Congratulations on your purchase of Yakiya Gift Certificate. The following Yakiya Gift Certificate Agreement describes the terms and conditions that apply to the prepaid account of your Gift Certificate. By using your Gift Certifcate, you agree to the terms of this agreement between you and Panda Restaurant Group, Inc., a California corporation, and its affiliates (including, among others, Yakiya, Inc.). Please keep a copy of this agreement for your records.

About your Account, Yakia Purchases Only

The Gift Certficate is issued to you by Panda Restaurant Group, Inc. It allows you to load a dollar value on to your Card for future purchases at participating Yakiya stores. The dollar value that you load onto your Gift Certificate is a prepayment only for the goods and services of participating Yakiya stores. No credit card, credit line, overdraft protection or deposit account is associated with the Gift Certificate. Unless otherwise required by law or permitted by this agreement, any amount on your Gift Certificate is nonrefundable and may not be redeemed for cash. No interest, dividends or any other earnings on funds deposited to your Gift Certificate will accrue or be paid or credited to you by Yakiya. The value associated with the Gift Certificate is not insured by the Federal Deposit Insurance Corporation (FDIC), or any other governmental or quasi-governmental agency.

Most Yakiya locations in the United States accept your Gift Certificate. Certain Panda Inn-branded locations may not permit you to use the Card for payment, including some airport, grocery and university locations, or stores in Puerto Rico and those outside of the United States. We reserve the right not to accept the Gift Certificate or otherwise limit use of the Gift Certificate if we reasonably believe that the use is unauthorized, fraudulent or otherwise unlawful.

Loading Value on your Gift Certificate

In the United States, you can load a dollar value on the Gift Certificate by using a credit card, debit card or cash by visiting any participating store. You may not load more than $500 worth of value to your Gift Certificate. The minimum amount that must be loaded onto your Card is $10 at participating stores. Yakiya may change the maximum and minimum amounts at any time by notifying you at the point of sale, by phone when you call or on the Yakiya website, and such change shall not constitute an amendment to this agreement.

Fees and Expiration of Gift Certificate

Yakiya does not charge any fees for the issuance, activation or use of your Gift Certificate. Your Gift Certificate has no expiration date.

Billing Errors, Corrections

We reserve the right to correct the balance of your Gift Certifcate account if we believe that a clerical, billing or accounting error occurred. If you have questions regarding your transaction history or any correction, or if you dispute any transaction or correction that has been assessed against your Gift Certificate, please call Guest Relations at 1-800-877-8988. We will conduct an investigation and communicate the results and correct any error that we verify as soon as we finish the investigation. If no error was found, we will communicate an explanation. We shall have no liability for any billing error unless you provide us notice within 60 days of the date of the transaction in question. You should monitor your transactions and account balances closely.

Liability for Unauthorized Transactions

Because your Gift Certificate is used like cash for purchases from Yakiya, you are responsible for all transactions associated with your Gift Certificate, including unauthorized transactions. If your Gift Certificate is lost, stolen or destroyed, the Gift Certificate cannot be replaced.

Changes to this Agreement

We may amend the terms of this agreement at any time, including any rights or obligations you or we may have. If you have registered your Gift Certificate, we will notify you of any change, addition or deletion by email. In addition, we will post the terms to the modified agreement on our website. As permitted by applicable law, any change, addition or deletion will become effective at the time we post the revised agreement to our website or as otherwise stated in our notice to you. Unless we state otherwise, the change, addition or deletion will apply to your future and existing Cards. You are deemed to accept the changes, additions or deletions if (1) you do not notify us to the contrary in writing within 20 days of the date of our notice or such other time specified in the notice, or (2) you use your Gift Certificate after such notice period. If you do not accept the changes, additions or deletions, your Gift Certificate will be cancelled and any amounts remaining on your Gift Certificate will be refunded to you.

Cancellation of this Agreement

We may amend the terms of this agreement at any time, including any rights or obligations you or we may have. If you have registered your Gift Certificate, we will notify you of any change, addition or deletion by email. In addition, we will post the terms to the modified agreement on our website. As permitted by applicable law, any change, addition or deletion will become effective at the time we post the revised agreement to our website or as otherwise stated in our notice to you. Unless we state otherwise, the change, addition or deletion will apply to your future and existing Cards. You are deemed to accept the changes, additions or deletions if (1) you do not notify us to the contrary in writing within 20 days of the date of our notice or such other time specified in the notice, or (2) you use your Gift Certificate after such notice period. If you do not accept the changes, additions or deletions, your Gift Certificate will be cancelled and any amounts remaining on your Gift Certificate will be refunded to you.

Arbitration Rights

Please read this section carefully. It affects rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions. Arbitration is final and binding and subject to only very limited review by a court. This arbitration clause shall survive termination of this agreement.

Binding Arbitration

This provision is intended to be interpreted broadly to encompass all disputes or claims arising out of our relationship. Any dispute or claim made by you against us (or against any of our subsidiary, parent or affiliate companies) arising out of or relating to this Agreement or your use of the Gift Certificate (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration except that (a) you may take claims to small claims court if they qualify for hearing by such a court, or (b) you or we may choose to pursue claims in court if the claims relate solely to the collection of any debts you owe to us. However, even for those claims that may be taken to court, you and we both waive any claims for punitive damages and any right to pursue claims on a class or representative basis.

Arbitration Procedures

You must first present any claim or dispute to us by contacting our Guest Relations department to allow us an opportunity to resolve the dispute. You may request arbitration if your claim or dispute cannot be resolved within 60 days. The arbitration of any dispute or claim shall be conducted in accordance with the American Arbitration Association (“AAA”) as modified by this agreement. The AAA Rules and information about arbitration and fees are available upon request from the AAA (call 1-800-778-7879) or online at adr.org. You and we agree that this agreement evidences a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law. Unless you and we agree otherwise, any arbitration will take place in Los Angeles, California, and will be conducted in the English language. An arbitrator may not award relief in excess of or contrary to what this agreement provides, order consolidation or arbitration on a class wide or representative basis, or award punitive damages or any other damages aside from the prevailing party’s actual damages, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. In any arbitration applying the AAA Rules applicable to large/complex cases, the Arbitrators must also apply the Federal Rules of Evidence, and the losing party may have the award reviewed in accordance with the review procedures set forth in the AAA Rules. Any arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, than the remainder shall still be given full force and effect.

Costs of Arbitration

All administrative fees and expenses of an arbitration will be divided equally between you and us, except that for claims of less than $1,000, you will be obligated to pay $25 and we will pay all other administrative costs and fees. In all arbitrations, each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration.

Waiver of Punitive Damage Claims and Class Actions

By this Agreement, both you and we are waiving certain rights to litigate disputes in court. If for any reason this arbitration clause is deemed inapplicable or invalid, you and we both waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages and any right to pursue any claims on a class or consolidated basis or in a representative capacity.

Governing Law - California

This Agreement shall be governed by and construed in accordance with the laws of the State of California notwithstanding any conflict of law rules. Your Card is issued by Panda Restaurant Group, Inc., 1683 Walnut Grove Avenue, Rosemead, California 91770.

Disclaimers and Limits of Liability

Yakiya and its affiliates make no representations, warranties or conditions of any kind, express or implied, with respect to the Gift Certificate, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, or any warranty arising by usage of trade, course of dealing or course of performance. Yakiya does not represent or warrant that your Gift Certificates will always be accessible or accepted. In the event that Yakiya or its affiliates are found liable to you, you shall only be entitled to recover actual and direct damages and such damages shall not exceed the last balance held on your Gift Certificate. Yakiya and its affiliates shall have no liability for any incidental, indirect or consequential damages (including without limitation loss of profit, revenue or use) arising out of or in any way connected with this Agreement, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, even if we or our authorized representatives have been advised of the possibility of such damages. In no event shall Yakiya or its affiliates have any liability for unauthorized access to, or alteration, theft or destruction of a Gift Certificate through accident, misuse or fraudulent means or devices by you or any third party, or as a result of any delay or mistake resulting from any circumstances beyond our control. The laws of certain states or other jurisdiction do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have rights in addition to those contained in this agreement. In such jurisdiction, our liability is limited to the greatest extent permitted by law.

Assignment

We may assign all or part of this agreement without such assignment being considered a change to the agreement, and without notice to you. We are then released from all liability. The assignee shall have the same rights and obligations as the assignor and shall agree in writing to be bound by the terms and conditions of this agreement.

Entire Agreement, Construction

This agreement is the complete and exclusive statement of agreement between you and Panda Restaurant Group, Inc., and supersedes and merges all prior proposals and all other agreements. In the event that any provision of this agreement shall be determined to be illegal or unenforceable, that provision will be eliminated to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect and enforceable. Headings herein are for convenience of reference only and shall in no way affect interpretation of this agreement.

Limitations

Gift Certificates are valid only if obtained from participating Yakiya restaurants or an authorized third-party distributor. Gift Certificates may not be resold except as prohibited by law. Gift Certificates are not valid, will not be honored, and we will not be liable if obtained from unauthorized sellers or resellers, including through Internet auction sites or if we reasonably believe that the use is unauthorized, fraudulent or otherwise unlawful.

Inquiries or Questions

If you have any questions regarding this agreement or your Gift Certificate, please visit our web site at Yakiya-us.com or call us at
1-800-877-8988.