Phat Panda Site Usage Policy
TERMS OF SERVICE

TERMS AND CONDITIONS
For membership to phatpandamusic.com- Phat Panda Club. By registering with or subscribing to the Phat Panda CLUB, you hereby agree to the following terms and conditions.

These Terms of Service ("Terms") are a legal agreement between you and Phat Panda L.L.C. ("Phat Panda") governing your use of the phatpandamusic.com Web site (the "Site"). Please read these Terms carefully. By using the Site, you are indicating your agreement to be bound by these Terms as well as the provisions of Phat Panda's Privacy Policy, which is hereby incorporated by reference into these Terms. If you do not agree with or wish to be bound by these Terms, do not use the Site.

1. YOUR RESPONSIBILITIES
You are responsible for obtaining and maintaining all equipment and services needed for access to and use of the Site and for paying all charges related thereto. In addition, you agree not to use the Site to: (a) violate any local, state, national, or international law or regulation; (b) transmit any material that is abusive, harassing, defamatory, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; (c) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (d) transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (e) stalk, harass, or harm another individual; (f) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (g) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site. You may not use any "deep-link," "page-scrape," "robot," "spider" or other automatic device, program, algorithm or methodology, or any equivalent manual process, to access, acquire, copy or monitor any portion of the Site, or in any way circumvent the navigational structure or presentation of the Site, to obtain any materials, documents or information through any means not purposely made available through the Site.

2. PHAT PANDA CLUB TERMS
In addition to all other provisions in these Terms, the following terms and conditions shall apply to your membership to the Phat Panda Club.

a) Registration. When you register to become a member of the Phat Panda Club, Phat Panda collects certain personal information (including a credit card number) about you. You agree to: (i) provide true, accurate, current, and complete information as prompted by the registration form; and (ii) maintain and update such information to keep it true, accurate, current, and complete at all times.

b) Passwords and Security. When you register, you will be asked to provide a user name and password through which you will be able to access the Phat Panda Club area of the Site. Your membership is personal, which means, for example, that you are prohibited from sharing your user name and password with your friends and from posting your user name and password in a newsgroup or on a Web page. All visits to the Site via your account are logged and your account may be used only on one computer at a time. You are responsible for maintaining the confidentiality of your password, and you are solely responsible for all activities that occur under your password. Phat Panda recommends that you memorize this information and not write it down. You agree to immediately notify Phat Panda of any unauthorized use of your password or any other breach of security related to the Site. Phat Panda reserves the right to require you to change your password if Phat Panda believes that your password is no longer secure. Phat Panda will not be liable for any loss or damage arising from your failure to adequately safeguard your password.

c) Fees. By joining the Phat Panda Club, you agree to pay the membership fee identified at the time you join. Your membership will extend for one (1) year from the date on which you register. For your convenience, we will notify you when your membership is about to expire and, unless you notify us within [five (5)] days of receipt of such notice that you do not wish for your membership to renew, your membership will automatically renew for another year and your credit card will be charged the then-applicable annual membership fee. All payments must be made in U.S. currency.

d) Refund Policy. We are unable to offer refunds for memberships. It is your responsibility to determine if the Phat Panda Club meets your needs BEFORE registering; if you are uncertain about any features or what you are paying for, just e-mail us at phatpanda@phatpandamusic.com. Once you have signed up, a refund cannot be given. If, however, you (i) are having problems accessing the Phat Panda Club area of the Site, (ii) have contacted us and have exhausted all support options that we provide to assist you with technical problems, and (iii) are still unable to access the Phat Panda Club area of the Site, we will refund a pro rata portion of your membership fee based on the time remaining in your annual membership period. These are the ONLY circumstances under which you will receive a refund of your membership fee. In no event will you receive a refund if we terminate your membership under Section 7 of these Terms.

e) Cancellations. You may cancel your membership at any time. If you do cancel, you will not receive a refund of your annual membership fee but you will continue to have access to the Phat Panda Club area of the Site for the remainder of your membership period. If you cancel, you will not receive notice when your membership period is about to expire and if you would like to renew your membership you will need to register again.

3. COPYRIGHTS; RESTRICTIONS ON USE
The content on the Site (the "Content"), including without limitation, text, photos, and graphics, is copyrighted by Phat Panda, its affiliates, or its licensors under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by Phat Panda, its affiliates, or its licensors. The Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Phat Panda and its applicable licensors, with the sole exception that you may download one copy of the Content onto a single computer for your personal, noncommercial use. You must abide by all copyright notices, information, or restrictions contained in or attached to any Content. You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes any portion of the Site, use of the Site, or access to the Site. The Site is provided for your personal, noncommercial use only.

4. COPYRIGHT INFRINGEMENT
It is the policy of Phat Panda to respond expeditiously to claims of copyright infringement. Phat Panda will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws, up to and including blocking or removing the offending content. Phat Panda will terminate access for Site users who are repeat infringers.

5. TRADEMARKS
"Phat Panda" as well as certain other of the names, logos, and materials displayed in the Site constitute trademarks, tradenames, service marks or logos ("Marks") of Phat Panda or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Phat Panda or those other entities.

6. SUBMISSIONS
You agree that any information, feedback, questions, comments, or submissions you provide to Phat Panda regarding the Site or any services we provide through the Site ("Submissions") will be deemed to be provided to Phat Panda on a non-confidential and non-proprietary basis and will become and remain Phat Panda's property. Phat Panda shall have no obligation of any kind with respect to any Submissions and shall be free to reproduce, use, disclose, or distribute any Submissions for any purpose whatsoever, without limitation. You also agree that Phat Panda shall be free to use any ideas, concepts, or techniques embodied in the Submissions for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products or services incorporating such ideas, concepts, or techniques. In addition, you hereby waive all moral rights you may have in any Submissions.

7. TERMINATION
You agree that Phat Panda may suspend your access to all or part of the Site, without notice, if (a) you violate these Terms, (b) Phat Panda is unable to verify or authenticate any information that you provide, or (c) you engage in any conduct that Phat Panda, in its sole discretion, believes is in violation of any applicable law or regulation or is otherwise harmful to the interests of Phat Panda, any other Site user, or any third party. Further, you agree that Phat Panda shall not be liable to you or any third party for any termination of your access to the Site. You may discontinue your participation in and access to the Site at any time.

8. MODIFICATIONS TO TERMS
Phat Panda may change these Terms from time to time. Phat Panda will post notice of such changes on the Site. If you object to any such changes, your sole recourse shall be to cease using the Site. Continued use of the Site following notice of any such changes shall indicate your acknowledgement and acceptance of these Terms as modified.

9. MODIFICATIONS TO SITE
Phat Panda reserves the right to modify or discontinue the Site with or without notice to you. Phat Panda shall not be liable to you or any third party should Phat Panda exercise its right to modify or discontinue the Site.

10. FEES
Phat Panda reserves the right at any time to charge fees for access to new Site content or services or to portions of the existing Site content or services or to the Site as a whole. In no event will you be charged for access to any Site content or service, or to the Site as a whole, unless Phat Panda obtains your prior agreement to pay such charges. If you do not consent to such charges, however, you may not have access to paid content or services.

11. MONITORING OF CONTENT
Phat Panda does not monitor content transmitted using the Site. Phat Panda reserves the right, however, to delete, move, or edit any content transmitted using the Site that Phat Panda believes, in its sole discretion, violates these Terms. You agree that you are solely responsible for all content you transmit and receive using the Site.

12. LINKS
Phat Panda's provision of a link to any other Web site or Internet resource is for your convenience only and does not signify Phat Panda's endorsement of such other Web site or resource or its contents. IN NO EVENT WILL PHAT PANDA OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, CONSULTANTS, OR LICENSORS HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE AVAILABILITY OR ACCURACY OF SUCH SITES OR RESOURCES OR THE CONTENT, ADVERTISING, OR PRODUCTS ON OR AVAILABLE FROM SUCH SITES OR RESOURCES.

13. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PHAT PANDA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). PHAT PANDA MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. PHAT PANDA MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PHAT PANDA OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

14. LIMITATION OF LIABILITY
YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PHAT PANDA OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, CONSULTANTS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT'S) USE OF THE SITE.

15. EXCLUSIONS AND LIMITATIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Phat Pnda may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Phat Panda's liability shall be the minimum permitted under such applicable law.

16. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Phat Panda, its parents, subsidiaries, affiliates, officers, directors, employees, shareholders, consultants, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses and fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from (a) any information you submit, post, or transmit through the Site, (b) your violation of these Terms, or (c) your violation of any rights of any other person or entity.

17. MISCELLANEOUS
These Terms constitute the entire and exclusive and final statement of the agreement between you and Phat Panda with respect to the subject matter hereof, superseding any prior agreements or negotiations between you and Phat Panda with respect to the subject matter hereof. These Terms and the relationship between you and Phat Panda shall be governed by the laws of the State of California as applied to agreements made, entered into, and performed entirely in California by California residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the Site shall be brought in the Federal or State courts located in San Francisco County, California, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of Phat Panda to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of Phat Panda and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms that you wish to file must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect. The terms of Sections 3 through 6 and 13 through 17 of these Terms, as well as any other limitations on liability explicitly set forth herein, shall remain in full force and effect notwithstanding any termination of your use of the Site.