May 2004

 TERMS AND CONDITIONS OF WEBSITE USE

This Website is provided by Panache Place, Inc. (hereinafter “Panache”). Your use of this Website is subject to the Terms and Conditions of Website Use (“User Agreement”). Please read this User Agreement carefully and be sure you understand it, as it is a legally binding agreement that contains important information about our Website and your permitted use of it. From time to time we may unilaterally modify this User Agreement, please review this User Agreement every time you use this Website.

 NOTE: YOUR USE OF THIS WEBSITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS OF THIS USER AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS USER AGREEMENT, THEN YOU MAY NOT USE THIS WEBSITE.

1.      Right to Use this Website

Panache grants to you a limited, non-exclusive, revocable license to use this Website for your personal entertainment, information, education, and communication, upon all of the terms of this User Agreement. This Website contains materials and other items relating to Panache and its products and services, and similar items from our business partners, and other third parties (collectively, the “Content”). The Content may be in the form of information, text, data, images, graphics, button icons, registered and unregistered trademarks, or other forms and formats now known or later invented. In using this Website, you must respect the intellectual property rights of Panache and others, all as outlined below. Your unauthorized use and or reproduction of Content no matter in part or in a whole may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

2.      Copyrights

All Content is copyrighted, and it is either owned or used with permission by Panache. Panache disclaims any representation or warranty that your unauthorized use of Content will not infringe upon rights of third parties not owned by or affiliated with Panache.

Except as set forth in this User Agreement or in the text of this Website, you may not reproduce, distribute, publish, transmit, modify, adapt, translate, display, distribute, sell, license, publicly perform, prepare derivative works based upon, or otherwise use or exploit the Content. The foregoing limited right does not give you any ownership of any Content. Except as expressly provided above, nothing contained in this User Agreement may be construed as conferring to you (by implication, estoppels, or otherwise) any license or right to any Content under any copyright or any other intellectual property right.

3. Trademarks

Panache and third parties own the trademarks, logos, and service marks displayed on this Website, and this Website’s trade dress is owned by Panache (collectively, the “Trademarks”, which also constitute Content). All Trademarks not owned by Panache are the property of their respective owners, and are used with permission. Nothing contained on this Website may be construed as granting, by implication, estoppels, or otherwise, any right or license to use any Trademark.

4. Your Communications to Panache; Panache Rights to Your Submissions

We enjoy hearing from you. However, in your communications with us, please keep in mind that, unless it specifically requests them, we do not accept or consider any ideas or suggestions relating to products, services, marketing plans, or any other matters. Therefore, please do not send to Panache any unsolicited materials, such as ideas for toys, games, or other products, or any other suggestions, ideas, notes, drawings, inventions, techniques, models, designs, concepts, or other similar information or materials. Any such submissions and any questions, comments, answers, suggestions, or the like submitted by you to Panache via this Website or by fax, mail, or otherwise, or transmitted, posted, or uploaded by you to this Website (collectively, “Your Submissions”) will be treated as non-confidential and nonproprietary, and Panache will not assume any responsibility, obligation, or liability for them or for our receipt or non-receipt of them.  When you send e-mail to us, you are communicating with us electronically and you consent to receive communications from us electronically. Furthermore, you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

5. Online Shopping

This Website may offer online capabilities to purchase products (such as toys) and services (such as memberships). You must be 18 years of age or older to make any such purchases. Check our online stores for more information on delivery, returns, and other sales policies. As to products and services featured on this Website, please note that we make every effort to display as accurately as possible the products and services that appear on this Website. However, the colors, dimensions, and details that you see on your computer monitor will vary depending on your equipment, so we cannot guarantee that your equipment will accurately display the details of our products and services. As to services featured on this Website, the terms of those service offerings may be specified in a separate agreement that will be provided to you in connection with the service purchased and will be supplemented by this User Agreement.

A. No Purchases by Minors

By ordering a product or service online from Panache, you represent that you are 18 years of age or older. If a child under the age of 18 orders a product or service from Panache without parental or guardian permission, then the parent or guardian may return the product or service for a refund according to the posted returns and exchanges policy that relate to that order.

B. Taxes

You are responsible for paying all sales, use, and other similar taxes relating to any of your online purchases of products or services from Panache.

C. Postage and Handling; Insurance

You are also responsible for paying all postage and handling charges relating to your online purchases (including any product offered with a service), and for insuring your purchases.

6. Use Restrictions

You agree that you will not: (a) use this Website for any commercial or political purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, or selling products); (b) monitor, gather, or copy Content on this Website by using any robot, “bot”, spider, crawler, spy ware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (c) frame or utilize framing techniques to enclose any Trademark or other proprietary information (including, without limitation, any images, text, or page layout); (d) use any meta tags or any other “hidden text” utilizing any Trademarks; (e) engage in any activities through or in connection with this Website that seek to attempt to harm minors or are unlawful, offensive, obscene, threatening, harassing, or abusive, or that violate any right of any third party; or (f) engage in any activity that interferes with a user’s access to this Website or the proper operation of this Website. You also agree that, in using this Website, you will not impersonate any person or entity.

7. Community Areas; Code of Conduct

Panache may elect to offer community features on this Website, such as message or bulletin boards, forums, and chat rooms. In such events, Panache will not assume any obligation to monitor, filter, censor, edit, or regulate information or content provided by you or third parties on this Website, although Panache reserves the right to do so in its sole discretion. Panache does not endorse, warrant the accuracy or reliability of, or assume any liability in connection with any such information or content provided by users or other third parties.
As to any information or content that you upload or post to this Website, you represent and warrant to Panache that you have the right and authorization to do so without the consent of any third party. You also agree not to upload or post to this Website: (a) infringing, defamatory, obscene, pornographic, threatening, abusive, violent, illegal, rude, harassing, or otherwise improper content, (b) viruses or other harmful items, or (c) content with a commercial purpose (such as offers to sell products or services or attempts to solicit funds or advertise products or services). Panache reserves the right, in its sole discretion, to adopt additional rules in any community area and to condition access to any such community features by any individual or group in accordance with age, geographic, or other criteria, to deny or restrict access by any individual or group who fails to meet that criteria or by anyone who fails to comply with our criteria or rules at any time, and to change or modify the criteria or rules at any time. Panache also reserves the right (but does not assume any obligation), in its sole discretion, to delete any postings on this Website that violate this User Agreement and to deny access by any user to this Website.

8. Investigations; Cooperation with Law Enforcement; Termination

Panache reserves the right, without any limitation whatsoever, to: (a) investigate any suspected breaches of its Website security or its information technology or other systems or networks, (b) investigate any suspected breaches of this User Agreement, (c) involve and cooperate with law enforcement authorities in investigating any such matters, (d) prosecute violators of this User Agreement to the full extent of the law, and (e) discontinue this Website or terminate your access to it at any time, without notice, for any reason and without any obligation to you whatsoever.

9. Privacy and Security Measures

Panache must collect certain information in order to operate this Website and to fulfill your requests or enable participation in certain online activities. But Panache respects the privacy of its visitors, and is especially mindful of protecting the privacy of young children visiting our sites.

10. Disclaimers and Limitations of Liability

This Website may include technical inaccuracies or other errors, and your use and browsing of this Website is at your risk. THIS WEBSITE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PANACHE DOES NOT WARRANT THAT THIS WEBSITE WILL MEET YOUR REQUIREMENTS OR ACHIEVE A PARTICULAR RESULT, OR THAT YOUR USE OF THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF YOUR USE OF THIS WEBSITE OR THE MATERIAL CONTAINED ON THIS WEBSITE RESULTS IN YOUR NEED TO SERVICE OR REPLACE ANY PROPERTY, MATERIAL, EQUIPMENT, DATA, OR OTHER ITEM, THEN PANACHE WILL NOT BE LIABLE FOR THOSE COSTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SENTENCES, PANACHE WILL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF THIS WEBSITE. THE DISCLAIMERS AND LIMITATIONS CONTAINED IN THIS PARAGRAPH ARE A MATERIAL PART OF OUR AGREEMENT TO PROVIDE THIS WEBSITE TO YOU. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

11. Links by You to this Website

You are granted a limited, non-exclusive, revocable right to create hyperlinks to
this Website, so long as: (a) the links are only to the home page of this Website, (b) the links only incorporate text, and do not use any Trademark graphics, (c) the links and related content on your site do not suggest any affiliation with Panache or cause confusion among consumers, (d) the links and related content on your site do not portray Panache or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and (e) the links and related content on your site are not operated for any commercial purposes.

12. Links on this Website to and from Other Sites

This Website may contain links to or from third-party sites (“Linked Sites”), including, without limitation, licensors, licensees, and promotional and business partners of Panache. Panache has no control over the content of Linked Sites, and Panache does not assume any obligation to review any Linked Sites. Panache does not endorse, approve, or sponsor any Linked Sites, or any content, advertising, information, materials, products, services, or other items on or available on or from them, and Panache disclaims all liability in connection therewith. Any activities you engage in connection with a Linked Site is subject to the privacy policy, conditions of use, and other terms imposed by the operator of the Linked Site and Panache disclaims all liability in connection therewith.

13. Banners, Advertisements, and Promotions

Panache reserves the right to post banners, advertisements, promotions, and similar content throughout this Website. Any interactions, correspondence, and business dealings that you have with any advertisers and other third parties found on or through this Website (including via Linked Sites) are solely between you and the third party (including, without limitation, issues related to the content of third party advertisements, payments, delivery of goods, warranties, and the like). Panache disclaims all liability in connection with therewith.

14. General Provisions

            A. Indemnity

You agree to indemnify, defend, and hold harmless Panache and its officers, employees, agents, business partners, licensors, and licensees from any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) on account of any claim, suit, action, demand, or proceeding made or brought against any such party, or on account of the investigation, defense, or settlement thereof, arising in connection with your use of this Website.

B. Revisions to this Website and this User Agreement

Panache may, in its sole discretion, make changes to any aspect of this Website, including, without limitation, any Content, any activities available on this Website, and any products or services offered through this Website. Panache may also, in its sole discretion, revise this User Agreement by updating or revising this document, with the revised terms taking effect as of the date of its posting. Continued use of this Website following the effective date of any such changes constitutes your acceptance of those changes.

C. Operation of Website; Availability of Products and Services

Panache controls and operates this Website from its office in California, U.S.A. and makes no representation that this Website is appropriate or available for use in other locations. If you use this Website from other locations, you are responsible for compliance with applicable local laws.

D. Sever ability

If any provision of this User Agreement is deemed unlawful, void, or unenforceable for any reason, then that provision will be deemed sever able from the remainder of this User Agreement and will not affect the validity or enforceability of the remainder of this User Agreement.

© 2004 Panache Place, Inc. All Rights Reserved.