RazorChat: Terms of Use

Razorchat: Terms of use

These Terms of Use (hereinafter referred to as the "Agreement") are provided by the following organization (hereinafter referred to as the "Company"): Razorchat Technologies LLC. This document outlines and specifies the terms that govern your use of razorchat.com, secure.razorchat.com along with any other websites associated with the Razorchat service (hereinafter referred to as the "Service"). Please ensure that you read and understand the entirety of this document, as well as have a lawyer's assistance if you desire, because each of the terms listed in this Agreement are important to our working relationship going forward.

Definitions

The parties referred to in this Agreement shall be defined as follows:

(a)

Company, Us, We: As we describe above, we'll be referred to as the Company. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.

(b)

You, the User: You will be referred to as the "User." You'll also be referred to throughout this Agreement with second-person pronouns such as you, your, or yours.

(c)

Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."

(d)

Service: Any service provided to you by the Company will be referred to as the "Service."

(e)

Website: Any websites associated with the Service, including "razorchat.com" and "secure.razorchat.com," will be referred to as the "Website."

Assent & acceptance

By accepting these terms, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by these terms, please leave the Website immediately.

General provisions

Governing law: This Agreement and any separate agreements whereby we provide you Service shall be governed by and construed in accordance with the laws of the state of New York.

Waiver of jury trial; Arbitration: The Parties hereby waive any right to jury trial in connection with any action or litigation in any way arising out of or related to the Service or this Agreement. All claims and disputes arising under or relating to the Service or this Agreement are to be settled by binding arbitration in the state of New York or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.

Indemnification: You agree to indemnify, defend and hold harmless the Company and our directors, officers, employees, contractors, and interns harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of this Agreement or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

Severability: In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.

Entire agreement: This Agreement and any policies or operating rules posted by the Company on the Website constitutes the entire agreement and understanding between you and the Company and govern your use of our Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and the Company (including, but not limited to, any prior versions of this Agreement).

Warranties & disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS” AND NEITHER THE COMPANY NOR ANY THIRD-PARTY PROVIDER MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY AND ANY THIRD-PARTY PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR OF NON-INFRINGEMENT, AND ANY WARRANTY THAT IT CAN HANDLE UNEXPECTED CHAT VOLUMES (AS APPLICABLE), IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN ADDITION, NEITHER THE COMPANY NOR ANY THIRD-PARTY PROVIDER PROVIDES LEGAL OR REGULATORY ADVICE IN CONNECTION WITH THE SERVICE.

Limitation of liability

As a condition of use of the Service, you agree that neither the Company, nor any officer, affiliate, director, shareholder, agent, contractor or employee of the Company (the “Company Affiliates”), will be liable to you or any third party for any direct, indirect, incidental, special, punitive, or consequential damages, loss of profits, loss of earnings, loss of business opportunities, damages, expenses, or costs resulting directly or indirectly from, or otherwise arising in connection with the Website or Service; including but not limited to any of the following: Reliance, Termination, Infringement, Force Majeure. The limitations set forth in this section apply to acts, omissions, negligence, and gross negligence of Company and/or the Company Affiliates, which, but for this provision, would give rise to course of action in contract, or any other legal doctrine.

The Company shall not be liable for any direct, indirect, incidental, punitive, special, multiple, or consequential damages resulting from the use or inability to use the Services or for cost of procurement or substitute goods and services or resulting from any products or services purchased or obtained through the Website including loss of profits, use, data or intangible property, even if the Company has been advised of the possibility of such damages.

THE ENTIRE LIABILITY OF THE COMPANY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE WEBSITE OR SERVICE IS LIMITED TO THE LESSER OF (1) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICE DURING THE THREE (3) MONTHS PRECEDING THE DATE OF YOUR CLAIM; OR (2) $500.00 USD. YOU HEREBY RELEASE THE COMPANY AND THE COMPANY AFFILIATES FROM ANY ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.

Prohibited uses

You agree not to use the Website or Service for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Website or Service in any way that could damage the Website, Service or the general business of the Company. You further agree not to use the Website or Service:

(a)

To harass, abuse, or threaten others or otherwise violate any person's legal rights;

(b)

To violate any intellectual property rights of the Company or any third party;

(c)

To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

(d)

To perpetrate any fraud;

(e)

To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

(f)

To publish or distribute any obscene or defamatory material;

(g)

To publish or distribute any material that incites violence, hate, or discrimination towards any group;

(h)

To unlawfully gather information about others.

Termination

The obligations and liabilities of the Parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

This Agreement is effective unless and until terminated by either you or the Company. You may terminate this Agreement at any time by notifying the Company that you no longer wish to use our Services, or when you cease using the Website.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of this Agreement, we also may terminate this Agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Service.

Contacting us

If there are any questions regarding this Agreement, you may contact us at legal@razorchat.com.

Changes to these provisions

We reserve the right, at our sole discretion, to update, change or replace any part of this Agreement at any time by posting updates and changes to the Website. It is your responsibility to check the Website periodically for changes. Your continued use of or access to the Website or Service following the posting of any changes to this Agreement constitutes acceptance of those changes.

Last modified: March 7th, 2024