Razoo Website User / Donor Terms of Use

Effective Date: 02/13/13 - 05/16/13 | Current Version

1. Are You a Donor or the Featured Charity or A Volunteer Fundraiser?

If you are a public charity (among the hundreds of thousands of Approved Charities that Razoo Foundation’s Donor Advised Fund has pre-approved to received regrants advised by donors) seeking to become a Registered Charity by registering for administrative access to the fundraising page featuring your organization, and its charitable cause and/or activities (the “Fundraising Page’) on the Razoo website (the “Razoo Website”), then please click on the following link to the Featured Charity Terms of Use that apply to you.

If you are an individual who is voluntarily and independently creating a Fundraising Page featuring a Featured Charity (a “Volunteer Fundraiser”), then please click on the following link to the Volunteer Fundraiser Terms of Use that apply to you. We recommend that you contact your Featured Charity and encourage them to follow this link http://www.razoo.com/nonprofits to gain the benefits of a Razoo Registered Charity.

On the other hand, If you are a donor who would like to make contributions to one or more of your favorite charities or a Razoo Website user, then these Terms of Use apply to you.

2. Summary

Welcome to the Razoo.com website (the “Razoo Website”) operated by Razoo Global Corporation (“Razoo,” “we,”, or “us”). We thank you for your interest in using the Razoo Website to review and/or support the charities of your choice among the thousands served by Razoo.

By using the Razoo Website, you acknowledge that you have read and agree to be bound by the following Terms of Use (the “Terms”) and by our Privacy Policy available at www.razoo.com/p/privacy_policy, which is incorporated here by reference, and by all technical specifications, rules of operation, and security procedures, and any other terms and conditions set forth by Razoo or Razoo Foundation from time to time by posting from a link on the Razoo Website. You agree to be bound by such revised terms as they may be posted from to time and that you are 13 years of age or older. Nothing in these Terms may be construed to create or confer any rights on third party beneficiaries. If you do not agree to any of the terms and conditions set forth herein, you may not use the Razoo Website.

3. Donor-Advised Donations to Razoo Foundation

Razoo is committed to make your support of charitable organizations you care about, quick, easy, and efficient while satisfying all legal requirements and providing you complete electronic records for personal accounting and tax purposes. To that end, we seek to collaborate with charities that share our charitable and philanthropic goals. Among those charities is one we helped launch that is now an independent Foundation while sharing our charitable vision and our name – the Razoo Foundation. The Foundation is a tax-exempt public charity described in Section 50l(c)(3) of the Internal Revenue Code which maintains a donor-advised fund. A donor-advised fund (“DAF”) is defined by Congress as a public charity that receives completed gifts from donors while allowing them the privilege of advising on the distribution of their grant to other charities and charitable causes. Normally your contribution made through the Razoo Website goes to and will be receipted by Razoo Foundation as a donor-advised contribution. Razoo Foundation makes every effort to honor donor advisements and is authorized to do so for advisements to public charities in its DAF approved charity listing (“Approved Charities”). Occasionally, for specific fundraising events, Razoo will collaborate with other local public charities. In those cases, the event website and other publicity will indicate if contributions will be receipted directly by the local charity, instead of by Razoo Foundation.

For more information about the Razoo Foundation, please visit http://www.razoofoundation.org.

4. Regranting Your Donor-Advised Contributions to Your Chosen Charity

It is Razoo Foundation’s current standard practice to regrant 97.1% (95.1% effective April 1, 2013) of a donor-advised contribution to a qualifying tax-exempt entity and/or cause advised by the donor, and to retain 4.9% for Razoo Foundation’s expenses (including credit card transaction costs). A regrant to the advised Approved Charity and/or cause is generally made on the 10th of the month following receipt of the advised contribution in the previous calendar month (e.g, a donation on July 5th would be regranted on August 10th). While Razoo Foundation makes reasonable efforts to honor the advisements of its donors, you acknowledge that your donation is complete and final, and cannot be cancelled or returned, and that Razoo Foundation maintains exclusive and full discretion and control over use of all contributions it receives.

Razoo Foundation seeks to maximize charitable activity and philanthropic support by pre-screening for inclusion in its donor-advised fund all public charities that are in good standing with the IRS. Thus, normally donations advised for Approved Charities that are listed in Razoo Foundation’s donor-advised fund, are able to be regranted very quickly to your advised charity. In the case where a donor makes an advisement to an entity and/or cause that is not an Approved Charity, or Razoo Foundation otherwise determines that the advisement should not be followed, Razoo Foundation will direct the contribution to an alternate charitable cause, including Razoo Foundation’s charitable purposes.

For example: Charity A is listed as a Approved Charity on the Razoo website. Donor B makes a $100.00 contribution on October 5th to Razoo Foundation advising that it should be distributed to Charity A. Razoo Foundation issues a receipt, via e-mail, suitable for substantiating a $100.00 tax-deductible donation by Donor B. Razoo Foundation makes a regrant on or around November 10th in the amount of $97.10 to Charity A which is the amount of the donation from Donor B, less retained costs of $4.90 (4.9%).

5. Charitable Contributions

All contributions made through the Razoo Website or utilizing the services provided by Razoo and by the Foundation are complete and final charitable gifts to Razoo Foundation and are not refundable. Only the authorized credit card holder may donate on the Razoo Website. You may not enter donations on behalf of other donors. Razoo will follow its normal charitable contribution receipting process in acknowledging charitable contributions.

6. No Goods and Services in Exchange for Donations

Federal law prohibits charities from promising or providing goods and services (e.g., tickets to events or raffles) in exchange for making a donation to a donor advised fund such as Razoo Foundation. Razoo Foundation may only accept pure contributions and not part gift and part sale transactions.

7. Ultimate Responsibility for Donor Expressions of Preference about Use of Funds.

The Razoo Website provides an opportunity for you as a donor to Razoo Foundation's Donor Advised Fund to indicate the charity that you wish to receive a regrant of your donations, subject to the Foundation's ultimate discretion. In addition, if you would like to further express your preference as to how the advised charity should use these funds, you may designate your donation for a specific cause by completing the "cause box" when making your online donation. If you express such a preference and Razoo Foundation honors your advisement, the Foundation will communicate to the advised charity your preference regarding use exactly as expressed in the "cause box." However, neither Razoo nor Razoo Foundation guarantees you that an advised charity will use the funds in a manner consistent with any such preference, and neither Razoo nor Razoo Foundation are responsible for or will be held liable for the advised charity's ultimate handling of such preferences. You hereby acknowledge that any designation of a donation's use is merely an expression of preference and does not give rise to any contractual obligations for Razoo, Razoo Foundation, or the regrant charity.

For example: Charity A is listed as a Registered Charity on the Razoo website. Donor B makes a contribution to Razoo Foundation advising that it should be distributed to Charity A. Donor B also expresses the preference that Charity A should honor the distribution and use the funds for a designated purpose. Razoo Foundation makes a regrant to Charity A in the amount of the donation from Donor B, less retained costs. Charity A has ultimate responsibility and sole discretion over whether to honor the donor's request and use the funds for the designated purpose.

8. Volunteer Fundraisers

You understand and acknowledge that individuals or organizations may volunteer to raise funds in support of charitable causes through the Razoo Website (referred to as a “Volunteer Fundraiser”). Each Volunteer Fundraiser is an independent volunteer and are not employed by, agents of, or affiliated with Razoo, or Razoo Foundation. Volunteer Fundraiser do not have authority to act on behalf of, speak for, or obligate Razoo, or Razoo Foundation in any manner, except to use authorized Razoo online tools and materials to raise funds to support charitable causes through the Razoo Website.

Volunteer Fundraisers may choose to organize or sponsor events and activities, such as road races, bike-a-thons, etc. (referred to as “Events”) as means of raising contributions in support charitable causes through the services provided by Razoo and by the Foundation which may or may not be charity-sponsored events. Neither Razoo, nor Razoo Foundation, nor any of their affiliates, sponsors, endorses, authorizes, or approves of such Events and they have no involvement in, or control over the planning, organization, or carrying out of such Events. You agree that neither Razoo, nor Razoo Foundation, nor any of their affiliates, sponsors, endorses, authorizes, or approves of such Events and they have no involvement in, or control over the planning, organization, or conducting of such Events. You acknowledge and agree that you take full responsibility to assume all risk if you decide to be involved in such Events. You agree that neither Razoo, nor Razoo Foundation nor any of their affiliates, will be liable to you and/or to any third party for any direct, indirect, consequential, exemplary, special, punitive, or incidental damages arising from your involvement in such Events.

9. Giving Card Redemption

Redemption of a Giving Card represents an advisement for the regrant of funds that have been previously donated to Razoo Foundation. Giving Cards have no monetary value, are not refundable, and may not be sold. An advisement through redemption of a Giving Card is not a tax deductible contribution. It is Razoo Foundation’s normal practice to regrant 97.1% (95.1% effective April 1, 2013) of a Giving Card redemption or other advisement to the qualifying tax-exempt entity and/or cause advised, and to retain 4.9% for Razoo Foundation’s grant expenses (including credit card transaction costs). A regrant to the advised recipient charity is generally made on the 10th of the month following receipt of the advised contribution in the previous calendar month (e.g, a donation on July 5 th would be regranted on August 10th).

While Razoo Foundation makes reasonable efforts to honor the advisements made through Giving Cards, you acknowledge that Razoo Foundation maintains exclusive and full discretion and control over use of all its funds. In the case where an advisement is made other than to an Approved Charity, or Razoo Foundation otherwise determines that the advisement should not be followed, Razoo Foundation will direct the contribution to an alternate charitable cause, including Razoo Foundation’s charitable purposes.

You acknowledge that the prohibitions on receiving any personal benefits described in paragraph 6 above, equally apply when redeeming a Giving Card or making any other advisement on the Razoo Website.

10. Eligibility and Registration

If you choose to create an account with us and become a member, you will be asked to provide an email address and password. We will ask you to provide certain personal information, such as first name, last name, and email address, in creating your user profile. Once created, the user profile will be viewable by the general public. (You may, however, disable this option at any time via your profile settings). You are responsible for all activities occurring under your email address and for keeping your login and password secure. We may refuse to grant you access with a login that (i) impersonates someone else, (ii) may be protected by trademark or proprietary rights law, or (iii) is vulgar, offensive, or otherwise inappropriate, as determined by us in our sole discretion. Any attempt to access restricted areas without authorization is prohibited. You agree that if you become aware of any unauthorized use of your password or other security breach, you will notify us immediately by emailing support@razoo.com.

We and our associated charitable organization, Razoo Foundation, have access to all information you submit to the Razoo Website. If you create an account with us, we may send a monthly newsletter, system messages pertaining to account information, and other communications to your email. You may opt out of the monthly newsletter at any time by clicking the unsubscribe link on the newsletter email or by emailing support@razoo.com.

This site is intended solely for individuals 13 years of age or older. Any use or access of the site from users under 13 is strictly prohibited. We will terminate the membership of any such users and will work in good faith to remove any content they may have contributed to the Razoo Website.

11. Intellectual Property

The intellectual property rights, including but not limited to copyright, trademark, patent, trade dress, derivative works, moral rights, trade secrets, and proprietary information in all content that appears on the Razoo Website (other than user content posted by registered charities or volunteer fundraisers on their Fundraising Pages), including but not limited to, information, text, data, photographs, audio, video, images, graphics, documents, logos, and other content, associated technology and software, and the look and feel of the Razoo Website (collectively, "Website Content"), are owned by Razoo or its licensors. Except as expressly permitted in these Terms of Use, you agree not to copy, alter, frame, distribute, publish, sell, prepare derivative works based on, or commercially exploit any Website Content, without express written permission from Razoo or its licensors.

12. Appropriate User Conduct

The services you are receiving from Razoo (and the collaborative charitable services you are receiving from the Foundation) are provided for personal, noncommercial use to promote grassroots generosity, philanthropic charity, and to further the charitable purposes of your selected Approved Charity by advancing their charitable purposes and programs. No one may use these charitable services or the Razoo Website for any commercial purpose, or for any other purpose without our prior written consent. Razoo does not promise or provide any goods or services to donors (for example, tickets to events), and prohibits others from promising or providing any goods and services to donors. Neither the donor nor anyone connected with the donor of any online donation on Razoo may receive, or be promised to receive, any goods or services as a result of such a donation that would result in a reduction in the amount that is eligible for a charitable contribution deduction. Please consult your own tax advisor and the IRS guidelines, which can be found by clicking here, for additional information on deductibility of charitable contributions.

You may not use the services provided by Razoo and the Foundation or the Razoo Website for any illegal or unauthorized purpose. While using the Razoo Website, you must comply with all applicable domestic and international laws, statues, ordinances, and regulations.

13. Appropriate User Content

The Razoo Website may allow you and other users to upload, post, and/or share information, text, data, photographs, audio, video, images, graphics, logos, symbols, documents, and other content (collectively, “User Content”). Razoo permits you to use the Razoo Website, the Tools, and the services provided by Razoo and by the Foundation subject to your acknowledging and agreeing to the following conditions:

13.1. User Content posted by yourself and other users of the Razoo Website does not necessarily reflect our views.

13.2. We will seek to remove or edit, with or without notice to you, any User Content that we deem to be unlawful, obscene, or in violation of these Terms. We may, but are not obligated to, remove any other User Content that we determine in our sole discretion is fraudulent, threatening, libelous, defamatory, or otherwise objectionable, or infringe or violate any party’s intellectual property or other proprietary rights. Our failure to block or remove any User Content, however, is not a warranty, endorsement, representation, or guarantee regarding such User Content.

13.3. The posting of User Content on the Fundraising Page is solely the responsibility of each Volunteer Fundraiser. Razoo does not assume responsibility for the accuracy of any information, ideas or opinions posted by users and is not liable for any claims, damages or losses resulting from such information, ideas, or opinions.

13.4. You have sole responsibility for your User Content and the consequences of posting User Content to the Razoo Website. You bear sole responsibility for the consequences of posting User Content.

13.5. You agree that the User Content will accurately describe that contributions made via the Razoo Website, although donor-advised for the benefit of a specified qualifying charitable organization, are given to Razoo Foundation as completed gifts.

13.6. You represent and warrant that your User Content does not infringe the copyright, trademark, publicity/privacy right, and/or other intellectual property or proprietary rights of the Featured Charity or any other third party.

13.7. You agree not to:

  • advertise or sell any goods or service. This includes your agreeing not to upload to, post, share, or otherwise publish through the Razoo Website any content that is commercial in nature, including but not limited to promotional material, advertising, or solicitation for goods or services (other than materials that directly further your charitable fundraising);
  • operate, conduct, or promote, directly or indirectly, raffles, lotteries or other similar gaming activities, whether for charitable purposes or otherwise;
  • upload, post or distribute any User Content which, in Razoo's sole determination, is false, indecent, defamatory, disparaging to the reputation of any individual or business, obscene, offensive, threatening, profane, harmful to minors in any way, threatening, invasive of privacy or publicity rights, abusive, illegal, harassing, violent, tasteless, denigrating, insensitive, pornographic or sexually oriented, or otherwise objectionable, or would constitute or encourage a criminal offense or other illegal activity, and/or violate the rights of any party or any law;

13.8. You agree not to engage in any conduct that:

  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or contains explicit or offensive descriptions of sexual matters;
  • encourages conduct that would constitute a criminal offense or that gives rise to civil liability;
  • violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
  • victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  • impersonates any person, business or entity, including Razoo, Razoo Foundation, or its employees and agents;
  • violates these Terms or any other policy posted on the Razoo Website; or
  • interferes with others’ use of the Razoo Website or the services provided by Razoo and the Foundation.

13.9. By posting, uploading or otherwise sharing your User Content on the Razoo Website, you:

  • grant to Razoo and Razoo Foundation a perpetual, non-exclusive, royalty-free, license to use the User Content for all purposes in furtherance of its purpose and mission, including but not limited to: displaying on the Razoo Website, sublicensing to a Featured Charity, creating derivative works based on the User Content, and/or other uses for promoting a Featured Charity;
  • permit, but not require, Razoo to identify you as the provider of such User Content;
  • represent and warrant that you have all necessary rights to grant the foregoing permissions; and
  • grant to Razoo and Razoo Foundation and other users of the Razoo Website the right to access, display, view, store, and/or download such User Content, and post or forward such User Content to others.

13.10. You agree that Razoo and Razoo Foundation have no liability or responsibility for the storage or deletion of any User Content that you submit or post, or emails you send through the Razoo Website.

13.11. You also agree not to upload, distribute, or otherwise publish any User Content to or through the Razoo Website that:

  • contain any virus, spyware, worm, Trojan horse, or other computer malware, or post any other materials that may damage the operation of a computer;
  • uses any means, including spiders, robots, crawlers, data mining tools, or the like to scrape or download data from the Razoo Website;
  • constitute or contain affiliate marketing, link referral code, junk mail, spam, chain letters, pyramid schemes, or unsolicited commercial advertisement, or the like;
  • promote or forward surveys, contests, raffles, lotteries, pyramid schemes or chain letters or the like;
  • contain any private, personally identifiable, financial, confidential, or proprietary information of another individual or entity without their written express permission.

14. Donor Information

Privacy and security of donor information is of vital importance to Razoo Foundation, and it will not share or sell names of donors without their consent. When you make a donation to Razoo Foundation or an advisement to a nonprofit listed on the Razoo Website, you grant us (along with Razoo Foundation) permission to access your donation records at any time and to use the information you provide to process your donation. Unless you request that your donation and advisement be anonymous, we or Razoo Foundation will make available to your selected tax-exempt entity and/or cause upon honoring your advisement online reports identifying, where available, the name, address, email, and transaction accounting details of the advised regrant. You may choose to remain anonymous to the Volunteer Fundraiser and only provide information to the tax-exempt entity and/or cause. We or Razoo Foundation may also share your name, address, email, and transaction accounting details with nonprofit organizations administering giving events in which you participate. If you choose to make your advisement anonymously, we will share only the donation amount of the advised and completed regrant with your selected tax-exempt entity and/or cause.

Credit Card Anti-Laundering Policy: Only the authorized credit card holder may donate on the Razoo Website. A third party, including but not limited to the Volunteer Fundraiser or Charity, may not use your card information or enter donations on your behalf. This practice is known as "credit card laundering" and is against the Visa and MasterCard agreement. Using the Razoo Foundation’s merchant account to process your credit card transactions can lead to heavy fines and other severe penalties. In addition, you will also put the Razoo Foundation’s credit card processing account in jeopardy. The Razoo Foundation may report any such abuses to the appropriate authorities. This restriction does not preclude the Volunteer Fundraiser or Charity from providing computer terminals or kiosks, with access to the Razoo Website, for the authorized credit card holder to utilize in order to make a donation.

15. Disclaimer of Warranties

The Razoo Website and Tools are provided to you "as is" without warranty of any kind. We disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability, or availability of any Website Content or Tools, or other information or materials displayed on the Razoo Website. We also expressly disclaim to the fullest extent permitted by law any and all responsibility and liability for the conduct of any charity, any other Volunteer Fundraiser, and any donor. Razoo hereby disclaims all warranties either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement; and other warranties. Razoo is not engaged in the provision of legal, tax, or other professional advice or services. If you are in need of such services, you should contact the appropriate licensed and qualified professional.

16. Liability Limitation

YOU AGREE THAT NEITHER RAZOO, RAZOO FOUNDATION, NOR ANY OF THEIR AFFILIATES WILL BE LIABLE TO YOU AND/OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO: THE RAZOO WEBSITE OR THE SERVICES PROVIDED BY RAZOO AND BY THE FOUNDATION (AND YOUR USE OF, OR INABILITY TO USE, THE RAZOO WEBSITE OR SERVICES). ANY CLAIMS ARISING FROM THE RAZOO WEBSITE MUST BE BROUGHT WITHIN ONE YEAR OF THE DATE ON WHICH LIABILITY AROSE.

17. Hold Harmless and Indemnity

Your use of the services provided by Razoo and by the Foundation is entirely at your own risk. You will hold harmless and indemnify us from and against any third-party claim arising from or in any way related to your use of the services provided by Razoo or by the Foundation, or the Razoo Website, including without limitation any liability or expense arising from any claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.

18. Links to Other Websites and Content

We may include links to third-party websites or services, and may link you automatically to sponsor or third-party websites or services. These links do not mean that we review or endorse these third-party sites or services. We provide such links when we believe such links may be helpful, but we do not monitor or accept any responsibility for such sites. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate, so you proceed to these links at your risk and responsibility. You acknowledge that we are not responsible or liable for any content, advertising, products, services, or other materials on these third-party sites. Any dealings that you have with advertisers or other third-parties who may be found on or linked from the Razoo Website are between you and the advertiser, for which you assume full responsibility and you acknowledge that we are not liable for any loss or claim you may have against an advertiser.

19. Changes to Services, Website, and Terms of Use

We reserve the right to modify or terminate the services you are receiving from Razoo (and the collaborative charitable services you are receiving from the Foundation) or the Razoo Website for any reason, and without notice, without liability to you or any third party. We also reserve the right to modify these Terms of Use with concurrent notice on the Razoo Website. When you make a donation through the Razoo Website, you will be asked specifically to accept these Terms of Use if you have not done so before, and will be asked again to do so if they have changed from the last time you accepted them. You are responsible for regularly reviewing these Terms of Use so that you will be apprised of any changes. Your continued use of the Razoo Website following any changes to these Terms is your agreement to the changes and you are bound by the then-current version of these Terms. If any changes to these Terms are unacceptable to you, you must cease use of the Razoo Website.

20. Notices

Razoo may provide you with notices regarding the services provided by Razoo and by the Foundation, the Razoo Website, or these Terms by regular mail, email, or postings to the Razoo Website.

21. Designated Agent to Receive Notifications of Copyright Infringement Under the Digital Millennium Copyright Act (“DMCA”)

In accordance with the United States Digital Millennium Copyright Act (“DMCA”) and the Online Copyright Infringement Liability Limitation Act (“OCILL”), 17 U.S.C. §§101, 512, Razoo hereby serves the following DMCA/OCILL Notice to users of the services provided by Razoo and by the Foundation or Razoo Website that:

21.1. Razoo has designated an agent to receive notices from copyright owners about alleged infringements by users of the Razoo Website and send notices to the Razoo Website users who post or send allegedly infringing material;

21.2. Razoo has registered the Razoo Website with the U.S. Copyright Office as an online service provider, including the name and address of the designated agent;

21.3. Razoo has adopted a policy of terminating access to the Razoo Website by users who are repeat copyright infringers;

21.4. Razoo accommodates and does not interfere with standard technical measures used by copyright owners to identify and protect copyrighted works, including but not limited to, digital watermarking;

21.5. Upon receiving proper notification of an alleged infringement by a Razoo Website user, Razoo shall expeditiously take down or block access to the copyrighted material; and

21.6. Razoo has designated the following person to serve as Razoo’s agent to receive notifications of claimed copyright infringement in accordance with the DMCA and OCILL:

Name: Bo Lotinsky, Razoo Global Corporation
Address: 1020 19th Street, NW, Suite 800, Washington, DC 20036
Telephone number: 1-866-437-1952
E-mail address: copyright@razoo.com

22. International Use

The Razoo Website is controlled and operated from within the United States. Razoo makes no representation that the Razoo Website is appropriate or available in locations outside the United States. Those who choose to access the Razoo Website from other locations are responsible for compliance with applicable laws. International users must comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data from the United States or your country of residence.

23. Term and Termination

These Terms apply to your use of the services provided by Razoo and the Foundation and the Razoo Website at all times, irrespective of whether you register as a member. Once you become a member, you may terminate at any time by emailing support@razoo.com and requesting that your account be closed, or your membership may be terminated by us at any time and for any reason. After your membership terminates or expires, your obligations and our proprietary rights, disclaimer of warranties, indemnities, limitations of liability and miscellaneous provisions survive, but your right to use the services provided by Razoo and the Foundation that are available only to members immediately ceases.

Razoo reserves the right, at its sole discretion, to immediately, with or without notice, suspend or terminate these Terms of Use, and/or your access to all or a portion of the Razoo Website and/or remove any registration information or User Content from the Razoo Website, for any reason (including if you breach of any of the provisions of these Terms of Use). Razoo also reserves the right to change the Razoo Website without notice to you, at any time.

24. Miscellaneous


24.1. These Terms constitute the entire agreement between the parties with respect to all of the matters herein and supersedes all other agreements, understandings, and discussions of the parties. If any provision of these Terms shall be held to be unlawful, void, or unenforceable, then that provision shall be deemed severable from these Terms and will be deleted and replaced by a valid and enforceable provision which achieves, as far as possible, the same objectives as the severed provision was intended to achieve. The remaining provisions of these terms and conditions shall continue in full force and effect. No waiver or forbearance to seek a remedy by any party of any breach by any other party of any of its covenants, obligations and agreements hereunder shall be a waiver of any subsequent breach of any other covenant, obligation or agreement.

24.2. You may not assign, sublicense or otherwise transfer any right or obligation set forth herein without Razoo’s prior written consent. Any purported assignment in violation of the preceding sentence is void and of no effect. These terms and conditions are binding upon the parties' respective successors and permitted assigns. Except as otherwise expressly provided herein, all remedies provided for herein shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

24.3. The Parties shall act as independent contractors, and nothing contained in these Terms shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as agents, partners, joint ventures, co-owners, employer/employee franchisor/franchisee, or otherwise as participants in a joint or common undertaking, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purposes whatsoever.

24.4. These Terms shall be governed by the laws of the State of California without regard to its conflict of law provisions. Any disputes arising under or related in any way to these Terms or the Razoo Website shall be litigated or otherwise heard in the state or federal courts located in the Northern District of California and the parties hereto hereby consent to the exclusive jurisdiction of such courts.

24.5. Razoo may assign any of its rights or obligations under these Terms to another party without notice or consent for any reason.

25. Contact

For any questions about these Terms of Use, please contact us at: support@razoo.com