BINGA ENTERTAINMENT CORP.

WEBSITE LEGAL TERMS AND CONDITIONS

IMPORTANT! CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE PROCEEDING.

These Website Legal Terms and Conditions (the “Agreement”) constitute a legally binding agreement

between you (“you”) and Binga Entertainment Corp. (the “Company”), concerning your access to and

use of the websites at www.myndgymtoys.com and www.bingabam.com, as well as all other application, platforms and distribution channels linked or otherwise connected to the website (collectively, the “Website”). Each of the terms “we,” “us” and “our” means the Company.

1. Agreement to Terms

By accessing and/or using the Website, you are engaging in our “Services,” and you acknowledge and agree that access and/or use of the Website constitutes your acceptance of this Agreement as well as the Website’s privacy policy (the “Privacy Policy”), which is incorporated herein. Further, by entering this Agreement, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to access and/or use the Website.

If you do not wish to be bound by either this Agreement or the Privacy Policy, please immediately discontinue your use of and/or access to the Website. The effective date of this Agreement is when you accept or are deemed to accept this Agreement in accordance with the procedure set out herein. This Agreement will affect your legal rights, and we strongly recommend that you read the Agreement in its entirety and seek independent legal advice to address any questions you may have regarding the Agreement prior to further access to or use of the Website. Supplemental terms and conditions that may be posted on the Website from time to time are hereby expressly incorporated by reference.

2. Modifications to Website and Agreements

We reserve the right, out our sole discretion, to modify the contents of the Website at any time, but we have no obligation to update any information on the Website. You agree that it is your responsibility to monitor changes to the Website. Any new Website features shall be subject to this Agreement and the Privacy Policy. We reserve the right, in our sole discretion, to modify this Agreement at any time and for any reason, and we shall provide notice of such modification(s) by updating the “Last Updated” date of the Agreement, and you waive any right to receive specific notice of any such modification(s). Therefore, it is your responsibility to periodically review the Agreement to stay informed of updates. After such modification(s) are made, your continued use of the Website as of the “Last Updated” date shall constitute your

acknowledgement that you are aware of the modification(s), that you have accepted the

modification(s) and that you have agreed to be bound by the Agreement as modified.

3. Intellectual Property

You acknowledge that any and all information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trademarks, service marks, logos and trade names, including the name “Mynd Gym Toys,” contained within the Website (collectively the “Content”), including the manner in which the Content is presented or appears and all information relating thereto, are the property of their respective owners as indicated. Without limiting the generality of the foregoing, the term “Content” shall also include images, pictures, graphics, photographs, animations, videos, music, audio and text located on the Website. You agree that the Content is protected by copyright and trademark law. For the purposes of this Agreement, the term “Company Content” shall refer to Content that is posted, generated, provided or otherwise made available by us through the Website, and “User Content” shall refer to Content that is posted, generated, provided or otherwise made available by “Account Holders” (as defined in Section 4 of this Agreement) through the Website. The Content and its underlying technology are protected by copyright, trademark, patent, intellectual property and other laws of the United States and foreign countries, and the Company reserves all right in relation to the Company Content.

4. Registration Obligations

To use certain features of Website, you must first complete the registration process to create an account ("Account") and select and register a unique username and password (collectively, "Credentials"). For the purposes of this Agreement, those users who have established Accounts shall be referred to herein as “Account Holders.” Your Account and Credentials are specific to you and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. You will not permit any other person to use your Account or Credentials, and you will immediately notify us if you know or suspect that your Account or Credentials have been used by any other person.

During the registration process, you will provide true, accurate, current and complete information about yourself as prompted by the registration form (such information being the "Registration Data"). You will also maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate Account and refuse any and all current or future use of the Services (or any portion thereof) by you. Individuals under the age of majority in the state or province where they are located cannot register on any portion of this Website.

We may act upon any communication that is given through your Account or by using your Credentials. We are not required to verify the actual identity or authority of a person using your Account or Credentials, but we may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if we are not satisfied with the verification. If we, in our sole discretion, consider your Account or Credentials to be unsecure or to have been used inappropriately, then we may immediately cancel the Account or Credentials without any notice to you. Additionally, you may be required to change your Credentials from time to time.

Your Credentials, Registration Data and any other information that you provide to us through the Website, as well as certain other information about you, are subject to the Privacy Policy. Your privacy is important to us. For more information, please see the Privacy Policy for details.

5. Permitted Use

Pursuant to your agreeing to the terms of this Agreement, as set out in Section 1 , as well as our Privacy Policy, the Company hereby grants to you a personal, non-transferable and non-exclusive license to access and view the Content solely for your personal non-commercial use. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted herein.

6. Restrictions on Use

In addition to complying with this Agreement, you agree to use the Website, the Services and materials on the Website for lawful purposes only and in a manner consistent with local, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet by their residents.

Potential users of the Website and/or the Services, in any jurisdiction of the world whose laws would:(i) void this Agreement in whole or in any essential part (the essential parts being at least, but not only, the provisions relating to governing law, and limitation of liability); or (ii) render accessing the Website illegal; are unauthorized to use this Website.

You agree not to use the Services and/or the Website in any manner that: (i) infringes, violates or misappropriates the intellectual property rights of any third party; or (ii) may be considered defamatory, discriminatory or otherwise malicious or harmful to any person or entity.

You agree that you will not:

(i) distribute the Content for any purpose including without limitation compiling an internal database, redistributing or reproduction of the Content by the press or media or through any commercial network, cable or satellite system; or

(ii) create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Content in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise. You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of the Company or its licensors or allow any third-party to access the Content. The restrictions set out in this Agreement shall not apply to the limited extent the restrictions are prohibited by applicable law.

A breach or violation of this Agreement shall result in an immediate termination of your Account and/or access to the Website.

7. Prohibited Activities

You agree not to:

(a) access or use the Website for any purpose other than that for which we make the Website available;

(b) use the Website in connection with any commercial endeavors except those that we specifically endorse or approve;

(c) systematically retrieve data or other content from the Website to create or compile, directly or indirectly, any collection, compilation, database or directory without written permission from us;

(d) use the Website to collect usernames and/or email addresses for the purpose of sending unsolicited email or creating fraudulent user accounts;

(e) use a buying agent or purchasing agent to make purchases on the Website;

(f) circumvent, disable or otherwise interfere with security-related features of the Website.

(g) mislead or defraud other users, particularly for the purpose of obtaining sensitive account information such as user passwords;

(h) interfere with, disrupt or create an undue burden on the Website.

(i) use information obtained from the Website to harass, abuse or harm another person.

(j) use the Website in way that competes with us;

(k) use the Website and/or the Content for any revenue-generating endeavor or commercial enterprise.

(l) delete the copyright or other proprietary rights notice from any Content;

(m) copy or adapt the Website’s software, including but not limited to Flash, PHP, HTML,JavaScript, or other code; or

(n) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming in way that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website.

8. User-Generated Content

Portions of the Website allow users to post and exchange User Content, but we do not screen, edit or review any User Content before it is posted or transmitted. Posted and/or transmitted User Content does not necessarily reflect the views of Company, and we disclaim all responsibility for any such User Content and for any losses or expenses resulting from its use and/or appearance on the Website. We welcome any questions, comments or feedback you might have about the Website, this agreement or any products or services we offer ("Feedback"). Please refer to the Contact section of the Website for phone numbers and email addresses.

If you provide User Content or Feedback (collectively, your “Contributions”), you grant us an unrestricted, unlimited, irrevocable, perpetual, nonexclusive, transferable, royalty-free, fully-paid, worldwide right and license to use and commercialize the feedback in any way and for any purpose without providing any compensation to you or any other person. You also grant us the right to use the name you submit with your Contributions, if any, in connection with our rights hereunder. Further, any Contributions you transmit shall be treated as non-confidential and non-proprietary.

When you create or make available any User Content, you represent and warrant that:

(i) None of your Contributions are false, inaccurate or misleading.

(ii) The creation, distribution, transmission, public display or performance, and the accessing, downloading or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

(iii) You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, and other users of the Website to use your Contributions in any manner contemplated by this Agreement.

(iv) You have the written consent, release and/or permission of each identifiable individual person portrayed in your Contributions to use his or her name and/or likeness to enable inclusion and use of your Contributions in any manner contemplated herein.

(v) Your Contributions comply with Sections 9 and 10 of this Agreement.

(vi) Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

(vii) Your Contributions do not violate any applicable law, regulation, or rule.

(viii) Your Contributions do not violate the privacy or publicity rights of any third party.

(ix) Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner and do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

(x) Your Contributions do not otherwise violate, or link to material that violates, any provision of this Agreement, or any applicable law or regulation.

You waive all moral rights in your Contributions and warrant that moral rights have not otherwise been asserted in your Contributions. We are not liable for any statements or representations in your Contributions. You are solely responsible for your Contributions, and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole discretion, to (1) edit, redact, or otherwise change any Contributions; (2) re-categorize and/or relocate within the Website any Contributions; and (3) pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

9. Abusive or Offensive Language

Abusive or offensive language is not permitted in User Content or communications with our staff. Any violation of this policy may result in termination of your Account. You hereby agree that you shall not post any unlawful, obscene, libelous, defamatory, threatening, or other materials that would violate any law or generally be considered offensive via the Website or in any correspondence with our staff. Abusive or offensive language includes, but is not limited to, any statements that are, in our sole opinion, obscene, profane, racist, in bad taste, slanderous, unnecessarily hostile, or contrary to the purpose of our enabling the positing of User Content.

Further, you agree that you shall not make any statements on or through the Website which promote any website, service or product of any party except the Company. You shall not make any statements about the Company, the Website or the Services that are untrue or would reasonably be considered derogatory or critical.

10. Illicit Advertising

At no time shall you or any individual or organization you are affiliated with advertise third-party products, services or Websites via the Website without our express written permission. We reserve the right to suspend or indefinitely terminate Accounts of those who misuse the Website to make statements that advertise any product, Website or service that is not endorsed by the Company.

11. Hyperlinks

Hyperlinks on the Website are provided for your convenience only and do not imply an endorsement of any linked sites or an affiliation with their owners or operators. We have no control over the content of any linked sites and therefore do not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice or statements contained at such sites. Such content is the sole responsibility of the owner or operator of the linked site, and when you access such sites, you are doing so at your own risk.

12. Features and Specifications

All features and specifications of the products described or depicted on the Website are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. We make all reasonable efforts to accurately display the attributes of products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any product on the Website at any particular time does not imply or warrant that such product will be available at such time.

13. Limitations

We reserve the right to limit the sales of products to any person, geographic region or jurisdiction, and we may exercise this right on a case-by-case basis. We also reserve the right to limit the quantities of any products that we offer. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this Website is void where prohibited.

14. No Warranties, Limitations on Liability and Disclaimers

YOUR ACCESS TO OUR WEBSITE, THE CONTENT, DOWNLOAD OF THE SOFTWARE AND PARTICIPATION IN THE GAMES IS AT YOUR SOLE OPTION, DISCRETION AND RISK. THE COMPANY SHALL NOT BE LIABLE FOR COMPUTER MALFUNCTIONS OR ATTEMPTS BY YOU TO PARTICIPATE IN THE GAME BY METHODS, MEANS OR WAYS NOT INTENDED BY THE COMPANY. OUR WEBSITE, THE CONTENT, THE GAMES AND THE SOFTWARE ARE PROVIDED TO YOU "AS IS," WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THE FUNCTIONS CONTAINED IN OUR WEBSITE, THE GAMES OR THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THEIR OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE USE, QUALITY AND PERFORMANCE OF OUR WEBSITE LIES WITH YOU

THE COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE WEBSITE, OR THE SERVICES, HOWEVER THEY ARISE, WHETHER FOR BREACH OF CONTRACT OR IN TORT, EVEN IF THE COMPANY RECEIVED PRIOR NOTICE OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT, SHALL THE COMPANY BE LIABLE FOR ANY MALFUNCTIONS OF THE SOFTWARE, BUGS OR VIRUSES, RESULTING IN LOST DATA OR ANY OTHER DAMAGE TO YOUR COMPUTER EQUIPMENT OR SOFTWARE. FURTHER, THE COMPANY IS NOT REQUIRED TO PROVIDE REDUNDANT OR BACKUP NETWORK AND/OR SYSTEMS.

THERE IS NO GUARANTEE THAT PERSONAL INFORMATION AND TRANSACTIONS ON THIS WEBSITE OR ON THE INTERNET WILL BE MAINTAINED CONFIDENTIAL AND SECURE. THE USE OF THIS WEBSITE AND THE CONTENT IS AT YOUR OWN RISK AND THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE CONTENT, YOUR USE OF THE WEBSITE OR THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF YOUR PERSONAL INFORMATION.

THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON THIS SITE. THE CONTENT ON THIS SITE MAY BE CHANGED WITHOUT NOTICE TO YOU. THE COMPANY IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. THE COMPANY DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE WEBSITE. ACCESSING THE CONTENT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.

You acknowledge and agree that these Terms present a fair allocation of risk and liability, and that this Section 14 is an essential part of the bargain between the parties to this Agreement, a controlling factor in setting any fees or other charges, and an inducement to the parties to enter into these Terms.

THE TERMS OF THIS AGREEMENT MAY BE CHANGED, FROM TIME TO TIME BY THE COMPANY ACTING IN ITS SOLE DISCRETION, WITHOUT NOTICE TO YOU. YOU ARE STRONGLY RECOMMENDED TO REVIEW THE TERMS AND CONDITIONS OF THIS AGREEMENT ON A REGULAR BASIS TO STAY INFORMED OF SUCH CHANGES, IF ANY.

15. Termination

This Agreement is effective until terminated by us, with or without cause, in our sole discretion. We may terminate this Agreement without notice to you if you fail to comply with any of its terms. Any such termination shall be in addition to, and without prejudice to, such rights and remedies as may be available to us under this Agreement, including injunction and other equitable remedies.

The disclaimers, limitations on liability, ownership, termination, interpretation, your license to the Company, your warranty and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.

16. Indemnity

You agree at all times to indemnify, defend and hold harmless the Company, its directors, officers, shareholders and employees, including the Company’s agents, suppliers, affiliates and their respective directors, officers and employees, from and against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) arising from, connected with or relating to your use of the Website, the Content or the Services or your negligence, misconduct, or breach of this Agreement. Notwithstanding the foregoing, we retain the right to participate in the defense of and settlement negotiations relating to any third-party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense.

17. Purchase and Payment

We accept the following forms of payment:

• Visa

• Mastercard

• Paypal

You agree to provide current, complete and accurate purchase and account information for all your purchases made through the Website. You further agree to promptly update account and payment information, including email address, payment method and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time.

You agree to pay all charges at the prices then in effect for your purchases as well as any applicable shipping fees and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order.

We reserve, at our sole discretion, the right to:

• correct any errors or mistakes in pricing, even if we have already requested or received

• payment;

• refuse any order placed through the Website;

• limit or cancel quantities purchased per person, per household, or per order; and

• limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

We will charge your credit card using the descriptor Binga Entertainment Corp. and a contact phone number, which will appear on your credit card statement. All credit card transactions are charged in U.S. dollars or Canadian dollars. You will be emailed a receipt for any transaction involving your credit card conducted through Website. Please keep a copy of these transaction receipts for your records.

If you fraudulently dispute a transaction with the Company, we will ascertain your whereabouts and commence legal action against you to recover all damages and costs (including our legal fees) incurred by us as result of your fraud. Please be advised that it is unlawful to dispute valid credit transactions.

18. Return Policy

Prior to making any purchases, please review the Return Policy posted on the Website.

19. Entire Agreement

This Agreement, the Privacy Policy and all other notices, policies and statements contained on the Website (all as may be amended by us from time to time without prior notice) constitute the entire agreement between us and you and supersede any and all prior agreements, representations or statements made by the us. This Agreement cannot be modified except as described herein. Anything in the Website inconsistent with this Agreement is superseded by this Agreement.

20. Waiver

No waiver of any of any term(s) within this Agreement will be deemed a further or continuing waiver

of such term(s) or any other term(s). ‘

21. Severability

If in any jurisdiction, any of the terms withing this Agreement are held to be unenforceable by a court

of competent jurisdiction, such terms shall be restricted or eliminated to the minimum extent

necessary and the remaining terms will otherwise remain in full force and effect.

22. Relationship Between Parties

The relationship between Company and you shall be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms or this Website.

23. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of

British Columbia, Canada and the laws of Canada applicable in British Columbia, excluding any laws

that implement the United Nations Convention on Contracts for the International Sale of Goods or the

United States Uniform Commercial Code, and excluding any rules of private international law or the

conflict of laws that would lead to the application of any other laws. Subject to Section of 24 , you

submit to the exclusive jurisdiction of the courts of the Province of British Columbia.

24. Dispute Resolution

To the extent permitted by applicable law, unless we agree otherwise, any claim, dispute or

controversy, whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether

pre-existing, present or future, arising out of or relating to the Services, the Website, this Agreement or

the Privacy Policy, will be determined by final and binding arbitration to the exclusion of the courts.

Where applicable, arbitration will be conducted in the province in which you reside The arbitration shall take place in British Columbia, on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in the province or jurisdiction in which you reside on the date of the notice. In the event the parties cannot agree on an arbitrator one shall be appointed in accordance with the Arbitrations Act, S.B.C. 2020, c. 2. The seat or the arbitration shall be Vancouver, British Columbia, but if doing so will not materially interfere with the arbitration process

the parties may participate in the arbitration remotely through video communications software such as Zoom. The foregoing does not, however, preclude us from seeking injunctive relief in other

jurisdictions when necessary to protect our interests. You agree that any dispute resolution

proceedings will be conducted only on an individual basis and not in a class, consolidated or

representative action. If for any reason a claim proceeds in court rather than in arbitration, you waive

any right to a jury trial.

25. Interpretation

The division of this Agreement into sections and the insertion of headings are for convenience of

reference only and shall not affect the construction or interpretation of this Agreement. In this

Agreement, words importing the singular number include the plural and vice versa, words importing

gender include all genders; and words importing persons include individuals, sole proprietors,

partnerships, corporations, trusts and unincorporated associations.

26. Inurement

This Agreement shall inure to the benefit of, and be binding upon, each of us and our respective

successors and permitted assigns. You acknowledge having read this Agreement before accepting it,

having the authority to accept this Agreement and having received a copy of this Agreement.

PLEASE PRINT A COPY OF THE TERMS OF THE AGREEMENT FOR YOUR REFERENCE. IN ADDITION, WE

SUGGEST THAT YOU PRINT AND STORE ALL TRANSACTION RECEIPTS AND GAME RULES AS APPLICABLE

TO YOUR ACTIVITIES.

Copyright © 2024 Binga Entertainment Corp. All rights reserved.

Binga Entertainment Corp can be contacted by email at hello@bingabam.com