Welcome to the web site ("Site") of Panera Bread ("Panera Bread", the "Company" "we" or "us"), www.panerabread.com, www.panera.com (collectively, the "Site" or "Web Site"). We have set out below certain terms and conditions for use of this Site. You agree to be bound by these terms if you use our Site. If you do not agree with this Terms and Conditions statement, do not use this Site. Be sure to check this page periodically for updates, as your continued use of the Site signifies your acceptance of any changed items.
Please note that the headings contained in this Terms and Condition statement are inserted for convenience of reference only and shall not in any way define or affect the meaning, construction, or scope of any of the provisions contained in this Terms and Conditions statement.
Our Business Structure
You know us as Panera or Panera Bread. Our operating company is Panera, LLC, which is wholly owned by Panera Bread Company, a Nasdaq listed company (Nasdaq: PNRA). Throughout this statement and this Site we will make reference to Panera Bread or the Company, which shall refer to Panera Bread Company, Panera, LLC and/or one or more of their affiliated companies, as the case may be.
PANERA BREAD bakery-cafes are owned and operated either by the Company or by an independent franchisee. Panera Bread licenses independent franchisees to provide PANERA BREAD products and services to the public. We may allow PANERA BREAD franchisees to operate web sites separately from this Site if they choose to do so. This Terms and Conditions statement applies only to this Site, not to the separate web sites of PANERA BREAD franchisees. Panera Bread assumes no responsibility for the online content or behavior of our franchisees or their compliance with applicable law, including the posting of illegal or unsuitable content or unlawful or inappropriate online conduct. If you have questions or concerns about the web site of a PANERA BREAD franchisee, please contact that franchisee directly. If you need assistance reaching a franchisee, please contact us at webmaster@panerabread.com or by writing to us at the address identified in the For More Information section below.
Our Intellectual Property
PANERA, PANERA BREAD, the Mother Bread logo, VIA PANERA, YOU PICK TWO, CRISPANI, PINK RIBBON BAGEL and other marks and logos are the intellectual property of Panera Bread.
Our Site and all of its contents (including, without limitation, articles, text, photographs, images, illustrations, graphics, video material, audio material, and software — collectively, the "intellectual property"), are protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The intellectual property is owned or controlled by Panera Bread or the party credited as the provider of the intellectual property. Additionally, the Site itself is protected by copyright as a collective work and/or compilation.
Your use of this Site does not create, and nothing contained in this Site shall be construed as creating or conferring to you, by implication, estoppel, or otherwise, a license or any other rights in trademarks, service marks, copyrights or other intellectual property rights or any other rights of Panera Bread or any third party. This Site is provided free of charge and for informational purposes only and does not create a business or professional services relationship between you and Panera Bread.
No portion of this Site may be reproduced, duplicated, copied, sold, or otherwise exploited for any commercial purpose that is not expressly permitted by Panera Bread.
You may browse through the Site and occasionally download small amounts of materials appearing on the Site that are of personal interest to you for personal, non-commercial use. You must keep intact all copyright, trademark and other notices contained in your personal copies. You may not reproduce or allow others to reproduce your personal copies of downloaded materials, nor may you make them available electronically. You may not save or archive a significant portion of the material appearing on the Site. You may not attempt to alter or modify the content posted on the Site. Except as expressly set forth in this paragraph, you may not copy, download, display, distribute, publish, enter into a database, display, perform, modify, create derivative works, transmit, post, decompile, reverse engineer, disassemble or in any way exploit any of our intellectual property or the Site itself.
Proper Use of Our Site
You may not use this Site for any purpose that is unlawful or prohibited by this Terms and Conditions statement, or cause damage on or through this Site. You promise that none of your communications with or through the Site will violate any applicable local, state, national or international law. You further promise that none of your communications with or through the Site will infringe upon the rights of any third party or contain defamatory, libelous, abusive or obscene material. You agree not to affect/interrupt or to attempt to affect/interrupt the operation of this Site in any manner.
You agree to defend, indemnify and hold Panera Bread, its affiliates, officers, directors, employees, franchisees, agents, licensors, business associates, and suppliers harmless from and against any actual or threatened claims, actions or demands, causes of action, damages, losses, expenses, liabilities and settlements including, without limitation, reasonable legal and accounting fees and costs of suit, resulting from, or alleged to result from, or arising out of or in connection with, your use of the Site, including without limitation your use of the Site in a manner that violates or is alleged to violate this Terms and Conditions statement or any applicable law.
Co-Branded Areas of This Site
Your correspondence or business dealings with, or purchase of products or services from, the companies (such as Comdata Stored Value Solutions, Inc.) that operate our co-branded web sites linked to this Site or web pages found on this Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such company. You agree that Panera Bread shall not be responsible or liable for any loss or damage of any sort incurred as a result of such dealings or as a result of the presence of a co-branded offer on this Site.
Disclaimer of Warranty and Limitation of Liability
Panera Bread does not guarantee the accuracy of information found on the Site. Your reliance on information found on the Site is at your own risk.
THE SITE, AND ALL ITS CONTENTS, IS PROVIDED TO YOU "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. PANERA BREAD AND ITS FRANCHISEES, AFFILIATES, LICENSORS, SUPPLIERS AND ANY OTHERS INVOLVED IN CREATING THE SITE AND ITS CONTENTS MAKE NO REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES, DATA ACCURACY, SYSTEMS INTEGRATION, OR QUIET ENJOYMENT.
UNDER NO CIRCUMSTANCES WILL PANERA BREAD, ITS FRANCHISEES, AFFILIATES, LICENSORS, SUPPLIERS OR ANY OTHERS INVOLVED IN CREATING THE SITE AND ITS CONTENTS BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES RESULTING FROM ANY CIRCUMSTANCE INVOLVING THE SITE OR ITS CONTENT (INCLUDING BUT NOT LIMITED TO DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, UNAUTHORIZED USE OF THIS SITE, LOST DATA, DELAY IN OPERATION OR TRANSMISSION, BREACH OF SECURITY, LINE FAILURE, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THIS SITE, OR COMPUTER VIRUS, WORM, TROJAN HORSE OR OTHER HARMFUL COMPONENT), EVEN PANERA BREAD HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGE.
PANERA BREAD, ITS FRANCHISEES, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND ANY OTHERS INVOLVED IN CREATING THE SITE AND ITS CONTENTS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR TIMELINESS, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE ACCURATE AND TIMELY INFORMATION ABOUT PANERA BREAD ON THIS SITE, YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED IS ALWAYS UP TO DATE OR THAT THIS SITE CONTAINS ALL THE RELEVANT INFORMATION AVAILABLE ABOUT OUR COMPANY. PANERA BREAD UNDERTAKES NO OBLIGATION TO VERIFY OR MAINTAIN THE CORRECTNESS, ACCURACY, RELIABILITY OR CURRENCY OF SUCH INFORMATION. IN PARTICULAR, IF YOU ARE MAKING AN INVESTMENT DECISION, PLEASE CONSULT A NUMBER OF DIFFERENT SOURCES, INCLUDING RELEVANT FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
Applicable law may not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations or exclusions may not apply to you. However, in no event shall the aggregate liability of Panera Bread or any franchisee, licensor, supplier or any other party involved in creating the site and its contents, to you or any third party for damages, losses, and causes of action exceed the amount paid by you, if any, for accessing this Site or $100, whichever is less. You agree to bring any and all actions within one year from the date of the accrual of the cause of action, and that actions brought after this date will be barred.
Links to Other Sites
Our Site may provide links to web sites not operated by Panera Bread. Access to any other sites linked to this Site is at your own risk. Such links do not imply, nor should you infer, Panera Bread's association, sponsorship, affiliation or endorsement of material on any other site, and Panera Bread assumes no responsibility for third-party web sites, including but not limited to any content contained on such websites. For example, Panera Bread does not vouch for, or make any judgement or warranty with respect to, the accuracy, reliability or availability of the information or the goods or services offered on third-party web sites, even if someone from our Company is quoted or leaves a comment.
Although Panera Bread may open a new browser window when you click on a link to a third party's site, we do not guarantee that you will receive this alert when you leave our Site. It is your responsibility to determine when you have left this Site.
Unless otherwise set forth in a written agreement between you and Panera Bread, you may link your web site to the home page of our Site, provided that you adhere to the following linking policy: (i) any link to Panera Bread's Site must be a text only link and clearly marked "Panera Bread Site," (ii) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Panera Bread's names and trademarks, (iii) the link must "point" to the URL www.panerabread.com or www.panera.com and not to other pages within the Panera Bread Site, (iv) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Panera Bread, (v) when selected by a user, the link must display the Panera Bread Site on full-screen and not within a "frame" on the linking Site, and (vi) Panera Bread reserves the right to revoke its consent to the link at any time and in its sole discretion.
Forward-Looking Statements
Matters discussed on this Site relating to future events or our future performance, including any discussion, express or implied, of our anticipated growth, operating results, future earnings per share, plans and objectives, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are often identified by the words "believe", "positioned", "estimate", "project", "target", "continue", "intend", "expect", "future", "anticipates", and similar expressions that are not statements of historical fact. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Our actual results and timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under the "Risk Factors" section in our most recent Form 10-K, as updated by Form 10-Q(s) thereafter, and in our other public filings with the Securities and Exchange Commission. It is routine for internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that all forward-looking statements and the internal projections and beliefs upon which we base our expectations included on this Site are made only as of the date made and may change. While we may elect to update forward-looking statements at some point in the future, we do not undertake any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
E-mail submissions over the Internet may not be secure. Please consider this fact before e-mailing any personal or confidential information.
Feedback and Submissions
Except as described in this Site's Privacy Policy, any material, information or ideas you submit to this Site will be deemed a grant of a royalty free, exclusive, sublicensable (through multiple tiers) right and license to use, reproduce, cache, modify, display, publicly perform, transmit, adapt, publish, translate, create derivative works from and distribute these materials throughout the universe in any medium and through any methods of distribution, transmission and display whether now known or hereafter devised. In addition, you warrant that all publicity rights and so-called "moral rights" have been waived. If any court determines that Panera Bread does not retain exclusive ownership of any such material, information, or ideas, then Panera Bread retains a non-exclusive license to use them.
Employment Opportunities
Panera Bread is committed to the principles of equal employment opportunity. Applicants are considered for all positions without regard to race, sex, color, religion, national origin, age, disability (so long as such disability can be reasonably accommodated) or any other status protected by applicable law. Panera Bread encourages all qualified applicants to apply. Panera Bread does not assume responsibility for the hiring practices of Panera Bread's franchisees.
Additional Terms
Panera Bread may terminate your access to this Site immediately without notice if, in Panera Bread's sole discretion, you fail to comply with any of the terms of this Terms and Conditions statement. You may terminate this agreement, immediately without notice to use, at any time by discontinuing your use of the Site, and any materials you have obtained from the Site. The paragraphs entitled Our Intellectual Property, Disclaimer of Warranty and Limitation of Liability, Feedback and Submissions, Additional Terms, and Governing Law and Jurisdiction shall survive termination of this Terms and Conditions statement for any reason.
Panera Bread reserves the right to seek all remedies available at law and in equity for violations of this Terms and Conditions statement, including suspending or blocking your access to the Site. Please see our Privacy Policy for our policies regarding privacy, which is incorporated herein by reference.
Certain products or services offered by this Site, and certain areas within this Site, may be governed by additional terms of use and/or other agreements ("Additional Terms") presented in conjunction with those products, services or areas. You must agree to these Additional Terms before using those products, services or areas. The Additional Terms and this Terms and Conditions statement both apply. In the event of an irreconcilable inconsistency between the Additional Terms and this Terms and Conditions, the Additional Terms control.
Privacy and Children's Information
Please see our Privacy Policy for more information about the steps we take to protect your privacy. With respect to children's privacy, we do not knowingly collect any personally identifiable information from children under the age of thirteen years. This Site is directed to adults at least eighteen years old, and when a user discloses personal information on this Site, the user is representing to us that he or she is an adult.
No Waiver
No delay or failure by Panera Bread to enforce any of these Terms and Conditions shall constitute a waiver of any of our rights under these Terms and Conditions. Neither the receipt of any funds by Panera Bread nor the reliance of any person on our actions shall be deemed to constitute a waiver of any part of these Terms and Conditions. Only a specific, written waiver signed by an authorized representative of Panera Bread shall have any legal effect.
Severability
If any clause or provision set forth in this Terms and Conditions statement is determined to be illegal, invalid or unenforceable under present or future law, the clause or provision shall be deemed to be deleted without affecting the enforceability of all remaining clauses or provisions.
Governing Law and Jurisdiction
The Panera Bread Site is operated by Panera Bread. The laws of the State of Missouri shall govern this Terms and Conditions statement, without reference to its choice of law rules. Panera Bread makes no representation that the information in the Site is appropriate or available for use in other locations, and access to the Panera Bread Site from territories where the content of the Panera Bread Site may be illegal is prohibited. Those who choose to access the Panera Bread Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. This Terms and Conditions statement and all policies and documents incorporated herein by reference constitute the entire agreement between Panera Bread and you with respect to the subject matter herein.
This Terms and Conditions statement and any disputes arising under or related to this Terms and Conditions statement and/or the Privacy Policy or to this Site will be governed by U.S. federal law and the laws of the State of Missouri, without reference to its conflict of law principles. Any such dispute shall be resolved exclusively in the state or federal courts in St. Louis County, Missouri, where we have our headquarters. You agree to submit to the personal jurisdiction and venue of the courts of the State of Missouri for any legal proceeding involving the Site, regardless of who initiated the proceeding.
This English-language Terms and Conditions statement is Panera Bread's official agreement with users of this Site. In case of any inconsistency between this English-language Terms and Conditions statement and its translation into another language, this English-language document shall control.
For More Information
If you have any questions regarding our Terms and Conditions statement, please contact us by sending an email to webmaster@panerabread.com or writing to us at Panera Bread, 6710 Clayton Road, Richmond Heights, Missouri 63117.
© 2007 Panera Bread. All Rights Reserved. PANERA, PANERA BREAD, the Mother Bread logo, VIA PANERA, YOU PICK TWO, CRISPANI, PINK RIBBON BAGEL and other marks and logos are the intellectual property of Panera Bread.
LAST UPDATED AND EFFECTIVE DATE: January 2, 2007.