Terms of use

Welcome to the website (the “Site”) for PANDA STUDIO LIMITED(“us”, “our”, or“PANDA”). Please review the following terms and conditions about your use of this site. As used on the Site, the terms “you” and “your” means any person who views, accesses, uses, or obtains information from the Site or who obtains information by monitoring activity to and from the Site. By using this Site, you agree to be bound by these terms.

Terms and Conditions

These Terms of Use (the “Terms of Use”) states the terms and conditions under which you may access and use the Site. This Site also contains various information in the form of reports, data, text and other materials about us, as well as third-party content that is licensed to us (collectively, the“Content”). By accessing and/or otherwise using this Site and its Content, you acknowledge that you have read, understood and agree to be legally bound by theseTerms of Use as a binding legal agreement between you and PANDA without limitation or qualification.

Please read these Terms of Use carefully. We reserve the right to amend these Terms of Use at any time and from time to time by posting a revised Terms ofUse on the Site. If you use the Site after an amended Terms of Use has been posted, you will be deemed to have agreed to such amended Terms of Use. You may want to periodically visit this page to view the most recent Terms of Use.

User License

PANDA grants you permission to view and access the Site and Content in accordance with these Terms of Use and solely for your own personal, non-commercial use, provided you do not remove any trademark, copyright or other notice contained on such pages. No other use is permitted. You may not, for example, incorporate the information, content, or other material in any database or cache. You may not re-publish, transmit, display, perform, reproduce, resell, license, create derivative works from, transfer, or sell any information, content, material, software, products or services obtained through the Site, except as specifically noted above or granted by PANDA.

Except as specifically authorized by PANDA, you may not access the Site with any robot, spider, web crawler, extraction software, or any other automated processor device to scrape, copy, or monitor any portion of the Site or any information, content, or material from the Site. PANDA reserves all of its statutory and common law rights against any person or entity who violates this paragraph. You may not link or frame to any pages of the Site or any content contained therein, whether in whole or in part, except as provided herein.

(c)may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise),unless expressly permitted by us;

Any rights not expressly granted herein are reserved.

Restrictions

You will not post, publish, reproduce, transmit, distribute or otherwise view, use or exploit the Site or any Content in a manner that: (1) is inconsistent with thse Terms of Use; (2) violates any federal, state or local law, rule, regulation or order, or (3) could damage, disable, overburden, or impair theSite or interfere with any other party’s use and enjoyment of the Site. You acknowledge and agree that the Site and the Content includes subject matter that is owned by us or other third parties and is protected under copyright, trademark and other intellectual property laws. Unauthorized use of the Site or the Content may violate such intellectual property laws or other laws relating to privacy and publicity. The violation of such laws may give rise to civil and/or criminal penalties.

You agree that you will not interrupt or attempt to interrupt the operation of this Site in any way. You will not impersonate any person or entity, or misrepresent your affiliation with a person or entity, or misrepresent the origin of any information that you provide to us. You agree that your use of the Site will at all times be for a lawful purpose and you agree to comply with all applicable laws and regulations in your use of the Site. Possible evidence of use of this Site for illegal purposes may be provided to law enforcementauthorities.

You will not transmit, distribute, introduce or otherwise make available in any manner through the Site any computer virus, keyloggers, spyware, worms, Trojanhorses, timebombs or other malicious or harmful programming (collectively,“Viruses”). We do not have an obligation to detect the presence of suchViruses. If you download software or any other Content from the Site, you do soat your own risk.

Intellectual Property Rights

You acknowledge that this Site and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. Youalso acknowledge that the Content is and shall remain our property or the property of our licensors. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, theContent. You may not modify, transmit, participate in the sale or transfer of,or create derivative works based on any Content, in whole or in part. However,you may print a reasonable number of copies of the Content for your personal use provided that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices.

The trademarks, logos and service marks appearing on this Site, including, but not limited to, the trademarks: “PANDA” and “PANDA STUDIO LIMITED.com” are trade marksand service marks of PANDA STUDIO LIMITED. Other company, product, and service names and logos used and displayed on this Site may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us. Nothing on this Site should be construed as granting, by implication or otherwise, any license or right to use any of trademarks and service marks displayed on this Site, without our prior written permission in each instance.

The Content of this Site is protected by copyright law. All such Content is also copyrighted as a collective work under the copyright laws, and we own a copyright in the selection, coordination, arrangement, and enhancement of suchContent.

Nature of User Material

The site may allow you and others to post, upload, transmit, display, publish, distribute, or otherwise submit material (collectively, "Submit"), including, but not limited to, images, information, articles, illustrations, lyrics, photos, audio files, poems, videos, or text (collectively, “Material”). You agree not to Submit any Material that:

• contains vulgar, profane, abusive, hateful, or sexually explicit language, epithets or slurs, text or illustrations in poor taste, inflammatory attacks of a personal, sexual, racial or religious nature, or expressions of bigotry, racism, discrimination or hate;

• is defamatory, threatening, disparaging, inflammatory, false, misleading, deceptive, fraudulent, inaccurate, or unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights or right of publicity of any third party;

• advertises, promotes or offers to trade any goods or services, except in areas specifically designated for such purpose;

• is intended primarily to promote a cause or movement, whether political, religious or other;

• contains copyrighted content (copyrighted articles, illustrations, images, lyrics, photos, audio, video, poems, text, or other content) without the express permission of the owner of the copyrights in the content;

• constitutes, promotes or encourages illegal acts, the violation of any right of any individual or entity, the violation of any local, state, national or international law, rule, guideline or regulation, or otherwise creates liability;

• discloses any personal identifying information relating to or images of a minor without consent of a parent, guardian or educational supervisor;

• infringes any copyright, trademark, patent, trade secret, or other intellectual property right;

• contains viruses or other harmful, disruptive or destructive files;

• harms or is inappropriate for minors to view;

• links to any commercial website;

• is not otherwise in compliance with these Terms of Use.

User Representations and Warranties

Eachtime you Submit Material to the Site, you represent and warrant that you havethe right to Submit the Material, which means:

• you are the author of the Material, or

• the Material is not protected by copyright law, or

• you have express permission from the copyright owner to post the Material to the Site; and

• you have the right to grant PANDA STUDIO LIMITED the license set out in these Terms of Use; and

• the Material you Submit does not violate these Terms of Use.

User License Grant to PANDA STUDIO LIMITED

You grant PANDA its affiliates, and related entities a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, display, archive, store, publish, transmit, perform, distribute, reproduce and create derivative works from all Material you provide to PANDA in any form, media, software or technology of any kind now existing or developed in the future. Without limiting the generality of the previous sentence, you authorize PANDA to include the Material you provide in a searchable format that may be accessed by users of the Site and other websites. You also grant PANDA and its affiliates and related entities the right to use your name and any other information about you that you provide in connection with the use, reproduction or distribution of such Material. You also grant PANDA the right to use theMaterial and any facts, ideas, concepts, know-how or techniques (“Information”)contained in any Material or communication you send to us for any purpose whatsoever, including but not limited to, developing, manufacturing, promoting and/or marketing products and services. You grant all rights described in this paragraph in consideration of your use of the Site without the need for additional compensation of any sort to you. PANDA does not claim ownership of Material you Submit to the Site.

Review & Removal of Material

PANDA reserves the right (but disclaims any duty, obligation, or responsibility) to refuse to post, remove in their entirety, or edit (at any time and without prior notice) any Materials available through the Site for any reason or no reason whatsoever, in its absolute and sole discretion.

Communications‍

Please be advised that we cannot guarantee the confidentiality of any communication or Material transmitted to us via the Site or via electronic mail. Accordingly, we suggest that you use caution when transmitting any information to us via such means. For example, you should not include confidential information about you (such as your Social Security number) in any email that you send to us. We hereby expressly disclaim any liability for damages resulting from third party interception of your communications with us via the Site or via electronic mail. If you choose to send us any information via the Site or via e-mail, you do so solely at your own risk.

Feedback and Submissions

Unless we specifically provided otherwise, all feedback or submissions of any kind that you submit to this Site are hereby received on a non-confidential basis and shall, to the fullest extent permissible under applicable law, become our property. By submitting any such information to us, you agree to a royalty-free assignment to us of all worldwide rights, title, and interest in copyrights and other intellectual property rights to the information. We shall be free to use such information on an unrestricted basis.

Linking‍

This Sit may contain hyperlinks to third party websites that we do not control.Access to any such website is not our responsibility and we are not responsible for the accuracy, or reliability of any content on such websites. The presence of a link to a third-party site does not mean that we endorse that site, its products, services or views expressed there. We provide these links merely for your convenience and the presence of such third-party links are not an endorsement by us.

Privacy Policy

Our Privacy Policy hereby incorporated by reference into these Terms of Use, explains the policy applicable to the information that is collected through the Site or received directly from you.

Indemnity

You agree to indemnify and hold PANDA, its parents, subsidiaries and affiliates, agents, officers, directors, or other employees harmless from any claim, demand, or damage(whether direct, indirect, or consequential, including reasonable attorneys' fees, made by anyone in connection with your use of the Site, with Material orInformation you Submit on or through the Site, with any alleged infringement of intellectual property or other right of any person or entity relating to the Site, your violation of these Terms of Use, and any other acts or omissions relating to the Site.

Minors

The consent of a parent, guardian or educational supervisor shall be required before a person under the age of 13 (a “Minor”) can use the Site. Use of the Site is confirmation that the person is an adult or a Minor who has received permission from a parent, guardian or educational supervisor to use the Site. A parent, guardian or educational supervisor will be responsible for any activities of a Minor in connection with the Site regardless of whether theMinor has received permission from the parent, guardian or educational supervisor to use the Site.

Your Account, Password and Security

Some elements of the Site may require you to register and/or create an account.During this process, you must select an account designation and password and provide certain personal information to PANDA STUDIO LIMITED, including a valid email address. In consideration of the use of Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, and (b) maintain and promptly update the personal information you provide to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or PANDA STUDIO LIMITED has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, PANDA STUDIO LIMITED has the right to suspend or terminate your account and refuse any and all current or future use of the Site(or any portion thereof).

You are responsible for maintaining the confidentiality and security of your account and password, and you are fully responsible for all activities that occur under your password or account, and for any other actions taken in connection with the account or password. You agree to (a) immediately notify PANDA STUDIO LIMITED of any known or suspected unauthorized use(s) of your password or account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information; and (b)ensure that you exit from your account at the end of each session. PANDA STUDIO LIMITED will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with (a) and (b) or for any acts or omissions by you or someone else using your account and/or password.

Governing Law

This Site is operated and controlled by us in Hongkong. All matters relating to your access to, or use of this Site shall be governed by Hongkong law. Any legal action or proceeding relating to your access to or use of this Site shall be instituted in Hongkong. You agree to submit to the jurisdiction of, and agree that venue is proper in these courts.