LAST UPDATED AND EFFECTIVE DATE: July 21, 2009.

Welcome to the web site ("Site") of Panera Bread ("Panera Bread", "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 in the United States 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. We also allow PANERA BREAD franchisees to post on this Site certain information identified as posted by a franchisee. 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, whether on this Site, a separate website or otherwise. If you have questions or concerns about the web site of a PANERA BREAD franchisee or any information posted by any franchisee on this Site, 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, 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 or any of its franchisees.

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

This website is made available to provide information about Panera Bread, and Panera Bread bakery-cafes in both the United States and Canada. However, certain of the information made available on this Site applies only to Panera Bread bakery-cafes in the United States and to operations within the United States. For example, information made available on this Site regarding menu items, menu item availability and nutritional information is made available only with respect to Panera Bread menu items in the United States. Information and forms available on the Franchise Information section of this Site is applicable only to prospective franchisees in the United States. Press information available on this Site is only intended for media seeking information about our operations within the United States. For your convenience, we have identified some of these areas with specific references, however not all portions of this Site applicable only to bakery-cafes in the United States have been so identified. If you have any questions about Panera Bread bakery-cafes in Canada or menu items or information applicable to operations within Canada, please visit a Panera Bread bakery-cafe in Canada or contact us at webmaster@panerabread.com.

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, international or other 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/Third Party Provider Websites

Your correspondence or business dealings with, or use or purchase of products or services from, the companies (for example Comdata Stored Value Solutions) that operate our co-branded and/or third party provider 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 and subject to the terms of use and privacy policy provided by such third party. 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 and/or third party provider offer of products or services on this Site or your use or purchase of any such product or service. Panera Bread assumes no responsibility for third-party web sites, including but not limited to any content contained on such websites.

Any content made available by a franchisee through any co-branded or third party provider website is the responsibility of the franchisee. 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.

Product Sales, Availability and Nutritional and Other Information

All products described and/or displayed on this Site are available only within participating locations in the United States. Panera may discontinue or change specifications on products described and/or displayed on this Site from time to time without prior notice. Nutritional and other information provided on this Site applies only to menu items made available in the United States. Nutritional and other information related to menu items available at Panera Bread bakery-cafes in Canada may be obtained at Panera Bread bakery-cafes in Canada or by contacting us at webmaster@panerabread.com.

Scheduling of Events at Panera Bread
bakery-cafes

This Site may allow you to schedule certain events and certain Panera Bread bakery-cafes. Please note that this feature is a test, and only limited number of bakery-cafes in a limited number of markets are participating in this test. By using this feature you warrant that you are submitting accurate information and that your event will be appropriate for a family-friendly environment. Panera does not guaranty that any request for any particular location/date/time will be fulfilled, and all scheduled events are subject to cancellation at Panera’s discretion, including without limitation in the event of an emergency, or if you fail to comply with any of the terms of this Terms of Use statement. If Panera creates any supporting materials for your use in connection with the scheduled event, you are fully responsible for ensuring that you use such materials in compliance with all applicable laws, including without limitation online solicitation laws and the CAN-SPAM Act.

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/OR 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/OR 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, ITS FEATURES AND/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 OR ANY SUCH OTHER PARTY 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/OR ITS CONTENTS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE FEATURES OF OR INFORMATION AVAILABLE ON THIS SITE IN TERMS OF THEIR TIMELINESS, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE ACCURATE AND TIMELY INFORMATION 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 this Site and/or 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 judgment 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 or our marketing or other materials make reference to that party’s site.

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

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 us, at any time by discontinuing your use of the Site, and any information 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 areas within this Site, may be governed by additional terms and conditions ("Additional Terms") presented in conjunction with those areas. You must agree to these Additional Terms before using those 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 statement, this Terms and Conditions statement 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 statement shall constitute a waiver of any of our rights under this Terms and Conditions statement. 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 this Terms and Conditions statement. 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

This Panera Bread Site is operated by Panera Bread. The laws of the State of Missouri, United States, shall govern this Terms and Conditions statement, without reference to its choice of law rules. Panera Bread makes no representation that the information in this Site is appropriate or available for use outside of the United States, and access to the Panera Bread Site from territories where the content of this Panera Bread Site may be illegal is prohibited. If you access this Site from outside the United States, be advised this site may contain references to products and services that are not available or are prohibited in your country. Those who choose to access this Site from outside of the United States 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 United States federal law and the laws of the State of Missouri, United States, 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, United States, where we have our headquarters. You agree to submit to the personal jurisdiction and venue of the courts of the State of Missouri, United States, 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.

© 2009 Panera Bread. All Rights Reserved. PANERA, PANERA BREAD, the Mother Bread logo, VIA PANERA, YOU PICK TWO, PINK RIBBON BAGEL and other marks and logos are the intellectual property of Panera Bread.

Notice of Copyright Infringement Claims

Panera is concerned about protecting the copyright and other intellectual property rights of others. We urge you to adhere to all applicable copyright laws. We may disable or terminate any user and remove or modify any content on our website in our discretion. If you believe you have a copyright infringement claim resulting from material posted on this website, you may notify us by providing the following information to our designated agent, as required by 17 U.S.C. § 512:

  1. A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work, or a representative listing of the copyrighted works, claimed to have been infringed;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to allow us to locate the material;
  4. Information reasonably sufficient to allow us to contact you, including your address, telephone number, and if available, your electronic mail address;
  5. A statement that you have a good-faith belief that the use of the material as described is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in your notification is accurate, and under the penalty of perjury, that you are the owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

Please provide your notification to our designated agent who may be contacted as follows:
Designated Agent: Patrice McInnis, Panera Bread
Address: 6710 Clayton Road, Richmond Heights, MO 63117
Telephone: 314-633-7100
Fax: 314-633-7200
E-mail: patrice.mcinnis@panerabread.com