User AgreementThis is a legal agreement (“Agreement”) between you and the owner/operator (“Operator”) of this Panera Bread©, or Saint Louis Bread Co.© bakery cafe or Panera Cares or Saint Louis Bread Co. Community Cafe (“bakery-cafe”) governing your access to and use of this WIFI Service (this or the “Service”). Only current guests of this bakery-cafe may use the Service.
BY CLICKING YOUR ACCEPTANCE, OR BY ACCESSING OR USING THIS SERVICE, YOU REPRESENT THAT YOU ARE CURRENTLY A GUEST OF THIS BAKERY-CAFE AND ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND AGREE TO BE LEGALLY BOUND BY THEM. If you are not a current guest of this bakery-cafe and/or you do not agree to or understand this Agreement, then you may not use or access this Service.
By using this Service you warrant and promise, that either (i) you have legal capacity to enter into this Agreement (i.e., that you are of sufficient age and mental capacity, or are otherwise entitled to be legally bound in contract), or (ii) that your parent(s) or legal guardian(s) have consented to your use of this Service and accept this Agreement on your behalf.
In consideration of your use and access to this Service and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), you agree that this Agreement is for the joint and several benefit of each Operator and Panera, LLC, Panera Bread ULC, Panera Bread Foundation, Inc. and all of their affiliates, franchisees and any of their respective service providers (hereinafter collectively “Panera”) and Panera and each Operator as the case may be shall have the right to enforce the terms of this Agreement. “Third Party Provider” means the third party provider of Operator providing the Service.
1. CONSENT TO MONITORING. PANERA AND THE THIRD PARTY PROVIDER RESERVE THE RIGHT TO, AND YOU ACKNOWLEDGE AND CONSENT, THAT PANERA AND/OR THE THIRD PARTY PROVIDER MAY (BUT ARE NOT REQUIRED TO) MONITOR YOUR COMMUNICATIONS AND ACTIVITIES VIA THIS SERVICE (INCLUDING THEIR CONTENT) DURING TRANSMISSION, AND IN CONNECTION WITH THE USE OF THIS SERVICE, INCLUDING WITHOUT LIMITATION INFORMATION ABOUT DEVICES THROUGH WHICH YOU ACCESS THE SERVICE. PANERA AND THE THIRD PARTY PROVIDER MAY USE AND DISCLOSE ANY SUCH INFORMATION FOR PURPOSES OF ADMINISTERING THE SERVICE AND PROVIDE SERVICE FUNCTIONALITY, ANALYZING USAGE, ENSURING YOUR COMPLIANCE WITH THIS AGREEMENT, APPLICABLE LAW, IN COOPERATION WITH LEGAL AUTHORITIES, AND AS OTHERWISE REQUIRED TO PROTECT PANERA’S AND THE THIRD PARTY PROVIDER’S RIGHTS, PROPERTY AND INTERESTS.
2. PREMIUM SERVICE. If you use or sign up for the MyPanera© Premium WiFi Service, additional information including, but not limited to registration information, device Media Access Control identification information, usage information, usage times and volume, and device location information (only when connected to MyPanera Premium WiFi Service) will be collected. In addition to use as described in paragraph 1 above, this information may be used to help Panera better understand and serve our customers, including without limitation, analyze wifi service usage, to coordinate Service activities and communications with other Panera marketing programs. This information may be associated with your MyPanera account information. Please also see the MyPanera Program Terms regarding how that information will be used.
3. USE OF THIS SERVICE. You agree that you are fully responsible for your activities while using this Service (including for any content, information and other materials you access or transmit via this Service), and that you shall bear all risks regarding use of this Service. You agree not to use this Service to engage in any Prohibited Conduct. Broadly stated, “Prohibited Conduct” is any conduct that is unlawful, infringing (such as downloading copyright protected material, video, audio or otherwise without the owner’s permission), tortious (conduct that is intentionally harmful to an individual or entity or conduct that negligently or knowingly puts an individual or entity at risk), or any other online conduct that a reasonable individual would or should know would violate another party’s intellectual property rights, privacy rights or other rights; or conduct that otherwise interferes with the operation of, use of, or enjoyment of, any service, system or other property.
By way of illustration and not limitation, Prohibited Conduct includes using this Service to: (i) intercept, divert or otherwise interfere with any communication, (ii) violate the security or integrity of, or gain unauthorized access to, this Service or any other service, system or communication; (ii) impose an unreasonable or disproportionately large load on any systems or infrastructure; (iii) send “spam”, chain letters, or other unsolicited communications to any party; (iv) create a “mail drop” for such communications, or engage or permit e-mail relay services (e.g., “open mail relay”); (v) “spoof” or otherwise impersonate any other party, falsely stating or otherwise misrepresenting your identity or affiliation in any way, or forge, delete or alter any part of TCP/IP packet header or sender identification information in any communication; (vi) commit fraud; (vii) harass, or threaten any party, advocate or otherwise encourage violence against any government, organization, group, individual or property, or provide instruction, information, or assistance in causing or carrying out such violence; (viii) disseminate viruses, Trojan horses, or other code or programming intended to damage, interfere with, intercept or expropriate any system, data or personal information; (ix) send or receive any material that could be considered harmful, obscene, pornographic, indecent, lewd, violent, abusive, profane, insulting, threatening, tortious, harassing, hateful or otherwise objectionable; (x) send or receive any material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of religion, race, ethnicity, sexual orientation, gender, age, or disability; (xi) send or receive material containing defamatory, false, or libelous material; (xii) send, receive, download or print any material, audio, video or otherwise, that infringes or violates any intellectual property rights, or other right, of any entity or person, including, without limitation, copyrights, patents and/or trademarks, laws governing trade secrets, rights to privacy, or publicity; (xiii) send or receive any material that you do not have a right to make available under law, contractually (for example, it was not paid for) or under fiduciary relationships; (xiv) engage in conduct that would expose Panera or its service providers to civil or criminal liability; or (xv) assist others in engaging in Prohibited Conduct. This list of Prohibited Conduct is meant to serve as examples of prohibited conduct and is not intended to be and should not be construed to be exhaustive. Panera requires and expects that you will be a good Internet citizen and use good judgment when using this Service.
4. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Panera, the Third Party Provider and their respective affiliates, officers, directors, shareholders and employees, from and against any and all claims, actions, demands, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising out of or resulting from your breach of any provision of this Agreement or any warranty or promise you provide herein, or otherwise arising in any way out of your use of the Service, including, but not limited to, using the Service for Prohibited Conduct. Panera reserves the right to take exclusive control and defense of any such claim otherwise subject to indemnification by you, in which event you will cooperate fully with Panera and/or the Third Party Provider in asserting any available defenses.
5. CONSEQUENCES OF UNAUTHORIZED USE. Without limiting any other available right or remedy, Panera and the Third Party Provider reserve the right to, and you agree that Panera and/or the Third Party Provider shall have the right to: (i) take such actions as it deems, in its sole discretion, to be appropriate to protect against violations of this Agreement or abuse of the Service and to otherwise protect its interests (e.g., removing, destroying or otherwise making unavailable offending material, temporary or permanent filtering, blocking access, and suspending or terminating service), and (ii) investigate and involve and cooperate with appropriate authorities regarding any actual or suspected illegal or unauthorized activities involving this Service. You agree that you will be liable to Panera and the Third Party Provider for any damages incurred or amounts that are required to be paid by Panera and/or the Third Party Provider that arise out of, or are related to, your violation of this Agreement, including, without limitation, damages paid to third parties, cost of repairs or replacements, and reasonable attorneys’ fees and costs of enforcement.
6. YOU ARE RESPONSIBLE FOR YOUR SECURITY AND PRIVACY. Although privacy and security are important to Panera and the Third Party Provider, you understand and agree that you shall have no expectation of privacy or security in your use of this Service. There are privacy and security risks associated with wireless communications and the Internet in general and you acknowledge that Panera and the Third Party Provider make no assurances that your communications, or activities while using the Services, will be (or will remain) private or secure, and you further agree that Panera and the Third Party Provider assume no responsibility in that regard. You agree that you, and not Panera or the Third Party Provider, are solely responsible for your own privacy and security in using this Service, and for implementing any protections you deem to be appropriate to protect and secure your privacy, and your activities, hardware, software and systems.
7. DISCLAIMER OF WARRANTY. YOU ACKNOWLEDGE AND AGREE THAT THIS SERVICE IS PROVIDED SOLELY AS A CONVENIENCE TO GUESTS OF THIS BAKERY-CAFE, “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”. YOU FURTHER ACKNOWLEDGE AND AGREE THAT PANERA AND THE THIRD PARTY PROVIDER DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR BY LAW, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF: (i) MERCHANTABILITY, (ii)FITNESS FOR A PARTICULAR PURPOSE, (iii) NON-INFRINGEMENT, (iv) WORKMANLIKE EFFORT, (v)QUALITY, (vi)ACCURACY, (vii)TIMELINESS, (viii) COMPLETENESS, (ix)TITLE, (x)QUIET ENJOYMENT, (xi) NO ENCUMBRANCES, (xii) NO LIENS, (xiii) SYSTEM INTEGRATION OR (xiv) THAT ACCESS TO OR USE OF THIS SERVICE OR ANY PART THEREOF WILL BE UNINTERRUPTED, ERROR OR DEFECT FREE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR SECURE, OR THAT PROBLEMS WILL BE CORRECTED, EVEN IF PANERA IS ON NOTICE OF SUCH PROBLEMS. YOU FURTHER AGREE AND UNDERSTAND THAT THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT; NO ADVICE OR INFORMATION GIVEN BY PANERA, THE THIRD PARTY PROVIDER OR THEIR RESPECTIVE EMPLOYEES OR AGENTS, SHALL CREATE ANY WARRANTY, GUARANTY, PROMISE, OR OTHERWISE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES, YOU AGREE THAT THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE EXTENT ALLOWED BY APPLICABLE LAW.
The Internet contains a variety of materials and information that may be offensive to you. You agree that you assume full responsibility and risk of use of the Services and the Internet, and that you are solely responsible for evaluating the suitability, appropriateness or legality of any informational content or other materials you may encounter online. Panera or the Third Party Provider may, but need not, provide screening of certain materials. Software products that enable screening of particular materials and information are commercially available and widely advertised in public media, including on the Internet.
8. LIMITATION OF PANERA’S AND THE THIRD PARTY PROVIDER’S LIABILITY. (a) YOU ACKNOWLEDGE AND AGREE THAT THIS SERVICE IS PROVIDED AS A GUEST PRIVILEGE, SOLELY FOR CONVENIENCE, AND USE OF THE SERVICE DOES NOT IMPOSE LIABILITY OF ANY KIND (OR IN ANY AMOUNT) ON PANERA OR THE THIRD PARTY PROVIDER, INCLUDING WITHOUT LIMITATION, LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA, OR OTHER SIMILAR DAMAGES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THIS SERVICE EVEN IF PANERA OR ITS THIRD PARTY PROVIDER IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. (b) YOU FURTHER AGREE THAT IF FOR ANY REASON ANY OF THE FOREGOING LIMITATIONS OF LIABILITY IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED TO BE UNENFORCEABLE, THEN THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY OF PANERA AND ITS THIRD PARTY PROVIDER, ARISING OUT OF, OR RELATED TO, THIS AGREEMENT AND THE USE OF THE SERVICE SHALL NOT EXCEED THE LESSER OF (I) YOUR DIRECT DAMAGES (IF ANY), OR (II) FIFTY DOLLARS ($50.00). (c) YOU AGREE THAT THE LIMITATIONS IN THIS SECTION SHALL BE DEEMED TO APPLY TO ALL CAUSES OF ACTION AND ALL LEGAL THEORIES, WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM: (i) BREACH OF CONTRACT, BREACH OF WARRANTY, GROSS NEGLIGENCE, NEGLIGENCE OR OTHER TORTIOUS CONDUCT, OR (ii) ANY OTHER CAUSE OF ACTION, HOWEVER STATED.
9. TERMINATION OF SERVICE; UPDATES TO THIS AGREEMENT. You agree that Panera or the Third Party Provider may, at any time and for whatever reason change, terminate, limit or suspend the Service (in whole or in part) or your access to the Service. Upon any termination, your rights to use the Service will immediately cease. Panera also reserves the right to update or revise this Agreement at any time without prior notice, and you agree that Panera may do so, and agree that you will read, review and acknowledge this Agreement prior to each and every use of the Service. Notwithstanding the foregoing sentence, your continued use of the Service following an update to this Agreement signifies your acceptance of its revised terms.
10. NOTICE FOR CLAIMS OF INTELLECTUAL PROPERTY VIOLATIONS AND AGENT FOR NOTICE. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Panera’s Copyright Agent with the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. your address, telephone number, and email address;
4. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
5. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Send to:
Panera Bread
3630 S. Geyer Road,
Saint Louis, MO 63127
Attn: Patrice McInnis, Intellectual Property Agent
Telephone: 314-984-1000
Fax: 314-984-4189
E-mail: patrice.mcinnis@panerabread.com
11. MISCELLANEOUS. You agree that: this Agreement and your use of the Service shall be governed by (i) the laws of the State of Missouri, without regard to conflicts of laws principles (if you obtain this Service within the United States), or (ii) the laws of Ontario, Canada, without regard to conflict of laws principles (if you obtain this Service within Ontario, Canada), and Panera and/or its Third Party Provider, shall have at all times the right to seek any injunctive or equitable relief available to it under applicable laws. You agree that the exclusive jurisdiction for all controversies or claims shall be (i) the federal and state courts in the State of Missouri in St. Louis County (if you obtain this Service within the United States) or (ii) the courts in Ontario, Canada (if you obtain this Service within Ontario, Canada), and you agree that such courts will have personal jurisdiction over you in such matters through your use of the Service. You agree that this Agreement is solely between you and Operator. You agree that any controversy or claim brought or asserted by you or on your behalf that arises out of or relates to this Agreement or the Service shall be solely against Operator, and not any other party. Further, you agree that any action you bring that arises from, or relates to, the Service must be initiated within one year from the relevant date of your access to the Service, and that no cause of action may be brought after that time. You agree that if any provision(s) of this Agreement is determined to be invalid or unenforceable under applicable law, then such provision(s) will be ineffective to the extent of such determination, and such invalidation of such part or portion of this Agreement shall not invalidate the remaining portions of this Agreement and/or the spirit of this Agreement and the remainder of this Agreement will continue and shall remain in full force and legal effect. You agree that this Agreement constitutes the entire agreement between you and Operator regarding its subject matter, and it supersedes any prior or contemporaneous agreements between you and Operator regarding its subject matter. You agree that any notices other than Notices of Copyright Infringement claims as described above given by you to Panera must be given by e-mail (addressed to contactus@panerabread.com (topic WiFi)), or by postal mail to Panera Bread, c/o 3630 S. Geyer Road, St. Louis, Missouri 63127, Attention: Information Technology Department.
You expressly consent to the rendering of this Agreement in English. Vous consentez expressément au rendu de cet accord en anglais.
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