THE PANERA FATHER"S DAY SWEEPSTAKES (“Sweepstakes”)

OFFICIAL RULES (“Official Rules”)

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN A PRIZE. A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING. ODDS OF WINNING DEPEND ON THE TOTAL NUMBER OF ELIGIBLE ENTRIES RECEIVED. VOID OUTSIDE THE TERRITORY (DEFINED BELOW) AND WHERE PROHIBITED BY LAW.

 TO BE ELIGIBLE TO PARTICIPATE AND WIN A PRIZE (AS THAT TERM IS DEFINED BELOW), YOU MUST SATISFY THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW.

 BY PARTICIPATING IN THIS SWEEPSTAKES, YOU AGREE TO THESE OFFICIAL RULES, WHICH ARE A CONTRACT, SO READ THEM CAREFULLY BEFORE PARTICIPATING. WITHOUT LIMITATION, THIS CONTRACT PROVIDES FOR INDEMNIFICATION OF THE SPONSOR AND OTHER SWEEPSTAKES ENTITIES BY YOU, A CLASS ACTION AND JURY TRIAL WAIVER, A REQUIREMENT THAT MOST DISPUTES BE SETTLED BY MANDATORY BINDING ARBITRATION, AND A LIMITATION OF YOUR RIGHTS AND REMEDIES.

1) Sweepstakes Period: The Panera Father’s Day Sweepstakes (the “Sweepstakes”) begins on June 10, 2024 on or around 11:00 a.m. CT and ends on June 14, 2024 at 12:00 p.m. CT (the “Sweepstakes Entry Period”). At approximately 11:00 a.m. CT on June 10, 2024, Sponsor will post a “call to action” from the @PaneraBread Instagram handle (the “CTA Post”).  As soon as the CTA Post is issued, eligible entrants may enter the Sweepstakes as provided herein.

2) Eligibility: To be eligible to receive a Prize, entrants must meet all of the following requirements: (a) be legal residents of the 48 contiguous United States or the District of Columbia (not open to legal residents of Alaska or Hawaii) (collectively, the “Territory”); and (b) be 18 years of age or older and the age of majority in the entrant’s jurisdiction(each, a “Participant(s)”). Employees, officers, directors, franchisees and agents of Panera, LLC (“Sponsor”) or any other company involved in the presentation, administration, or fulfillment of the Sweepstakes and their respective subsidiaries, affiliated companies, and divisions (collectively, the “Sweepstakes Entities”) and each of their immediate family members (defined as any spouse, partner, parent, legal guardian, sibling, child, legal ward, grandparent, or grandchild, regardless of where they reside) and/or those living in the same household of any such person (whether or not related) are not eligible to participate in the Sweepstakes. Void outside the Territory and in Puerto Rico and where prohibited or restricted by law.

3) Sponsor: The Sponsor of the Sweepstakes is Panera, LLC, located at 1400 South Highway Drive, Fenton, MO 63026.

4) How To Participate in the Sweepstakes: To participate, after the CTA Post is made, “like” the CTA Post and make a comment in the comments section of the CTA Post (subject to comment guidelines below).  LIMIT ONE ENTRY PER PERSON. Purported entries that are incorrect or incomplete, received outside the Sweepstakes Entry Period or that contain obscene, offensive, or any other language communicating messages inconsistent with the positive images with which Panera wishes to associate itself (all as determined by Panera in its sole discretion) will be void and disqualified. Commenting with a dad joke will not improve your chances of winning.  Panera is not responsible for misspellings, typographical errors, or other issues that may affect the ability to locate or record a purported entry.  Due to the way Instagram operate its services, Panera may not be able to receive or send communications, or otherwise detect participation from or interact with potential Participants who have Instagram account settings that make their updates, comments, posts, or communications private, protected, or otherwise limited, in which case any such purported Participant will be disqualified and ineligible to receive a Prize. Normal Internet access and phone/usage charges imposed by your online/phone service may apply. Each entry must be manually key stroked and manually entered by the individual Participant; automated and/or repetitive submission of registration forms (including, but not limited to, entries made using any script, macro, bot, or sweepstakes service) will be disqualified.

This Promotion is in no way sponsored, endorsed, or administered by or associated with Instagram.

5) Prizes: There are 50 Prizes available in this Sweepstakes (as further outlined in the chart below) (each a “Prize”). All federal, state, and local taxes and all other expenses not expressly listed in these Official Rules are the sole
responsibility of the winners. No more than the stated number of Prizes may be awarded. Prizes are non-transferable and may not be substituted or redeemed for cash by winners. Sponsor reserves the right to substitute any Prize for one of comparable or greater value. Prize type(s) and components will be selected by Sponsor or its representatives in its/their sole discretion. Actual retail value of the Prizes may vary, including variations based on the Participants’ location. Total ARV of all Prizes available in this Sweepstakes: $1,250.00

TOTAL PRIZES AVAILABLE: 50

TOTAL ARV OF ALL PRIZES: $1,250

6) Winner Selection: Odds of winning a Prize in this Sweepstakes will depend
on the number of Participants that complete the Sweepstakes during the Sweepstakes Period. Subject to compliance with these Official Rules, on or about June 15, 2024, Sponsor will select 50 Prize winners in a random drawing from all eligible entries received during the Sweepstakes Period. If you are selected as a potential winner, you will receive a notification from Sponsor via direct message to the Instagram account used to enter the Sweepstakes that you are a potential prize winner. Participants selected as potential winners are limited to one Prize per person. The potential winners indicate their acceptance of the prize within 48 hours. If a potential winner does not respond to Sponsor within 48 hours, then he/she/they will forfeit any prize potentially won and Sponsor will have no further obligation to such potential winner, and alternate potential winner will be selected from the remaining eligible Participants. There will be three alternate drawings, after which the applicable prize will remain unawarded. AS SET FORTH ABOVE, YOU MUST MEET ALL OF THE ELIGIBILITY REQUIREMENTS IN ORDER TO BE ELIGIBLE TO PARTICIPATE IN THIS SWEEPSTAKES AND WIN A PRIZE. Prize delivery will be arranged through the same communication channel used for notification purposes, as noted above. Prize availability may vary and is not guaranteed in all areas. Except as determined by Sponsor in its sole discretion, no substitution of any Prize is offered, no transfer of Prize to a third party is permitted, and a non-cash Prize may not be redeemed for cash value. Prizes will be awarded and delivered only to addresses within the United States. Verified Prize winners will be solely responsible for all applicable federal, state, and local taxes on their Prize and may receive an IRS Form 1099 for the retail value of the Prize and must provide Sponsor with a valid social security number if requested for tax reporting purposes. All expenses associated with the receipt and use of a Prize not specifically mentioned herein are solely the responsibility of the winners. Sponsor is not responsible for any delay or cancellation of the Prize delivery due to unforeseen circumstances, or those outside of Sponsor’s control. Potential winners are subject to verification and may be required to sign and return to Sponsor for its receipt within three business days an Affidavit of Eligibility/Liability Release with (where lawful) a publicity release for receipt by Sponsor by the due date indicated in the notification message. If any required documents are not timely received by Sponsor, as applicable, or if any message or mail intended for a winner is returned as undeliverable, then the applicable Prize may be forfeited.

7) Publicity: Without limiting the generality of these Official Rules, participation in the Sweepstakes constitutes permission for Sponsor and its designees to use the Participant’s name, photograph, likeness, voice, image, biographical information, prize information, quotes attributable to Participant, and any other elements of Participant’s persona for purposes of advertising and trade, on or in connection with the Prize in any and all media now known or otherwise developed without further compensation or review, including, without limitation, to publicize the names and likeness of Prize winners, as detailed in Section 12, unless prohibited by law. Furthermore, Participants authorize Sponsor to send an email notifying Participants of their selection as a potential winner and, provided the potential winner meets all of the eligibility requirements, for delivery details of their Prize.

8) General Rules / Limitations of Liability: By participating in the Sweepstakes,
 Participants agree to be bound by these Official Rules and the decisions of the Sponsor which shall be final in all respects. In the event there is a discrepancy or inconsistency between disclosures or other statements (in any and all media) contained in any Sweepstakes materials and the terms and conditions of the Official Rules, the Official Rules shall prevail, govern, and control. Sponsor and the other Sweepstakes Entities assume no responsibility or liability for (a) any technical malfunction, failure, error, omission, interruption, deletion, defect, delay in operation or communications line failure, regardless of cause, with regard to any equipment, systems, networks, lines, satellites, servers, computers, software or providers utilized in any aspect of the operation of the Sweepstakes; or (b) inaccessibility or unavailability of the Internet. Sponsor and the other Sweepstakes Entities are not responsible for the failure of any order to be received for any reason or for any delay in the processing or failure to process any order. Sponsor reserves the right, in its sole discretion, to disqualify any individual that tampers or attempts to tamper with the order process or the operation of the Sweepstakes; violates the Official Rules; is suspected of cheating, fraud, or acting in a disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Any Participant who uses or is suspected of using cheating, fraudulent means, unauthorized ordering methods, or otherwise attempts to participate with multiple identities, and/or addresses will be disqualified. Any attempt by any person to undermine the legitimate operation of the Sweepstakes may be a violation of criminal and civil law, and, should such an attempt be made, Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law. Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of that or any other provision. If, for any reason, the Sweepstakes is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of Sponsor which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Sweepstakes, then Sponsor reserves the right in its sole discretion to cancel, modify, suspend, or terminate the Sweepstakes in whole or in part. In the event Sponsor experiences a technical failure during admission of the Sweepstakes that causes the Sweepstakes to be suspended, Sponsor shall select winners from all valid Participants that completed the Sweepstakes up to the point of the technical failure. TO THE FULLEST EXTENT PERMITTED BY LAW, AS A CONDITION OF ENTRY INTO THE SWEEPSTAKES, ALL PARTICIPANTS AGREE TO RELEASE, INDEMNIFY, AND HOLD HARMLESS SPONSOR AND THE OTHER SWEEPSTAKES ENTITIES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, OR ACTIONS OF ANY KIND WHATSOEVER FOR INJURIES, DAMAGES, OR LOSSES TO PERSONS OR PROPERTY WHICH MAY BE SUSTAINED IN CONNECTION WITH: PARTICIPATING IN ANY ASPECT OF THE SWEEPSTAKES; THE RECEIPT, OWNERSHIP OR USE OF ANY PRIZE AWARDED; PREPARING FOR, PARTICIPATING IN OR TRAVELING TO AND/OR FROM ANY SWEEPSTAKES RELATED ACTIVITY OR PRIZE-RELATED ACTIVITY, OR; ANY TYPOGRAPHICAL OR OTHER ERROR IN THESE OFFICIAL RULES, OTHER ANNOUNCEMENTS RELATING TO THE SWEEPSTAKES, OR THE OPERATION OF THE SWEEPSTAKES. WINNERS SHALL BEAR ALL RISK OF LOSS OR DAMAGE TO THEIR PRIZE AFTER THEY HAVE BEEN DELIVERED. SPONSOR AND THE OTHER SWEEPSTAKES ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE APPEARANCE, SAFETY, OR PERFORMANCE OF ANY PRIZE(S).

BY PARTICIPATING IN THE SWEEPSTAKES, PARTICIPANT AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SWEEPSTAKES, OR ANY PRIZE(S) AWARDED WILL BE LIMITED TO ACTUAL, OUT-OF-POCKET COSTS INCURRED (IF ANY) NOT TO EXCEED TEN DOLLARS ($10.00), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; AND (2) UNDER NO CIRCUMSTANCES WILL ANY PARTICIPANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND PARTICIPANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES (OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES NOT TO EXCEED TEN DOLLARS ($10.00)) AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.

Without limiting any other provision in these Official Rules, the Sweepstakes Entities are not responsible or liable to any Participant or winner (or any person claiming through such Participant or winner) for failure to supply the Prize or any part thereof in the event that any of the Sweepstakes activities or Sweepstakes Entities’ operations or activities are affected by any cause or event beyond the sole and reasonable control of the applicable Sweepstakes Entity (as determined by Sponsor in its sole discretion), including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, pandemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, blackout, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi-governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above.

EACH PARTICIPANT UNDERSTANDS AND AGREES THAT ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES ARE HEREBY EXPRESSLY WAIVED BY HIM/HER AGAINST THE SWEEPSTAKES ENTITIES. SECTION 1542 READS AS FOLLOWS:

“CERTAIN CLAIMS NOT AFFECTED BY A GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

9) Privacy Policy: By entering the Sweepstakes, Participants agree that any personal information submitted by Participants may be used and shared by Sponsor subject to Sponsor’s privacy policy https://www.panerabread.com/enus/company-information/privacy-policy.html.

10) ARBITRTATION AGREEMENT AND WAIVER OF CERTAIN RIGHTS: Except as set forth below, Participant and Sponsor agree that we will resolve all existing and future disputes between us through binding and final arbitration instead of through court proceedings.  Participant and Sponsor each hereby waive any right to a jury trial of any Claim, as that term is defined below.  All controversies, claims, counterclaims, or other disputes arising between Participant and Sponsor (each a “Claim”) shall be submitted for binding arbitration in accordance with the Consumer Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. Participant and Sponsor each agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to these Official Rules. However, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope, or formation of these Official Rules including, but not limited to, a claim that all or any part of these Official Rules is void or voidable.

If the Participant demonstrates that the costs of arbitration will be prohibitive
as compared to the costs of litigation, Sponsor will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. Participant and Sponsor each also have the right to bring qualifying claims in small claims court. In addition, Participant and Sponsor retain the right to apply to any court of competent jurisdictionfor provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Official Rules, nor a waiver of the right to have disputes submitted to
arbitration as provided herein.

Neither Participant nor Sponsor may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only each Participant’s or Sponsor’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. The arbitrator may award in the arbitration the same damages or other relief available under applicable law subject to any applicable limitation of liability, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court, which that party shall be  to pursue in the appropriate court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” Including a claim for “public injunctive relief” in any complaint shall not deprive the arbitrator of any right to hear and adjudicate all other claims in arbitration. In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT PARTICIPANT OR SPONSOR WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

All issues and questions concerning the construction, validity, interpretation, and enforceability of these Official Rules, or the rights and obligations of the Participant and Sponsor in connection with the Sweepstakes, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules (whether of the State of New York or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York.

11) Severability: If any term of provision of these Official Rules is found under the law to be invalid or unenforceable, then such specific term or provision shall be of no force and effect and shall be severed and the remainder of these Official Rules shall continue in full force and effect.

12) Winners List: For a winners’ list, no later than 60 days after the close of the Sweepstakes, send a self-addressed stamped envelope to The Panera Era Sweepstakes Winners’ List, Attention: Social Media Team to Sponsor at 1400 South Highway Drive, Fenton, MO 63026.

13) Questions? If you have any questions, you may contact us by accessing our Customer Care Center at https://www.panerabread.com/customercare.