END USER LICENSE AGREEMENT

This End User License Agreement ("Agreement") constitutes a binding contract between you, the customer (or the customer on whose behalf a service provider, such as an agency, is) purchasing the Product ("You" and "Your") and Wasabitoys, Inc. ("Wasabitoys", "we", "us" and "our").

By placing Your order via the Checkout (defined below), or by otherwise accessing or using the Product, You acknowledge that You have read, understood, and agree to be bound by the following (the date of such occurrence being the "Effective Date"):

This Agreement; and

Other supplemental terms and policies referenced herein, which are stated to be incorporated into, and made a part of, this Agreement by reference.

If You do not agree with any of the terms and conditions of this Agreement, do not place Your order and do not otherwise access or use the Product.

Under this Agreement, You are purchasing a Product ("Purchase"). Under Your Purchase, You receive a one-time product from Wasabitoys.


DEFINITIONS AND INTERPRETATION
This Agreement contains a range of capitalized terms, some of which are defined in this Section, and some of which are defined elsewhere. The Section headings in this Agreement are for convenience of reading only, so do not rely upon them for interpretation. As used in this Agreement "You" means either you personally or, if you are entering into this Agreement on behalf of an entity (for example, if you are subscribing using an entity's email domain), such entity, and in such case you represent that you have the authority to bind such entity to this Agreement.

"Affiliate" means with respect to Wasabitoys, any person, organization or entity controlling, controlled by, or under common control with, Wasabitoys, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities or by contract or otherwise.

"Checkout" means the online checkout form which You submit(ted) for Your Purchase. Your order is subject to our Acceptance (defined below), and once Accepted the order is hereby incorporated into, and made a part of this Agreement, by reference.

"Product" means the physical product or service (such as, but not limited to Toys or Accessories) specified in the Checkout. References herein to "Product" shall also include any of its related documentation, as well as any updates and upgrades provided by the Vendor.

"Site" means the digital property or service (such as a website, browser extension, mobile app, etc.) owned or operated by You or Your client for which You are using the Product.


ORDERING, REFUND POLICY AND TRIALS
Your submitted order is only an offer, and is subject to our acceptance of it ("Acceptance"). Acceptance only occurs at such time that we have done both of the following:

as applicable (depending on the type of Product), provided You with confirmation(s) and received full payment (as confirmed by us or our payment service provider) of the purchase price of your order through settlement of funds via your provided payment method.

We may, without liability, reject Your order, or otherwise cancel Your order at any time and for any lawful reason prior to Acceptance (for example if we are unable to process or fulfill the order), and in such cases we will refund Your payment. Prior to Acceptance, an e-mail acknowledgement of your order may be generated (but such acknowledgement does not constitute Acceptance of your order). FOLLOWING ACCEPTANCE, AN ORDER IS FINAL, NON-CANCELABLE, AND ORDER PAYMENTS ARE NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE FOLLOWING REFUND POLICY ("Vendor Refund Policy"), which is hereby incorporated into, and made a part of, this Agreement by reference:

Wasabitoys may (but shall not be obligated to) send You an email reminder of the upcoming payment two (2) or more days prior to the delivery of the product. You acknowledge that such a reminder would only be a courtesy, and You alone are responsible for taking any action before a payment takes effect.


PAYMENT AND PRICING
Fees. If or once You have purchased a product, You agree to pay all fees stated after the Checkout which will be notified by (but not limited to) email, text messages, etc; and in accordance with its payment terms. Following receipt of Your order, You authorize Wasabitoys (either directly and/or through third parties) to request and collect payment (or otherwise charge, refund or take any other billing actions) from our payment provider or Your designated banking account, and to charge Your payment method, as well make any inquiries Wasabitoys deems necessary to validate Your designated payment account or financial information, in order to ensure prompt payment (including for the purpose of receiving updated payment details from Your payment, credit card or banking account provider - such as (but not limited to) updated expiry date as may be provided to us by Your credit card company).

Wasabitoys shall not be responsible or liable (such as for bank fees) in the event any charge causes a negative balance in Your bank or payment account.

Refunds. Except where there has been a duplicate charge to Your payment method (in which case Wasabitoys may, but is not obligated to, determine Refund eligibility): You acknowledge and agree that any refunds, cancellations, and returns (collectively, "Refunds") for the Product are subject to the Vendor Refund Policy only, and that, even though Wasabitoys may assist or otherwise be involved in administering Refunds eligibility for Refunds is determined solely by Vendor (and not Wasabitoys), and accordingly any Refund requests must be made directly to the Vendor. Failure by Vendor to respond to a Refund request or inquiry (for example, if Vendor ceases to do business) shall not give rise to or impose any obligation or liability on Wasabitoys.

Price Changes; Products are subject to price change without your prior consent. Wasabitoys is not obligated, but may inform you of any changes on the product price.

General. Pricing for the Product is exclusive of all applicable sales, use, consumption, VAT, and other taxes, duties or governmental charges, except for taxes based upon Wasabitoys' net income. Unless expressly stated otherwise in the Checkout, all amounts payable under this Agreement:

are stated, and are to be paid, in Philippine Pesos;

are payable in advance (accordingly to the applicable billing cycle); and

are non-refundable (subject to the Vendor Refund Policy), and are without any right of set-off or cancellation.


TERM AND TERMINATION

Cancellation by You. You may cancel Your Purchase at any time and for any reason, via the functionality offered. If You cancel the Purchase, the cancellation will be manually reviewed by Wasabitoys. You will not be entitled to any refund in cases where any payment is already made.


DISCLAIMER OF WARRANTIES
THE PRODUCT, AS WELL AS ANY OTHER ITEMS OR SERVICES PROVIDED BY WASABITOYS ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY WASABITOYS AND ITS LICENSORS AND SUPPLIERS (INCLUDING WITHOUT LIMITATION THE VENDOR).


LIMITATION OF LIABILITY
IN NO EVENT SHALL WASABITOYS ANY WASABITOYS AFFILIATE, OR ANY OF OUR LICENSORS OR SUPPLIERS (INCLUDING WITHOUT LIMITATION THE VENDOR) BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:

ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;

ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS;

ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR

THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

THE COMBINED AGGREGATE LIABILITY OF WASABITOYS AND ALL WASABITOYS AFFILIATES, AS WELL AS THE VENDOR, UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO WASABITOYS UNDER THIS AGREEMENT FOR THE APPLICABLE PRODUCT THAT GAVE RISE TO LIABILITY.

THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF WASABITOYS A WASABITOYS AFFILIATE, OR THE VENDOR HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT LIABILITY.

INDEMNIFICATION
If any third party (including, but not limited to, a regulatory or governmental authority) brings any kind of demand, claim, suit, action or proceeding against Wasabitoys, a Wasabitoys Affiliate, the Vendor, and/or any of our or their respective directors, officers, employees, or representatives (each, an "Indemnitee"), and it is based upon or arises from:

Your use of the Product;

Your breach under any contract You may have with a Vendor; and/or

Your breach of any provision of this Agreement

(each of the foregoing, an "Indemnity Claim") then, upon written request by Wasabitoys (to be decided in our sole discretion), You agree to assume full control of the defense and settlement of the Indemnity Claim; provided, however, that (c) Wasabitoys reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Indemnity Claim, and in such cases You agree to reasonably cooperate with Wasabitoys' defense activities at Your own cost and expense; and (d) You shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s).

In addition, and regardless of whether (or the extent to which) You controlled or participated in the defense and/or settlement of an Indemnity Claim, You agree to indemnify and hold harmless the Indemnitee(s) for and against: (e) any costs and expenses (including reasonable attorneys' fees) incurred by the Indemnitee(s) in the defense of the Indemnity Claim; and (f) any amounts awarded against, or imposed upon, the Indemnitee(s) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including without limitation any fines or penalties).

GOVERNING LAW
This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of San Juan, Metro Manila, Philippines without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement and are hereby disclaimed.

DISPUTE RESOLUTION
Please read this Section carefully.

Mandatory, Bilateral Arbitration. YOU AND Wasabitoys AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT (EACH, A "Dispute") SHALL BE RESOLVED ONLY BY FINAL AND BINDING BILATERAL ARBITRATION, except that each party retains the right to bring an individual action in a small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's Intellectual Property Rights. This agreement to arbitrate is intended to be broadly interpreted.

Arbitration Rules and Governing Law
Notwithstanding Your and Wasabitoys' agreement that Metro Manila law governs this Agreement and its validity, interpretation and application, You and Wasabitoys hereby further agree that the Federal Arbitration to this agreement to arbitrate, and governs all questions of whether a Dispute is subject to arbitration.


No Class Arbitrations
THIS ARBITRATION AGREEMENT DOES NOT ALLOW CLASS ARBITRATIONS. RATHER, YOU AND Wasabitoys ARE ONLY ENTITLED TO PURSUE ARBITRATION ON AN INDIVIDUAL BASIS. FURTHER, AND UNLESS YOU AND Wasabitoys EXPRESSLY AGREE OTHERWISE IN WRITING IN RESPECT OF A DISPUTE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL PARTY'S DISPUTE WITH ANY OTHER PARTY'S DISPUTE(S), AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR COLLECTIVE PROCEEDING.

The Arbitrator's Decision
The arbitrator will be subject to this Agreement, and shall not make any decision or award that is in excess of, or contrary to, what this Agreement provides. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. In the event any litigation should arise between You and Wasabitoys in any court of competent jurisdiction in a proceeding to vacate or enforce an arbitration award, YOU AND Wasabitoys HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the proceeding be resolved by a judge. The arbitrator may award declaratory or injunctive relief only in favor of the plaintiff/claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If You prevail in arbitration You will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable Law. Wasabitoys will not seek, and hereby waives all rights Wasabitoys may have under applicable Law, to recover attorneys' fees and expenses if Wasabitoys prevails in arbitration, unless You assert a frivolous claim.


MISCELLANEOUS
Entire Agreement. This Agreement represents the entire agreement between You and Wasabitoys with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between You and Wasabitoys with respect to such subject matter. You acknowledge and agree that in entering into this Agreement You have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement, such as statements and explanations in any FAQs, summaries or explanatory guides regarding this Agreement, or other marketing material on the Wasabitoys or Vendor websites. To the extent of any conflict or inconsistency between these terms and conditions on the one hand, and the Checkout on the other hand, the former shall prevail. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement, You hereby irrevocably waive, to the maximum extent legally permitted, any law applicable to You requiring that the Agreement be localized to meet Your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. We may be able (but are not obligated) to provide You with copies of this Agreement on written request; however, please be sure to print a copy of this Agreement for Your own records.

Assignment. Wasabitoys may assign this Agreement (or any of its rights and/or obligations hereunder) without Your consent, and without notice or obligation to You. This Agreement is personal to You, and, except as permitted by this Agreement, You may not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without Wasabitoys' express prior written consent. Any prohibited assignment shall be null and void.

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties hereto agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such illegality, invalidity or unenforceability), and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.

Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by You, emails will be acceptable; for waivers by Wasabitoys, the writing must be duly signed by an authorized representative of Wasabitoys), and shall be valid only in the specific instance in which given.

Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.

Notices. You agree that Wasabitoys may send You notices by email and/or by regular mail. Except as stated otherwise in this Agreement or required by law applicable to You, You agree to send all notices to Wasabitoys, to support@Wasabitoys.com.

No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement (such as Wasabitoys Affiliates, Wasabitoys' licensors and suppliers (including without limitation the Vendor), and Indemnitees), there shall be no third-party beneficiaries of or under this Agreement.

Force Majeure. Wasabitoys shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond Wasabitoys' reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Service shall not be deemed within Wasabitoys' reasonable control.