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TOOLWAGON® TERMS AND CONDITIONS

This Toolwagon Subscriber Agreement ("Agreement") is a legal document that explains your rights and obligations as a subscriber of Toolwagon from either Shanghai Zhouzhong Network Technology Company Limited.("Zhouzhong") . Toolwagon.com is operated and owned by JoyFun Co.Limited.Please read it carefully.

SECTION 11 CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. IT MAY AFFECT YOUR LEGAL RIGHTS. PLEASE READ IT.

1. REGISTRATION AS A SUBSCRIBER; APPLICATION OF TERMS TO YOU; YOUR ACCOUNT

Toolwagon is an online service offered by Zhouzhong.

You become a subscriber of Toolwagon ("Subscriber") by completing the registration of a Toolwagon user account. This Agreement takes effect as soon as you indicate your acceptance of these terms.

A. Contracting Party

For any interaction with Toolwagon other than the purchase of physical merchandise, your contractual relationship is with Zhouzhong. Except as otherwise indicated at the time of the transaction (such as in the case of purchases from another Subscriber in a Subscription Marketplace), any transactions for Subscriptions (as defined below) you make on Toolwagon are being made from Zhouzhong.

B. Subscriptions; Content and Services

As a Subscriber you may obtain access to certain services, software and content available to Subscribers. The Toolwagon client software and any other software, content, and updates you download or access via Toolwagon, including but not limited to Zhouzhongor third-party video games and in-game content, and any virtual items you trade, sell or purchase in a Toolwagon Subscription Marketplace are referred to in this Agreement as "Content and Services"; the rights to access and/or use any Contents and Services accessible through Toolwagon are referred to in this Agreement as "Subscriptions."

Each Subscription allows you to access particular Content and Services. Some Subscriptions may impose additional terms specific to that Subscription ("Subscription Terms") (for example, an end user license agreement specific to a particular game, or terms of use specific to a particular product or feature of Toolwagon). Also, additional terms (for example, payment and billing procedures) may be posted on http://www.toolwagon.com or within the Toolwagon service ("Rules of Use"). The Subscription Terms, the Rules of Use, and the ZhouzhongPrivacy Policy are binding on you once you indicate your acceptance of them or of this Agreement, or otherwise become bound by them as described in Section 8 (Amendments to this Agreement).

C. Your Account

When you complete Toolwagon's registration process, you create a Toolwagon account ("Account"). Your Account may also include billing information you provide to Zhouzhongfor the purchase of Subscriptions, Content and Services. You may not reveal, share or otherwise allow others to use your password or Account except as otherwise specifically authorized by Zhouzhong. Any use of your Account with your login and/or password is deemed made by you and you are responsible for it and for the security of your computer system. Zhouzhongis not responsible for the use of your password and Account or for all of the communication and activity on Toolwagon that results from use of your login name and password. You may not sell or charge others for the right to use your Account, or otherwise transfer your Account, nor may you sell, charge others for the right to use, or transfer any Subscriptions other than if and as expressly permitted by this Agreement (including any Subscription Terms or Rules of Use) or as otherwise specifically permitted by Zhouzhong.

2. LICENSES

A. General Content and Services License

Toolwagon and your Subscription(s) require the automatic download and installation of Content and Services onto your computer. Zhouzhonghereby grants, and you accept, a non-exclusive license and right, to use the Content and Services for your personal, non-commercial use (except where commercial use is expressly allowed herein or in the applicable Subscription Terms). This license ends upon termination of (a) this Agreement or (b) a Subscription that includes the license. The Content and Services are licensed, not sold. Your license confers no title or ownership in the Content and Services. To make use of the Content and Services, you must have a Toolwagon Account and you may be required to be running the Toolwagon client and maintaining a connection to the Internet.

For reasons that include, without limitation, system security, stability, and multiplayer interoperability, Toolwagon may need to automatically update, pre-load, create new versions of or otherwise enhance the Content and Services and accordingly, the system requirements to use the Content and Services may change over time. You consent to such automatic updating. You understand that this Agreement (including applicable Subscription Terms) does not entitle you to future updates, new versions or other enhancements of the Content and Services associated with a particular Subscription, although Zhouzhongmay choose to provide such updates, etc. in its sole discretion.

B. Beta Software License

Zhouzhongmay from time to time make software accessible to you via Toolwagon prior to the general commercial release of such software ("Beta Software"). You are not required to use Beta Software, but if Zhouzhongoffers it, you may elect to use it under the following terms. Beta Software will be deemed to consist of Content and Services, and each item of Beta Software provided will be deemed a Subscription for such Beta Software, with the following provisions specific to Beta Software:

Your right to use the Beta Software may be limited in time, and may be subject to additional Subscription Terms;

Zhouzhongor any Zhouzhongaffiliate may request or require that you provide suggestions, feedback, or data regarding your use of the Beta Software, which will be deemed User Generated Content under Section 6 (User Generated Content) below; and

In addition to the waivers and limitations of liability for all Software under Section 7 (Disclaimers; Limitations on Liability; No Guarantees; Limited Warranty) below, you specifically acknowledge that Beta Software contains errors, is not final and may create incompatibilities or damage to your computer, data, and/or software. If you decide to install and/or use Beta Software, you shall only use it in compliance with its purposes, i.e. for testing and improvement purposes and in any case not on a system or for purposes where the malfunction of the Beta Software can cause any kind of damage. In particular, maintain full backups of any system that you choose to install Beta Software on.

C. License to Use ZhouzhongDeveloper Tools

Your Subscription(s) may include access to various Zhouzhongtools that can be used to create content ("Developer Tools"). Some examples include: the Zhouzhongsoftware development kit (the "Quick macro") or in-game tools through which you can edit or create derivative works of a Zhouzhonggame. Particular Developer Tools (for example, The Quick macro) may be distributed with separate Subscription Terms that are different from the rules set forth in this Section. Otherwise, you may use the Developer Tools, and you may use, reproduce, publish, perform, display and distribute any content you create using the Developer Tools, however you wish, but solely on a non-commercial basis.

If you would like to use the Quick macro or other ZhouzhongDeveloper Tools for commercial use, please contact Zhouzhong.

D. License to Use ZhouzhongGame Content in Fan Art.

Zhouzhongappreciates the community of Subscribers that creates fan art, fan fiction, and audio-visual works that reference Zhouzhonggames ("Fan Art"). You may incorporate content from Zhouzhonggames into your Fan Art. Except as otherwise set forth in this Section or in any Subscription Terms, you may use, reproduce, publish, perform, display and distribute Fan Art that incorporates content from Zhouzhonggames however you wish, but solely on a non-commercial basis.

If you incorporate any third-party content in any Fan Art, you must be sure to obtain all necessary rights from the owner of that content.

Commercial use of some Zhouzhonggame content is permitted via features such as Toolwagon Workshop or a Toolwagon Subscription Marketplace. Terms applicable to that use are set forth in Section 3.D. and 6.B. below and in any Subscription Terms provided for those features.

E. Ownership of Content and Services

All title, ownership rights and intellectual property rights in and to the Content and Services and any and all copies thereof, are owned by Zhouzhongand/or its or its affiliates' licensors. All rights are reserved, except as expressly stated herein. The Content and Services is protected by copyright laws, international copyright treaties and conventions and other laws. The Content and Services contains certain licensed materials and Zhouzhong's and its affiliates' licensors may protect their rights in the event of any violation of this Agreement.

F. Restrictions on Use of Content and Services

You may not use the Content and Services for any purpose other than the permitted access to Toolwagon and your Subscriptions, and to make personal, non-commercial use of your Subscriptions, except as otherwise permitted by this Agreement or applicable Subscription Terms. Except as otherwise permitted under this Agreement (including any Subscription Terms or Rules of Use), or under applicable law notwithstanding these restrictions, you may not, in whole or in part, copy, photocopy, reproduce, publish, distribute, translate, reverse engineer, derive source code from, modify, disassemble, decompile, create derivative works based on, or remove any proprietary notices or labels from the Content and Services or any software accessed via Toolwagon without the prior consent, in writing, of Zhouzhong.

You are entitled to use the Content and Services for your own personal use, but you are not entitled to: (i) sell, grant a security interest in or transfer reproductions of the Content and Services to other parties in any way, nor to rent, lease or license the Content and Services to others without the prior written consent of Zhouzhong, except to the extent expressly permitted elsewhere in this Agreement (including any Subscription Terms or Rules of Use); (ii) host or provide matchmaking services for the Content and Services or emulate or redirect the communication protocols used by Zhouzhongin any network feature of the Content and Services, through protocol emulation, tunneling, modifying or adding components to the Content and Services, use of a utility program or any other techniques now known or hereafter developed, for any purpose including, but not limited to network play over the Internet, network play utilizing commercial or non-commercial gaming networks or as part of content aggregation networks, websites or services, without the prior written consent of Zhouzhong; or (iii) exploit the Content and Services or any of its parts for any commercial purpose, except as expressly permitted elsewhere in this Agreement (including any Subscription Terms or Rules of Use).

3. BILLING, PAYMENT AND OTHER SUBSCRIPTIONS

All charges incurred on Toolwagon, and all purchases made with the Toolwagon Wallet, are payable in advance and final, except as described in Section 7 below and in the Toolwagon Refund Policy.

A. Payment Authorization

When you provide payment information to Zhouzhongor to one of its payment processors, you represent to Zhouzhongthat you are the authorized user of the card, PIN, key or account associated with that payment, and you authorize Zhouzhongto charge your credit card or to process your payment with the chosen third-party payment processor for any Subscription, Toolwagon Wallet funds, Hardware or other fees incurred by you. Zhouzhongmay require you to provide your address or other information in order to meet their obligations under applicable tax law.

For Subscriptions purchased based on an agreed usage period, where recurring payments are made in exchange for continued use ("Recurring Payment Subscriptions"), by continuing to use the Recurring Payment Subscription you agree and reaffirm that Zhouzhongis authorized to charge your credit card (or your Toolwagon Wallet, if funded), or to process your payment with any other applicable third-party payment processor, for any applicable recurring payment amounts. If you have purchased any Recurring Payment Subscriptions, you agree to notify Zhouzhongpromptly of any changes to your credit card account number, its expiration date and/or your billing address, or your PayPal or other payment account number, and you agree to notify Zhouzhongpromptly if your credit card or PayPal or other payment account expires or is canceled for any reason.

If your use of Toolwagon is subject to any type of use or sales tax, then Zhouzhongmay also charge you for those taxes, in addition to the Subscription or other fees published in the Rules of Use. The VAT tax amounts collected by Zhouzhongreflect VAT due on the value of any Content and Services, Hardware or Subscription.

B. Responsibility for Charges Associated With Your Account

As the Account holder, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your Account, including your family or friends. If you cancel your Account, Zhouzhongreserves the right to collect fees, surcharges or costs incurred before cancellation. Any delinquent or unpaid Accounts must be settled before Zhouzhongwill allow you to register again.

C. Toolwagon Wallet

Toolwagon may make available an account balance associated with your Account (the "Toolwagon Wallet"). You may place funds in your Toolwagon Wallet up to a maximum amount determined by Zhouzhong, by credit card, prepaid card, promotional code, or any other payment method accepted by Toolwagon. Within any twenty-four (24) hour period, the total amount stored in your Toolwagon Wallet plus the total amount spent out of your Toolwagon Wallet, in the aggregate, may not exceed US$2,000 or its equivalent in your applicable local currency -- attempted deposits into your Toolwagon Wallet that exceed this threshold may not be credited to your Toolwagon Wallet until your activity falls below this threshold. Zhouzhongmay change or impose different Toolwagon Wallet balance and usage limits from time to time.

You will be notified by e-mail of any change to the Toolwagon Wallet balance and usage limits within sixty (60) days before the entry into force of the said change. Your continued use of your Toolwagon Account more than thirty (30) days after the entry into force of the changes, will constitute your acceptance of the changes. If you don't agree to the changes, your only remedy is to terminate your Toolwagon Account or to cease use of your Toolwagon Wallet. Zhouzhongshall not have any obligation to refund any credits remaining on your Toolwagon Wallet in this case.

You may use Toolwagon Wallet funds to purchase Subscriptions, including by making in-game purchases where Toolwagon Wallet transactions are enabled, and Hardware. Toolwagon Wallet funds do not constitute a personal property right, have no value outside Toolwagon and can only be used to purchase Subscriptions and related content via Toolwagon (including but not limited to games and other applications offered through the Toolwagon Store, or in a Toolwagon Subscription Marketplace) and Hardware. Toolwagon Wallet funds have no cash value and are not exchangeable for cash. Toolwagon Wallet funds that are deemed unclaimed property may be turned over to the applicable authority.

D. Toolwagon Authorized Resellers

You may purchase a Subscription through an authorized reseller of Zhouzhong. The "Product Key" accompanying such purchase will be used to activate your Subscription. If you purchase a Subscription from an authorized reseller of Zhouzhong, you agree to direct all questions regarding the Product Key to that reseller.

E. Free Subscriptions

In some cases, Zhouzhongmay offer a free Subscription to certain services, software and content. As with all Subscriptions, you are always responsible for any Internet service provider, telephone, and other connection fees that you may incur when using Toolwagon, even when Zhouzhongoffers a free Subscription.

F. Third Party Sites

Toolwagon may provide links to other third party sites. Some of these sites may charge separate fees, which are not included in and are in addition to any Subscription or other fees that you may pay to Zhouzhong. Toolwagon may also provide access to third-party vendors, who provide content, goods and/or services on Toolwagon or the Internet. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility. Zhouzhongmakes no representations or warranties, either express or implied, regarding any third party site. In particular, Zhouzhongmakes no representation or warranty that any service or subscription offered via third-party vendors will not change or be suspended or terminated.

4. ONLINE CONDUCT, CHEATING AND ILLEGAL BEHAVIOR

You agree that you will be personally responsible for any use of your Account with your login and/or password and for all of the communication and activity on Toolwagon that results from such use of your Account and of Toolwagon, and that Zhouzhongis not responsible of the use made of your Account and of all communications and activities on Toolwagon resulting from the use of your Account. If you believe that the confidentiality of your login and/or password may have been compromised, you must notify Zhouzhongvia the support without any delay.

Your online conduct and interaction with other Subscribers should be guided by common sense and basic etiquette. Specific requirements may also be found in the Toolwagon Online Conduct rules, other Rules of Use, the Subscription Terms, or in terms of use imposed by third parties who host particular games or other services.

Toolwagon and the Content and Services may include functionality designed to identify software or hardware processes or functionality that may give a player an unfair competitive advantage when playing multiplayer versions of any Content and Services or modifications of Content and Services ("Cheats"). You agree that you will not create Cheats or assist third parties in any way to create or use Cheats. You agree that you will not directly or indirectly disable, circumvent, or otherwise interfere with the operation of software designed to prevent or report the use of Cheats. You acknowledge and agree that either Zhouzhongor any online multiplayer host may refuse to allow you to participate in certain online multiplayer games if you use Cheats in connection with Toolwagon or the Content and Services. Further, you acknowledge and agree that an online multiplayer host may report your use of Cheats to Zhouzhongmay communicate your history of use of Cheats to other online multiplayer hosts. Zhouzhongmay terminate your Account or a particular Subscription for any conduct or activity that Zhouzhongbelieves is illegal, constitutes a Cheat, or otherwise negatively affects the enjoyment of Toolwagon by other Subscribers. You acknowledge that Zhouzhongis not required to provide you notice before terminating your Subscriptions(s) and/or Account, but it may choose to do so.

You may not use Cheats, automation software (bots), mods, hacks, or any other unauthorized third-party software, to modify or automate any Subscription Marketplace process.

5. THIRD PARTY CONTENT

In regard to all Subscriptions, Contents and Services that are not authored by Zhouzhong, Zhouzhongdoes not screen such third party content available on Toolwagon or through other sources. Zhouzhongassumes no responsibility or liability for such third party content. Some third party application software is capable of being used by businesses for business purposes - however, you may only acquire such software via Toolwagon for private personal use.

6. USER GENERATED CONTENT

A. General Provisions

"User Generated Content" means any content you make available to other users through your use of multi-user features of Toolwagon, or to Zhouzhongor its affiliates through your use of the Content and Services or otherwise.

You grant Zhouzhongand its affiliates the worldwide, non-exclusive, right to use, reproduce, modify, create derivative works from, distribute, transmit, transcode, translate, broadcast, and otherwise communicate, and publicly display and publicly perform, your User Generated Content, and derivative works of your User Generated Content, in connection with the operation and promotion of the Toolwagon site. This license is granted to Zhouzhongfor the entire duration of the intellectual property rights and may be terminated if Zhouzhongis in breach of the license and has not cured such breach within fourteen (14) days from receiving notice from you sent to the attention of the ZhouzhongLegal Department at the applicable Zhouzhongaddress noted on this Privacy Policy page. The termination of said license does not affect the rights of any sub-licensees pursuant to any sub-license granted by Zhouzhongprior to termination of the license. Zhouzhongis the sole owner of the derivative works created by Zhouzhongfrom your Content, and is therefore entitled to grant licenses on these derivative works. If you use Zhouzhongcloud storage, you grant us a license to store your information as part of that service. Zhouzhongmay place limits on the amount of storage you may use.

If you provide Zhouzhongwith any feedback or suggestions about Toolwagon, the Content and Services, or any Zhouzhongproducts or services, Zhouzhongis free to use the feedback or suggestions however it chooses, without any obligation to account to you.

B. Content Uploaded to the Toolwagon Workshop

Some games or applications available on Toolwagon allow you to create User Generated Content based on or using the Toolwagon-Enabled App, and to submit that User Generated Content (a "Workshop Contribution") to one or more Toolwagon Workshop web pages. Workshop Contributions can be viewed by the Toolwagon community, and for some categories of Workshop Contributions users may be able to interact with, download or purchase the Workshop Contribution. In some cases, Workshop Contributions may be considered for incorporation by Zhouzhongor a third-party developer into a game or into a Subscription Marketplace. You understand and agree that Zhouzhongis not obligated to use, distribute, or continue to distribute copies of any Workshop Contribution and reserves the right, but not the obligation, to restrict or remove Workshop Contributions for any reason.

Specific Workshop-Enabled Apps or Workshop web pages may contain special terms ("App-Specific Terms") that supplement or change the terms set out in this Section. In particular, where Workshop Contributions are distributed for a fee, App-Specific Terms will address how revenue may be shared. Unless otherwise specified in App-Specific Terms (if any), the following general rules apply to Workshop Contributions.

Zhouzhongwill detect and review your upload tool whether it meets policies or not, Zhouzhonghas the right to reject or takedown your tools which including but not limited to: Use of the " Quick macro " was published, transmission, dissemination , storage content of violation of law, religion, politics, or any inappropriate, insulting defamatory , obscene , violent , and any policy in violation of state laws and regulations content.

The use of " Quick macro " was published, transmission, dissemination , storage content of legal rights of infringement of intellectual property rights , trade secret rights , etc

Any acts that endanger the security of computer networks , including, but not limited to: unauthorized use or gain unauthorized access to the data server / account ; unauthorized access public computer network or someone else's computer system and delete , modify, add storage information ; unauthorized attempt to probe , scan, test the vulnerability of the "software" system or network or other acts of sabotage implementation of network security ; attempt to interfere , disrupt the normal operation of the "software" system or web site , or the deliberate spread of viruses and malicious programs forged TCP / IP packet name or partial name ; other breaches of network information services interfere with normal behavior.

Workshop Contributions are Subscriptions, and therefore you agree that any Subscriber receiving distribution of your Workshop Contribution will have the same rights to use your Workshop Contribution (and will be subject to the same restrictions) as are set out in this Agreement for any other Subscriptions.

Notwithstanding the license described in Section 6.A., Zhouzhongwill only have the right to modify or create derivative works from your Workshop Contribution in the following cases: (a) Zhouzhongmay make modifications necessary to make your Contribution compatible with Toolwagon and the Workshop functionality or user interface, and (b) Zhouzhongor the applicable developer may make modifications to Workshop Contributions that are accepted for in-Application distribution as it deems necessary or desirable to enhance gameplay.

You may, in your sole discretion, choose to remove a Workshop Contribution from the applicable Workshop pages. If you do so, Zhouzhongwill no longer have the right to use, distribute, transmit, communicate, publicly display or publicly perform the Workshop Contribution, except that (a) Zhouzhongmay continue to exercise these rights for any Workshop Contribution that is accepted for distribution in-game or distributed in a manner that allows it to be used in-game, and (b) your removal will not affect the rights of any Subscriber who has already obtained access to a copy of the Workshop Contribution.

Except where otherwise provided in App-Specific Terms, you agree that Zhouzhong's consideration of your Workshop Contribution is your full compensation, and you are not entitled to any other rights or compensation in connection with the rights granted to Zhouzhongand to other Subscribers.

C. Promotions and Endorsements

If you use Toolwagon services to promote or endorse a product, service or event in return for any kind of consideration from a third party (including non-monetary rewards such as free games), you must clearly indicate the source of such consideration to your audience.

D. Representations and Warranties

You represent and warrant to us that you have sufficient rights in all User Generated Content to grant Zhouzhongand other affected parties the licenses described under A. and B. above or in any license terms specific to the applicable Workshop-Enabled App or Workshop page. This includes, without limitation, any kind of intellectual property rights or other proprietary or personal rights affected by or included in the User Generated Content. In particular, with respect to Workshop Contributions, you represent and warrant that the Workshop Contribution was originally created by you (or, with respect to a Workshop Contribution to which others contributed besides you, by you and the other contributors, and in such case that you have the right to submit such Workshop Contribution on behalf of those other contributors).

You furthermore represent and warrant that the User Generated Content, your submission of that Content, and your granting of rights in that Content does not violate any applicable contract, law or regulation.

7. DISCLAIMERS; LIMITATION OF LIABILITY;

Prior to acquiring a Subscription, you should consult the product information made available on Toolwagon, including Subscription description, minimum technical requirements, and user reviews.

THIS SECTION DOES NOT REDUCE YOUR MANDATORY CONSUMER RIGHTS UNDER THE LAWS OF YOUR LOCAL JURISDICTION.

A. DISCLAIMERS

ZHOUZHONGAND THEIR AFFILIATES AND SERVICE PROVIDERS EXPRESSLY DISCLAIM (I) ANY WARRANTY FOR TOOLWAGON, THE CONTENT AND SERVICES, AND THE SUBSCRIPTIONS, AND (II) ANY COMMON LAW DUTIES WITH REGARD TO TOOLWAGON, THE CONTENT AND SERVICES, AND THE SUBSCRIPTIONS, INCLUDING DUTIES OF LACK OF NEGLIGENCE AND LACK OF WORKMANLIKE EFFORT. TOOLWAGON, THE CONTENT AND SERVICES, THE SUBSCRIPTIONS, AND ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 OF THE UNITED STATES UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATE STATUTE IS EXPRESSLY DISCLAIMED. ALSO, THERE IS NO WARRANTY OF TITLE, NON-INTERFERENCE WITH YOUR ENJOYMENT, OR AUTHORITY IN CONNECTION WITH TOOLWAGON, THE CONTENT AND SERVICES, THE SUBSCRIPTIONS, OR INFORMATION AVAILABLE IN CONNECTION THEREWITH.

ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 OF THE UNITED STATES UNIFORM COMMERCIAL CODE IS EXPRESSLY DISCLAIMED.

ANY OTHER DERIVED SOFTWARE OF TOOLWAGON WHICH ARE NOT AUTHORIZED BY ZHOUZHONGOR DEVELOPED AND OFFICIALLY RELEASED BY ZHOUZHONGIS ILLEGAL TO DOWNLOAD, INSTALL , USE OF SUCH SOFTWARE COULD RESULT IN UNPREDICTABLE RISKS , THE RESULTING LEGAL LIABILITY AND ALL DISPUTES ARE NOTHING TO DO WITH ZHOUZHONG. USERS CAN NOT EASILY DOWNLOAD, INSTALL, USE OF SUCH SOFTWARE, OTHERWISE, ZHOUZHONGHAVING RIGHTS TO TERMINATE THE USE. TOOLWAGON ASSISTANT SOFTWARE USERS CAN BE PROVIDED ONLY BY ZHOUZHONGAND OTHER LEGAL CHANNELS, OTHERWISE, ZHOUZHONGHAS THE RIGHT TO TERMINATE THE USE.

B. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ZHOUZHONG, THEIR LICENSORS, NOR THEIR AFFILIATES, NOR ANY OF ZHOUZHONG'S SERVICE PROVIDERS, SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OR INABILITY TO USE TOOLWAGON, YOUR ACCOUNT, YOUR SUBSCRIPTIONS AND THE CONTENT AND SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL ZHOUZHONGBE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH TOOLWAGON, THE CONTENT AND SERVICES, THE SUBSCRIPTIONS, AND ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH, OR THE DELAY OR INABILITY TO USE THE CONTENT AND SERVICES, SUBSCRIPTIONS OR ANY INFORMATION, EVEN IN THE EVENT OF ZHOUZHONG'S, OR THEIR AFFILIATES' FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR BREACH OF ZHOUZHONG'S WARRANTY AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND LIABILITY EXCLUSIONS APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE RECOMPENSE.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, EACH OF ZHOUZHONG, THEIR LICENSORS, AND THEIR AFFILIATES' LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

NEITHER ZHOUZHONGNOR ITS AFFILIATES GUARANTEE CONTINUOUS, ERROR-FREE, VIRUS-FREE OR SECURE OPERATION AND ACCESS TO TOOLWAGON, THE CONTENT AND SERVICES, YOUR ACCOUNT AND/OR YOUR SUBSCRIPTIONS(S) OR ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH.

DUE TO A MAJEURE TECHNICAL FAILURE AFFECTING THE NORMAL OPERATION OF THE SERVICE, ZHOUZHONGWILL REPAIR IN TIME, BUT THE USER THEREFORE SUFFERED ECONOMIC LOSSES, ZHOUZHONGAND ITS PARTNERS DOES NOT ASSUME RESPONSIBILITY.

8. AMENDMENTS TO THIS AGREEMENT

This Agreement may at any time be mutually amended by your explicit consent to changes proposed by Zhouzhong. Furthermore, Zhouzhongmay amend this Agreement (including any Subscription Terms or Rules of Use) unilaterally at any time in its sole discretion. In this case, you will be notified by e-mail of any amendment to this Agreement made by Zhouzhongwithin 60 (sixty) days before the entry into force of the said amendment. You can view the Agreement at any time at http://www.Toolwagon.com/. Your failure to cancel your Account within thirty (30) days after the entry into force of the amendments, will constitute your acceptance of the amended terms. If you don't agree to the amendments or to any of the terms in this Agreement, your only remedy is to cancel your Account or to cease use of the affected Subscription(s). Zhouzhongshall not have any obligation to refund any fees that may have accrued to your Account before cancellation of your Account or cessation of use of any Subscription, nor shall Zhouzhonghave any obligation to prorate any fees in such circumstances.

9. TERM AND TERMINATION

A. Term

The term of this Agreement (the "Term") commences on the date you first indicate your acceptance of these terms, and will continue in effect until otherwise terminated in accordance with this Agreement.

B. Termination by You

You may cancel your Account at any time. You may cease use of a Subscription at any time or, if you choose, you may request that Zhouzhongterminate your access to a Subscription. However, Subscriptions are not transferable, and even if your access to a Subscription for a particular game or application is terminated, the original activation key will not be able to be registered to any other account, even if the Subscription was obtained in a retail store. Access to Subscriptions purchased as a part of a pack or bundle cannot be terminated individually, termination of access to one game within the bundle will result in termination of access to all games purchased in the pack. Your cancellation of an Account, or your cessation of use of any Subscription or request that access to a Subscription be terminated, will not entitle you to any refund, including of any Subscription fees. Zhouzhongreserves the right to collect fees, surcharges or costs incurred prior to the cancellation of your Account or termination of your access to a particular Subscription. In addition, you are responsible for any charges incurred to third-party vendors or content providers before your cancellation.

C. Termination by Zhouzhong

Zhouzhongmay cancel your Account or any particular Subscription(s) at any time in the event that (a) Zhouzhongceases providing such Subscriptions to similarly situated Subscribers generally, or (b) you breach any terms of this Agreement (including any Subscription Terms or Rules of Use). In the event that your Account or a particular Subscription is terminated or cancelled by Zhouzhongfor a violation of this Agreement or improper or illegal activity, no refund, including of any Subscription fees or of any unused funds in your Toolwagon Wallet, will be granted.

D. Survival of Terms

Sections 2(C), 2(D), 2(F), 2(G), 3(A), 3(B), 3(D), 3(H), and 5 - 12 will survive any expiration or termination of this Agreement.

10. APPLICABLE LAW/JURISDICTION

You agree that this Agreement shall be deemed to have been made and executed in the State of Washington, U.S.A., and any dispute arising hereunder shall be resolved in accordance with the law of Washington excluding the law of conflicts and the Convention on Contracts for the International Sale of Goods. Subject to Section 11 (Dispute Resolution/Binding Arbitration/Class Action Waiver) below, you agree that any claim asserted in any legal proceeding by you against Zhouzhongshall be commenced and maintained exclusively in any state or federal court located in King County, Washington, having subject matter jurisdiction with respect to the dispute between the parties and you hereby consent to the exclusive jurisdiction of such courts. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys' fees and expenses.

11. DISPUTE RESOLUTION/BINDING ARBITRATION/CLASS ACTION WAIVER

This Section 11 shall apply to the maximum extent permitted by applicable law. If the laws of your jurisdiction prohibit the application of some or all of the provisions of this Section notwithstanding Section 10 (Applicable Law/Jurisdiction), such provisions will not apply to you.

Most user concerns can be resolved by use of our Toolwagon support site at https://support.Toolwagon.com/. If Zhouzhongis unable to resolve your concerns and a dispute remains between you and Zhouzhong, this Section explains how the parties have agreed to resolve it.

YOU AND ZHOUZHONGAGREE TO RESOLVE ALL DISPUTES AND CLAIMS BETWEEN US IN INDIVIDUAL BINDING ARBITRATION. THAT INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIMS ARISING OUT OF OR RELATING TO: (i) ANY ASPECT OF THE RELATIONSHIP BETWEEN US; (ii) THIS AGREEMENT; OR (iii) YOUR USE OF TOOLWAGON, YOUR ACCOUNT OR THE CONTENT AND SERVICES. IT APPLIES REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, STATUTE, FRAUD, UNFAIR COMPETITION, MISREPRESENTATION OR ANY OTHER LEGAL THEORY.

However, this Section does not apply to the following types of claims or disputes, which you or Zhouzhongmay bring in any court with jurisdiction: (i) claims of infringement or other misuse of intellectual property rights, including such claims seeking injunctive relief; and (ii) claims related to or arising from any alleged unauthorized use, piracy or theft.

This Section does not prevent you from bringing your dispute to the attention of any federal, state, or local government agencies that can, if the law allows, seek relief from us for you.

An arbitration is a proceeding before a neutral arbitrator, instead of before a judge or jury. Arbitration is less formal than a lawsuit in court, and provides more limited discovery. It follows different rules than court proceedings, and is subject to very limited review by courts. The arbitrator will issue a written decision and provide a statement of reasons if requested by either party. YOU UNDERSTAND THAT YOU AND ZHOUZHONGARE GIVING UP THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR JURY.

You and Zhouzhongagree to make reasonable, good faith efforts to informally resolve any dispute before initiating arbitration. A party who intends to seek arbitration must first send the other a written notice that describes the nature and basis of the claim or dispute and sets forth the relief sought. If you and Zhouzhongdo not reach an agreement to resolve that claim or dispute within 30 days after the notice is received, you or Zhouzhongmay commence an arbitration. Written notice to Zhouzhongmust be sent via postal mail to: ATTN: ______________address__________________________

The Federal Arbitration Act applies to this Section. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where applicable, the AAA's Supplementary Procedures for Consumer Related Disputes, as modified by this Agreement, both of which are available at http://www.adr.org. The arbitrator is bound by the terms of this Agreement.

The AAA will administer the arbitration. It may be conducted through the submission of documents, by phone, or in person in the county where you live or at another mutually agreed location.

If you seek $10,000 or less, Zhouzhongagrees to reimburse your filing fee and your share of the arbitration costs, including your share of arbitrator compensation, at the conclusion of the proceeding, unless the arbitrator determines your claims are frivolous or costs are unreasonable as determined by the arbitrator. Zhouzhongagrees not to seek its attorneys' fees or costs in arbitration unless the arbitrator determines your claims are frivolous or costs are unreasonable as determined by the arbitrator. If you seek more than $10,000, the arbitration costs, including arbitrator compensation, will be split between you and Zhouzhongaccording to the AAA Commercial Arbitration Rules and the AAA's Supplementary Procedures for Consumer Related Disputes, if applicable.

YOU AND ZHOUZHONGAGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR COLLECTIVE ARBITRATION, EVEN IF AAA's PROCEDURES OR RULES WOULD OTHERWISE ALLOW ONE. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT OF THAT PARTY'S INDIVIDUAL CLAIM. You and Zhouzhongalso agree not to seek to combine any action or arbitration with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.

If the agreement in this Section not to bring or participate in a class or representative action, private attorney general action or collective arbitration should be found illegal or unenforceable, you and Zhouzhongagree that it shall not be severable, that this entire Section shall be unenforceable and any claim or dispute would be resolved in court and not in collective arbitration.

Notwithstanding this Section, you have the right to litigate any dispute in small claims court, if all the requirements of the small claims court, including any limitations on jurisdiction and the amount at issue in the dispute, are satisfied.

12. MISCELLANEOUS

Except as otherwise expressly set forth in this Agreement, in the event that any provision of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect. This Agreement, including any Subscription Terms, Rules of Use, the ZhouzhongPrivacy Policy constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement.

Zhouzhong's obligations are subject to existing laws and legal process and Zhouzhongmay comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term.

You agree to comply with all applicable import/export laws and regulations. You agree not to export the Content and Services or Hardware or allow use of your Account by individuals of any terrorist supporting countries to which encryption exports are at the time of exportation restricted by the U.S. Bureau of Export Administration. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country.