WELCOME TO THE PANERA UNLIMITED SIP CLUB SUBSCRIPTION PROGRAM (WISCONSIN).

THIS SUBSCRIPTION PROGRAM IS ONLY AVAILABLE FOR A LIMITED TIME TO ELIGIBLE SUBSCRIBERS (DEFINED BELOW).  NOT ALL SUBSCRIBERS WILL QUALIFY FOR THIS SUBSCRIPTION OFFER.

Subscription Terms and Conditions

January 12, 2022 (Wisconsin)

1. Acceptance of Subscription Terms and Conditions. These terms and conditions (“Agreement”) shall govern your participation in and use of the Panera Unlimited Sip Club Subscription Program (formerly known as the MyPanera+ Beverage Club Subscription Program) available for enrollment at www.panerabread.com/WisconsinBeverage   (the “Beverage Subscription” or “Subscription”). The Beverage 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. 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, you must discontinue using the Subscription and terminate your subscription to the Subscription. In the event of a conflict, this Agreement applies, notwithstanding the MyPanera terms.

IMPORTANT: This Agreement includes resolution of disputes by arbitration instead of in court and a class action waiver. See section 10 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/WisconsinBeverage with a new Effective Date shown. 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.

4. Your Subscription. By registering for the Subscription, you agree to (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form, and (ii) 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 subject to Panera's verification, in its sole discretion. Without limitation of the foregoing, we reserve the right to reject any subscription application in our sole discretion. You must be a MyPanera loyalty member to subscribe to the Beverage Subscription. Membership is free through Panera.  Subscribers must register their MyPanera card and store their credit card to their MyPanera account to activate their Subscription. Only major credit cards are eligible for billing for the Subscription and Panera reserves the right to reject debit cards, gift cards, pre-loaded cards, or similar billing devices.

5. Beverage Subscription Benefits. The Beverage Subscription may only be available for a limited time for $9.99 (plus tax) each month to eligible subscribers who are determined to be located in Wisconsin(collectively, “Eligible Subscribers”) and made their last purchase at a participating Panera Bread bakery-cafe in Wisconsin  www.panerabread.com/WisconsinBeverage (“Participating Panera Bread bakery-cafes”).   The Beverage Subscription entitles Eligible Subscribers to the following Subscription benefits: : drip hot coffee, iced coffee, hot tea, fountain soda beverages (various Pepsi™ beverages), bubbler drinks (Regular, Sweet, and Passion Papaya iced teas, and Agave lemonade) and Lemonade Charger beverages (Fuji Apple Cranberry, Mango Citrus Yuzu and Strawberry Lemon Mint) (collectively, “Beverage Subscription Benefits”) every two (2) hours during normal bakery-cafe business hours including free refills at Participating Panera Bread bakery-cafes each day during the corresponding month for which payment was made (“Daily Beverage Coupon”).  Beverages may vary by location.  Excludes all other beverages, including without limitation, cold brew iced coffee and espresso and cappuccino beverages.  Customizations including but not limited to added Espresso and added Syrups (Vanilla and Caramel) are not included in the Beverage Subscription monthly price. Upcharges apply. Other additions such as Milk, Skim Milk, Almond Milk, Half & Half, Sweeteners are included in the monthly subscription price.

Daily Beverage Coupon expires every day at 11:59 PM. Any unused Daily Beverage Coupon is considered forfeited and will not be refunded or carried over to the next day. Not valid catering orders 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. There is a limit of one Subscription per person and Subscriptions cannot be shared.  Panera reserves the right to update, change, modify or terminate the Beverage Subscription and/or any Beverage Subscription Benefits at any time (including converting the Beverage Subscription into another subscription program, including, but not limited to, the MyPanera+ Beverage Club or Coffee Subscription Program), in its sole and absolute discretion.  Note that zero-dollar transactions – transactions in which only a daily coffee or a daily beverage and other MyPanera rewards are redeemed – do not count as a “visit” towards purchase-based rewards.

Eligible New and Existing Subscribers must affirmatively join the Beverage Subscription or be automatically upgraded, respectively, to the Beverage Subscription from the MyPanera+ Beverage Club Subscription to receive the Beverage Subscription Benefits as further described below.  The Beverage Subscription is not available as part of Panera’s Gift Coffee program and is not combinable with any other offers or coupons.

For New Subscribers as of January 12, 2022 (Wisconsin):  If accepted, Panera will charge Eligible Subscribers who sign up for the Beverage Subscription (“New Subscribers”) the amount of $9.99 (plus tax) to the billing method provided by them at sign-up (“Payment Method”) on a monthly basis in return for their ability to access the Beverage Subscription Benefits.  The Beverage Subscription may only be available for a limited time and may be terminated by Panera at any time in its sole and absolute discretion.  In such event, New Subscribers will be notified by email that the Beverage Subscription has been terminated and that their Beverage Subscription Benefits will no longer be available at the end of the New Subscriber’s current monthly subscription period.  At the end of the New Subscriber’s current monthly subscription period, the New Subscriber’s Beverage Subscription will be automatically cancelled by Panera.

For Existing Subscribers (Paid, Free Trial and Discounted Subscribers) as of January 12, 2022 (Wisconsin):

- Existing Paid MyPanera+ Beverage Club Subscribers:   For existing paid subscribers of MyPanera+ Beverage Club Subscription who are eligible for the Beverage Subscription (“Existing Paid Subscribers”), your subscription will decrease to $9.99 per month (plus tax) (“Monthly Fee”) in return for the Existing Paid MyPanera+ Beverage Club Subscriber’s ability to access the Beverage Subscription Benefits basis unless the Beverage Subscription is cancelled.  The Existing Paid MyPanera+ Beverage Club Subscriber will be charged the Monthly Fee to the billing method provided by the Existing Paid MyPanera+ Beverage Club Subscriber (“Payment Method”) when the Existing Paid MyPanera+ Beverage Club Subscriber signed up for his or her MyPanera+ Beverage Club Subscription.

- Existing Free Trial MyPanera+ Beverage Club Subscribers:  Existing free trial subscribers of MyPanera+ Beverage Club Subscription who are eligible for the Beverage Subscription (“Existing Free Trial Subscribers”) will automatically be upgraded to the Beverage Subscription for $9.99 per month (plus tax) (“New Monthly Fee”).  NOTE:  Your upgraded free trial My Panera+ Beverage Club Subscription will be honored through its expiration.   If you continue your Beverage Subscription after your last free renewal, on your first paid renewal, you will be charged the New Monthly Fee in return for the Existing Free Trial MyPanera+ Beverage Club Subscriber’s ability to access the Beverage Subscription Benefits unless the Beverage Subscription is cancelled.  The Existing Free Trial MyPanera+ Beverage Club Subscriber will be charged the New Monthly Fee to the billing method provided by the Existing Free Trial MyPanera+ Beverage Club Subscriber (“Payment Method”) when the Existing Free Trial MyPanera+ Beverage Club Subscriber signed up for his or her MyPanera+ Beverage Club Subscription.

- Existing Discounted Subscribers:  Existing discounted subscribers of MyPanera+ Coffee Subscription who are eligible for the Beverage Subscription (“Existing Discounted Subscribers”) will be able to upgrade their MyPanera+ Coffee Subscription to the Beverage Subscription for $9.99 per month (plus tax) (“New Monthly Fee”).  Once upgraded, the Existing Discounted Subscriber will be charged the New Monthly Fee on a prorated basis to the billing method provided by the Existing Paid Subscriber (“Payment Method”) when the Existing Discounted Subscriber signed up for his or her MyPanera+ Coffee Subscription.  Beginning on the Existing Discounted Subscriber’s next monthly subscription billing period, Panera will charge the Existing Discounted Subscriber the amount of $9.99 (plus tax) on a monthly basis in return for the Existing Discounted Subscriber’s ability to access the Beverage Subscription Benefits

- For Existing Paid, Free Trial and Discounted MyPanera+ Coffee and Beverage Club Subscribers (collectively “Existing Subscribers”):  The Beverage Subscription may only be available for a limited time and may be terminated by Panera at any time in its sole and absolute discretion.  In such event, Existing Subscribers will be notified by email that the Beverage Subscription has been terminated and that their Beverage Subscription Benefits will no longer be available at the end of Existing Subscriber’s monthly subscription period.

6. Charges to Your Payment Method. Panera charges you for your Subscription using the Payment Method you provide at the time of enrollment, unless otherwise updated by Subscriber. By enrolling in the Subscription, you authorize Panera to charge your Payment Method the monthly subscription fee then in effect for the Subscription whether you use the Subscription benefits. Your subscription provides you the opportunity to use Subscription benefits and your non-use will not obligate Panera to provide you with any refund, in whole or part, of your monthly subscription fee. Panera reserves the right to correct any errors or mistakes that it makes, even if it has already requested or received payment, and to update your information from available third-party sources. You remain responsible for any uncollected amounts. 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 on a recurring monthly basis beginning on the day you start your subscription and every thirty (30) days thereafter (the “Billing Cycle”) until you cancel, or Panera suspends, ends, or otherwise terminates your access to the Subscription, which it may do at any time. You will receive a confirmatory email sent to the email address listed on your MyPanera account after each monthly charge on your Payment Method. You hereby accept responsibility for all recurring charges made to your Payment Method prior to cancellation or termination. Unless you cancel, your subscription will be automatically extended for successive monthly periods at the then-current subscription rate. If you cancel your monthly 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 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 THE PANERABREAD.COM.

7.2. Changes or Cancellation. To change or cancel your subscription at any time, click the link provided in subscription related emails and follow the instructions. To cancel online, visit the Subscription section at www.panerabread.com/MyPaneraCoffee or on the Panera Bread app. You can also call Panera Customer Service at 1-855-3-PANERA to cancel your subscription. Your cancellation request must be submitted 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 monthly subscription 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 varies from the current rate set forth in your initial offer due to an increase in our current rates (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 ten (10) days before the scheduled date of the transaction. Any agreement you have with the issuer of your Payment Method will govern your use of your Payment Method 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.

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. Mandatory Binding individual Arbitration.Please read this section carefully. It affects legal rights that you may otherwise have and requires individual final and binding arbitration of most disputes instead of resolution in court. Arbitration is the submission of a dispute to a neutral arbitrator, instead of a judge or jury, for a final and binding decision, known as an “award.” Arbitration provides for more limited discovery than in court, is subject to limited review by courts, and the result is confidential. Each party has an opportunity to present evidence to the arbitrator in writing or through witnesses. An arbitrator can only award the same damages and relief that a court can award under the law and must honor the terms and conditions in this Agreement.

9.1 ARBITRATION AGREEMENT, CLASS ACTION WAIVER, PUNITIVE DAMAGES WAIVER
You and Panera agree that any dispute, whether at law or equity, arising out of or relating to this Agreement or your use of the Subscription, regardless of the date of accrual of such dispute, shall be resolved in its entirety by individual (not class wide or collective) binding arbitration, except that you or Panera may take claims to small claims court if they qualify for hearing by such a court.

You and Panera agree that any arbitration under this Agreement will take place on an individual basis and that class, mass, consolidated or combined actions or arbitrations or proceedings as a private attorney general are not permitted.

You and Panera agree to waive the right to trial by jury.

This agreement to arbitrate extends to claims that you assert against other parties, including without limit claims against Panera, LLC and its affiliates, related entities, and franchisees.

The Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. This agreement to arbitrate shall survive termination of this Agreement. Notwithstanding anything to the contrary, if any part of this agreement to arbitrate is deemed invalid or inapplicable, the remainder of the agreement to arbitrate shall still be considered valid and enforceable. If any part of this agreement to arbitrate is deemed invalid or inapplicable, you and Issuer both waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages and any right to pursue any claims on a class, mass, consolidated, or combined basis.

9.2 ARBITRATION PROCEDURES

Arbitration shall be conducted by JAMS in accordance with its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. To begin an arbitration proceeding, you must serve Issuer’s registered agent for service of process, Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States, United States.

Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, except that for claims of less than $1,000, you will be obligated to pay $25 and Issuer will pay all other administrative costs and fees. In addition, for claims of less than $1,000, Panera will reimburse you for the $25 fee if the arbitrator rules in your favor. Reasonable attorneys’ fees and expenses will be awarded only to the extent such allocation or award is available under applicable law.

Any arbitration will take place in or near the county where claimant resides and will be determined by a single arbitrator; provided, however, that upon request by either party, the arbitration shall be conducted via telephone to the extent permitted by the JAMS Rules. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief).

Judgment on the award may be entered in any court of competent jurisdiction.