Terms of Service

1. Your Relationship with Us

Welcome to Razzl (the “Platform”), which is provided by Razzl LLC, a company operating under the laws of Delaware, USA (collectively such entities will be referred to as “Razzl”, “we” or “us”).

You are reading the terms of service (the “Terms”), which govern the relationship and serve as an agreement between you and us and set forth the terms and conditions by which you may access and use the Platform and our related websites, services, applications, products and content (collectively, the “Services”, “Service”). For purposes of these Terms, “you” and “your” means you as the user of the Services.

The Terms form a legally binding agreement between you and us (the “Parties”). Please take the time to read them carefully. If you are under age 18, you may only use the Services with the consent of your parent or legal guardian. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.

2. Accepting the Terms

By accessing or using our Services, you confirm that you can form a binding contract with us, that you accept these Terms and that you agree to comply with them. Your access to and use of our Services is also subject to our Privacy Policy. and Community Guidelines. By using the Services, you consent to the terms of the Privacy Policy

If you are accessing or using the Services on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.

3. Your Account with Us

To access or use some of our Services, you must create an account with us. You agree that you are solely responsible (to us and to others) for the activity that occurs under your account. You must be a human to open an account. Accounts registered by “bots” or other automated methods are not permitted.

With respect to any account information, you agree not to use, and we may refuse to grant you the right to use, a user name (or e-mail address) that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that personally identifies you; or that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion. Your account information is for your personal use only, and not for use by any other person. You are responsible for maintaining the confidentiality of any password you may use to access our Services, and agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the Services, to any third party. 

You are fully responsible for all interaction with the Services that occurs in connection with your account information (including, without limitation, all purchases). You agree to immediately notify us of any unauthorized use of your account information or any other breach of security related to your account or the Services, and to ensure that you "log off"/exit from your account with the Services (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

We reserve the right to disable or delete your user account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations.

If you no longer want to use our Services again, and choose to delete your account, you will not be able to reactivate your account or retrieve any of the content or information you have added. If you no longer want to use our Services again, and would like your account deleted, email us at: contactus@razzl.com

4. Your Access to and Use of Our Services

Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. You may not:

  • access or use the Services if you are not fully able and legally competent to agree to these Terms;
  • make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Services;
  • determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Services;
  • distribute, license, transfer, or sell, in whole or in part, any of the Services;
  • use the Services, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
  • interfere with or attempt to interfere with the proper working of the Services, disrupt our website or any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;
  • incorporate the Services or any portion thereof into any other program or product. In such case, we reserve the right to refuse service, terminate accounts or limit access to the Services in our sole discretion;
  • use automated scripts to collect information from or otherwise interact with the Services;
  • create accounts through unauthorized means (such as an automated bot, script, device spider, scraper or crawler);
  • use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Services;
  • impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from the Services;
  • intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  • use or attempt to use another’s account, service or system without authorization from us, or create a false identity on the Services;
  • use the Services in a manner that may create a conflict of interest or undermine the purposes of the Services, such as trading reviews with other users or writing or soliciting fake reviews;
  • use the Services to upload, transmit, distribute, store or otherwise make available in any way: files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
  • share any private information of any third-party, including addresses, phone numbers, email addresses, number and feature in the personal identity document or credit card numbers;
  • use any material which does or may infringe any copyright, trademark or other intellectual property or privacy rights of any other person;
  • use any material which is defamatory of any person, obscene, offensive, pornographic, hateful or inflammatory;
  • use any material that would constitute, encourage or provide instructions for a criminal offence, dangerous activities or self-harm;
  • use any material that contains a threat of any kind, including threats of physical violence;
  • provide any answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide; or
  • use any material that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using the Services, or which may expose Razzl, the Services or its users to any harm or liability of any type.

In addition to the above, your access to and use of the Services must, at all times, be compliant with our Community Guidelines

We reserve the right, at any time and without prior notice, to remove or disable access to content at our discretion for any reason or no reason. Some of the reasons we may remove or disable access to content may include finding the content objectionable, in violation of these Terms or our Community Policy, or otherwise harmful to the Services or our users. 

5. Intellectual Property Rights

We respect intellectual property rights and ask you to do the same. As a condition of your access to and use of the Services, you agree to the terms of the Intellectual Property Policy

6. Content

Razzl Content

As between you and Razzl, all content, software, visual design, layout, user interface, user experience of Services, images, text, graphics, files, documents, models, designs, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music and other material included on or otherwise made available through the Services, and all intellectual property rights related thereto (the “Razzl Content”), are either owned or licensed by Razzl, it being understood that you or your licensors will own any User Content (as defined below) you upload or transmit through the Services. 

Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Services, including to download the Platform on a permitted device, and to view and access the Razzl Content that is provided free of charge or for a fee, solely for your personal, non-commercial use through your use of the Services and solely in compliance with these Terms. 

Except as expressly permitted by the Terms, you may not download, reproduce, distribute, transmit, broadcast, display, adapt, modify, assign, sell, rent, share, lend, license, create derivative works from, transfer, exploit or otherwise use any portion of the Razzl Content or materials on the Services for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. Any commercial exploitation of the Services or Razzl Content without express prior written permission from us or our licensors is strictly prohibited. We and our licensors reserve all rights not expressly granted in and to their content.

When you access Razzl Content, regardless of whether it is provided free of charge or upon payment of all applicable fees, you are granted a license by Razzl to view the content through the Platform and Services. Razzl is recognized as the licensor of record in this arrangement. It is crucial to understand that Razzl Content is licensed to you and not sold. This license explicitly prohibits any form of reselling the Razzl Content, including sharing account information with a buyer or engaging in illegal downloading and sharing of the Razzl Content on torrent sites.

You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Services, including, by way of example and not limitation, through the sale of advertising, sponsorships, and promotions, and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value whatsoever. You further acknowledge that, except as specifically permitted by us in these Terms or in another agreement you enter into with us, you have no right to receive any income or other consideration from any User Content (defined below).

Razzl Content Download License Agreement

Subject to these Terms, a license to any Razzl Content that is made available for download, whether provided free of charge or for a fee, shall be exclusively governed by and subject to the terms and conditions set forth in a valid License Agreement executed between you, as the licensee, and the licensor. As a condition of your access to and use of the Services, you agree to the terms of the License Agreement

You acknowledge and agree that we may terminate any license at any time for any reason or no reason.

User-Generated Content

Users of the Services may be permitted to upload, post or transmit (such as via a stream) or otherwise make available content through the Services including, without limitation, any text, photographs, audio, videos, images, files, graphics, documents, models, sound recordings and the musical works embodied therein, including videos that incorporate locally stored sound recordings from your personal music library and ambient noise (“User Content”).

When you submit User Content through the Services, you agree and represent that you own that User Content, or you have received all necessary permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Services. You are solely responsible for ensuring that any User Content you submit to the Services complies with any applicable laws and third-party rights, including but not limited to any intellectual property, privacy, and publicity rights and laws.

We always have the right, in our sole discretion, to review User Content in advance for quality and technical purposes, and to accept or reject any given User Content in our sole discretion. Any User Content will be considered non-confidential and non-proprietary. You must not post any User Content on or through the Services or transmit to us any User Content that you consider to be confidential or proprietary.

You or the owner of your User Content still own the copyright in User Content sent to us, but by submitting User Content via the Services, you hereby grant us an unconditional irrevocable, non-exclusive, royalty-free, fully paid-up, fully transferable, perpetual worldwide license to use, reproduce, exploit, modify, sub-license, adapt, transcode, translate, make derivative works of, publish and/or distribute, transmit and/or broadcast, and to authorize users of the Services and other third-parties to view, access, use, download your User Content in any format and on any platform, either now known or hereinafter invented. 

You also grant us the right to add captions or otherwise modify User Content to ensure accessibility. You also authorize us to sublicense these rights to your User Content to third parties, including to users of the Services directly and through third-parties. You may not grant licenses to your User Content to users of the Services directly, and any such direct license shall be null and void and a violation of these Terms. 

You agree that you bear all risks associated with your User Content and the licensing thereof. You are solely responsible for safeguarding your User Content, and we have no duty to store copies of User Content for future availability to you or any user except as otherwise provided under the Terms. 

We, or authorized third parties, reserve the right to curate, rank, cut, crop, edit or refuse to publish, your content at our or their sole discretion. We have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any User Content (i) that we consider to violate these Terms, or (ii) in response to complaints from other users or third-parties, with or without notice and without any liability to you. This shall extend to our right to rank, curate, edit, modify, moderate, or otherwise remove all or part of the descriptions, comments, ratings, reviews, or annotations that you and/or third parties add and/or make in relation to your User Content.

We may record and use all or any part of your User Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant us permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your User Content, or Razzl Content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.

Unless otherwise agreed, you have the right to remove all or any portion of your User Content from the Services at any time. Except as otherwise agreed, our right to sublicense the rights in this section will terminate with respect to new users of the Service 60 days after your User Content's removal. However, (1) rights given to users of the Service before your User Content's removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Our right to use such User Content for marketing purposes shall survive termination.

Through-To-The-Audience Rights. All of the rights you grant in your User Content in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of third-party services will not have any separate liability to you or any other third party for User Content posted or used on such third-party service via the Services.

Waiver of Rights to User Content. By posting User Content to or through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. We also have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our Services constitutes a violation of their intellectual property rights, or of their right to privacy.

User Content Download License Agreement. Subject to these Terms, you may also elect to make your User Content available to other users for download for a fee or free of charge. In such event, you will grant other users a license to your User Content for the purposes and under the conditions detailed in the License Agreement. You acknowledge and agree that Razzl and its parents, affiliates, subsidiaries, co-ventures and licensed affiliates are intended third-party beneficiaries of the License Agreement.

User Feedback. We pay close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending us or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to us, you agree that:

We have no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;

Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and

You irrevocably grant us perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

7. Third Parties

Content. The Service might display, contain, link to or make available content from a variety of sources (including other users and other third parties) including images, models, posts, creations, comments, opinions, recommendations, or advice and such content may be incomplete or inaccurate, or offensive or objectionable to you. We are not responsible or liable for, and we don’t endorse, any content. All content, including User Content, is the property of its copyright owner(s) or other rightsholder(s). Except as expressly provided in these Terms, use of the Service does not grant, waive, or limit any ownership rights of such owner(s) or rightsholder(s). You must comply with all applicable laws, rules and regulations in relation to your access to and use of the Service, including local laws regarding online conduct, acceptable content and the exportation of content from the jurisdiction where you reside.

Relationship With Other Users. The Service may provide you the ability to interact with other users or groups of users of the Service. Such interactions are solely between you and such other users, and we are not responsible or liable for such interactions or any consequences thereof. You agree that you will not use any user data you receive for any purpose other than providing your services to those users on the Platform, and that you won't solicit additional personal data or store users' personal data outside the Platform. You agree to indemnify us against any claims arising from your use of users' personal data. You understand that users will have the ability to rate and post a review of your User Content. We cannot control the contents of any such review and will not be held responsible for any information or opinions that a user may include in any such review.

Links. The Service may provide links to and from online, mobile and other platform sites and services that are not under our control. We are not responsible for such online sites or services, including their technical availability, contents, products or services offered or made available through such sites or services, or any interactions you may have with third parties through such sites or services, including their collection of information about you. Your use of any such sites or services is at your own risk, and is subject to the terms or conditions of such sites or services. You should also read their terms and conditions and privacy policies.

8. Razzl Coins

Who can buy Razzl Coins? Users of our Services who are aged 18 (or age of majority in your jurisdiction) or older may purchase virtual “coins” (“Razzl Coins”) from us using authorized payment methods and through payment providers made available and authorized by us. 

Purchasing Coins. The price of the Razzl Coins will be displayed at the point of purchase. All charges and payments for Razzl Coins will be made in the currency specified at the point of purchase through the relevant payment mechanism. Currency exchange settlements, foreign transaction fees and payment channel fees, if any, are based on your agreement with the applicable payment provider.

If you are located in a country where use and sales tax, goods and services tax, value added tax or other similar transaction taxes ("Transaction Taxes"), are applicable to consumer sales, the price of the Razzl Coins you see may include such taxes, or tax may be added at purchase. 

You agree to pay the fees for Razzl Coins that you purchase, and you authorize us to process your payment for those fees. You will be responsible for the payment of any Razzl Coins purchased by you. Once your purchase has been completed, your user account will be credited with Razzl Coins. You acknowledge and agree that we start supplying the Razzl Coins to you as soon as the purchase is complete and therefore, your right to cancel or withdraw from the agreement to purchase is lost at this point.

How you can use Coins. Razzl Coins can solely be used to purchase Razzl Content. Razzl Coins cannot be exchanged for cash, or legal tender, or currency of any state, region, or any political entity, or any other form of credit. 

Razzl Coins can only be used on our Platform and as part of our Services, and cannot be combined or used in conjunction with other promotions, coupons, discounts or special offers, except those designated by us.

No Razzl Coins may be assigned or transferred to any other user of the Services or third party except as expressly permitted by us in writing. The sale, barter, assignment or other disposal of any Razzl Coins, other than by us, is expressly prohibited.

Accrued Razzl Coins do not constitute property and are not transferable: (a) upon death; (b) as part of a domestic relations matter; or (c) otherwise by operation of law.

Any Razzl Coins assigned, sold, or otherwise transferred without the express written consent of us are void. Any user of the Services who violates this restriction may have his or her account terminated us, forfeit Razzl Coins from his or her account, and/or be subject to liability for damages and litigation and transaction costs.

All Razzl Coins of a user will expire automatically upon termination of the user’s account for any reason.

You agree that we have the absolute right to manage, regulate, control, modify and/or eliminate such Razzl Coins, where we have a valid reason to do so, in any general or specific case, and that we will have no liability to you based on its exercise of such right. If we decided to eliminate Razzl Coins from our services completely, we will do so by providing reasonable notice to you.  

9. Fees and Refunds

Fees. The fees for paid Razzl Content are specified in Razzl Coins. You agree to pay the applicable fees for any Razzl Content that you purchase through the Platform or Services.

Refunds. Except as set out in these Terms, all purchases on Razzl, including Razzl Coins and Razzl Content, are final and we offer no refunds or credits.

10. Price Setting, Receiving Payment and Payout

Price Setting. When you choose to make your User Content available for sale on the Services, you will be prompted to choose a one-time price ("Sale Price") from a list of available price-tiers denoted in Razzl Coins. The Sale Price is established in Razzl Coins, where the value of one (1) Razzl Coin is equivalent to one (1) U.S. Dollar. Alternatively, you have the option to offer your User Content free of charge.

We will list your User Content on the Services at the Sale Price determined by you. We reserve the right to update the price tiers at any time.

You give us permission to share your User Content for free in cases where we need to restore access to accounts who have previously purchased your User Content. You understand that you will not receive compensation in these cases.

Payment Calculations. When a user purchases your User Content, we calculate the gross amount of the sale as the amount actually received by us, in Razzl Coins ("Gross Amount"). Your share, due to you, will be calculated as 35% (“Payment Rate”) of the Gross Amount less any applicable tax amounts withheld, resulting in the net payment (“Net Payment”). The Net Payment, which represents the financial compensation for the sale of your User Content on the Services, constitutes our sole financial obligation to you. In the event that the Payment Rate is modified, we will notify you with a 30-day notice using prominent means, such as email or notice posted through our Services. 

Receiving Payment. We make payments to you for your unpaid Net Payment in accordance with a predefined schedule. At the time of payment, the Net Payment amount (denominated in Razzl Coins) is converted to U.S. dollars at a 1 to 1 conversion rate. Payments to you are made in U.S. dollars through the PayPal payment platform. For us to pay you in a timely manner, you must own a PayPal account in good standing and must keep us informed of the correct email associated with your account. Razzl bears the responsibility for covering the PayPal transaction costs incurred in relation to the processing of payments to you. If you transfer money from PayPal to a bank outside the U.S. that uses a different currency, the bank or PayPal may charge you a fee for conversion to local currency using their own currency exchange rate. Razzl is not responsible for these fees.

You must also provide any identifying information or tax documentation (such as a W-9 or W-8) necessary for payments of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes on your income.

We recommend logging into PayPal to retrieve your 1099 if you are based in the U.S. PayPal issues 1099s by Jan 31st of each year. If there is no 1099 available under your PayPal account, that means that you did not reach the earnings threshold in a given calendar year that requires PayPal to issue you a 1099.

Payout. Payment to you for your unpaid Net Payment will be processed by us within 45 days following the end of the month in which the sale transaction (from which the Net Payment was calculated) for your User Content was completed.

You are responsible for determining whether you are eligible to be paid by a U.S. company. We reserve the right not to pay you in the event of identified fraud, violations of intellectual property rights, or other violations of the law.

If we cannot settle funds into your PayPal account after the period of time set forth by your state, country, or other government authority in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting those funds to the appropriate government authority as required by law.

11. Using Razzl at Your Own Risk

You acknowledge and agree that when you view content provided by others on the Service, you are doing so at your own risk. The content on our Services is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Services.

The content available on the Services may include projects, materials, and techniques that may not be appropriate for all ages or skill levels. The instructions provided within the content are intended solely to simplify project procedures into basic steps. We do not make any claims regarding the safety of the projects, techniques, or resources mentioned in the content accessible through our Services. It is your responsibility to exercise caution and judgment when using the information provided in the content. We will not be held liable for any actions taken based on the information presented in the content available through our Services.

We make no representations, warranties or guarantees, whether express or implied, that any Razzl Content (including User Content) is accurate, complete or up to date. You acknowledge that we have no obligation to pre-screen, monitor, review, or edit any content posted by you and other users on the Services (including User Content). 

By using the Services, you may be exposed to content that you consider offensive, indecent, or objectionable. We have no responsibility to keep such content from you and no liability for your access to such content. This also applies to any content relating to health, wellness, and physical exercise. You acknowledge the inherent risks and dangers in the nature of these types of content, and by accessing such content you choose to assume those risks voluntarily, including risk of illness, bodily injury, disability, or death. You assume full responsibility for the choices you make before, during, and after your access to the content.

When you interact with other users including User Content creators, you must be careful about the types of personal information that you share. We do not control what users do with the information they obtain from other users on the platform. You should not share your email or other personal information about you for your safety.

We do not hire or employ users OR User Content creators nor are we responsible or liable for any interactions involved between users and User Content creators. We are not liable for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to the conduct of users or User Content creators.

Fabrication and handling of physical materials. Please note you are solely responsible for determining the suitability of any products, services, materials and processes made available to you by or through the Services. Without limitation: (a) our disclaimers under these Terms and under any and all policies extend to any and all products or services or any materials used for any outputs or for the fabrication of physical materials, whether or not created through or by using the Service, or any processes and/or products (including from third-parties) made available on or through the Services; (b) products, services or materials used in the manufacture of any physical materials by or through the Services may only be suitable for decorative purposes, may not be suitable for use for persons under the age of 13 (e.g., may not be suitable as children’s toys or products) and may not be suitable for the handling of consumables such as food or drink.

Medical Information. Any medically related content, whether User Content or otherwise found on the Services, is not intended to be medical advice or instructions for medical diagnosis or treatment, and no physician-patient or psychotherapist-patient relationship is, or is intended to be, created. If you think you may have a medical emergency, call your doctor or your local emergency number immediately. The Services are not a substitute for professional medical advice, examination, diagnosis, or treatment. The Services should not be used to diagnose, treat, cure, or prevent disease or medical conditions without supervision of a doctor or qualified healthcare provider. We do not recommend or endorse any tests, physicians, products, procedures, opinions, or other information found on the Services. The Services are not regulated by the Food and Drug Administration or any state or national medical board. Information posted to the Services publicly or sent in an unsolicited message to a user is not confidential and does not establish a physician-patient or psychotherapist-patient relationship without the express consent of the user providing any medically related User Content. 

Functionality limitations. The Services (including any software) are not a substitute for your own judgment or independent professional testing, design, estimation or analysis, as applicable. Due to the large variety of potential applications for the Services, the Services have not been tested in all situations under which they may be used and may not achieve the results you desire. We will not be liable in any manner whatsoever for any results or output obtained or otherwise viewed through the Services or any materials developed in connection with the Services, including any content. You are responsible for your access and use of the Services, which includes, but is not limited to, the determination of appropriate uses for the Services and the selection of the service, content and other programs to achieve your intended results. You are also responsible for establishing the adequacy of independent procedures for testing the reliability, accuracy and completeness of service results, output or materials used and/or developed by you in connection with the Services (if any), including all items viewed, designed and/or created using the Services, including any content. There are no service level agreements made in connection with the Services.

12. Indemnity

You agree to defend, indemnify, and hold harmless Razzl, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your account of these Terms or arising out of a breach of your obligations, representation and warranties under these Terms. Your indemnification obligation will survive the termination of these Terms and your use of the Services.

13. EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS SHALL AFFECT ANY STATUTORY RIGHTS THAT YOU CANNOT CONTRACTUALLY AGREE TO ALTER OR WAIVE AND ARE LEGALLY ALWAYS ENTITLED TO AS A CONSUMER.

THE SERVICES ARE PROVIDED “AS IS” AND WE MAKE NO WARRANTY OR REPRESENTATION TO YOU WITH RESPECT TO THEM. IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:

  • YOUR USE OF THE SERVICES AND CONTENT WILL MEET YOUR REQUIREMENTS;
  • YOUR USE OF THE SERVICES AND ACESS TO CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
  • ANY INFORMATION OR RESULTS OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES AND CONTENT WILL BE ACCURATE OR RELIABLE; AND
  • DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

WE EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED), INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE. NO CONDITIONS, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE

14. LIMITATION OF LIABILITY

EXCEPT AS REQUIRED BY APPLICABLE LAW, RAZZL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; INDIRECT OR CONSEQUENTIAL LOSS; PUNITIVE DAMAGES CAUSED BY:

  • ERRORS, MISTAKES, OR INACCURACIES ON THE SERVICE;
  • PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE;
  • ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE;
  • ANY INTERRUPTION OR CESSATION OF THE SERVICE;
  • ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
  • ANY VIRUSES OR MALICIOUS CODE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY;
  • ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE;
  • THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
  • YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION;
  • ANY CONTENT WHETHER SUBMITTED BY A USER OR RAZZL, INCLUDING YOUR USE OF CONTENT; AND/OR
  • THE REMOVAL OR UNAVAILABILITY OF ANY CONTENT.

THIS PROVISION APPLIES TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, TORT, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

RAZZL AND ITS AFFILIATES’ TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE IS LIMITED TO USD $100.

YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICE, INCLUDING TEXT-MESSAGING AND DATA CHARGES. IF YOU’RE UNSURE WHAT THOSE CHARGES MAY BE, YOU SHOULD ASK YOUR SERVICE PROVIDER BEFORE USING THE SERVICE.

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL 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 DISPUTES.

15. Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH RAZZL AND ALL INDIVIDUALS AND AFFILIATES INVOLVED IN THE PROVISION OF THE PLATFORM OR SERVICES, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. SECTION 15.B OF THESE TERMS SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.

A. Informal resolution process first

If we have a dispute with you, we will first try and resolve it with you amicably. You agree to do the same for us. To be clear, when we use the terms “Razzl,” “we,” or “us” in this Section 15, we mean Razzl LLC and all of our affiliated companies and individuals.

You and Razzl agree that both you and Razzl will make a good faith effort to resolve the dispute amicably before either you or Razzl demands arbitration or files any legal action against the other. So, before either you or Razzl demands arbitration or files any legal action against the other, you and Razzl agree that the party initiating the claim must notify the other in writing of the intent to initiate an informal resolution process and participate in good faith in the resolution process. That process is described below.

Notice of Dispute. To tell Razzl that you want to start the informal dispute resolution process, you must notify Razzl in writing by emailing to legal@razzl.com. Please include your name, the email address associated with your Razzl account, a telephone number where we can reach you, a screenshot of your Razzl account page, your country and state of residence (where applicable). Your email notice should include an explanation of your concern or dispute, how it arose, and what (if anything) you want Razzl to do to resolve it.

For Razzl to start the informal dispute resolution process, we must message you via your Razzl registered email and include our contact information, a screenshot of your Razzl profile page (if we can identify your account), and a description of our claim and alleged harm.

The party initiating the informal dispute resolution process may only submit an individual notice on its own behalf. Any attempt to send notices on behalf of more than one individual at one time is invalid as to all such requests.

Response to Notice of Dispute. Whichever party receives the written notice will have 90 days to respond. Both you and Razzl agree that both of us will fully participate in the process, which may include participating in an individual telephone or video conference, if requested by the party receiving the notice of dispute.

If the dispute has not been resolved after the response time has expired or the date of any conference, whichever is later, either party may initiate arbitration according to Section 15.B. Engaging in this informal dispute resolution process is a requirement that must be completed before commencing arbitration, and an arbitrator or court shall dismiss any claims filed without fully and completely complying with these informal dispute resolution procedures. 

B. Arbitration and Class Action Waiver

(1) Scope of Arbitration Agreement

You and Razzl agree that after completing the informal dispute resolution process in Section 15.A, that any dispute, claim, or controversy in any way arising out of or relating to (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; (ii) your access to or use of the Services at any time; (iii) incidents resulting in personal injury to you or anyone else that you allege occurred in connection with your use of the Services, regardless of whether the dispute, claim, or controversy occurred or accrued before or after the date you agreed to these Terms, and regardless of whether you allege that the personal injury was experienced by you or anyone else; and (iv) your relationship with Razzl, our affiliated companies and individuals (“Claims”), will be settled by binding individual arbitration between you and Razzl, and not in a court of law.

This mandatory arbitration agreement applies equally to you and Razzl. However, this arbitration agreement does not govern any Claims by Razzl for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Terms or claims that cannot be arbitrated under applicable law, after accounting for US Federal Arbitration Act (“FAA”) preemption. In addition, this Arbitration Agreement does not bar you or us from bringing claims in small claims court, so long as they qualify for small claims court; but if the claims are transferred, removed, or appealed to a different court, they shall be subject to arbitration. If the parties’ dispute involves some arbitrable claims and some non-arbitrable claims, all non-arbitrable claims must be stayed until completion of the arbitration. This Arbitration Agreement shall apply to all Claims, including those that arose or were asserted before the effective date of this Arbitration Agreement. Cases have been filed against Razzl—and others may be filed in the future—that attempt to assert class action, collective action, and representative action claims, and by accepting this Arbitration Agreement you elect not to participate in such cases. This Arbitration Agreement applies equally to you and Razzl.

(2) Arbitration Rules and Forum

You agree that this Arbitration Agreement is governed by the FAA. If the FAA cannot apply, the arbitration law of your state of residence shall apply.

Before a party may begin an arbitration proceeding, that party must personally sign and send a demand for arbitration certifying completion of the informal dispute resolution process in Section 15.A. This demand must include a copy of the email previously sent to legal@razzl.com and the claim number assigned by Razzl, the party’s name, telephone number, state of residence, date of informal resolution request, date of response (if any), description of the claim and alleged harm, and the email address associated with the relevant Razzl account.

This demand must be sent to NAM and a copy must be served on the other party. To serve the demand on Razzl, send it to:

Email Address: legal@razzl.com 

The arbitration will be conducted by National Arbitration & Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures (and, if applicable, Mass Filing Supplement Dispute Resolution Rules and Procedures) and the terms of this Arbitration Agreement. The most current version of the NAM Comprehensive Dispute Resolution Rules and Procedures and the NAM Mass Filing Supplement Dispute Resolution Rules and Procedures, are available at https://www.namadr.com/resources/rules-fees-forms/. If NAM is unable to arbitrate the dispute for whatever reason, a court of competent jurisdiction shall appoint the arbitrator.

The payment of all filing, administration, and arbitration fees will be governed by the NAM Comprehensive Dispute Resolution Rules and Procedures (and, if applicable, Mass Filing Supplement Dispute Resolution Rules and Procedures), except that (1) the prevailing party may seek attorneys’ fees, costs, and reimbursement of NAM filing and professional service fees if the arbitrator finds that the opposing party brought a claim, counterclaim, or defense that was either frivolous or brought with an improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of arbitration; (2) each party shall equally share all other fees, including arbitrators’ fees, court reporter costs, and transcript fees.

(3) Arbitrator Powers

The arbitrator will have exclusive authority to resolve any dispute relating to the scope, interpretation or enforceability of this Arbitration Agreement, except that a court has exclusive authority to decide whether the Class Action Waiver in Section 15.B(5) is enforceable. All disputes regarding the payment of arbitrator or arbitration fees shall be determined exclusively by an arbitrator. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Razzl.

(4) Waiver of Jury Trial

You and Razzl waive any rights to sue in court and receive a judge or jury trial, except as specified above. You and Razzl are instead electing to have all disputes resolved by arbitration. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

(5) Class Action Waiver

Any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, and/or representative action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any class, collective, coordinated, consolidated, and/or representative action, or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. Notwithstanding anything else in these Terms, this Class Action Waiver does not prevent you or Razzl from participating in a classwide, collective, and/or representative settlement of claims.

(6) Mass Action Waiver

The parties agree that the definition of a “Mass Action” includes instances in which you or Razzl are represented by a law firm or collection of law firms that has filed 25 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or Razzl’s behalf, and the law firm or collection of law firms seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands in the aggregate. The parties further agree that any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a Mass Action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any Mass Action or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. Notwithstanding anything else in these Terms, this Mass Action Waiver does not prevent you or Razzl from participating in a mass settlement of claims.

(7) Opt Out

If you are a new Razzl user, and you have not agreed to a prior version of the Arbitration Agreement, you may opt out of the Arbitration Agreement. To opt out of this Arbitration Agreement, you must notify Razzl no later than 30 days after first becoming subject to this Arbitration Agreement by sending an email to legal@razzl.com from the email address associated with your Razzl account. The email must include your name, the email address associated with your Razzl account, a screenshot of your Razzl profile page, your state of residence, and a statement indicating your desire to opt out from this Arbitration Agreement. If you do so, neither you nor Razzl can compel the other to arbitrate pursuant to this Arbitration Agreement. You may only submit an individual opt out on your own behalf. Any attempt to opt out more than one individual in an opt out request is invalid as to all such requests. If you are an existing user and have agreed to the Arbitration Agreement in a prior version of the Terms without opting out, you do not have an opportunity to opt out. Razzl will continue to honor the opt outs of users who validly opted out of the Arbitration Agreement in a prior version of the Terms.

If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you, and there will be no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.

(8) Survival

This Arbitration Agreement will survive any termination of your relationship with Razzl.

C. Venue.

For any claims or disputes arising out of or relating to these Terms or use of the Services that are not resolved through binding arbitration under Section 15.B. of these Terms, you and Razzl agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles, California, USA.

16. Other Terms

Entire Agreement. These Terms constitute the whole legal agreement between you and Razzl and govern your use of the Services and completely replace any prior agreements between you and Razzl in relation to the Services. 

From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Razzl reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means, such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise. Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.

No Waiver. Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right.

Security. We do not guarantee that our Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform to access our Services. You should use your own virus protection software.

Severability. If any court of law, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, and the remaining provisions of the Terms will continue to be valid and enforceable.

Governing Law and Jurisdiction. The formation, construction, performance and enforcement of these Terms of Service, together with the Privacy Policy and the other policy documents, shall be in accordance with the laws of the United States and the state of California without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. You agree that any legal action or proceeding between Razzl and you for any purpose concerning these Terms of Service, the Privacy Policy, the other policy documents or your use of the Service shall be brought exclusively in a federal or state court of competent jurisdiction located in California.

No Assignment. You may not assign or transfer these Terms (or the rights and licenses granted under them). We may assign these Terms (or the rights and licenses granted under them) to another company or person without restriction. Nothing in these Terms confers any right, benefit, or remedy on any third-party person or entity. You agree that your account is non-transferable and that all rights to your account and other rights under these Terms terminate upon your death.

Sanctions and Export Laws. You warrant that you (as an individual or as a representative of any entity on whose behalf you use the Services) aren’t located in, or a resident of, any country that is subject to applicable U.S. trade sanctions or embargoes (such as Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine). You also warrant that you aren’t a person or entity who is named on any U.S. government specially designated national or denied-party list.

If you become subject to such a restriction during the term of any agreement with Razzl, you will notify us within 24 hours, and we will have the right to terminate any further obligations to you, effective immediately and with no further liability to you (but without prejudice to your outstanding obligations to Razzl). You may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any United States and other applicable country export control and trade sanctions laws, rules and regulations. You agree not to upload any content or technology (including information on encryption) whose export is specifically controlled under such laws.

Term, Termination and Suspension. These Terms will become effective on the date you first access or use the Service (“Effective Date”). The term of this contract (“Term”) will extend from the Effective Date until the first to occur of the following: (1) our termination of all of your rights hereunder; (2) our discontinuation of the Service or (3) the date you cease to use the Service by uninstalling all Software and discontinuing all use of the Service. We reserve the right in our sole discretion, without prior notice, to terminate or suspend your access to all or part of the Service and/or your account (if applicable) or delete or remove your User Content, your purchased Razzl Content and if any, and all backups thereof, for any reason, including, without limitation, breach or assignment of these Terms. It is your responsibility to retain copies of your User Content and Razzl will not be liable for any loss or damage which may be incurred by you or any third-parties as a result of such deletion. Further, you agree that we will not be liable to you or any third party for any termination of your access to the Service or deletion of your User Content and any content you may have purchased. Upon any termination of these Terms for any reason, you must immediately cease accessing and using the Service. Notwithstanding anything to the contrary, no expiration or termination of this agreement will terminate or affect any licenses or sublicenses granted by you in accordance with these Terms prior to such termination, including, without limitation to other users of the Service.

Relationship. You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.

Suspension of Services. We may decline, remove or halt sales of any content, suspend or terminate an account, and/or suspend or terminate the Services at any time, in our sole discretion, without cause or notice to you or any penalty or liability for doing so.

Limitation on Legal Action. YOU AND RAZZL AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

17. Contact Us

Questions, comments and requests regarding this Terms of Service agreement should be addressed to: Contact us: contactus@razzl.com 

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