WOIY TECHNOLOGIES, INC.

TERMS AND CONDITIONS

Effective Date: February 21, 2025

Last Updated: February 21, 2025

INTRODUCTION

The WOIY TECHNOLOGIES, INC. Community website (the Site) and/or WOIY

TECHNOLOGIES, INC. Platform (https://goarra.com) provide an interactive online

promotional service operated by WOIY TECHNOLOGIES, INC. (WOIY), consisting of

information services, content, and transaction capabilities offered by WOIY

TECHNOLOGIES to WOIY Selling Merchants and WOIY Consumer Affiliate Members.

Except for consumer and seller registration purposes, access to and use of the WOIY

TECHNOLOGIES website (https://goarra.com), the WOIY TECHNOLOGIES Platform,

or any website or mobile app associated with WOIY TECHNOLOGIES is exclusively for

WOIY Selling Merchants and WOIY Consumer Affiliate Members. Such access shall be

subject to these Terms and Conditions. Express agreement to these Terms and

Conditions is a precondition for further access to the password-protected and/or

secure areas of the WOIY TECHNOLOGIES Platform and/or use of the Services. By

registering and officially accepting and recognizing the terms as a WOIY

TECHNOLOGIES Member/Merchant, the Applicant becomes part of the WOIY

TECHNOLOGIES community, entitled to regulated access and use of the WOIY

TECHNOLOGIES Platform and/or Services. These rights are personal and non-

transferable. Failure to conform to these Terms and Conditions makes any access other

than for registration purposes unauthorized and may result in serious legal

consequences.

CERTIFICATION

Under the penalties of perjury and other applicable laws, rules, and regulations, the

Applicant certifies and represents that he/she has full legal capacity and has been duly

and fully authorized by the establishment he/she represents to enter into and comply

with these WOIY TECHNOLOGIES, INC. TERMS AND CONDITIONS. The Applicant

further acknowledges that he/she shall be personally and absolutely responsible, and

legally liable for all legal consequences, including injuries and damages to all persons

affected, including WOIY TECHNOLOGIES, INC. and third parties, directly or indirectly,

due to, caused by, or in any way related to any misrepresentation of the foregoing.

THE TERMS AND CONDITIONS

By indicating his/her conformity to these Terms and Conditions, the Applicant affirms

that he/she has carefully and thoroughly read the Terms and Conditions and

unconditionally agrees that, upon official acceptance and recognition as a WOIY Selling

Merchant and Consumer Affiliate Member, he/she, along with the establishment he/she

represents, is bound by the Terms and Conditions set forth herein.

I. INTERPRETATION

These Terms and Conditions, along with other WOIY TECHNOLOGIES, INC. issuances,

are intended to facilitate the use of and transactions entered into by and between the

WOIY Selling Merchant Member and the WOIY Consumer Affiliate Member through

the WOIY TECHNOLOGIES, INC. Platform. They do not limit, diminish, disregard,

supplant, or supersede existing laws and regulations issued by competent authorities

that prescribe the rights and obligations of each party. In the event of a conflict

between these Terms and Conditions, other WOIY TECHNOLOGIES issuances, and

existing laws and regulations, the latter shall prevail.

II. DEFINITIONS

Unless the context otherwise shows, the following expressions herein shall have the

corresponding meanings below:

“Account Number” – a unique set of numbers generated by the WOIY Platform as

part of a login code which identifies a WOIY Selling Merchant / Consumer Affiliate

Member.

“Applicant” – the individual merchant or consumer who has signified that he has read

and understood these Terms but has not yet been officially recognized and accepted

as a registered WOIY Selling Merchant / Consumer Affiliate Member.

“Applicable laws, rules and regulations” – national and local laws, penal, civil,

regulatory or otherwise in nature, their implementing rules and regulations, lawful/legal

issuances for regulatory and other purposes, amendments and revisions thereto and

related jurisprudence in force and effect or applicable at the time of the Applicant’s

conformity to and at such other times as may be appropriate under these Terms,

including but not limited to Republic Act No, 7394 (Consumer Act of the Philippines),

Republic Act No. 8293 (Intellectual Property Code of the Philippines), Republic Act No.

10175 (Cybercrime Prevention Act of 2012), Republic Act No. 10173 (Data Privacy Act

of 2012), Act No. 3815 (The Revised Penal Code), Republic Act No. 386 (Civil Code of

the Philippines)

“Day” – means calendar day (including Saturdays, Sundays and holidays). Should a

period in number of days be herein specified, the same refers to calendar days. Should

the last day of the period fall on a day when offices and/or agencies necessary for

compliance in general are closed, the last day will fall on the day immediately

thereafter when said offices and/or agencies are open. Should the day referred to be

specified as a business day, the same shall exclude Saturdays, Sundays and non-

working holidays when banks in general are closed.

“Cash-in Request” – the act of a WOIY Selling Merchant / Consumer Affiliate Member

of depositing or transferring funds into his WOIY wallet through WOIY-prescribed

online banks, non-banks and other remittance facilities.

“Conﬁrmation of the order” – the state when the WOIY Selling Merchant and WOIY

Consumer Affiliate Member have agreed to the sale of the product, including its price,

after the specified amount for the purchase has been segregated from the Member’s

WOIY wallet for eventual payment to the Merchant, signified by the Platform’s

generation of the Purchase Reference Number to the Member and notice of

confirmation to the Merchant.

“Customer contract” – the agreement entered into by and between the WOIY Selling

Merchant and the WOIY Consumer Affiliate Member for the purchase of goods and/or

services through the WOIY Platform.

“WOIY” – refers to WOIY TECHNOLOGIES, INC., a stock corporation organized and

existing under the laws of the Republic of the Philippines doing business under the

name and style of GOARRA and the WOIY Platform. The term includes WOIY

TECHNOLOGIES, INC.’s directors, officers, employees, agents, contractors, and its/

their assigns when duly authorized to act for and on behalf of WOIY TECHNOLOGIES,

INC. The term when used to identify the WOIY community includes WOIY Selling

Merchants and WOIY Consumer Affiliate Members as herein defined.

“GOARRA” or “WOIY Platform” – both the web and mobile versions using

“Progressive Web Application” of the website operated and/or owned by WOIY which

is presently located at the following URL: https://goarra.com

“WOIY Consumer Afﬁliate Member” or “Member” – a natural person with the legal

capacity to enter into contracts/agreements who has read and accepted these Terms,

and all other issuances required for registration with WOIY as a consumer/buyer, and

thereafter has effectively registered online with WOIY and has been officially accepted

and recognized by WOIY as an authorized user of the WOIY Platform; also, a WOIY

Selling Merchant who uses the Platform as a seller/merchant.

“WOIY Selling Merchant” or “Merchant” – a natural or juridical person, other than

WOIY, with the legal capacity to enter into contracts/agreements, who has read and

accepted these Terms, and all other issuances required for registration with WOIY as a

merchant/seller, and thereafter has effectively registered online with WOIY and has

been officially accepted and recognized by WOIY as an authorized user of the WOIY

Platform.

“Selling Merchant / Consumer Afﬁliate Member” – a natural or juridical person who

acts as a selling merchant, or a consumer affiliate who participates in the WOIY

Platform by either promoting, referring, or facilitating transactions through the WOIY

Platform, and has met the necessary criteria for participation in such roles.

“WOIY Site” or “Site” – a collection of accessible interlinked web pages owned and

operated by WOIY TECHNOLOGIES, INC. containing, among others, interactive online

promotional service consisting of information services and content and transaction

capabilities provided by WOIY to WOIY Selling Merchants, and WOIY Consumer

Affiliate Members.

“WOIY Token” or “Token” – electronic credit which, subject to these Terms and other

WOIY issuances, may be used by the WOIY Consumer Affiliate Member as payment of

purchases through the Platform and for other purposes as may be allowed and/or

specified by WOIY.

“WOIY Wallet” or “Ewallet” – electronic depository of a specific WOIY Selling

Merchant / Consumer Affiliate Member’s funds, tokens and/or Personal Purchase Points

(PPP).

“Escrow Payment” – state wherein a definite amount is segregated for a specific

purchase from the pre-deposited amount in the WOIY Consumer Affiliate Member’s

WOIY wallet, and held through the WOIY cloud server as payment to the WOIY Selling

Merchant until such time that the said payment is credited to the Merchant’s account

after such goods and/or services are confirmed by the WOIY Consumer Affiliate

Member as delivered.

“Intellectual Property” – copyright, patents, trademarks, service marks, trade or

business names, trade secrets, utility innovations, domain names, software and

application programs, layout design rights, and all other similar or corresponding

proprietary rights and applications for the same, anywhere in the world, registered or

not, and any other product of the human intellect protected by law from unauthorized

use.

“Listing Price” – the price of goods and/or services listed in the WOIY Platform by the

WOIY Selling Merchant for sale to WOIY Consumer Affiliate Members.

“Losses” – all losses, costs, including legal fees and expenses, charges, expenses, and

liabilities, whether foreseeable or not.

“Materials” – collectively, all web pages, data, information, video, sounds, graphics,

software, applications, links, functionalities, services and the like displayed, provided or

made available in the Site, Platform and Services.

“Order Request” – the WOIY Consumer Affiliate Member’s order for goods and/or

services sent through the WOIY Platform to the WOIY Selling Merchant under these

Terms and other WOIY issuances.

“Password” – the valid password that a WOIY Selling Merchant or WOIY Consumer

Affiliate Member should use together with the said Merchant or Member’s username,

account number and/or other means prescribed by WOIY to access the WOIY Platform

and/or Services.

“Personal Data” – information or data provided at the point of registration with WOIY

and thereafter by the WOIY Selling Merchant / Consumer Affiliate Member, whether

true or not, that can be used to identify, contact, and/or locate the said Merchant/

Member and may include, among others, the said Merchant or Member’s name, e-mail

address, billing address, shipping address, phone number, and mobile phone number.

“Platform” – the digital service provided by WOIY to facilitate interactions between

WOIY Selling Merchants and WOIY Consumer Affiliate Members acting respectively as

sellers of goods and/or services and consumers through the Internet.

“Personal Purchase Point (PPPP)” – credit which the WOIY Consumer Affiliate Member

may acquire every time the said Member purchases products and/or services from the

WOIY Selling Merchant through the WOIY Platform and as otherwise provided in these

Terms.

“Purchase Reference Number (PRN) or Quick Response (QR) Code” – a unique set

of letters and/or numbers and/or symbols exclusively assigned to a specific order of a

WOIY Consumer Affiliate Member to identify and monitor the progress of the said

Member’s order for goods and/or services or when the WOIY Consumer Affiliate

Member makes a cash-in request through the WOIY Platform under these Terms and

other WOIY issuances.

“Privacy Policy” – the WOIY Privacy policy hereto attached and/or deemed

incorporated by reference as an integral part of these Terms, including other

subsequent WOIY issuances on the subject.

“Product” – goods and/or services or part/s or installments thereof available for sale to

a WOIY Consumer Affiliate Member through the WOIY Platform.

“Product Warranty” – the warranty provided for a product by the WOIY Selling

Merchant.

“Prohibited Materials” – any item, goods, services, data, information, graphics,

photographs whose creation, generation, cultivation, manufacture, production,

possession, transmission, sale, delivery, distribution, or use in any way is prohibited by

or in violation of applicable laws (local or national, penal or otherwise) and rules and

regulations at any point from its place of origin to its place destination, including place/

s en route to its destination, including without limitation such items that infringe on the

intellectual property or any other proprietary rights of others, defamatory, libelous or

threatening material, obscene, pornographic, indecent, counterfeit, fraudulent, stolen,

harmful, or otherwise illegal or prohibited items, and material containing any computer

virus or damaging and invasive program or code, or any item, goods, services, data,

information, graphics, photographs, materials which WOIY in its sole discretion, may

deem objectionable.

“Services” – either the services offered by the WOIY Selling Merchant through the

WOIY Platform or the services, information, and functions made available by WOIY in

the Site and Platform.

“SPAM” – generally unsolicited commercial email or messenger for promotional or

other purposes usually, but not necessarily, in bulk.

“SPAM Policy” or “Anti-Spamming policy” – the WOIY Anti-Spamming policy hereto

attached as and/or deemed incorporated by reference as an integral part of these

Terms, including other subsequent WOIY issuances on the subject.

“Terms” – refers to the instant WOIY TECHNOLOGIES, INC. Terms and Conditions,

including the Introduction and Certification, WOIY’s Privacy Policy and WOIY’s Anti-

Spamming Policy hereto attached or incorporated by reference, amendments or

revisions hereto and other WOIY issuances.

“Trademarks” – means the trademarks, service marks, trade names, and logos used

and displayed in the WOIY Platform owned by the WOIY Selling Merchant, and WOIY

trademarks which are properties of WOIY TECHNOLOGIES, INC.

III. GENERAL PROVISIONS FOR ACCESS TO AND USE OF THE SITE, PLATFORM

AND/OR SERVICES

1. WOIT TECHNOLOGIES, INC. Role as Platform Provider.

The WOIY Selling Merchant / Consumer Affiliate Member acknowledges and

agrees that WOIY TECHNOLOGIES, INC. only provides the Platform or venue

for the sale transactions between Selling Merchants and Consumer Affiliate

Members. WOIY TECHNOLOGIES, INC. is not the agent of the Selling Merchant

or the Consumer Affiliate Member and cannot make any representations,

commitments, assurances, or enter into any undertaking for and on behalf of

one or the other. Further, WOIY TECHNOLOGIES, INC. is not the distributor,

manufacturer, processor, packer, promoter, importer of, broker for, or seller of

the goods and/or services offered by the Selling Merchant. It does not make any

representations, warranties, or assurances on behalf of and has no control over

the Selling Merchant’s representations, warranties, or assurances regarding the

Selling Merchant and the goods and/or services offered through the Platform;

cannot and does not issue official receipts for purchases made through the

Platform except only for WOIY TECHNOLOGIES, INC. products and/or services,

if any; cannot process and grant requests for refunds and/or exchanges of goods

and/or services; or do anything, assume any duty or obligation, and possess any

right or interest that properly pertains to the Selling Merchant or the Consumer

Affiliate Member. While the Platform includes a consumer feedback mechanism,

WOIY TECHNOLOGIES, INC. as a rule cannot address the Consumer Affiliate

Member’s questions and/or complaints and similar concerns about the Selling

Merchant and the offered goods and/or services, or answer the Selling

Merchant’s questions and/or complaints about the Consumer Affiliate Member

and the product as ordered and/or received and/or used or misused and/or sold

or resold by the Consumer Affiliate Member and other similar concerns of the

Selling Merchant. Disputes and/or claims for refunds and/or exchange of

purchased goods and/or services and the like shall be directed, addressed, and

resolved by the Selling Merchant and Consumer Affiliate Member concerned.

However, WOIY TECHNOLOGIES, INC., in exceptional cases and solely in its

discretion, may only assist the Consumer Affiliate Member by coordinating with

the Selling Merchant for information regarding the Selling Merchant’s refund or

exchange procedure, if applicable.

2. WOIY Selling Merchant / Consumer Afﬁliate Member’s Obligations / WOIY

TECHNOLOGIES, INC.’s Acknowledged Rights and Prerogatives.

A WOIY Selling Merchant / Consumer Affiliate Member further acknowledges

and agrees to all its/his/her obligations and acknowledges all the rights and

prerogatives in favor of WOIY TECHNOLOGIES, INC. stated expressly, or

necessarily implied or included, in these Terms, including WOIY

TECHNOLOGIES, INC.’s Privacy Policy and WOIT TECHNOLOGIES, INC.’s Anti-

Spamming Policy, and amendments or revisions hereto and other WOIY

TECHNOLOGIES, INC. issuances, including but not limited to the following:

a) The WOIY Selling Merchant / Consumer Affiliate Member acknowledges its/

his/her obligation to access and/or use the Site, Platform, Services, and/or the

contents thereof in good faith and only for lawful or legitimate purposes;

b) The WOIY Selling Merchant / Consumer Affiliate Member acknowledges its/

his/her obligation to access and/or use the Site, Platform, Services, and/or the

contents thereof strictly in compliance with all the provisions of these Terms, any

amendments/revisions hereto, and all WOIY TECHNOLOGIES, INC. issuances;

c) The WOIY Selling Merchant / Consumer Affiliate Member acknowledges its/

his/her obligation to access and/or use the Site, Platform, Services, and/or the

contents thereof always with due regard to and consideration of the rights of

WOIY TECHNOLOGIES, INC. and other WOIT Selling Merchants / Consumer

Affiliate Members to the same;

d) The WOIY Selling Merchant / Consumer Affiliate Member acknowledges its/

his/her obligation to provide true and accurate information and data in

connection with the WOIY Selling Merchant / Consumer Affiliate Member's

access and/or use of the Site, Platform, and/or Services and to take absolute

responsibility for false, misleading, fraudulent, or inaccurate information or data

so provided;

e) The WOIY Selling Merchant / Consumer Affiliate Member acknowledges that

WOIY TECHNOLOGIES, INC. has the right, without the consent of and without

prior notice to the WOIY Selling Merchant / Consumer Affiliate Member, at any

time, to amend, revise, vary, or prescribe additional terms and conditions to

these Terms, WOIY TECHNOLOGIES, INC.’s guidelines, instructions, notices,

and issuances, in whole or in part, including but not limited to provisions

covering the use of specific aspects of the materials and services, more

comprehensive or updated versions of the materials offered by WOIY

TECHNOLOGIES, INC. or its designated sub-contractors, by publishing, posting

or giving notice of such amendment, revision, or change in the Platform, or by

such other method of notification as WOIY TECHNOLOGIES, INC. may in its

sole and absolute discretion designate (by e-mail, short message service or a

chat message, regular mail, courier) with binding effect on the Selling Merchant /

Consumer Affiliate Member on the date specified in the notice, or in the

absence of such date, upon publication in the Platform or receipt of such notice

by the Selling Merchant / Consumer Affiliate Member;

f) The WOIY Selling Merchant / Consumer Affiliate Member acknowledges the

Selling Merchant / Consumer Affiliate Member’s obligation to comply with any of

the aforesaid amendment, revision, change or variance upon the Selling

Merchant / Consumer Affiliate Member’s continuous use of the Site, Platform,

and/or Services after receipt of notice effected as afore stated or after the date

specified in the notice, as appropriate, of such amendment, revision, change or

variance in these Terms, WOIY TECHNOLOGIES, INC.’s guidelines, instructions

and issuances;

g) The WOIY Selling Merchant / Consumer Affiliate Member acknowledges that

the Site, Platform, and Services are owned, licensed to, or controlled by WOIY

TECHNOLOGIES, INC., its licensors or service providers and further

acknowledges that the Selling Merchant / Consumer Affiliate Member has the

obligation to secure WOIY TECHNOLOGIES, INC., its licensors or service

providers, or that of the relevant copyright owners’ prior written consent before

the Selling Merchant / Consumer Affiliate Member can lawfully, directly or

indirectly, in any way use, reproduce, copy, show, transmit, broadcast, reverse

engineer, alter, hyperlink, mirror, or store electronically or otherwise any part or

parts thereof;

h) The WOIY Selling Merchant / Consumer Affiliate Member acknowledges that

WOIT TECHNOLOGIES, INC. and others' trademarks appearing or in any way

used in the Site, Platform, and Services are owned, registered or pending

registration for them and subject to their proprietary rights, and that these Terms

do not include any expressed, implied, or presumed authority in favor of the

WOIY Selling Merchant / Consumer Affiliate Member to directly or indirectly use

the same without their prior written consent;

i) The WOIY Selling Merchant / Consumer Affiliate Member acknowledges that

WOIY TECHNOLOGIES, INC. has the right at any time, without need of prior

notice or reason, to upgrade, modify, suspend, terminate or remove, in whole or

in part, the Site, Platform, or Services, any feature, content or part thereof,

equipment for access thereto, transmission method, transmission speeds or

other signal, and other aspects of the Site, Platform, and/or Services;

j) The WOIY Selling Merchant / Consumer Affiliate Member acknowledges that

WOIY TECHNOLOGIES, INC. is not obliged but may, in its sole discretion,

exercise its right to monitor, screen, control or, in the appropriate cases, to

remove any activity, content, material, and communication in the Site, Platform,

and/or Services, to investigate and take any action WOIY TECHNOLOGIES, INC.

deems appropriate concerning any possible violation of applicable laws, rules

and regulations, these Terms, amendments or revisions hereto and other WOIY

TECHNOLOGIES, INC. issuances, to report any suspected violation of

applicable laws, rules and regulations, to cooperate with in any investigation in

connection therewith by competent authorities, to request any information and

data from the WOIY Selling Merchant / Consumer Affiliate Member in

connection with the access to and/or use of the Site, Platform, and/or Services;

k) The WOIY Selling Merchant / Consumer Affiliate Member acknowledges that

WOIY TECHNOLOGIES, INC. has the right to terminate, prevent, suspend, or

restrict any WOIY TECHNOLOGIES, INC. Selling Merchant / Consumer Affiliate

Member’s access to and/or use of the Site, Platform, and/or Services for violation

of applicable laws, rules and regulations, breach of these Terms and other WOIY

TECHNOLOGIES, INC. issuances, including failure to comply with the

undertakings herein, and such other causes WOIY TECHNOLOGIES, INC., in its

sole discretion, may deem appropriate;

l) The WOIY Selling Merchant / Consumer Affiliate Member acknowledges that

WOIY TECHNOLOGIES, INC. has the right to delegate or subcontract the

performance of any of its functions in connection with the performance of its

obligations hereunder and the right to use any service providers, subcontractors

and/or agents on such terms as WOIT TECHNOLOGIES, INC. deems

appropriate.

IV. GENERAL PROVISIONS FOR TRANSACTIONS

1. Customer Contract between the Parties.

All agreements for the purchase of goods and/or services through the Platform

shall directly be between WOIY Selling Merchants and WOIY Consumer Affiliate

Members only and shall be governed by their individual customer contracts.

2. Description of Product and Replacement.

The WOIY Selling Merchant shall, as much as possible, endeavor to provide an

accurate description of the products offered. Said Merchant, however, does not

warrant that such description is free from error. Subject to applicable laws, rules,

and regulations, if the product delivered to the WOIY Consumer Affiliate

Member is fundamentally different from that described in the Platform and

ordered by the said Member, the Member may request a replacement.

3. Placement of Order.

The WOIY Consumer Affiliate Member places an order through the Platform by

clicking the “Request Order” button. The said Member shall be responsible for

ensuring the accuracy of the order. The WOIY Selling Merchant concerned will

be informed through the Platform of the order and respond by stating the

availability of the goods and/or services ordered, the purchase price and/or

service fee involved, and the status of the order. Once the parties have indicated

through the Platform their agreement to the transaction, payment for the

product shall float, and the said Merchant will receive a confirmation of the

order. The payment will float until the delivery of goods and/or completion of

the services has been confirmed by the Member.

4. WOIY Selling Merchant’s Acceptance of the Order; Customer Contract.

Acceptance of an order is subject to the WOIY Selling Merchant’s sole

discretion. The said Selling Merchant’s acceptance shall result in the constitution

of a customer contract with the Consumer Affiliate Member.

5. Order as Irrevocable and Unconditional.

Subject to applicable laws, rules, and regulations, upon confirmation of the

order received by the WOIY Selling Merchant, the order shall be irrevocable and

unconditional on the part of the WOIY Consumer Affiliate Member. The WOIY

Selling Merchant shall process such order(s) in accordance with the established

procedures and instructions issued by WOIY TECHNOLOGIES, INC. without

need of notice to or further consent by the Member, without prejudice to the

Merchant’s right to terminate as herein provided.

6. Purchase Reference Number.

Once the parties have indicated through the Platform their agreement to the

transaction, payment for the product shall float, and a purchase reference

number (PRN) will be generated and forwarded to the WOIY Consumer Affiliate

Member. The WOIY Selling Merchant will receive a confirmation of the order.

Thereafter, the Platform will generate step-by-step instructions on what the said

Member should do to effect actual payment to the Merchant concerned.

7. WOIY Selling Merchant’s Right to Terminate/Suspend.

Without prejudice to the WOIY Consumer Affiliate Member’s rights under

applicable laws, rules, and regulations, the WOIY Selling Merchant shall have the

right to terminate/suspend the customer contract before confirmation of the

order if a product has been mis-priced in the Platform. The said Merchant may

exercise the same right at any time after it has been determined that the

product is not available at the time the order was placed and will not be

available within a reasonable period of time thereafter; if force majeure prevents

the Merchant’s fulfillment of the order even if the product was available at the

time the order was placed and thereafter; and other similar or analogous causes

beyond the Merchant’s control. The Merchant may also exercise this right at any

time after it has been determined that the Member breached an obligation

under the customer contract. The Merchant shall terminate the customer

contract even upon or after confirmation of the order upon Merchant’s

knowledge that the product or its manufacture, processing, delivery, possession,

sale, distribution, delivery or transport at the time the order was placed or

thereafter is or becomes illegal or prohibited by competent authority in its place

of origin and destination and/ or place/s en route to its destination. The

Merchant will notify Member of such cancellation through the Platform’s

“message system.”

8. Refund Through Points or eWallet Points.

The WOIY Selling Merchant takes full responsibility for refunds to Members. The

refunded amount shall be credited to the WOIY Consumer Affiliate Member’s

account/Purchase Wallet in the equivalent of Personal Purchase Points (PPP).

9. Issuance of Personal Purchase Points as Refund and Liability of Merchant.

The WOIY Selling Merchant shall issue the Personal Purchase Points (PPP) value

in place of the refund and shall be solely liable for any direct or indirect injuries,

damages, and costs suffered by or in respect of the WOIY Consumer Affiliate

Member due, in whole or in part, to the Merchant’s unjustifiable refusal to issue

PPP as a refund. One PPP shall have the equivalent value of one Philippine peso

(Php 1.00).

10. Chat Support.

The WOIY Consumer Affiliate Member’s questions or complaints shall be

registered through the Platform through the WOIY TECHNOLOGIES, INC. “chat

support.” The WOIY Selling Merchant shall communicate with the Consumer

Affiliate Member also through the “chat support” on the latter’s questions and

complaints.

11. Intellectual Property Rights.

The WOIY Consumer Affiliate Member acknowledges that the products and/or

parts thereof offered through the Platform are subject to the intellectual

property rights of the WOIY Selling Merchants, their creators, authors, inventors,

or licensors and that the products and/or parts thereof have been sold without

granting the Member any authority to act in such a way as to adversely affect the

said proprietary rights. Trademarks, logos, copyright notices, serial numbers,

labels, and the like affixed to the products, product materials such as software

applications, drivers or other computer programs and/or all other design details,

technical handbooks or manuals, drawings or other data, and other forms of

intellectual property forming the products and/or parts thereof remain the

properties of the Merchants, their creators, authors, inventors, or licensors and

cannot be the subject of any proprietary rights of the Member, removed,

altered, reproduced, or used by the Member outside or in violation of the terms

and conditions of use allowed or prescribed by the Merchants, creators, authors,

inventors, or licensors thereof and without their prior written consent.

V. DELIVERY, PRICES AND TAXES

1. Place and Time of Delivery; Shipping and Other Charges. The WOIY

Consumer Affiliate Member shall specify the place of delivery for the ordered

products. While the WOIY Selling Merchant and Member may agree on a

delivery date, the Member acknowledges that the time of delivery is merely an

estimate, subject to contingencies such as product availability, and shall not be

considered essential. The Merchant shall inform the Member of any delays

through the “message system” on the Platform. Unless the Merchant has

indicated the shipping, packing, and other charges incidental to the delivery of

the product on the Platform, the parties shall agree on these charges separately.

In any case, these charges shall be included in the Member’s payment.

2. Tracking Information. To allow the WOIY Consumer Affiliate Member to

monitor the status of the order, the Platform, whenever applicable, shall provide

tracking information.

3. Presumption of WOIY Consumer Afﬁliate Member’s Receipt. The Member

shall be presumed to have received the product if, after the Merchant has made

reasonable efforts in good faith, as recorded on the Platform, to locate the

Member and deliver the product, the Member fails to communicate with the

Merchant through the Platform within three (3) days from the projected delivery

date or from the date of the last notice from the Merchant through the Platform

regarding the attempted delivery, whichever is later.

4. WOIY TECHNOLOGIES, INC. Selling Merchant’s Termination. Subject to

applicable laws, rules, and regulations, and without prejudice to other grounds

and remedies provided in these Terms, the WOIY Selling Merchant may

terminate or cancel the customer contract if the WOIY Consumer Affiliate

Member fails to receive the product due to the Member’s fault.

VI. PRICES, PAYMENT METHODS, TAXES, CANCELLATION OF CONTRACT/

SUSPENSION OF DELIVERY, REFUNDS

1. Prices and Taxes. As a rule, the listing price of the product at the time the order

confirmation is transmitted by the WOIY Consumer Affiliate Member to the

WOIY Selling Merchant through the Platform is controlling. If the price of the

product has changed before the Merchant has been able to update the price on

the Platform, the Merchant may respond via the “message system” to inform the

Member of the price change and wait for the Member’s confirmation or non-

conformity with the change.

2. Payment Methods. Only payment methods prescribed by WOIY

TECHNOLOGIES, INC. through the Platform shall be used by the WOIY

Consumer Affiliate Member. WOIY TECHNOLOGIES, INC., in its sole discretion,

may modify or discontinue, temporarily or permanently, any payment method by

notice through the Platform or otherwise. Such modifications or discontinuances

will have prospective effect. Payment will be credited to the WOIY Selling

Merchant upon the Member’s acceptance of the goods and/or services.

Payments shall be made directly to the Merchant’s wallet in the Platform. The

Merchant may send the Member an invoice upon the due date of any payment

under the customer contract. The Merchant will accept payment in their own

right. Any failure, disruption, or error in connection with the Member’s chosen

payment method, not attributable to the Merchant, shall not result in a cause of

action against the Merchant or its agents.

3. Taxes. The WOIY Selling Merchant is responsible for declaring the value-added

tax and all other taxes accrued from the sale of goods.

4. Cancellation of Contract / Suspension of Delivery. Prior to dispatch of the

product by the WOIY Selling Merchant, the WOIY Consumer Affiliate Member

may cancel the customer contract for any reason by informing the Merchant via

the “message system” on the Platform. Otherwise, the Member may not cancel

the customer contract but may return the products as provided herein. The

Merchant may also immediately stop or suspend deliveries to the Member and/

or terminate the customer contract by sending a message via the “message

system” on the Platform if the Member fails to make any payment under the

terms and conditions of the elected payment method, if payment is canceled for

any reason whatsoever, or at any time after the occurrence of any of the events/

reasons stated in these Terms, without prejudice to other rights and remedies

available to the Merchant under applicable laws, rules, and regulations.

5. Refunds. Refunds shall be made to the WOIY Consumer Affiliate Member who

made the original payment through the same payment method or mechanism

chosen by the Member to make payment. Refunds are contingent upon the

WOIY Selling Merchant’s acceptance of a valid return of the product. The

timeliness of processing refunds is subject to the availability of the Merchant’s

wallet point. Refunds through wallet points shall be credited to the Member’s

purchase wallet, depending on the complete and accurate WOIY

TECHNOLOGIES, INC. account details provided to the Merchant.

VII. RETURNS / REPLACEMENTS!

1. Return of Product. The return of the product shall be in accordance with the

WOIY Selling Merchant’s instructions and made within 7 days from the date of

delivery for items covered under satisfaction guarantee, and 2 days from the

date of delivery for items covered under 100% buyer protection. Failure of the

WOIY Consumer Affiliate Member to comply with the Merchant’s instructions

entitles the Merchant to reject the return of the product. The Merchant’s

agreement to the return of the product entitles the Consumer Affiliate Member

to a replacement thereof.

2. Causes for Return. A product that has missing parts, is faulty or damaged, is not

the item ordered, is fundamentally different from that ordered, or is of the wrong

size or dimension (if size and dimension are material to the order) may be

returned.

3. How Return is Made. Upon agreement to the return of a product, the WOIY

Selling Merchant becomes the owner thereof, and the WOIY Consumer Affiliate

Member, upon the Merchant’s request, shall ship back the nonconforming

product. The Merchant shall provide a replacement thereof or refund the

purchase price.

4. Damage or Loss of the Product. Damage to or loss of the product shall pass to

the WOIY Consumer Affiliate Member upon delivery to the Member or their

duly-designated recipient at the address specified in the order. If an incorrect

address is stated in the order, resulting in failure to deliver or late delivery, or if

the Member or their duly-designated recipient wrongfully fails to take delivery of

the product at the time it was made, damage to or loss of the product shall be

borne by the Member from the time such delivery was attempted or refused.

5. Abandonment. A product is deemed abandoned when the WOIY Consumer

Affiliate Member refuses to take possession of the product or returns it without

sufficient cause. The WOIY Selling Merchant will safely keep the product for

seven (7) days from the date of receipt. After the lapse of this period, the

product or item is deemed abandoned by the Member, and the Merchant may

dispose of the product or item. The Merchant may, however, use its best efforts

to return the product to the Member.

VIII. OWNERSHIP OF THE GOODS

1. Ownership of the Product. The WOIY Consumer Affiliate Member shall not be

deemed the owner of the product, even after damage or loss thereof has passed

from the WOIY Selling Merchant, until the Merchant has received full payment

for the product in cash or cleared funds. Pending the transfer of ownership of

the goods from the Merchant, the Member shall hold the product in trust for the

Merchant, immediately notify the Merchant of any matters affecting the

Merchant’s title to the goods, and provide the Merchant with any information

relating to the goods as the Merchant may require. The Member is also

obligated to return the goods to the Merchant upon demand.

2. Encumbering the Goods. While ownership of the goods remains with the WOIY

Selling Merchant, the WOIY Consumer Affiliate Member shall not be entitled to

pledge, encumber, or in any way charge the goods as security for any

indebtedness. Upon breach of this provision by the Member, all money owed by

the Member to the Merchant shall become immediately due and payable.

IX. WAIVER, QUITCLAIM, LIMITATION OF LIABILITY

1. Free and Harmless Clause. The WOIY Selling Merchant/Consumer Affiliate

Member agrees to hold WOIY TECHNOLOGIES, INC., its assigns, directors,

officers, employees, agents, and all those acting on its behalf free and harmless

from and against all liabilities, claims, demands, and causes of action of any kind

or character incurred, originating, or resulting from, relating to, arising out of, or

caused by the following:

•

Any intentional or unintentional act or omission of any kind and nature

amounting to a breach of these Terms and other WOIY TECHNOLOGIES, INC.

issuances by the WOIY Selling Merchant/Consumer Affiliate Member;

•

Any intentional or unintentional act or omission of any kind and nature

facilitated by, through, or in any way connected with the WOIY Selling

Merchant/Consumer Affiliate Member’s access to and/or use of the Site,

Platform, and/or Services, resulting directly or indirectly in violation of or

noncompliance with applicable laws, rules, and regulations;

•

Any intentional or unintentional act or omission of any kind and nature resulting

in breach or nonfulfillment of a customer contract, covenant, or agreement by

the WOIY Selling Merchant/Consumer Affiliate Member;

•

Any intentional or unintentional act or omission of any kind and nature resulting

in breach, violation of, or noncompliance with the WOIY Selling Merchant/

Consumer Affiliate Member’s obligations, responsibilities, and undertakings,

including the commission of any prohibitions, stated expressly, or necessarily

implied or included, in these Terms, amendments or revisions hereto, and other

WOIY TECHNOLOGIES, INC. issuances;

•

Any intentional or unintentional act or omission of any kind and nature by the

WOIY Selling Merchant/Consumer Affiliate Member directly or indirectly

resulting in the impairment, disregard, or derogation of WOIY TECHNOLOGIES,

INC.'s rights and prerogatives, stated expressly or necessarily implied, in these

Terms, amendments or revisions hereto, and other WOIY TECHNOLOGIES, INC.

issuances, including noncompliance with WOIY TECHNOLOGIES, INC.'s

requests/instructions;

•

Any inaccuracy or misrepresentation, breach of any representation, warranty,

terms or methods of payment, condition, failure to comply with product

standards and/or specifications, and other requirements, after-sales services,

manuals, product warnings, instructions, failure to pay or lack of payment for

goods and/or services, the sale and/or resale of the product to the WOIY Selling

Merchant/Consumer Affiliate Member, intentional damage or misuse,

negligence, product alteration or modification, or failure to comply with

Merchant’s instructions on the use of the products, and other matters related to

the product, the transaction, negotiations, discussions, customer contract, and

the responsibilities and/or liabilities committed by the WOIY Selling Merchant/

Consumer Affiliate Member, which are inherent to or necessarily included in the

Merchant’s role as seller and/or Member’s role as consumer.

2. Indemniﬁcation for Damages. The WOIY Selling Merchant/Consumer Affiliate

Member agrees to indemnify WOIY TECHNOLOGIES, INC. for expenses, losses,

fines, penalties, damages, including but not limited to the cost of defense and

attorney’s fees, damages for loss of profits, goodwill, intangible losses, and any

other type of damages and expenses of every kind and character, incurred,

originating, or resulting from, relating to, arising out of, or caused by any or all

of the foregoing.

3. Interruptions, Termination, and Unavailability of the Site, Platform, and

Services. The WOIY Selling Merchant/Consumer Affiliate Member further agrees

to hold WOIY TECHNOLOGIES, INC., its assigns, directors, officers, employees,

agents, and all those acting for and on its behalf free and harmless from and

against interruptions, suspensions, cancellations, termination of access to and/or

use of the Site, Platform, and Services, or unavailability of the same, or loss of

data during transmission of information through the internet, which may occur

from time to time for any reason, including those within WOIY TECHNOLOGIES,

INC.'s control.

X. FINAL PROVISIONS

1. Failure to Enforce these Terms or Rights. The failure of WOIY

TECHNOLOGIES, INC. to enforce these Terms or any part thereof shall not be

construed as a waiver of either. Similarly, the failure of WOIY TECHNOLOGIES,

INC. to enforce its rights under applicable laws, rules, and regulations shall not

be construed as a waiver thereof.

2. Currency. Prices, payments, and refunds resulting from transactions entered into

through the Site, Platform, and Services shall be in Philippine Pesos or its

equivalent in Philippine Pesos.

3. Force Majeure. Force Majeure

WOIY TECHNOLOGIES, INC. and the Selling Merchant shall not be held liable

for any delay, non-performance, or erroneous performance of obligations under

the customer contract, or for any breach of these Terms, if such delay, non-

performance, or erroneous performance is caused by force majeure. Force

majeure events include, but are not limited to, acts of God (such as severe

natural events or weather incidents including floods, fires, earthquakes,

hurricanes, or explosions); war; acts of terrorism; epidemics; acts of

governmental authorities (such as expropriation, condemnation, and changes in

laws and regulations); strikes and labor disputes; accidents; and other causes

beyond reasonable control. WOIY TECHNOLOGIES, INC. shall not be held

liable for any breach of the customer contract by the Selling Merchant, or for any

inaccurate or erroneous information, data, or content supplied by the Selling

Merchant. Additionally, WOIY TECHNOLOGIES, INC. is not responsible for any

inaccuracy, error, or failure of the Site, Platform, and/or Services, or any act or

omission due to force majeure.

4. Binding Effect and Admissibility of Records. WOIY TECHNOLOGIES, INC.'s

records of the transaction/communication between the WOIY Selling Merchant

and Consumer Affiliate Member, or those relating to or in connection with the

Platform and Services, whether electronically transmitted, stored in electronic

form, computer-generated, or otherwise maintained by WOIY TECHNOLOGIES,

INC. or its service providers, shall be deemed competent, genuine, authentic,

and admissible evidence of any information and/or data transmitted between

the Merchant and the Member. These records shall be binding and conclusive

on both parties.

5. Assignment of Rights.

•

The WOIY Selling Merchant and the Consumer Affiliate Member may not assign

their respective rights under the customer contract to any third party without the

prior written consent of the other party.

•

The WOIY Selling Merchant may assign its rights under the customer contract

without the consent of the Consumer Affiliate Member.

•

Neither the WOIY Selling Merchant nor the Consumer Affiliate Member may

assign their rights or obligations against or to WOIY TECHNOLOGIES, INC. to

any third party without the prior written consent of WOIY TECHNOLOGIES,

INC.

6. Construction, Alternative Dispute Resolution, and Venue for Litigation. Any

dispute, controversy, or claim between WOIY TECHNOLOGIES, INC. and the

WOIY Selling Merchant and Consumer Affiliate Member arising out of or relating

to these Terms shall be settled by arbitration under Republic Act 9285

(Alternative Dispute Resolution Act of 2004), except when specifically excluded

therein. In case of court litigation between WOIY TECHNOLOGIES, INC. and

the WOIY Selling Merchant and Consumer Affiliate Member., the WOIY Selling

Merchant and Consumer Affiliate Member agrees that the venue shall be in the

courts of Taguig City, Republic of the Philippines, to the exclusion of all others.

7. Injunction. WOIY TECHNOLOGIES, INC. reserves the right to seek injunctive

relief if it believes that such relief is the only adequate and timely remedy for a

breach or non-performance of these Terms by the WOIY Selling Merchant and

Consumer Affiliate Member.

8. Severability Clause. A declaration, judgment, decision, or enactment by a

competent authority that any provision or part of these Terms is illegal, void,

invalid, or unenforceable shall not affect or impair the legality, validity, or

enforceability of the remaining provisions hereof.

9. Entire Agreement. These Terms shall constitute the entire agreement between

the WOIY Selling Merchant and Consumer Affiliate Member and WOIY

TECHNOLOGIES, INC. relating to the subject matter hereof and shall supersede

all prior understandings, communications, representations, and agreements

made concerning the same.