THE MYPANERA® S’MAC AND CHEESE 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 PROMOTION 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 Entry Period: The MyPanera® S’Mac and Cheese Sweepstakes s begins on July 14, 2025 at or around 11:30 am CT and ends on July 21, 2025, at 11:59 pm CT (the “Sweepstakes Entry Period”). At approximately 11:30 am CT on July 14, 2025, 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: TobeeligibletoreceiveaPrize,entrantsmust meet all of thefollowing 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”); (b) be 18 years of age or older and the age of majority in the entrant’s jurisdiction; and (c) be a MyPanera member; and (d) have an active Instagram account (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 notrelated) arenot eligible to participate in the Sweepstakes.Void outside the Territory and in Puerto Rico and where prohibited or restricted by law.

Joining MyPanera: MyPanera accounts are free, but subject to the Terms of Service (https://www.Panerabread.com/en-us/legal/terms-of-use.html) and Privacy Policy (https://www.Panerabread.com/en-us/legal/your-privacy.html). There are two ways to create a MyPanera account:

·      Download the Panera Bread Mobile App: Download the Panera Bread mobile app (the “App”) to a mobile device, tap the Join MyPanera® button located at the on the main screen of the App, and follow the instructions to create a MyPanera account.

·      Online: Visit https://www.Panerabread.com/content/Panerabread_com/en-us/MyPanera/sign-up-with-MyPanera.html and follow the instructions to create a MyPanera account.

3) Sponsor: The Sponsor of the Sweepstakes is Panera, LLC, located at 3630 So. Geyer Road, St. Louis, Missouri 63127.

4) How To Participate in the Sweepstakes: To participate, after the CTA Post is made by Sponsor, like and comment letting us know who you'd share a Panera mac & cheese bread bowl with for a chance to win a S'MAC & CHEESE lip balm prize package (described below). LIMIT ONE ENTRY PER MYPANERA ACCOUNT. 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. 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 operates 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 five 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 Approximate Retail Value of all Prizes available in this Sweepstakes: $1040.

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 July 22, 2025, Sponsor will select five 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, per MyPanera account. The potential winners must verify their status as a MyPanera member and indicate their acceptance of the prize within 48 hours. If a potential winner does not respond to Sponsor within 48 hours, or is unable to verify their status as a MyPanera member, 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 Instagram message 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 reserves the right, in its sole discretion, to disqualify any individual that tampers or attempts to tamper with 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, 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/en-us/company-information/privacy-policy.html.

10) ARBITRTATION AGREEMENT AND WAIVER OF CERTAIN RIGHTS: 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 THE CONSUMER RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“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.

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 AAA Rules. The AAA Rules are available on its website at https://adr.org/sites/default/files/Consumer%20Rules.pdf. To commence arbitration, a Demand for Arbitration is required to be executed and served on Sponsor’s Legal Department, at 1400 South Highway Drive, Suite 100, Fenton, Missouri 63026 pursuant to instructions provided by AAA to submit a Claim to arbitration. Further instructions on submitting a Demand for Arbitration can be found at https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_3.pdf.

The arbitration will be heard and determined by a single, neutral arbitrator. The arbitration shall take place telephonically unless an in-person hearing is specifically requested by either party. If an in-person hearing is requested, such in-person hearing shall take place in the county where Participant resides. Participant and a Sponsor representative must personally appear (with counsel if Participant or Sponsor are represented) at an initial telephone conference with a case manager before an arbitrator is appointed and at a hearing should one be scheduled by the arbitrator. Claims may also be referred to an arbitration organization other than AAA if Participant and Sponsor agree in writing.

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.

The parties shall be responsible for their own attorneys' fees and costs in arbitration, unless they are authorized by law or the arbitrator determines that a claim was frivolous or brought for an improper purpose or in bad faith. The arbitrator shall have the authority under Federal Rule of Civil Procedure 11 to issue sanctions against any party and counsel as a court would. In addition, the provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the arbitrator. Notwithstanding anything to the contrary, Sponsor will pay all fees and costs that we are required by law to pay. 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 jurisdiction for 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.

SPECIAL ADDITIONAL PROCEDURES FOR MASS ARBITRATION

If 25 or more similar Claims are asserted against Sponsor by the same or coordinated counsel or are otherwise coordinated (and your Claim is one such Claim), you understand and that the resolution of your Claim might be delayed. You also agree to the following process: counsel for the claimants and counsel for Sponsor shall each select 10 cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those Claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If the parties are unable to resolve the remaining cases after the conclusion of the initial 20 proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, and Sponsor shall pay the mediator's fee. If the parties are unable to resolve the remaining matters in mediation at this time, each side shall select 20 cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. (If there are fewer than 40 Claims remaining, all shall proceed.) The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a staged process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. If the parties are unable to resolve the remaining cases after the conclusion of the 40 proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, and Sponsor shall pay the mediator's fee. If the parties are unable to resolve the remaining matters in mediation at this time, this staged process shall continue with 100 cases proceeding at one time that are selected randomly or by AAA in staged sets, until all the Claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. Between staged sets of proceedings, Sponsor agrees to participate in a global mediation session should your counsel request it in an effort to resolve all remaining Claims. The statute of limitations and any filing fee deadlines shall be tolled for Claims subject to this dispute resolution process where a notice of dispute or demand for arbitration has been submitted, from the time the first cases are selected for a bellwether process until the time your case is selected, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Sponsor. Should a court of competent jurisdiction decline to enforce these "Special Additional Procedures for Mass Arbitration," you and we agree that your and our counsel shall engage in good faith with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with AAA to address reductions in arbitration fees.

NO CLASS ACTIONS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARTICIPANT AND SPONSOR AGREE THAT ANY AND ALL CLAIMS WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS, COLLECTIVE OR REPRESENTATIVE ACTION. NEITHER PARTICIPANT NOR SPONSOR SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS/CONSUMERS OR ARBITRATE, AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, ANY CLAIM. Further, unless both Participant and Sponsor expressly agree otherwise, the arbitrator may not consolidate more than one person’s claim and the arbitrator may not otherwise preside over any form of a class, consolidated, representative, collective, or private attorney general proceeding.

If a court determines that any of the prohibitions on non-individualized relief; class, representative, and private attorney general claims; and consolidation are unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief), and all appeals from that decision have been exhausted (or the decision is otherwise final), then the parties agree that that particular claim or request for relief may proceed in court but shall be stayed pending arbitration of the remaining claims. Specifically, and, 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 permitted 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.

Except as specifically provided in this section (e.g., the Additional Procedures for Mass Arbitration), if any part or parts of the mandatory informal dispute resolution process, arbitration agreement, class action waiver, is/are found by a court of
competent jurisdiction to be invalid or unenforceable as to Participant’s Claim, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of this section shall continue in full force and effect. The mandatory informal dispute resolution process, arbitration agreement, and class action waiver will survive the expiration or  termination of this Sweepstakes. No waiver of any provision of this Section of these Official Rules will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of the Official Rules. This Section of the Official Rules will survive the expiration or sooner termination of this Sweepstakes.

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 or 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 Unlimited Sip Club Annual Subscription Giveaway Winners’ List, Attention PR to 1220 Washington Street, Newton, Massachusetts 02465.

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