EFFECTIVE DATE: JULY 16, 2014
This is a legal agreement ("Agreement") between you and the operator ("Operator") of this Panera Bread®, Saint Louis Bread Co.®, Paradise Bakery & Cafe® or Panera Cares or Saint Louis Bread Co. Community Cafe bakery cafe, office or other location ("location") governing your access to and use of this WIFI Service (including without limitation the Premium WiFi Service, if applicable) (this or the "Service"). Only current guests of this location may use the Service.
BY CLICKING YOUR ACCEPTANCE, OR BY ACCESSING OR USING THIS SERVICE, YOU REPRESENT THAT YOU ARE CURRENTLY A GUEST OF THIS LOCATION AND ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. If you are not a current guest of this location and/or you do not agree to or understand this Agreement, then you may not use or access this Service.
By using this Service you warrant and promise, that either (i) you have legal capacity to enter into this Agreement (i.e., that you are of sufficient age and mental capacity, or are otherwise entitled to be legally bound in contract), or (ii) that your parent(s) or legal guardian(s) have consented to your use of this Service and accept this Agreement on your behalf, and that you are responsible for the activity and conduct of anyone that you permit to use this Service.
In consideration of your use and access to this Service and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), you agree that this Agreement is for the joint and several benefit of each Operator and Panera, LLC, Panera Bread ULC, Panera Bread Foundation, Inc., Paradise Bakery & Cafe, Inc. and all of their affiliates, franchisees and any of their respective service providers (hereinafter collectively "Panera") and Panera and each Operator as the case may be shall have the right to enforce the terms of this Agreement. "Third Party Provider" means the third party provider of Operator providing the Service.
1. ACCESS. When accessing the Service at participating locations, acceptance of this Agreement will be required at the beginning of each session or alternatively by a one-time acceptance of this Agreement. In locations where one-time acceptance is available to you, this Agreement shall apply in full every time you access the Service, whether or not you are required to subsequently indicate acceptance of this Agreement. If you access this Service by means of a one-time acceptance of this Agreement and the terms and conditions of this Agreement are modified, you will be required to indicate acceptance of the modified Agreement before further access to the Service is granted. There may be time limits associated with access to the Service in certain locations and/or in connection with access to Service with certain devices. Unless otherwise noted, there are no fees charged by Panera to use the Service, however there may be data usage or other like fees owed by you to your mobile carrier. This Service is intended for individuals 13 years of age or older; if you are between 13 and 18, please use this Service with the permission of a parent or guardian.
4. AUTHORIZED USE OF THIS SERVICE. You agree that you are authorized to use this Service solely while you are a guest of this location, subject to the terms and conditions of this Agreement. You agree that you are fully responsible for your activities while using this Service (including for any content, information and other materials you access or transmit via this Service), and that you shall bear all risks regarding use of this Service. You agree not to use this Service to engage in any Prohibited Conduct. Broadly stated, "Prohibited Conduct" is any conduct that is unlawful, infringing (such as downloading copyright protected material, video, audio or otherwise without the owner’s permission), tortious (conduct that is intentionally harmful to an individual or entity or conduct that negligently or knowingly puts an individual or entity at risk), or any other online conduct that a reasonable individual would or should know would violate another party's intellectual property rights, privacy rights or other rights; or conduct that otherwise interferes with the operation of, use of, or enjoyment of, any service, system or other property.
By way of illustration and not limitation, Prohibited Conduct includes using this Service to: (i) intercept, divert or otherwise interfere with any communication, (ii) violate the security or integrity of, or gain unauthorized access to, this Service or any other service, system or communication, engage in any activity in the nature of hacking or port scanning, or engage in any activity that is in the nature of a "denial of service" attack or otherwise affect/interrupt or attempt to affect/interrupt the operation of the Service in any manner; (ii) impose an unreasonable or disproportionately large load on any systems or infrastructure; (iii) send "spam", chain letters, or other unsolicited communications to any party; (iv) create a "mail drop" for such communications, or engage or permit e-mail relay services (e.g., "open mail relay"); (v) "spoof" or otherwise impersonate any other party, falsely stating or otherwise misrepresenting your identity or affiliation in any way, or forge, delete or alter any part of TCP/IP packet header or sender identification information in any communication; (vi) commit fraud; (vii) harass, or threaten any party, advocate or otherwise encourage violence against any government, organization, group, individual or property, or provide instruction, information, or assistance in causing or carrying out such violence; (viii) disseminate information or data that contains any computer virus, or any viruses, Trojan horses, or other code or programming or material designed to or intended to damage, interfere with, intercept, interrupt, destroy, limit the functionality of or expropriate any computer hardware, software, system, data or personal information; (ix) send or receive any material that could be considered harmful, obscene, pornographic, indecent, lewd, violent, abusive, profane, insulting, threatening, tortious, harassing, hateful or otherwise objectionable; (x) send or receive any material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of religion, race, ethnicity, sexual orientation, gender, age, or disability; (xi) send or receive material containing defamatory, false, or libelous material; (xii) send, receive, download or print any material, audio, video or otherwise, that infringes or violates any intellectual property rights, or other right, of any entity or person, including, without limitation, copyrights, patents and/or trademarks, laws governing trade secrets, rights to privacy, or publicity; (xiii) send or receive any material that you do not have a right to make available under law, contractually (for example, it was not paid for) or under fiduciary relationships; (xiv) engage in conduct that would expose Panera or its service providers to civil or criminal liability; (xv) engage in any activity that violates any local, state, United States or applicable international law or regulation, (xvi) engage in any activity that is harmful to minors, or permit a minor to use this Service to access any content intended for adults; or (xvii) assist others in engaging in Prohibited Conduct. This list of Prohibited Conduct is meant to serve as examples of prohibited conduct and is not intended to be and should not be construed to be exhaustive. Panera requires and expects that you will be a good Internet citizen and use good judgment when using this Service.
5. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Panera, the Third Party Provider and their respective affiliates, officers, directors, shareholders and employees, from and against any and all claims, actions, demands, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees, arising out of or resulting from your breach of any provision of this Agreement or any warranty or promise you provide herein, or otherwise arising in any way out of your use of the Service, including, but not limited to, using the Service for Prohibited Conduct. Panera reserves the right to take exclusive control and defense of any such claim otherwise subject to indemnification by you, in which event you will cooperate fully with Panera and/or the Third Party Provider in asserting any available defenses.
6. CONSEQUENCES OF UNAUTHORIZED USE. Without limiting any other available right or remedy, Panera and the Third Party Provider reserve the right to, and you agree that Panera and/or the Third Party Provider shall have the right to: (i) take such actions as it deems, in its sole discretion, to be appropriate to protect against violations of this Agreement or abuse of the Service and to otherwise protect its interests (e.g., removing, destroying or otherwise making unavailable offending material, temporary or permanent filtering, blocking access, and suspending or terminating service), and (ii) investigate and involve and cooperate with appropriate authorities regarding any actual or suspected illegal or unauthorized activities involving this Service. You agree that you will be liable to Panera and the Third Party Provider for any damages incurred or amounts that are required to be paid by Panera and/or the Third Party Provider that arise out of, or are related to, your violation of this Agreement, including, without limitation, damages paid to third parties, cost of repairs or replacements, and reasonable attorneys' fees and costs of enforcement.
7. YOU ARE RESPONSIBLE FOR YOUR SECURITY AND PRIVACY. Although privacy and security are important to Panera and the Third Party Provider, you understand and agree that you shall have no expectation of privacy or security in your use of this Service. There are privacy and security risks associated with wireless communications and the Internet in general and you acknowledge that Panera and the Third Party Provider make no assurances that your communications, or activities while using the Services, or your use of any information or data obtained by you by accessing this Service will be (or will remain) private or secure, and you further agree that Panera and the Third Party Provider assume no responsibility in that regard. You agree that you, and not Panera or the Third Party Provider, are solely responsible for your own privacy and security in using this Service, the accuracy or completeness of any information or data obtained by you via this Service, and for implementing any protections you deem to be appropriate to protect and secure your privacy, and your activities, hardware, software and systems. You are responsible for maintaining the confidentiality of, and you are responsible for all activities that occur under, your account(s), username(s) and password(s).
8. DISCLAIMER OF WARRANTY. YOU ACKNOWLEDGE AND AGREE THAT THIS SERVICE IS PROVIDED SOLELY AS A CONVENIENCE TO PANERA GUESTS, "AS IS", "WITH ALL FAULTS", AND "AS AVAILABLE". YOU FURTHER ACKNOWLEDGE AND AGREE THAT PANERA AND THE THIRD PARTY PROVIDER DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR BY LAW, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF: (i) MERCHANTABILITY, (ii)FITNESS FOR A PARTICULAR PURPOSE, (iii) NON-INFRINGEMENT, (iv) WORKMANLIKE EFFORT, (v)QUALITY, (vi)ACCURACY, (vii)TIMELINESS, (viii) COMPLETENESS, (ix)TITLE, (x)QUIET ENJOYMENT, (xi) NO ENCUMBRANCES, (xii) NO LIENS, (xiii) SYSTEM INTEGRATION OR (xiv) THAT ACCESS TO OR USE OF THIS SERVICE OR ANY PART THEREOF WILL BE UNINTERRUPTED, ERROR OR DEFECT FREE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR SECURE, OR THAT PROBLEMS WILL BE CORRECTED, EVEN IF PANERA OR THIRD PARTY SERVICE PROVIDER IS ON NOTICE OF SUCH PROBLEMS. YOU FURTHER AGREE AND UNDERSTAND THAT THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT; NO ADVICE OR INFORMATION GIVEN BY PANERA, THE THIRD PARTY PROVIDER OR THEIR RESPECTIVE EMPLOYEES OR AGENTS, SHALL CREATE ANY WARRANTY, GUARANTY, PROMISE, OR OTHERWISE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES, YOU AGREE THAT THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE EXTENT ALLOWED BY APPLICABLE LAW.
The Internet contains a variety of materials and information that may be offensive to you. You agree that you assume full responsibility and risk of use of the Services and the Internet, and that you are solely responsible for evaluating the suitability, appropriateness or legality of any informational content or other materials you may encounter online. Panera or the Third Party Provider may, but need not, provide screening of certain materials. Software products that enable screening of particular materials and information are commercially available and widely advertised in public media, including on the Internet.
9. LIMITATION OF PANERA'S AND THE THIRD PARTY PROVIDER’S LIABILITY. (a) YOU ACKNOWLEDGE AND AGREE THAT THIS SERVICE IS PROVIDED AS A PRIVILEGE, SOLELY FOR CONVENIENCE, AND USE OF THE SERVICE DOES NOT IMPOSE LIABILITY OF ANY KIND (OR IN ANY AMOUNT) ON PANERA OR THE THIRD PARTY PROVIDER, INCLUDING WITHOUT LIMITATION, LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA, OR OTHER SIMILAR DAMAGES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THIS SERVICE, ITS FEATURES OR CONTENT, EVEN IF PANERA OR ITS THIRD PARTY PROVIDER IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. (b) YOU FURTHER AGREE THAT IF FOR ANY REASON ANY OF THE FOREGOING LIMITATIONS OF LIABILITY IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED TO BE UNENFORCEABLE, THEN THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY OF PANERA AND ITS THIRD PARTY PROVIDER ARISING OUT OF, OR RELATED TO, THIS AGREEMENT AND THE USE OF THE SERVICE SHALL NOT EXCEED THE LESSER OF (I)YOUR DIRECT DAMAGES (IF ANY), OR (II) FIFTY DOLLARS ($50.00). (c) YOU AGREE THAT THE LIMITATIONS IN THIS SECTION SHALL BE DEEMED TO APPLY TO ALL CAUSES OF ACTION AND ALL LEGAL THEORIES, WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM: (i) BREACH OF CONTRACT, BREACH OF WARRANTY, GROSS NEGLIGENCE, NEGLIGENCE OR OTHER TORTIOUS CONDUCT, (ii) DAMAGES FROM ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, ACCIDENT, MISUSE OR FRAUDULENCE, UNAUTHORIZED USE OF THIS SERVICE, USE OR LOSS OF USE OF DATA, DELAYS, NON-DELIVERY MIS-DELIVERY, BREACH OF SECURITY, LINE FAILURE OR SERVICE INTERRUPTIONS OR DUE TO INADVERTENT RELEASE OR DISCLOSURE OF INFORMATION SENT BY YOU EVEN IF THE SAME IS CAUSED BY PANERA’S OR THE THIRD PARTY PROVIDER’S OWN NEGLIGENCE, OR(iii) ANY OTHER CAUSE OF ACTION, HOWEVER STATED.
10. CHANGE/TERMINATION OF SERVICE; UPDATES TO THIS AGREEMENT. You agree that Panera or the Third Party Provider may, at any time and for whatever reason change, terminate, limit or suspend the Service (in whole or in part) or your access to the Service. Upon any termination, your rights to use the Service will immediately cease. Panera also reserves the right to update or revise this Agreement at any time without prior notice. Notwithstanding the foregoing sentence, your continued use of the Service following an update to this Agreement signifies your acceptance of its revised terms. Sections 5, 8, 9, 10, 11 and 12, and any other provisions that by their nature should survive termination, shall survive termination of this Agreement for any reason.
11. NOTICE FOR COPYRIGHT INFRINGEMENT CLAIMS. Panera is concerned about protecting the copyright and other intellectual property rights of others. We urge you to adhere to all applicable copyright laws. We may disable or terminate any user and remove or modify any ability to obtain certain content through this Service in our discretion. If you believe you have a copyright infringement claim resulting from material accessed via this Service, you may notify us by providing the following information to our designated agent (Copyright Complaint/Legal, Panera Bread, 3630 S. Geyer Road, Suite 100, St. Louis, MO 63127, Tel: (314) 984-1000, Fax: (314) 909-3300, Email: CopyrightComplaint@panerabread.com), as required by 17 U.S.C. § 512: 1. physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed; 2. Identification of the copyrighted work, or a representative listing of the copyrighted works, claimed to have been infringed; 3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to allow us to locate the material; 4. Information reasonably sufficient to allow us to contact you, including your address, telephone number, and if available, your electronic mail address; 5. A statement that you have a good-faith belief that the use of the material as described is not authorized by the copyright owner, its agent, or the law; and 6. A statement that the information in your notification is accurate, and under the penalty of perjury, that you are the owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed. It is our policy to terminate relationships regarding content with parties who repeatedly infringe the copyrights of others.
12. MISCELLANEOUS. You agree that: this Agreement and your use of the Service shall be governed by (i) the laws of the State of Missouri, without regard to conflicts of laws principles (if you obtain this Service within the United States), or (ii) the laws of Ontario, Canada, without regard to conflict of laws principles (if you obtain this Service within Ontario, Canada), and Panera and/or its Third Party Provider, shall have at all times the right to seek any injunctive or equitable relief available to it under applicable laws. You agree that the exclusive jurisdiction for all controversies or claims shall be (i) the federal and state courts in the State of Missouri in St. Louis County (if you obtain this Service within the United States) or (ii) the courts in Ontario, Canada (if you obtain this Service within Ontario, Canada), and you agree that such courts will have personal jurisdiction over you in such matters through your use of the Service. You agree that this Agreement is solely between you and Operator. You agree that any controversy or claim brought or asserted by you or on your behalf that arises out of or relates to this Agreement or the Service shall be solely against Operator, and not any other party. Further, you agree that any action you bring that arises from, or relates to, the Service must be initiated within one year from the relevant date of your access to the Service, and that no cause of action may be brought after that time. You agree that if any provision(s) of this Agreement is determined to be invalid or unenforceable under applicable law, then such provision(s) will be ineffective to the extent of such determination, and such invalidation of such part or portion of this Agreement shall not invalidate the remaining portions of this Agreement and/or the spirit of this Agreement and the remainder of this Agreement will continue and shall remain in full force and legal effect. Any failure by Operator, Panera or Third Party Provider to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. You agree that this Agreement constitutes the entire agreement between you and Operator regarding its subject matter, and it supersedes any prior or contemporaneous agreements between you and Operator regarding its subject matter. You agree that any notices other than Notices of Copyright Infringement claims as described above given by you to Panera must be given by e-mail (addressed to email@example.com (Subject: WiFi)), or by postal mail to Panera Bread, c/o 3630 S. Geyer Road, St. Louis, Missouri 63127, Attention: Information Technology Department.
You expressly consent to the rendering of this Agreement in English. Vous consentez expressément au rendu de cet accord en anglais.
© 2008-2014 Panera Bread. All Rights Reserved. PANERA, PANERA BREAD, SAINT LOUIS BREAD CO., the Mother Bread design, designs, logos and related marks are trademarks or registered trademarks of an affiliate of Panera, LLC. Paradise and Paradise Bakery & Cafe, designs, logos and related marks are trademarks or registered trademarks of Paradise Bakery & Cafe, Inc. All rights reserved.