Bazo, Inc.

BUYER TERMS OF USE (the “Terms”)

Last Updated: August 1, 2023

Please read these Terms to learn the rules and obligations governing your use of the Service. If you have questions about these Terms or the Service please email us at support@bazo.co.

These Terms are a legally binding agreement between Bazo, Inc. (the “Company”, “we” “Bazo” or “us”) and yourself (“Buyer” or “you”), which govern your participation in a ‘Name Your Own Price’ auction (an “NYOP”), a ‘Pre-Order Campaign’ (a “Pre-Order Campaign”) or other gamified selling methods (“Gamified Sale”) run on an e-commerce website that utilizes Bazo’s application and software to manage such NYOP and/or Pre-Order Campaign and/or other gamified selling method (each such site, a “Merchant Site,” the owner/operator of such site, a “Merchant” and Bazo’s application and software used to operate an NYOP and/or Pre-Order Campaign and/or Gamified Sale on such Merchant Site, the “Service”). 

1. Consent to the Terms.

a. Consent to the Terms and Privacy Policy. By participating in an NYOP, Pre-Order Campaign or Gamified Sale managed by the Service, you represent that you have read, understood, accepted and agreed to be bound by these Terms. If you do not agree to these Terms, you are not permitted to participate in any such Pre-Order Campaign, NYOP or Gamified Sale.  Your participation in an NYOP and/or Pre-Order Campaign and/or Gamified Sale is conditional on your consent to and compliance with these Terms. Without derogating from any other remedies available under these Terms or at law, failure to comply with these Terms entitles each of Bazo and the Merchant to cancel your participation in any NYOP, Pre-Order Campaign or Gamified Sale.

b. Acting on Behalf of a Legal Entity. If you are participating in an NYOP, Pre-Order Campaign or Gamified Sale on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, please note that the terms “you” and “Buyer” also include any company/corporation or other entity/organization on whose behalf you are accepting these Terms. If you do not have the requisite authority to bind such legal entity, you may not accept these Terms and/or use the Service on behalf of any company or other entity/organization.

c. Legal Capacity. You declare that by acceptance of these Terms and/or by participating in a Pre-Order Campaign, NYOP or Gamified Sale you are of legal age to form a binding contract with Company, and in any case, at least 18 years of age and if you do not meet the above conditions you are prohibited from participating in an NYOP, Pre-Order Campaign or Gamified Sale. Please be aware that we are not and shall not be held liable for any breach of this requirement.

d. Modification of the Terms. We may modify the Terms at any time, at our sole discretion, by posting the modified Terms at the following link: http://bazo.co/purchaser-terms. It’s important that you review the Terms on a regular basis.

 

 2. NYOPs

a. General Terms. In an NYOP, you make a bid (a “Bid”) at a price (exclusive of applicable taxes, shipping costs and other fees) that you determine (the “Bid Price”) for any item(s) that the Merchant has included in the applicable NYOP (each, an “Item”). When making a Bid, you will be required to provide credit card or bank card (a “Card”) and shipping information, and, upon submission of the Bid, a hold or vault may be placed on your Card for the Bid Price plus any applicable shipping, taxes and fees determined by the Merchant at its discretion (the “Total Price”) until the Bid, or a Counter-Offer (as defined below), is finalized and a purchase transaction completed. If the Bid is accepted for processing by the Merchant, you will be charged the Total Price and the purchase will be processed and completed. If the Bid is rejected, the hold or vault on your Card will be released. The Merchant may also make a counter-offer to your Bid (a “Counter-Offer”). You will have the option to accept the Counter-Offer, in which case such acceptance by you will constitute a new Bid, subject to the terms of a Bid, or reject the Counter-Offer, in which case the hold or vault will be released. 

b. Your Promise to Pay (Bids are Binding). By submitting a Bid you make an offer to the Merchant which, once accepted for processing, becomes a binding contractual obligation to make payment and complete the purchase of the relevant Item(s). You hereby authorize Bazo, the Merchant and/or their third-party payment processors to charge your Card until the Total Price has been paid and, in the event such charge is unsuccessful, you hereby undertake and covenant to provide an alternative Card and to immediately pay the Total Price.   

 

 3. Pre-Order Campaigns

a. General Terms. In a Pre-Order Campaign, you can make an offer (an “Order Request”) to purchase an item made available for pre-order by a Merchant (a “PO Item”) at the price set by the merchant (the “PO Price” and, together with any applicable taxes, shipping and fees, to be determined by the Merchant at its discretion, the “PO Total Price”). By submitting an Order Request you promise to purchase the applicable PO Item and to pay the PO Total Price for such purchase if such Order Request is accepted for processing by the Merchant. When submitting an Order Request, you will be required to provide Card information and shipping information and your Card will be either charged a percentage (up to 100%) of the PO Total Price as determined by the Merchant and indicated to you prior to completing the Order Request or a hold or vault may be placed on your Card. Upon accepting your Order Request for processing, your Card will be charged any remainder of the PO Total Price not charged upon submission and the PO Item will be sent to you pursuant to the Merchant’s shipping terms. The Merchant may, at its discretion, decide not to accept your Order Request at any time at which point the amount charged to your Card will be refunded and any hold or vault will be released. 

b. Your Promise to Pay (Order Requests are Binding). By submitting an Order Request you make an offer to the Merchant which, once accepted for processing, becomes a binding contractual obligation to pay the remaining unpaid amount of the PO Total Price, if applicable, and to complete the purchase of the relevant PO Item(s). You hereby authorize Bazo, the Merchant and/or their third-party payment processors to charge your Card the applicable portion of the PO Total Price immediately upon submitting your Order Request or to place a hold or vault on your Card and to charge your Card the remaining unpaid portion of the PO Total Price once your Order Request has been accepted for processing. In both cases, in the event such charge is unsuccessful, you hereby undertake and covenant to provide an alternative Card to immediately pay all amounts due.

 

 4. Relationship Between You, Bazo and Merchant.

All purchases made as part of an NYOP, Pre-Order Campaign or Gamified Sale are transactions between you and the Merchant. Bazo simply acts as an agent of the Merchant to help operate NYOPs, Pre-Order Campaigns and Gamified Sales. As such, all refunds, cancellations, returns, exchanges, currency conversion issues, shipping issues, fulfillment issues, tax determinations and other items related to your purchases are matters solely between you and the Merchant and subject to the Merchant’s terms and policies. Bazo takes no responsibility and you hereby release Bazo from any claims or liability with respect to the aforementioned.  You further acknowledge that Items and PO Items are not owned or sold by Bazo, but by the applicable Merchant. Bazo is not party to any agreement for the sale of products (including Items and PO Items) and is not responsible to you in any way in respect of the Items and PO Items (including in relation to the delivery or the quality of such products). BUYER HEREBY WAIVES ANY CLAIMS AGAINST COMPANY AND RELEASES COMPANY FROM ANY LIABILITY WITH RESPECT TO THE ITEMS ADDRESSED UNDER THIS SECTION 4 AND ACKNOWLEDGES THAT ITS SOLE RECOURSE WITH RESPECT TO THE ABOVE LIE WITH THE APPLICABLE MERCHANT. 

 

 5. Collection & Use of Information. 

a. Buyer Information. With respect to Buyers, Bazo is a data processor who processes data collected from Buyers on behalf of Merchants, pursuant to the terms set out in our Merchant Terms of Use available at http://bazo.co/merchant-terms. With respect to Buyers the applicable Merchant is the data controller responsible for obtaining Buyer consent for the collection and use of Buyer information. You can see Bazo’s Privacy Policy at  https://bazo.co/privacy for your reference, which outlines what information Bazo collects and processes on behalf of Merchants. For further information and for any questions related to the collection and/or use of your personal information, please review the Terms of Use/Terms of Service and/or Privacy Policy of the applicable Merchant or contact the Merchant directly.

b. Contacting Buyers. You hereby permit Bazo to contact you using telephone (including automated dialing services), text message, email and any other form of communication via the information you provide to Bazo and/or the Merchant, for the purposes of attaining information, processing payment, or taking any other steps necessary to complete a purchase pursuant to your Bid(s) and/or Order Request(s) as well as for the purpose of providing you further information and news regarding our products and services. You agree that we may monitor, record, retain and reproduce your telephone calls and any other communications you provide to us, regardless of how transmitted to us, for training, quality control, evidentiary and other purposes. However, we are not under any obligation to monitor, record, retain or reproduce such items, unless required to do so by applicable law.

 

 6. Representations & Warranties.

a. Mutual Representations. Each party represents and warrants to the other that it has full legal capacity to assume the rights and obligations hereunder, and that the performance of any and all of such party’s undertakings and obligations hereunder, does not and will not constitute any breach or violation of any contract, law, rule or regulation, by which such party is bound or to which such party is subject.

b. Buyer Representations. Buyer hereby represents and warrants that it understands these Terms and the obligations associated with submitting a Bid and/or an Order Request and undertakes to make full payment for all purchases pursuant to these Terms. Buyer further acknowledges that all purchases as part of an NYOP, Pre-Order Campaign or Gamified Sale are subject to the terms of the applicable Merchant as per Section 4 above. Buyer acknowledges that all purchases are between the Buyer and the Merchant and Buyer undertakes to address all disputes regarding a purchase directly with the applicable Merchant and not with the Company. 

 7. Exclusion from the Service.

a. Exclusion from Service. Bazo may exclude a Buyer from participating in an NYOP, Pre-Order or Gamified Sale if Bazo determines at its sole discretion that: (i) Buyer has breached any of its obligations, representations and/or warranties hereunder (ii) Buyer has failed to make any payment when due hereunder, or (ii) such actions are reasonably necessary in order to: (a) prevent any actual or potential adverse impact on Company’s ability to operate the Service and/or its business; (b) prevent any actual or potential damage to, or misuse, abuse or degradation of the integrity of Company property, systems or data; (c) comply with any applicable laws, including any judicial or governmental request or order; or (d) protect Company from actual or potential liability or harm to its reputation or business.

b. Pricing Errors: In the event of a pricing error on our website, Bazo reserves the right to correct the error and adjust the price of any affected product or service at any time, including after an order has been submitted. If a product or service is listed at an incorrect price due to a typographical error, system glitch, or other inadvertent mistake, we reserve the right to refuse or cancel any orders placed for the product or service at the incorrect price, even if the order has been confirmed and payment has been processed.

c. Liability for Exclusion. In no event will Company be liable to Buyer for any compensation, reimbursement, or damages on account arising from the Company’s prohibiting the Buyer from participating in any NYOP, Pre-Order Campaign or Gamified Sale.

 8. Intellectual Property Rights.

a. Rights to the Services. All right, title and interest in and to the Service and all materials, including but not limited to any computer software (in object code and source code form), data or information, any know-how, methodologies, equipment, or processes, used by Company to provide the Service, including without limitation all patent, copyright, trade secret and any other intellectual property rights therein are and shall remain the sole and exclusive property of Company.

b. Aggregated Information & Feedback. In addition to and without derogating from the terms of Section 5(a), Buyer agrees that Company may collect and/or generate aggregated, anonymized, and/or other non-personally identifiable information including data about Buyer and the Buyer’s usage of the Service (“Retained Information”), and use such information in order to perform its obligations under these Terms and provide the Service and/or to improve its products and/or services, as well as for its internal statistical or measurement purposes. In addition, any feedback, suggestions, ideas or other inputs that Buyer provides to Company and/or Merchant in connection with Service may be freely used by Company to improve or enhance its products and services and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by Buyer as aforesaid, shall vest solely with Company.

c. Prohibited Use. You hereby represent and warrant that you will not use the Service in any way that: 

1. violates any law or regulation; 
2. violates any contractual obligation applicable to you; 
3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; 
4. violates the security of any computer network or cracks any passwords or security encryption codes; 
5. runs any form of auto-responder or “spam” on the Services or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure); 
6. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services (through use of manual or automated means); 
7. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Service; or
8. involves accessing the Service for the purpose of testing features and functions or to develop a competing or similar product or service. 

 9. Limitations of Liability.

a. Disclaimer of Warranties. BUYER ACKNOWLEDGES THAT THE SERVICE IS BEING PROVIDED ‘AS IS’. OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (EVEN IF ON NOTICE OF SUCH PURPOSE), NON-INFRINGEMENT, SATISFACTORY QUALITY, THAT ANY OF BUYER’S OR OTHER DATA STORED WITH COMPANY WILL BE SECURE OR OTHERWISE NOT LOST OR DAMAGED, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

WITHOUT DEROGATING FROM THE ABOVE, IT IS FURTHER CLARIFIED THAT COMPANY DOES NOT GIVE ANY REPRESENTATIONS, WARRANTIES AND/OR GUARANTEES OF ANY KIND WITH RESPECT TO THE RESULTS OR OUTCOMES OF ANY BID OR ORDER REQUEST OR WITH RESPECT TO THE QUALITY OR ACCURACY OF ANY ITEMS PURCHASED FROM ANY MERCHANT THROUGH USE OF THE SERVICE.

b. Limitation on Type of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL COMPANY OR ANYONE ON ITS BEHALF BE LIABLE FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF ACTUAL OR ANTICIPATED REVENUE, BUSINESS, GOODWILL, REPUTATION, SAVINGS, PROFITS OR LOST OF DATA, IN CONNECTION WITH THESE TERMS AND THE SERVICE, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE BREACHING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE BUYER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, and so the above limitations may not apply to you. 

c. Limitation on Amount of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT WILL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE BUYER’S USE OF THE SERVICE, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF: (I) $1,000, AND (II) THE TOTAL AMOUNT ACTUALLY SPENT BY THE BUYER ON COMPLETED PURCHASES MADE THROUGH NYOPs, PRE-ORDER CAMPAIGNS AND GAMIFIED SALES ON THE SERVICE IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS HEREUNDER WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE BUYER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

 

10. Miscellaneous.

a. Governing Law. The laws of the State of Delaware govern these Terms and all matters arising from or relating hereto, without regard to conflict of law principles that would cause the application of the laws of any other jurisdiction. 

b. Notice. All notices permitted or required hereunder shall be in writing and shall be sent by email, if to Company to support@bazo.co and if to Buyer, to the email address provided when participating in an NYOP, Pre-Order Campaign or Gamified Sale; or at any other email address as either party may specify in writing. Any such notice will be deemed as received on the date of transmission of email, unless given not on a business day (i.e. – a day when banks in Delaware are open for business), in which case such notice shall be deemed as being given on the next business day.

c. Assignment. The Buyer may not assign any of its rights or obligations hereunder without the prior written consent of Company and any such attempted assignment shall be null and void. Company may assign any of its rights and obligations hereunder to any party.

d. Entire Agreement. The terms and provisions or these Terms, as may be amended by the Company from time to time pursuant to Section 1(d) herein, constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matter hereof. 

e. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be deemed limited, eliminated or revised to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable and, to the maximum extent possible, the original intent of the Terms be preserved.

f. Copyright Infringement Claims (DMCA Notice). In accordance with the DMCA, we reserve the right to block access to or remove material that we believe to be copyrighted material that has been illegally copied and distributed on the Service. If you believe that any material on the Service infringes your copyright, please send a copyright infringement notice to support@bazo.co. We will follow applicable law, including the terms of the DMCA, in addressing any notice of copyright infringement on our Services.  

 

g. Mandatory Arbitration

1. ANY CONTROVERSY OR CLAIM ARISING OUT OF RELATING TO THESE TERMS OR THE COMPANY’S ROLE IN ANY NYOP, PRE-ORDER CAMPAIGN OR GAMIFIED SALE WILL BE RESOLVED BY BINDING ARBITRATION CONDUCTED BEFORE ONE ARBITRATOR, RATHER THAN IN COURT. The arbitration shall be administered by the Judicial arbitration and Mediation Services (“JAMS”) pursuant to JAMS’ streamlined arbitration rules and procedures, if applicable, or otherwise pursuant to its comprehensive arbitration rules and procedures and in accordance with the expedited procedures in those rules (the “JAMS Rules”). Either party may initiate arbitration. The arbitration will be conducted in New York, NY and judgement on the arbitration award may be entered into by any court having jurisdiction thereof. Payment of all fees will be governed by JAMS Rules. 
2. ALL PARTIES WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY. 
3. You further agree that any dispute between you and Bazo will be addressed on an individual basis and YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION OR COLLECTIVE ACTION PROCEEDING AGAINST BAZO.

11. Feedback.

If you have any feedback about the Service, please contact Bazo at support@bazo.co. If you choose to provide us feedback, you agree that we are free to use such feedback without any restriction or compensation to you.