constitute acceptance of those changes.
  1. POSTPONED OR CANCELLED EVENTS FOR TICKET PURCAHSERS
  1. Event Postponement: In the event of a postponement for any given reason, the selected purchaser shall retain their tickets pending the announcement of a rescheduled date. Should the event be formally cancelled by any party, including but not limited to the venue, the artist, the team, or any other entity, please refer to Clause B.
  2. Event Cancellation: In circumstances where an event is cancelled for any reason whatsoever, the seller is obligated to refund either the selected purchaser or Razzall Inc. the entire face value of the ticket(s). Other participants of the associated "Razz" shall not receive any form of compensation, having relinquished their rights to the item post-randomization.
  3. Buy it Now Feature: In the event that a purchaser triggers the “Buy it Now” option on Razzall the purchaser will be entitled to the full value of the Razz less Razzall fees. Sellers of any event tickets will not be able to complete a wallet withdrawal until after the event has completed if a buyer opts triggers the buy it now.
  4. Definition of Face Value: The term "face value" refers to the price at which tickets are initially acquired from licensed primary sellers and subsequently sold by the initial holder, whether an individual or corporate entity. Tickets procured through secondary markets may be priced either above or below this face value, contingent upon market demand, which can fluctuate as the event date nears. Razzall operates as a ticket reseller, and as a result, is only obligated to reimburse the "face value" of tickets. Consequently, ticket prices on Razzall may deviate from their original face value, either being priced higher or lower.
  1.  POLICY ENFORCEMENT
  1. When an issue arises between a Purchaser and a Seller, We may consider the User's performance history and the specific circumstances in applying Our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both the Purchaser and Seller. 
  1. CONTENT
  1. You agree not to copy, distribute or modify content from Razzall without Our express prior written permission. You may not disassemble or decompile, reverse engineer or otherwise attempt to discover any source code contained on the Website. Without limiting the foregoing, You agree not to reproduce, copy, sell, resell, or exploit for any purposes any aspect of the Website (other than Your own content).
  2. When You give Us content, You grant to Us and represent that You have the right to grant to Us, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use and exercise any and all copyright, publicity, trademarks, design, database and intellectual property rights to that content, in any media whether now known or to be discovered in the future and on all other websites, services, applications and tools, including use by Razzall in promotional advertising, instructional videos or photographs, screen shots, etc.
  3. You represent and warrant that, for all such content You provide, You own or otherwise control all necessary rights to do so and to meet Your obligations under this Agreement. You represent and warrant that such content is accurate. You represent and warrant that the use of any such content (including derivative works) by Us, Our Users, or others We contract with, and in compliance with this Agreement, does not and will not infringe any Intellectual Property Rights of any third party. Razzall takes no responsibility and assumes no liability for any content provided by You or any third party.                                                          
  1. We try to offer reliable product data, but cannot promise that the content provided through the Services will always be available, accurate, complete, and up-to-date. You agree that Razzall is not responsible for examining or warranting the Razz listings or content provided by Users through the Services, and that You will not attempt to hold Us or Our data providers liable for inaccuracies.
  2. The name “Razzall”, “Razz” and other Razzall marks, logos, designs, and phrases that We use in connection with Our Services are trademarks, service marks, or trade dress of Razzall in Canada and the US. They may not be used without the express prior written permission of Razzall.
  1.  DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
  1. Users are not to post content that infringes the rights of third parties. This includes, but is not limited to, content that infringes on Intellectual Property Rights of others (e.g. offering counterfeit Items for sale).
  2. A large number of Items of all sorts are offered on the Website by private individuals.  Entitled parties, in particular owners of Intellectual Property Rights can report any Razz which may infringe on their rights, and submit a request for such Item to be removed. If a legal representative of the entitled party reports this to Us in the correct manner, Razz listings infringing on these Intellectual Property Rights will be removed by Razzall.
  3. We respond to notices of alleged Intellectual Property Rights infringement under Canadian laws.
  1.  PRIVACY OF OTHERS
  1. If Razzall provides You with information about another User, You agree You will use the information only for the purposes it is provided to You. You may not disclose, sell, rent, or distribute a User’s information to a third party for purposes unrelated to the Services. Additionally, You may not use information for marketing purposes, via electronic or other means, unless You obtain the express written consent of the specific User to do so.
  1.  RETURNS AND CANCELLATIONS AND MONEY BACK GUARANTEE
  1. Razzall is not responsible for any issues relating to the quantity, quality, fitness for purpose or any other defect or issue relating to the Item sold. Issues involving defects of the Item sold are to be managed between the Seller and the Purchaser.
  2. Sellers are entitled to create rules to expedite replacements, returns, and refunds.
  3. When an Item is returned to a Seller, in order to refund the Purchaser, Razzall will provide a medium to refund the transaction by removing the refunded amount from the Razz Wallet of the Seller and depositing that amount into the Razz Wallet of the Purchaser.
  4. If, for any reason, there is a deficiency in the Seller’s Razz Wallet preventing transfer of the refunded amount, Razzall will cover this deficiency and deposit such funds to Purchaser’s Razz Wallet directly. This is Our “Money Back Guarantee”.
  5. We may suspend the Razzall Money Back Guarantee in whole or in part without notice if We suspect abuse or interference with the proper working of this policy.
  1. RAZZALL’S ROLE
  1. Razzall is not an auctioneer, nor an intermediary between the Buyer and the Seller. Razzall provides a platform for Sellers and Purchasers to complete transactions. Razzall is not involved in the actual transaction between Sellers and Purchasers and is not for any purpose the agent of, nor does it have any authority for, either the Purchaser or the Seller.
  2. Accordingly, the contract of purchase and sale formed at the completion of a Razz is solely between the Selected Purchaser and the Seller. The enforcement of any contractual obligations arising out of the completion of a transaction is the sole responsibility of the Purchaser and the Seller involved in that transaction. Razzall is not obligated to mediate between any Purchaser and the Seller or enforce or fulfill any contracts. Razzall wants its Users to have satisfying buying experiences, and has adopted policies and procedures designed to satisfy both Purchasers and Sellers. Razzall may attempt to resolve buy/sell issues, although it does not have the duty to do so. Razzall does not in any circumstances guarantee the integrity of any transaction between any Purchasers and any Seller whatsoever, without limitation.  
  1. OBLIGATIONS OF THE PARTIES
  1. Users understand that they are solely responsible for their own compliance with any tax laws or obligations arising from their use of the Services and participation in any Razz.
  2. Razzall makes no warranties, express or implied with respect to the sale of any Items or Razz Spots, but the sale of the Item and the Seller is otherwise subject to any warranties implied under applicable law; and
  1. WARRANTIES AND REPRESENTATIONS
  1. Users agree not to hold Razzall responsible for things posted or done on the Website.  Razzall does not review Seller’s listed Items and is not involved in the actual transactions between Users occurring after a Razz is completed. As the content on Razzall comes from other Users, Razzall does not guarantee the accuracy of postings or User communications; or the quality, safety, or legality of the Items offered. In no event does Razzall accept liability of any description for the posting of any unlawful, threatening, abusive, defamatory, obscene or indecent information, or material of any kind which violates or infringes upon the rights of any other person, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law.
  2. In addition, to the extent permitted by applicable laws, Razzall, its affiliates, stakeholders, officers, directors, agents and employees are not liable, and the Users agree not to hold Razzall responsible for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from the content provided (directly or indirectly) by Users using the Services; the content, actions, or inactions of third parties, including listed Items or the destruction of allegedly fake Items; a suspension or other action taken with respect to User accounts; the duration or manner in which Razzes appear in search results; or the Users’ need to modify practices, content, or behavior, or their loss of or inability to do business, as a result of changes to this Agreement or Razzall’s policies.
  3. Accordingly, to the extent legally permitted, We expressly disclaim all warranties, representations and conditions, express or implied, regarding the use of this Website and the Services, including those of quality, merchantability, merchantable quality, durability, fitness for a particular purpose and those arising by statute. We are not liable for any loss, whether of money (including profit), goodwill, or reputation, or any special, indirect, or consequential damages arising out of Your use of, or inability to use the Website or Services, even if You advise Us or We could reasonably foresee the possibility of any such damage occurring. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to You. Despite this, if We are found to be liable, Our liability to You or any third party (whether in contract, tort, negligence, strict liability in tort, by statute or otherwise) is limited to the greater of (a) the total fees You pay to Us in the six months prior to the action giving rise to such liability, or (b) $100.
  1.  TERMINATION
  1. Razzall, in its sole discretion, may terminate this Agreement, access to their Website, Services, or any sales or purchases or offers for same, immediately and without notice.
  1. DISPUTES BETWEEN USERS AND SPECIFIC PERFORMANCE
  1. In the event of any Dispute arising between Users as a result of this Agreement, their use of this Website or Services, the appropriate means to resolve such a dispute shall be for the aggrieved party to submit such dispute to Razzall for a final resolution (“Decision”). Any decision made by Razzall in respect of a dispute shall be final and binding upon the Users involved in such dispute. In the unlikely event that a dispute is determined by Razzall to be unresolvable, the Users agree to submit their dispute to binding arbitration and Razzall may or may not participate at its sole discretion. Users shall bear their own costs for any such arbitration process.
  2. Razzall will not provide legal advice of any kind to Users.
  1. RELEASE
  1. If You have a dispute with one or more Users, You release Us (and Our affiliates, subsidiaries, officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
  1.   INDEMNITY
  1. You will indemnify and hold Razzall (including Our affiliates, subsidiaries, officers, directors, employees and agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of Your breach of this Agreement, Your improper use of Razzall’s Services or Your breach of any law or the rights of any third party.
  1.   TAXATION
  1. Users, not Razzall, are responsible for filing and paying all applicable taxes relating the purchase and sale of Items. Razzall does not provide tax advice, nor should any statements in this Agreement or the Service be construed as tax advice.
  1. RIGHT TO SET OFF AND APPLY RAZZ WALLET FUNDS
  1. If, on any date, fees or other amounts are due and payable under this Agreement by a User to Razzall, Razzall is hereby authorized by such User at any time and from time to time to the fullest extent permitted by law to set off against, remove and apply amounts in such User’s Razz Wallet to satisfy all such amounts owed. The rights of Pivot under this section 20 a) are in addition to all other rights and remedies (including other rights of set-off) which Razzall may have.  A User shall at no time be permitted to exercise any right of set off against Razzall.
  2. If, on any date, amounts are due and payable under this Agreement by one User (“Payor”) to another User (“Payee”), Razzall is hereby authorized by Payor at any time and from time to time to the fullest extent permitted by law to remove the amount owed from the Payor’s Razz Wallet and deposit such amount into the Razz Wallet of the Payee.
  1. LEGAL DISPUTES
  1. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS AND DISPUTES BETWEEN YOU AND RAZZALL ARE RESOLVED.
  2. You and Razzall agree that any claim or dispute at law or equity that has arisen, or may arise between You and Razzall (including any claim or dispute between You and a third-party agent of Razzall) that relates in any way to or arises out of this or previous versions of this Agreement, Your use of Services or Items sold or purchased through a Razz, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
  3. Law and Forum Disputes: This Agreement and any dispute or claim You have against Razzall shall be governed in all respects by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree that any claim or dispute You may have against Razzall must be resolved by a court located in Toronto, Ontario. You agree to submit to the personal jurisdiction of the courts located within the Province of Ontario for the purpose of litigating all such claims or disputes.
  4. Improperly Filed Claims: All claims You bring against Razzall must be resolved in accordance with this Legal Disputes Section. All claims filed or brought contrary to this Legal Disputes Section shall be considered improperly filed. 
  1.  NOTICES
  1. Except as explicitly stated otherwise, legal notices shall be served on Razzall at 6-6150 Hwy 7, Suite 245, Woodbridge, ON L4H 0R6 Canada. You consent to receive communication from Us electronically regarding Your Account, Your use of the Website or Services, any Razzes You may have participated in or any matters We reasonably feel might be of concern or interest to You. We may communicate electronically with You by email to the email address You have included with Your Registration Data. Notice to You shall be deemed given three hours after the email is sent. Alternatively, We may give You legal notice by regular mail to the shipping address You have included with Your Registration Data. In such case, notice shall be deemed given three days after the date of mailing.
  1.  CHANGES TO TERMS
  1. Razzall may change (add to, delete, or amend) these Terms from time to time, with or without cause. Should this occur, You agree that Razzall may provide You notice of such changes in any one or more of the following ways: via an email from Razzall, and/or by posting a change notice on the Website for a reasonably limited period of time. It is Your responsibility to review any revised Terms prior to each use of Razzall or the Services. Should You find any subsequent revisions to these Terms unacceptable, You must immediately cease using Razzall or its Services. By continuing to access, use, or download in any way the Website or any Services from Razzall following notice of a revision to these Terms, You agree to and are bound by the Terms as revised.
  2. If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect.  The ineffective provision shall be replaced by a valid one that approaches the intent of the ineffective provision as closely as possible. 
  1.  TOP UP BONUSES AND REFERRAL CODES
  1. A User who enters a valid referral code (“Referral Code”) at the time of initial (first) registration for a new Account, may receive a bonus based upon a specific percentage (as determined by the Referral Code entered) of the funds actually transferred by the User to the User’s Razz Wallet. For purposes of this section 24, funds actually transferred by a User to the User’s Razz Wallet are called the “Cash Balance” and the bonus received from entering the Referral Code is called the “Referral Bonus Amount”. Users who have previously had an Account are not eligible for a Referral Bonus Amount.
  2. Users with existing Accounts may also from time to time receive a bonus (a “Top Up Bonus”) based on a specific percentage (as irrevocably and exclusively determined by Razzall) of the Cash Balance in such User’s Razz Wallet at the time the Top Up Balance is given. A Top Up Bonus will require the User entering a valid code (“Top Up Code”) received from Razzall by the User at the time the User adds funds to the Cash Balance in the User’s Razz Wallet.
  3. A User may not use a Referral Code and a Top Up Code together; an individual User may only use either a Referral Code or a Top Up Code (not both). An individual User will be defined as any one or more Users from the same address, or using the same IP address, device, email address or payment details. Once used in accordance with these Terms, Referral Codes and Top Up Codes will become invalid and expired. In addition, Referral Codes and Top Up Codes may expire and become invalid if not used within a specified period of time.

  4. Purchasers may use Referral Bonus Amounts and Top Up Bonus amounts (each sometimes called a “Qualifying Bonus Amount”) together (and proportionally) with the User’s Cash Balance to purchase one or more Razz Spots. For clarity, the Contribution Price purchased by a User will be paid by deducting from the balance in the User’s Razz Wallet:

    • Firstly, from a Qualifying Bonus Amount, an amount equal to the Contribution Price multiplied by the quotient obtained when the Qualifying Bonus Amount is divided by the sum of the Qualifying Bonus Amount plus the Cash Balance; and
    • The balance of the Contribution Price will be deducted from the Cash Balance.

    For example, if the User’s Razz wallet contains a balance of $120.00, consisting of a Cash Balance of $100 and a Qualifying Bonus Amount of $20, then in order to purchase one or more Razz Spots with a Contribution Price of $40.00, $6.67 will be deducted from the User’s Qualifying Bonus Amount and $33.33 will be deducted from the User’s Cash Balance. In such example, the User will be left with a remaining Cash Balance of $66.67 and a remaining Qualifying Bonus Amount of $13.33, for a remaining balance in the User’s Razz Wallet of $80.00.

  5. A Qualifying Bonus Amount has no Cash Value and cannot be withdrawn from a User’s Razz Wallet. Users may only withdraw from a Razz Wallet containing both a Cash Balance and a Qualifying Bonus Amount, or a remainder of such amounts as may be applicable, a maximum amount equal to the portion of the balance in the Razz Wallet equal to the Cash Balance, or remainder thereof as applicable. Using the example above, the User may only deduct a maximum of $66.67, being the remaining Cash Balance, from the User’s Razz Wallet. In addition to the foregoing limitation, all Razz Wallet withdrawals remain subject to the other provisions and limitations as otherwise set out in these Terms.
  6. In the event that at any time no Cash Balance remains in a Razz Wallet, the entire (or remaining, as applicable) Qualifying Bonus Amount will be forfeit and will be of no further use, force or effect, and such amount will be removed from the Razz Wallet.
  7. In the event of any disputes the decision of Razzall management is final and binding in all cases.
  8. Razzall reserves the right to withhold the rewarding of any Qualifying Bonus Amount if a User’s identity cannot be verified using our standard methods, or if we have reasonable grounds to believe the named Account holder is not the person who has created the Account or is using the Account. In this case Razzall may request identity and proof of address documentation to verify a User’s identity. Failure to satisfy verification of identity requests in a timely manner will result in any Qualifying Bonus being forfeit, immediately removed, invalidated and of no further use, force or effect.
  9. Razzall reserves the right to cancel all Referral Codes and/or Top Up Codes and to amend, cancel or refuse provisions of this section 24 at any time or times without further notice.

Razzall reserves the right to accept or deny any listed Razzes from sellers for any reason. On occasion Razzall will have exclusivity arrangements with certain sellers that could change the approval of items sold on the Razzall platform without any notice to other members.