WELCOME TO THE UNLIMITED SIP CLUB MONTHLY AND ANNUAL SUBSCRIPTION PROGRAM

 

Unlimited Sip Club Subscription Terms and Conditions

 

Effective Date: June 18, 2024

 

 

1. Acceptance of Subscription Terms and Conditions. These terms and conditions (herein the “Agreement”) shall govern your participation in and use of the Panera Unlimited Sip Club Subscription Program available for enrollment at www.panerabread.com/UnlimitedSipClub (the “Subscription” or “Membership”). The Subscription is provided by Panera, LLC (“Panera,” “Company,” “we,” or “us”). This Agreement is to be read in connection with Panera’s Terms of Use and Privacy Policy, both of which are incorporated into and made part of this Agreement by reference. When you sign up for, and each time you use, the Subscription, you signify that you agree to be bound by this Agreement. If you do not agree to this Agreement, do not subscribe. Furthermore, if, at any time during your Subscription, you no longer agree with this Agreement or any updates to this Agreement (see Section 2 below), then you must cancel your Subscription. In the event of a conflict between the MyPanera® Program Terms and this Agreement, this Agreement controls with respect to your Subscription.

 

IMPORTANT: THIS AGREEMENT INCLUDES RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT AND A CLASS ACTION WAIVER WHICH REQUIRES THAT ANY ARBITRATION CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE OR MEMBER OR OTHERWISE ON BEHALF OF OTHERS IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. SEE SECTION 9 BELOW.

 

You must be 18 years of age or older to subscribe to the Subscription.

 

2. Updates to this Agreement. Panera reserves the right to update, change or modify this Agreement at any time. Depending on the nature of the change or update, Panera may provide notice by posting the new Agreement on www.panerabread.com/UnlimitedSipClub with a new effective date shown. Panera reserves the right to update, change, modify, or terminate the Subscription and/or any Subscription Benefits at any time (including converting the Subscription into another subscription program), in its sole and absolute discretion. All such changes in the Agreement shall be effective from the effective date set when posted. You waive any right you may have to receive specific notice of such updates, changes, or modifications.

 

3. Electronic Form. By accessing the Subscription, you consent to have this Agreement provided to you in electronic form. You also consent to receive communications related to your Subscription electronically, including, without limitation, through email, mobile push notifications, or notices and messages through the Subscription services, and you can retain copies of these communications for your records. You consent to receiving such communications from Panera on any day of the week and at any time of day. 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.

 

4. Your Subscription. . By signing up for the Subscription, you agree to (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form, and (b) maintain and properly update your account information to keep it true, accurate, current, and complete. If you provide information that is untrue, inaccurate, not current, or incomplete, or if we have reasonable grounds to suspect that you have, or you violate this Agreement, as determined in our sole discretion, we have the right to suspend or terminate your Subscription and refuse any and all current or future use of the Subscription. Registration and redemption are available to consumers in participating U.S. Panera bakery-cafes, who are 18 or older, subject to Panera's verification, in its sole discretion. Some Panera bakery-cafes may not participate in the Subscription program and/or all Subscription Benefits. There is a limit of one Subscription per person and a Subscription cannot be shared. Without limitation of the foregoing, we reserve the right to reject any Subscription registration in our sole discretion. You must be a MyPanera member to subscribe to the Subscription. MyPanera accounts are free but are subject to the Terms of Use, including the Additional Terms for MyPanera Program and Privacy Policy. There are two ways to create a MyPanera account:

 

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

 

 • Online: Visit www.panerabread.com/join and follow the instructions to create a MyPanera account.

 

Subscribers must sign up for a MyPanera account and store their method of payment to their MyPanera account to activate their Subscription. Major credit cards and Panera Bread Gift Cards are generally accepted for payment for the Subscription and as your stored method of payment, but Panera reserves the right, in its sole discretion, to reject debit cards, pre-loaded cards, or similar payment methods. Panera Bread Gift Cards are subject to the Additional Terms for Gift Cards.

 

5. Subscription Benefits.

 

MONTHLY and ANNUAL.

The Subscription may only be available for a limited time for $14.99 (plus tax) (“Monthly Fee”) each month or for $119.99 (plus tax) (“Annual Fee”) each year to eligible subscribers in the United States. The Subscription provides eligible subscribers access to the following Subscription Benefits: drip hot coffee, iced coffee, hot tea, fountain soda beverages, and bubbler drinks (e.g., iced teas, lemonades, and other bubbler beverages) every two hours during normal bakery-cafe business hours, including free refills, at participating U.S. Panera bakery-cafes each day during the corresponding month for which payment was made (“Daily Beverage  Reward Coupon”). Beverages may vary by location and time of day. Excludes all other beverages, including, without limitation, bottled beverages, smoothies, frozen blended drinks, hot chocolate, cold brew iced coffee and espresso and cappuccino beverages. Customizations including, but not limited to, added espresso, and added syrups (Madagascar vanilla, bittersweet chocolate, cinnamon, and caramel) are not included in the Subscription Monthly Fee or Annual Fee. Upcharges apply. Other additions such as milk, skim milk, almond milk, half & half, and sweeteners are included in the Subscription (availability varies by cafe).

Daily Beverage Reward Coupon expires every day at 11:59 PM local time. An unused Daily Beverage Reward Coupon is considered forfeited and will not be refunded or carried over to the next day. Not valid on catering orders, future online orders (orders placed on a day different than the scheduled day for pickup or delivery), or orders placed on third party delivery sites. We reserve the right at any time and in our sole discretion to verify a subscriber’s eligibility and compliance with this Agreement, including, but not limited to, ensuring that the Subscription is not being used for a commercial purpose. Note that zero-dollar transactions – transactions in which only a daily beverage and/or other MyPanera rewards are redeemed – do not count as a “visit” towards purchase-based MyPanera rewards. For more information on how to earn MyPanera rewards visit: www.panerabread.com/MYPTerms.

 

In addition to the Subscription Benefits described above, subscribers receive $0 delivery fee on digital delivery orders placed online at www.panerabread.com or in the App during their Subscription, which will be automatically added as a MyPanera reward during their Subscription.¹

 

ADDITIONAL BENEFITS

Panera reserves the right to offer additional Subscription Benefits to members based on their geographic location, home bakery-cafe, program participation, period of recurring subscription, or other criteria, as determined by Panera. For example, we may offer Sip Club Saturday and/or weekend or weekday promotions, in Panera’s sole discretion, during your Subscription. Promotional offers, benefits, and communications may also be based on the volume or type of purchases.

 

6. Charges to Your Payment Method. Panera will charge you for your Subscription using the payment method(s) you provide at the time of enrollment, unless otherwise updated. By enrolling in the Subscription, you authorize Panera to charge your payment method(s) for the Subscription Monthly Fee or Annual Fee then in effect for the Subscription whether you use the Subscription benefits or not, until cancelled by you as described in this Agreement. If applicable, your Panera Bread Gift Card balance will be charged before your default payment method. You can still use your Panera Bread Gift Card on your food orders. Use of your Panera Bread Gift Card will decrease your available balance. Your Subscription provides you the opportunity to use applicable Subscription Benefits and your non-use will not obligate Panera to provide you with any refund, in whole or part, of your Subscription Monthly Fee or Annual Fee. Panera reserves the right to correct any errors or mistakes that we make, even if we have already requested or received payment, and to update your information from available third-party sources. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your Subscription, we may suspend your access to the Subscription until we have successfully charged a valid payment method. For some payment methods, the issuer may charge you certain fees, such as transaction fees or other fees relating to the processing of your payment method. Check with your payment method service provider for details.

 

7. Recurring Billing and Cancellation.

 

7.1. Recurring Billing. By enrolling in the Subscription, you authorize Panera to charge your payment method(s): (a) for the Monthly Fee, on a recurring monthly basis beginning on the day you start your Subscription and every 30 days thereafter; or (b) for the Annual Fee, on a recurring annual basis beginning on the day you start your Subscription and every 365 days thereafter (each a “Billing Cycle”) until you cancel as described in Section 7.2 below, or Panera suspends, ends, or otherwise terminates your access to the Subscription, which we may do at any time. You hereby accept responsibility for all recurring charges made to your payment method(s) prior to cancellation or termination. Unless and until you cancel, your Subscription will be automatically extended for successive monthly or annual periods at the then-current Subscription Monthly Fee or Annual Fee. If you cancel your Subscription, you may use your Subscription Benefits until the end of the applicable Billing Cycle and your Subscription will not be renewed after that Billing Cycle ends. Your non-termination or continued use of the Subscription reaffirms that Panera is authorized to charge your payment method(s) on the recurring basis to which you agreed at enrollment. Panera may submit those charges for payment, and you will be responsible for such charges. PANERA MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU UNTIL YOU AFFIRMATIVELY CANCEL YOUR SUBSCRIPTION OR NOTIFY US THAT YOU WISH TO CHANGE YOUR PAYMENT METHOD INFORMATION. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE PANERA REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION, VISIT YOUR MYPANERA ACCOUNT SETTINGS ON PANERABREAD.COM.

 

7.2 Changes or Cancellation.To change or cancel your Subscription at any time, visit the Subscription section at www.panerabread.com/UnlimitedSipClub or on the App. For step-by-step instructions on how to cancel your Subscription, please visit here. You can also call Panera Customer Service at 1-855-3-PANERA to cancel your Subscription. Your cancellation request must be submitted at least 24 hours before the start of the next Billing Cycle. If you cancel your Subscription, you may use your Subscription Benefits until the end of the Billing Cycle and your Subscription will not be renewed once that Billing Cycle ends. In such event, you will not be entitled to a prorated refund of any unused portion of the Subscription Monthly Fee or Annual Fee. If you signed up for the Subscription using your account with a third party as a payment method and wish to cancel your Subscription, you may need to do so through that third party, for example by visiting your account with the applicable third party and turning off auto-renew or unsubscribing from the Subscription through that third party. If you cancel your Subscription but want to re-enroll, you may do so by visiting your MyPanera Account settings on  panerabread.com.

 

7.3 Change in Amount Authorized. If the amount to be charged to your payment method(s) varies from the current rate set forth in your initial offer due to an increase in our current Monthly Fee or Annual Fee (other than due to the imposition or change in the amount of state sales taxes), Panera shall provide notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. Any agreement you have with the issuer of your payment method(s) will govern your use of your payment method(s) as a payment mechanism. You agree that Panera may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each Billing Cycle.

 

7.4 Other. The Subscription is managed through the MyPanera Program. If a Subscriber chooses to decline MyPanera rewards or delete its MyPanera account on the App, Subscriber’s paid, free, or discounted Subscription will be immediately terminated, and the Subscription Benefits willno longer be  available to Subscriber. Refunds will not be available and such Subscribers will no longer be eligible for promotions available to new or lapsed subscribers. If you have any questions regarding this Subsection 7.4, before taking any of these actions on your MyPanera account or rewards, contact Panera Customer Service at 1-855-3-PANERA.

 

8. Current Information Required. YOU MUST PROMPTLY NOTIFY PANERA IF YOUR PAYMENT METHOD IS CANCELLED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR ACCOUNT, USERNAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE TO YOUR MYPANERA ACCOUNT SETTINGS. IF YOU FAIL TO NOTIFY PANERA OF ANY OF THE FOREGOING, YOU AGREE THAT PANERA MAY CONTINUE CHARGING YOU FOR YOUR SUBSCRIPTION, UNLESS WE HAVE EVIDENCE THAT YOU HAVE TERMINATED YOUR SUBSCRIPTION.

 

9. Dispute Resolution; Arbitration Agreement; Class Action Waiver.

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 YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

 

For purposes of this Section 9, “Panera” or “we” shall include Panera LLC and its subsidiaries, affiliates, agents, franchisees, employees, predecessors in interest, successors, and assigns.

 

(a) MANDATORY NOTICE OF DISPUTE AND INFORMAL DISPUTE RESOLUTION PROCESS

 

If you and Panera have a Dispute (defined below) and our customer service team is unable to resolve your concerns, you and Panera agree to make a good faith effort to resolve it informally prior to initiating a formal arbitration proceeding. Before initiating an arbitration, you and Panera each agree to first provide the other with a detailed written notice (“Notice of Dispute”). The Notice of Dispute must include: your or our name and contact information (address, telephone number, email address, and account number if applicable); sufficient information to enable you or us to identify any transaction at issue (including any receipts or purchase details), and a detailed description of: (i) the nature and basis of the Dispute, with any relevant documents and supporting information; and (ii) a statement of the specific relief sought (including a detailed calculation of any damages). A Notice of Dispute must be mailed to the Panera Legal Department, at 1400 South Highway Drive, Suite 100, Fenton, Missouri 63026. Panera will provide a Notice of Dispute to you via the billing address associated with your Account and/or billing information (the “Notice Address”). You or we must personally sign the Notice of Dispute. A personal signature must be handwritten and does not include any digital or electronic signature. By personally signing the Notice of Dispute, you or we certify that: (1) the Notice of Dispute is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or impose unnecessary costs (including arbitration fees); (2) the Dispute has legal support and is not frivolous; and (3) the factual contentions have evidentiary support, or if so specified, will have evidentiary support after a reasonable opportunity for further investigation.

 

If requested by the party that receives the Notice of Dispute, the other party must personally appear at and participate in a telephone settlement conference (if a party is represented by counsel, counsel may also participate) to discuss the Dispute.

 

For a period of 60 days from the date of receipt of a complete Notice of Dispute, you and Panera agree to make attempts to resolve the Dispute prior to commencing an arbitration and not to commence an arbitration proceeding until the 60-day post-notice resolution period expires, which period may be extended by agreement of the parties. If an agreement cannot be reached within 60 days of receipt of the Notice of Dispute, you or Panera may commence an arbitration proceeding, pursuant to the procedure outlined below.  Compliance with and completing this informal dispute resolution process is a condition precedent to filing any formal dispute resolution proceeding, including a demand for arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal dispute resolution process.

 

If the sufficiency of a Notice of Dispute or compliance with this mandatory informal dispute resolution process is at issue, it may be decided by a court of competent jurisdiction at either party's election, and any formal dispute resolution proceeding shall be stayed pending resolution of the issue. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration or the assessment or payment of arbitration fees.  You or we may also elect to raise non-compliance with this informal dispute resolution process and seek relief in arbitration.

 

(b) ARBITRATION AGREEMENT.

 

IF WE ARE UNABLE TO RESOLVE ANY DISPUTE THROUGH THE INFORMAL DISPUTE RESOLUTION PROCESS, YOU AND WE AGREE THAT ALL CLAIMS, DISAGREEMENTS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND ANY PANERA PARTIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARENTS, AFFILIATES, FRANCHISEES, SUBSIDIARIES AND/OR RELATED COMPANIES, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATING TO THE SITES, TO THE USE OR ACCESS THEREOF, TO THE PRODUCTS, SERVICES, BENEFITS, MATERIALS, PROGRAMS OR OTHER FEATURES OFFERED ON OR THROUGH THE SUBSCRIPTION, SITES, AND/OR AN APPLICATION, ENFORCEABILITY, SCOPE, OR INTERPRETATION OF THIS AGREEMENT TO ARBITRATE ("DISPUTES"), SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION.   YOU AND WE AGREE THAT THIS AGREEMENT EXTENDS TO ALL EXISTING AND FUTURE DISPUTES BETWEEN US, INCLUDING ANY DISPUTES THAT AROSE PRIOR TO YOUR ACCEPTANCE OF THIS AGREEMENT.

 

All Disputes shall be submitted for binding arbitration in accordance with the Consumer Rules of the American Arbitration Association (“AAA Rules”) then in effect. 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 Panera’s Legal Department, at 1440 South Highway Drive, Suite 100, Fenton, Missouri 63026 pursuant to instructions provided by AAA to submit a Dispute to arbitration.  Service of the Demand for Arbitration on you will be sent to the Notice Address. 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 of the billing address associated with your account, or the county where you reside, in the instance where no account exists.  You and a Panera representative must personally appear (with counsel if you or we 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. Disputes may also be referred to an arbitration organization other than AAA if you and Panera 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. You and we 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 this agreement. 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 this Agreement including, but not limited to, a claim that all or any part of this Agreement 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, Panera 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. You and we also have the right to bring qualifying claims in small claims court. In addition, you and we 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 this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided herein.

 

Neither you nor we 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 your and/or our 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.

 

(c) SPECIAL ADDITIONAL PROCEDURES FOR MASS ARBITRATION

If 25 or more similar claims are asserted against Panera by the same or coordinated counsel or are otherwise coordinated (and your claim is one such claim), you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following process. Counsel for the claimants and counsel for Panera 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 Panera 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 Panera 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, Panera 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 section 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 Panera. 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.

 

(d) FUTURE CHANGES TO DISPUTE RESOLUTION SECTION.

 

Not withstanding any provision to the contrary, we agree that if Panera makes any future changes to this Dispute Resolution section (other than a change to the mailing or email address), you may reject any such change by sending us written notice personally signed by you within 30 days of the change to the address provided above. This is not an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Dispute Resolution section.

 

(e) NO CLASS ACTIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT ANY AND ALL DISPUTES WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS, COLLECTIVE OR REPRESENTATIVE ACTION. NEITHER YOU NOR WE 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 DISPUTE. Further, unless both you and Panera 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 this Section, 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.

 

(f) Except as specifically provided in this section (e.g., the Additional Procedures for Mass Filings), 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 your Dispute, 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 termination of these Terms of Use. No waiver of any provision of this Section of this Agreement 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 this Agreement. This Section of the Agreement will survive the termination of your relationship with us.

 

 

^{1 Must be an Unlimited Sip Club subscriber to receive this offer. Purchase required. The $1 delivery fee will be waived on your online delivery order only. Minimum order of $8-$10 required (depending on location), exclusive of taxes, fees, or charges that may apply. Maximum delivery fee discount of $1. MyPanera® login is required. Offer valid at participating U.S. bakery-cafes only. Gift Card purchases, orders placed on third-party delivery sites, in-cafe, curbside, drive-thru, kiosk, Rapid Pick-Up and catering orders excluded. Order must be placed online with credit card. Menu prices for delivery are higher and charges and fees apply. A $1 delivery fee and a Convenience Fee apply to online delivery orders. If applicable, the Convenience Fee offsets costs associated with online ordering including technology development, marketing, and administrative activities. For select California cafes, a $2 Supplemental Delivery Charge will be added to your order due to added delivery costs in the state where this cafe is located. Delivery charges, fees, minimums, and pricing vary by location. Our delivery fees and charges are not a tip or gratuity provided to the driver. Tracking available only in participating U.S. bakery-cafes that offer delivery. Delivery hours may vary. Limited delivery area. Visit: www.panerabread.com/deliveryinfo to determine if you’re in a delivery area or for more information. Not valid with any other coupon or offer. Void if modified, copied, reproduced, transferred, purchased, traded, or sold. Applicable taxes paid by bearer. Offer may expire without notice due to error, fraud, or other unforeseen circumstances. Other restrictions may apply.  This benefit will automatically be loaded to your MyPanera account, and you may receive MyPanera email notifications informing you.}