Terms & Conditions
Raze Fintech, Inc.
Last Updated: May 20, 2024
Introduction
Welcome to Raze Fintech, owned and operated by Raze Fintech, Inc. d/b/a Raze (“Raze,” “we,” “us”, or “our”). Raze provides a variety of services which serve as a platform for facilitating interactions, transactions and other capital market activities between startups and other issuers and investors (each, an “Investor”).
BY USING THE SERVICE YOU ACKNOWLEDGE YOUR UNDERSTANDING THAT (A) Raze IS NOT (1) A “BROKER,” “DEALER,” OR “FUNDING PORTAL” AS DEFINED IN SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”), (2) A “FINANCIAL INSTITUTION” AS DEFINED UNDER 31 CFR 1010.100(t), OR (3) AN “INVESTMENT ADVISOR” AS DEFINED UNDER THE INVESTMENT ADVISORS ACT OF 1940, AS AMENDED, AND (B) THE SERVICE IS NOT AN “EXCHANGE,” AS DEFINED BY THE EXCHANGE ACT.
These Terms of Service (“Terms”) govern your access to and use of the Raze websites, online platform service, services, mobile application (the “App”), API’s and associated webpages, portals, applications, features, and content and any other software, tools, features, or functionalities provided on or in connection with our services, including without limitation any specific services referenced in an online order (the “Order”) (collectively, the “Service”).
IT IS POSSIBLE THAT THE NATURE OF YOUR USE OF THE SERVICE WILL NECESSITATE YOUR COMPLIANCE WITH THE SECURITIES LAW OF YOUR APPLICABLE JURISDICTION, INCLUDING WITHOUT LIMITATION, THE EXCHANGE ACT AND THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). IT IS YOUR OBLIGATION TO MAKE THIS DETERMINATION ON YOUR OWN AND TAKE APPROPRIATE ACTIONS TO COMPLY WITH ALL APPLICABLE LOCAL, STATE, PROVINCIAL, NATIONAL OR INTERNATIONAL LAWS, RULES OR REGULATIONS (INCLUDING, WITHOUT LIMITATION, ANY RELEVANT AND APPLICABLE SECURITIES, ANTI-MONEY LAUNDERING AND ANTI-TERRORIST FINANCING LAWS AND ANY RELEVANT AND APPLICABLE PRIVACY AND DATA COLLECTION LAWS, IN EACH CASE AS MAY BE AMENDED), AND POLICIES OF REGULATORY BODIES OR AGENCIES (COLLECTIVELY, “APPLICABLE LAW”) IF AND AS NECESSARY. Likewise, you are solely responsible for compliance with the terms of any partnership or operating agreement and other documentation governing your offerings.
For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Service or those individuals authorized by you or on your behalf to use the Service. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION 15 BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.
BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
These Terms may be supplemented or modified in the sole discretion of Raze, as further provided by Section 27.
1. Accessing the Service
In order to use the Service, you will need to register for an account (“Account”). When registering for an Account, you cannot create an Account name that incorporates a trademark without authorization from the trademark owner. We reserve the right to reclaim Account names on behalf of any business or individual that holds legal claim, including trademark rights, in those names. In connection with your creation of any Account, you will: (A) provide accurate, current and complete Account information, (B) maintain and promptly update your Account information as necessary, (C) maintain the security of your password, and (D) be solely responsible for all access and use of the Service via your Account, including unauthorized access, and immediately notify us if you discover or otherwise suspect any unauthorized activities in connection with your Account or the Service.
You also represent and warrant that you will comply with all Applicable Law when using the Service. Without limiting the foregoing, by using the Service, you represent and warrant that: (A) you are not located in a country that is subject to a U.S. Government embargo; and (B) you have not been identified as a Specially Designated National or placed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any Applicable Law.
Raze may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any Applicable Law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, Raze, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by Raze. If you do not provide complete and accurate information in response to such a request, Raze may refuse to restore your access to the Service.
Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that Raze, in its sole discretion, may elect to take.
We require all individual users to be at least 18 years old.
In creating an Account, you acknowledge and agree that:
Raze has no responsibility for your Account or any offerings sold to any Investor on or through the Service.
You shall not use Raze’s name to imply that Raze endorses or recommends you, your offerings or any securities that you offer through the Service.
You are solely responsible for any offering that you may sell through use of the Service.
You are responsible for the creation and operation of your Account, including (A) any offering that you may offer through use of the Service, (B) any and all information, content, materials and offerings that you offer on or through the Service or otherwise disclose to any Investor (including without limitation information regarding your company, experience, track record and management, as well as information regarding your offerings and the related financial statements or projections), (C) all aspects of any transactions between you and any Investor (including but not limited to, descriptions, amounts, defects, required legal disclosures, regulatory compliance, offers or promotional content, fulfilling any obligations to such Investor, customer service to such Investor, fraudulent transactions, alleged or actual violation of Applicable Law (including but not limited to the Securities Act and the Exchange Act)), (D) securing your passwords and user ID’s and monitoring use of your Account, and (E) any breach of these Terms by you or your affiliates, agents, subcontractors or any user of your Account (collectively, “User Representatives”).
2. Fees
Fees. The pricing, features, and options for the Service depend upon the type of license you have requested via an Order. All fees are as specified in any Order (the “Fees”). Except as otherwise specified herein or in an Order; (A) Fees are quoted and payable in United States dollars (or equivalent in cryptocurrency); (B) Fees are based on Service purchased, as well as any changes or updates initiated by you, and not actual usage; and (C) PAYMENT OBLIGATIONS ARE NON-CANCELABLE, AND FEES PAID ARE NON-REFUNDABLE. Raze does not represent or warrant that a particular service will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Service specified in any Order without prior notice. Raze may change the prices for or alter the features and options of the Service without notice, and if you use such features or options after the price revisions take effect, you shall be bound by the revised pricing.
Invoicing and Payment. Raze will collect Fees either automatically or through invoice. Raze will then issue invoices reflecting the collection of those Fees upon the completion or other relevant event as may be set forth herein. Raze will otherwise issue invoices for the Service including without limitation those for setup, and you will be invoiced monthly in advance and otherwise in accordance with the applicable Order with the Fees for all Orders combined into a single billing cycle. PLEASE NOTE THAT FEES ASSOCIATED WITH INITIAL SETUP ARE NONREFUNDABLE. Unless otherwise stated herein, Fees are due upon receipt once invoiced. You are responsible for maintaining complete and accurate billing and contact information on file with Raze and agree to promptly notify Raze of any updates to such information. Ongoing use of the Service requires Fees be paid when due unless otherwise specified herein and otherwise in accordance with the applicable Order with Fees for all Orders combined into a single billing cycle.
Late Payments. If any undisputed Fees invoiced hereunder are not received by Raze by the due date, then at Raze’s discretion: (A) such charges may accrue late interest at the rate of two percent (2%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; (B) Raze may condition further use of the Service on payment terms shorter than those specified in the “Invoicing and Payment” Section above; or both (A) and (B). If a bona fide good faith dispute exists regarding amounts due on an invoice, you will pay the undisputed items and promptly report the disputed items to Raze and work diligently to promptly resolve such dispute. You will pay the amount, if any, mutually agreed to be due with respect to any disputed Fees promptly after resolution of the dispute.
Taxes. Unless otherwise stated, the Fees do not include any taxes, levies, duties, fees, surcharges, additional charges or other governmental assessments of any nature, including without limitation value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable Taxes that arise from or as a result of your use of the Service.
Suspension of Services. If any charge owing by you is fifteen (15) days or more overdue or if you are in default of any other provision of these Terms, Raze may, without limiting its other rights and remedies, suspend any or all of the Service until you are in compliance with your obligations hereunder or under any Order.
3. Proprietary Rights
The Service, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the Raze logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Raze or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.
For the avoidance of doubt, as between you and Raze, Raze exclusively owns all right, title, and interest in and to the Service and any underlying applications. Raze will retain exclusive ownership of (including all intellectual property rights contained therein) any ideas, concepts, know-how, techniques, expertise, tools, methods, or other materials used in connection with performing the Service: (A) that have been previously developed or are separately developed by Raze; (B) that represent an improvement, change, modification, or enhancement thereof; (C) that are authored, created, invented, developed, or reduced to practice by Raze in the course of performing the Service; or (D) that are of general application and not unique or specific to you. You agree to assign, and upon creation thereof automatically assigns, to Raze, its successors and assigns, ownership of all such rights in their entirety, without further consideration. From time to time upon Raze’s request and at Raze’s expense, you and your personnel agree to confirm such assignments by execution and delivery of written documentation in the form provided by Raze.
Raze’s name, logo, trademarks, and any Raze product or service names, designs, logos, and slogans are the intellectual property of Raze or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Raze” or any other name, trademark or product or service name of Raze or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Service constitutes the service mark, trademark or trade dress of Raze and may not be copied, imitated or used, in whole or in part, without our prior written permission.
All other third-party trademarks, registered trademarks, and product names mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Raze.
We welcome feedback, comments, and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Service or in any such Feedback. You agree that Raze may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Raze any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
4. License to Access and Use the Service and Content
You are hereby granted a revocable, limited, nonexclusive, nontransferable, nonsublicensable, and personal license to access and use the Service solely for your personal, internal business use, conditioned upon your continued compliance with all provisions with these Terms (including without limitation any external terms and documentation linked or referenced herein). If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service (“Content”), we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such Content (and the right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Service as permitted by these Terms.
5. Third-Party Content and Services; No Endorsement
The Service may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Raze, and may be “open” applications for which no recourse is possible. Raze is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. Raze provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.
Raze DOES NOT ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTIES OR THIRD PARTY MATERIALS ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE SERVICE. Raze IS NOT INVOLVED IN ANY TRANSACTIONS BETWEEN USERS AND INVESTORS AND IS NOT RESPONSIBLE FOR ANY INVESTMENT OR OTHER DECISIONS MADE BY ANY INDIVIDUAL OR ENTITY IN CONNECTION WITH ANY OPPORTUNITY POSTED ON OR THROUGH THE SERVICE. ANY CONTRACT OF SALE OR INVESTMENT MADE ON OR THROUGH THE SERVICE IS DIRECTLY BETWEEN YOU AND THE INVESTOR. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ANY INVESTOR, INCLUDING SUCH INVESTOR’S ACCREDITED INVESTOR STATUS, IF APPLICABLE.
Raze EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY MATERIALS SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE SERVICE, AND YOU AGREE THAT Raze SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY DEALINGS BETWEEN YOU AND A THIRD PARTY, REGARDLESS OF WHETHER SUCH DEALINGS WERE FACILITATED OR PERFORMED IN CONNECTION WITH THE SERVICE.
6. Representations and Warranties; Acknowledgements
By using the Service, you represent, covenant, and warrant that:
You will use the Service only in compliance with Raze’s standard published policies then in effect, including without limitation these Terms and the Privacy Policy (found at https://Raze.finance/privacy-policy/);
Any entity for which you create an Account is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
If you are an individual using or accessing the Service, you are at least 18 years of age;
You are not a competitor of Raze;
You have not been previously suspended or removed from the Service by Raze;
You have the full right, power, and authority to enter into and perform your obligations and grant the rights, licenses, consents, and authorizations you grant or are required to grant under these Terms;
Your acceptance of these Terms has been duly authorized by all necessary corporate or organizational action applicable;
You acknowledge and agree that your acceptance constitutes a legal, valid, and binding obligation, enforceable against such you in accordance with these Terms;
You will not use the Service for any illegal or unauthorized purpose nor will you, in the use of the Service, violate any Applicable Law;
You represent and warrant that your Account, your content and materials and any offering you sell through use of the Service will be true, accurate, and complete, and will not violate any Applicable Law or rights of third parties;
You will comply with all Applicable Law (including but not limited to obtaining and complying with the requirements of any registrations, filings, disclosures, notices, licenses or permits that may be necessary) in your use of the Service and your performance of obligations under these Terms;
You will, and will ensure that you and your employees, agents representatives and service providers will, comply with all Applicable Law.
7. User Conduct
Users are responsible for their conduct using the Service and for their compliance with all Applicable Law. You agree that you will not violate any Applicable Law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Service.
You also agree that you will not:
Use or attempt to use another user’s Account without authorization from such user;
Pose as another person or entity;
Claim an Raze username for the purpose of reselling it or otherwise engage in name squatting;
Access the Service from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Service, unless you have our written permission first;
Distribute spam, including through sending unwanted messages to other users;
Use the Service – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Service in any manner;
Bypass or ignore instructions that control access to the Service, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to Raze;
Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality;
Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
Sell or resell the Service or attempt to circumvent any Fees or Fee systems;
Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that Raze might use to sort search results;
Use the Service or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
Use the Service for money laundering, terrorist financing, or other illicit finance;
Use the Service from a country sanctioned by the government of the United States or to facilitate transactions involving individuals sanctioned by the government of the United States or located in sanctioned countries;
Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments;
Use the Service to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
Infringe or violate the intellectual property rights or any other rights of others;
Create or display illegal content, such as content that may involve child sexual exploitation;
Use the Service for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates the Terms of Service;
Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service.
8. Indemnification; Release of Certain Claims
By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by Applicable Law, to indemnify, defend, and hold harmless Raze, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Raze Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (A) your access to and/or use or misuse of the Service or any Content, including without limitation, your use of the Service in connection with any transaction in securities and any content that you post on or through the Service, (B) any Feedback you provide, (C) a violation or breach by you or any User Representative of any provision of these Terms, including without limitation, a breach of any representations, warranties or agreements set forth herein, (D) your violation of Applicable Law or the rights of or obligations to a third party, including another user or third-party, (E) any aspect of a transaction between you and any Investor, including but not limited to participation in any offering you provide, fraudulent transactions, alleged or actual violation of Applicable Law governing such offering, (F) any third-party products or services purchased by you on or through the Service; and (G) your negligence or willful misconduct.
You agree to promptly notify Raze of any Claims and cooperate with the Raze Parties in defending such Claims. You further agree that the Raze Parties shall have control of the defense or settlement of any Claims. You will be responsible for any breach of these Terms by your affiliates, agents, subcontractors or other users of your Account and will be liable as if it were your own breach. Further, Raze is not responsible for any of your tax obligations or liabilities related to the use of the Service. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND Raze.
IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
This Section and any indemnification obligation herein will survive the termination of your use of the Service.
9. Disclaimers
YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND Raze EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. RAZE (AND ITS SUPPLIERS AND AFFILIATES) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. RAZE DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Raze WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE Raze PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD RAZE RESPONSIBLE FOR ANY BREACH OF SECURITY.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY LOSSES ARISING FROM OR RELATED TO BLOCKCHAIN OR DISTRIBUTED LEDGER TECHNOLOGIES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM OR RELATED TO: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE.
NO RAZE PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE OR ABNORMAL BEHAVIOR OF SOFTWARE (E.G., CRYPTOCURRENCY WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF CRYPTOCURRENCY, INCLUDING WITHOUT LIMITATION, NONFUNGIBLE TOKENS. NO RAZE PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN COMPATIBLE WITH THE SERVICE, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.
WE DO NOT GUARANTEE THAT THE SERVICE WILL BE SECURE OR FREE FROM BUGS OR VIRUSES.
You are responsible for configuring your information technology, computer programs and platform in order to access the Service. You should use your own virus protection software.
You are solely responsible for your use of the Service and for any information you provide, including compliance with Applicable Law, as well as the terms and conditions of these Terms.
We cannot promise that the use of the Service or Content, will not infringe the rights of any third party.
We reserve the right to provide the Service to your competitors and make no promise of exclusivity.
10. Assumption of Risk
By using the Service, you accept and acknowledge:
The Service relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.
We do not control the public blockchains that you may interact with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and Raze has no ability to reverse any transactions on the blockchain.
There are risks associated with using internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that Raze will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any blockchain network, however caused.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL RAZE OR ANY RAZE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE), EVEN IF FORESEEABLE AND EVEN IF RAZE OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RESULTING FROM (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT DISPLAYED ON OR THROUGH THE SERVICE, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF (OR YOUR INABILITY TO ACCESS AND USE) THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE CAUSED TO YOUR COMPUTER OR SOFTWARE OR INFORMATION STORED THEREON, (C) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OBTAINED ON OR THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE OR THROUGH THE SERVICE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, (F) UNAUTHORIZED ACCESS, USE OR ALTERATION OF ANY CONTENT, (G) EMAILS OR OTHER TRANSMISSIONS OR COMMUNICATIONS MADE TO YOU THROUGH THE SERVICE AND/OR (H) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR SERVICES POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF RAZE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, OR ANY RAZE PRODUCTS OR SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY RAZE IN THE LAST TWELVE (12) MONTHS FOR THE SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
ANY LIMITATION OF LIABILITY IN THESE TERMS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION; PROVIDED HOWEVER, THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THIS LIMITATION MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
12. Privacy Policy
You understand, acknowledge, and agree that the operation of certain features of the Service may require or involve the provision, use, and dissemination of various items of personally identifiable information, including without limitation personal contact information. Please refer to our Privacy Policy (found at https://Raze.finance/privacy-policy/) for information about how we collect, use, and share personal data about you. By submitting personal data through our Service, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy.
You further acknowledge that we may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g. a subpoena or other legal process). We may also share your information in situations involving potential threats to the physical safety of any person, violations of our Privacy Policy or these Terms; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of Raze, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.
We may share company names and the amount raised by companies using the Service to create aggregate data. This information is specifically used to create aggregate industry data of interest to you.
13. Monitoring of the Service
Raze reserves the right to view, monitor, and record your activity on the Service without notice to or permission from you. Raze’s provision of the Service is subject to existing laws and legal process, and nothing contained herein shall restrict or reduce Raze’s ability to comply with governmental, court, and law enforcement requests or requirements involving your use of the Service or information provided to or gathered by Raze with respect to such use.
14. Dispute Resolution; Arbitration
Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Raze and limits the manner in which you can seek relief from us. This Section does not govern disputes between users or between users and third parties. Raze does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.
Applicability of Arbitration Agreement. You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with Raze, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that (A) you or Raze may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and (B) you or Raze may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.
Dispute resolution process. You and Raze both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to: Raze Fintech, Inc., Attn: Legal Department, PO Box 89067 Tampa, FL 33689 with a copy to: Gregory M. Karch, greg@venturlylaw.com. Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if Raze is represented by counsel, its counsel may participate in the Conference as well, but Raze agrees to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding after participating in the dispute resolution process, you must send a letter requesting arbitration and describing your claim to our registered agent at Raze Fintech, Inc., Attn: Legal Department, PO Box 89067 Tampa, FL 33689 with a copy to: Gregory M. Karch, greg@venturlylaw.com. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and the JAMS Consumer Minimum Standards then in effect; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards then in effect. JAMS’s rules are available at jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS filing, administrative, hearing, and/or other fees and cannot obtain a waiver from JAMS, Raze will pay them for you if you complied with the dispute resolution process set forth above. In addition, Raze will reimburse all such JAMS filing, administrative, hearing, and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous or you did not comply with the dispute resolution process set forth above, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses. You may choose to have the arbitration conducted by telephone or videoconference, based on written submissions, in person in your hometown area (if you live in the United States), or at another mutually agreed upon location that is reasonably convenient to you. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Raze. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND RAZE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Raze are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the second paragraph of this Section 15, above (“Applicability of Arbitration Agreement”). An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this Section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Raze agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this paragraph’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in Hillsborough County in the State of Florida. All other claims shall be arbitrated.
Severability. Except as provided in this Section 15, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Raze.
Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Raze makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to Raze at the following address: Raze Fintech, Inc., Attn: Legal Department, PO Box 89067 Tampa, FL 33689 with a copy to: Gregory M. Karch, greg@venturlylaw.com.
15. Governing Law and Venue
These Terms and your access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of the State of Florida (without regard to conflict of law rules or principles of the State of Florida, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in Section 15 or cannot be heard in small claims court, shall be resolved in the state or federal courts of Hillsborough County in the State of Florida and the United States, respectively, sitting in the State of Florida.
16. Term & Termination
These Terms take effect (or retake effect) at the moment you first access or use the Service. Raze reserves the right, in its sole discretion, at any time, and for any reason or no reason – including, without limitation, any reasonable belief of fraudulent or unlawful activity, or if Raze reasonably suspects or determines that you are in violation of these Terms – to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Service (or any part of the foregoing), or discard any materials within the Service. Raze may also in its sole direction and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any suspension or termination of your access to the Service under any provision of these Terms may be effected without prior notice.
These Terms terminate automatically if you fail to comply with any provision hereof, subject to the survival rights of certain provisions identified below. You may also terminate these Terms at any time by ceasing to use the Service, but each re-access or renewed use of the Service will reapply these Terms to you. Upon termination or expiration of these Terms for any reason, all licenses granted by Raze hereunder shall immediately terminate, and you must immediately cease all use of the Service.
YOU ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF ANY SUCH SUSPENSION OR TERMINATION DESCRIBED IN THIS SECTION, RAZE SHALL HAVE NO LIABILITY OR OBLIGATION TO YOU IN SUCH EVENT AND THAT YOU WILL NOT BE ENTITLED TO A REFUND OF ANY AMOUNTS THAT YOU HAVE ALREADY PAID TO US.
17. Severability
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
18. Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to Raze for which monetary damages would not be an adequate remedy and Raze shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
19. California Residents
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
20. Export Laws
You agree that you will not export or re-export, directly or indirectly, the Service, and/or other information or materials provided by Raze hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Service may not be exported or re-exported (A) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (B) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable export laws and regulations.
21. OFAC Compliance
The U.S. Department of the Treasury, through the Office of Foreign Assets Control (“OFAC”), prohibits U.S. companies from engaging in all or certain commercial activities with certain sanctioned countries (each a “Sanctioned Country”) and certain individuals, organizations or entities, including without limitation, certain “Specially Designated Nationals” (“SDN”) listed by OFAC. If you use the Service, you expressly represent that you are not located in a Sanctioned Country and are not listed as an SDN. If Raze determines that the Service is being used by prohibited persons, it will take any and all actions to terminate you from access to the Service.
22. Survival
All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Raze or you, including but not limited to the provisions of these Terms concerning Raze’s proprietary rights, licenses to Feedback, disclaimers of warranty and liability, limitations of liability, waiver and severability, entire agreement, indemnification rights, injunctive relief, and governing law. Termination will not limit any of Raze’s other rights or remedies at law or in equity.
23. Electronic Signature Consent; Electronic Communications
You agree your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide Raze, or in accessing or making any transaction regarding any agreement, acknowledgment, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as your “E-Signature”), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third-party verification is necessary to validate your E-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and Raze. You further agree that each use of your E-Signature in obtaining an Account with Raze your agreement to be bound by the Terms.
By creating an Account, you consent to receive electronic communications from Raze (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us. We may also send you promotional communications via email we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Service and you may opt out of these communications through the Service or through your mobile device’s operating system (with the possible exception of important service announcements and administrative messages) by following the unsubscribe instructions provided. You agree that all such electronic communications constitute valid legal notices satisfying any requirement that such notices be in writing.
24. Cryptocurrency Wallets
ALL CRYPTOCURRENCY TRANSACTIONS INITIATED THROUGH THE SERVICE ARE FACILITATED AND RUN BY THIRD-PARTY ELECTRONIC WALLET PROVIDERS OR EXTENSIONS (SUCH AS METAMASK). BY USING THE SERVICE, YOU AGREE THAT YOU ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY FOR THE APPLICABLE WALLET PROVIDER OR EXTENSION, TO THE EXTENT YOU ENGAGE IN ANY CRYPTOCURRENCY TRANSACTION ON OR THROUGH THE SERVICE.
25. Informational Materials
Raze may from time to time provide examples of agreements, documents and other general legal information and resources provided by us or third parties (“Informational Materials”); provided, however, that any Informational Materials provided as part of the Service are for example purposes only and may not be suitable to your circumstances. If you are not a lawyer, you should consult a lawyer regarding how any Informational Materials may affect or impair your legal rights. The Informational Materials available on or through the Service are provided for example purposes only and in no way should they be considered to be a substitute for the advice of a tax, accounting and/or legal advisor.
ALL INFORMATIONAL MATERIALS, IF ANY, MADE AVAILABLE AS PART OF THE SERVICE ARE PROVIDED “AS IS,” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, LEGAL EFFECT, ACCURACY, APPROPRIATENESS, COMPLETENESS, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
INFORMATIONAL MATERIALS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO ADDRESS YOUR PARTICULAR REQUIREMENTS AND ARE NOT INTENDED AS TAX, LEGAL, REGULATORY, ACCOUNTING OR INVESTMENT ADVICE. IN PARTICULAR, THE INFORMATIONAL MATERIALS AVAILABLE ON OR THROUGH THE SERVICE DO NOT CONSTITUTE ANY FORM OF ADVICE OR RECOMMENDATION BY US, SHOULD NOT BE REGARDED AS AN OFFER, SOLICITATION, INVITATION OR RECOMMENDATION TO BUY OR SELL INVESTMENTS, SECURITIES OR ANY OTHER FINANCIAL SERVICE AND ARE NOT INTENDED TO BE RELIED UPON BY YOU IN MAKING ANY SPECIFIC INVESTMENT OR OTHER DECISIONS. BY PROVIDING THE INFORMATIONAL MATERIALS WE ARE NOT ADVISING YOU TO TAKE ANY PARTICULAR ACTION BASED ON THE INFORMATION OR OPINIONS (IF ANY) CONTAINED THEREIN. PRIOR TO USING ANY INFORMATIONAL MATERIALS OR ENTERING INTO ANY TRANSACTION, WE RECOMMEND CONSULTING WITH YOUR OWN PERSONAL TAX, ACCOUNTING AND/OR LEGAL ADVISORS BEFORE MAKING ANY SUCH DECISION.
RAZE DOES NOT ENGAGE IN THE PRACTICE OF LAW. NO ASPECT OF THE SERVICE SHOULD BE CONSTRUED AS AN ATTEMPT TO OFFER OR RENDER LEGAL SERVICES AND OUR EMPLOYEES ARE NOT ACTING AS YOUR COUNSEL.
NO PART OF THE SERVICE SHOULD BE APPLIED TO ANY SPECIFIC OR GENERAL FACTUAL SITUATION. USE OF THE SERVICE DOES NOT CREATE OR CONSTITUTE AN ATTORNEY-CLIENT RELATIONSHIP. ALL INFORMATIONAL MATERIALS AVAILABLE ON OR THROUGH THE SERVICE SHOULD BE MODIFIED TO COMPLY WITH ALL APPLICABLE LAW. YOU UNDERSTAND THAT YOU ARE USING ANY AND ALL INFORMATIONAL MATERIALS AVAILABLE AS PART OF THE SERVICE OR ON OR THROUGH THE SERVICE AT YOUR OWN RISK.
26. Miscellaneous
Entire Agreement. These Terms constitute the entire agreement between you and Raze relating to your access to and use of the Service. Raze will be permitted to assign these Terms without notice to you or consent from you.
Modification to the Services. Raze reserves the right in its sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Service (or any features or parts thereof) at any time and without liability as a result.
Modification of these Terms. Raze reserves the right to change or modify these Terms at any time and at our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.
Supplemental Terms. Because we have a growing number of services, we may need to provide additional terms for specific services in the future (and such services are deemed part of the “Service” hereunder and shall also be subject to these Terms). Those additional terms and conditions, which are available with the relevant service, then become part of your agreement with us if you use those services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.
Assignment. You will have no right to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without Raze’s prior written consent, to be given or withheld in Raze’s sole discretion.
Waiver. Raze’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Headings. The section headings used herein are for reference only and shall not be read to have any legal effect.
Service Location. The Service is operated by us in the United States. Those who choose to access the Service from locations outside the United States do so at their own initiative and are responsible for compliance with Applicable Law. You and Raze agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
Independent Contractors. The relationship between you and Raze under these Terms is that of independent contractors, and nothing herein or in your use of the Service shall be construed as creating any joint venture, partnership, employment, or agency relationship.
Subcontractors. Raze, in its sole discretion, reserves the right to subcontract performance of all or any portion of the Services to a third party subcontractor of its choosing, provided that Raze will use good faith efforts to engage only subcontractors that have the requisite skills to perform any subcontracted obligations in accordance with these Terms. You acknowledge and agree that in order to use or continue using any subcontracted Services, you may be required to enter into a separate agreement with such subcontractor.
No Third Party Beneficiaries. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
Documentation. You agree to provide to Raze such documents and evidence as required in relation to and based on Applicable Law and Raze’s own internal guidelines relating to the verification of the identity and knowledge of its users.