Last Updated: February 5, 2021
These Terms and Conditions (“Terms”) apply to your access to and use of the websites, mobile applications and other online or digital products and services (collectively, the “Services”) provided by Panda Restaurant Group, Inc., and its affiliates, subsidiaries, and related entities including, but not limited to, Panda Express, Panda Inn, Wasabi, Yakiya, Hibachi San, and any other entities or locations owned or operated by Panda Restaurant Group, Inc. (“Panda” or “we” or “our” or “us”).
PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 15, WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS.
BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, DO NOT USE OUR SERVICES.
You must be at least 13 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
2. User Accounts and Account Security
You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
3. Third-Party Content
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Panda does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
4. User Content
- Our Services may allow you and other users to create, post, store and share content, including messages, text, photos, videos, and other materials (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Panda.
- You grant Panda a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you, including to use them for any commercial or other purpose whatsoever. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others.
- You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.
5. Prohibited Conduct and Content
- You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Use or attempt to use another user’s account without authorization from that user and Panda;
- Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
- Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
- Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
- Develop or use any applications that interact with our Services without our prior written consent;
- Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
- Bypass or ignore instructions contained in our robots.txt file; or
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
- Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
- May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
- Impersonates, or misrepresents your affiliation with, any person or entity;
- Contains any unsolicited promotions, political campaigning, advertising or solicitations;
- Contains any private or personal information of a third party without such third party’s consent;
- Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
- In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Panda or others to any harm or liability of any type.
6. Ownership; Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Panda or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
Unless otherwise indicated, all content and other materials therein, including, without limitation, the Panda logo, our product or service names, our slogans and the look and feel of the Services are trademarks of Panda and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Panda or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in Panda’s sole discretion. You understand that Panda may treat Feedback as nonconfidential.
9. Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Panda’s designated agent as follows:
|Designated Agent:||Attn: Corporate Legal Team |
Panda Restaurant Group, Inc.
|Address:||1683 Walnut Grove Avenue |
Rosemead, CA 91770
|Telephone Number:||(626) 799-9898|
|E-mail Address:||[email protected]|
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Panda for certain costs and damages.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Panda and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Panda Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify Panda Parties of any third-party Claims, cooperate with Panda Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Panda Parties will have control of the defense or settlement, at Panda's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Panda or the other Panda Parties.
Your use of our Services is at your sole risk. Except as otherwise provided in writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Panda does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Panda attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
12. Limitation of Liability
- To the fullest extent permitted by applicable law, Panda and the other Panda Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Panda or the other Panda Parties have been advised of the possibility of such damages.
- The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Panda or the other Panda Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release Panda and the other Panda Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
14. Transfer and Processing Data
In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
15. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Panda and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
- Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Panda and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
- Arbitration of Disputes. Except for small claims disputes in which you or Panda seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Panda seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Panda waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Panda you agree to first contact Panda and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Panda by email at [email protected] or by certified mail addressed to:
- Attn: Corporate Legal Team
Panda Restaurant Group, Inc.
1683 Walnut Grove Avenue
Rosemead, CA 91770
The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Panda cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration. Arbitration proceedings will be held in Los Angeles County, California unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 15, a “consumer” means a person using the Services for personal, family or household purposes. You and Panda agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
- Attn: Corporate Legal Team
- You and Panda agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
- The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Panda, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
- You and Panda agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Panda will pay the remaining JAMS fees and costs. For any arbitration initiated by Panda, Panda will pay all JAMS fees and costs. You and Panda agree that the state or federal courts of the State of California and the United States sitting in Los Angeles Count, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
- Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Panda will not have the right to assert the claim.
- (g) If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.
16. Governing Law and Venue
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in Los Angeles County, California.
17. Modifying and Terminating our Services
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.
18. Updates to these Terms
- We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
- The failure of Panda to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.
By providing your telephone number, you are subscribing to Panda’s Mobile Text Program (“Text”) and provide express written consent to receive text messaging from Panda Restaurant Group, Inc., including its affiliates, subsidiaries, agents and service providers (“Panda” or “we”) for any purpose, including but not limited to marketing various services from Panda.
Additionally, you agree to receive recurring communications from Panda regarding any service, and any information Panda may have obtained via your use of our website(s). You agree that these communications include, but are not limited to, the use of an Automated Telephone Dialing System, prerecorded and/or artificial voice, SMS, MMS, text, “in-app”, Instant Messenger, or other similar means. Note, regardless of whether your phone number is registered on a state or federal “Do Not Call List” you consent to receive recurring communications from Panda.
Panda may contact you with the opportunity to register for special promotions via mobile text messaging and other wireless services. You consent to receive such information from Panda, either by registering on our website or via your mobile device. The information requested as part of the online registration process may include, but is not limited to, a user's telephone number or an email address (only if specifically requested), and your mobile carrier's name. When you opt-in to the service, we will send you a message to confirm your signup. Message and data rates may apply.
Users may revoke their consent to receive messages to their mobile telephone number from Panda. A user may cancel services via his or her wireless device at any time by using the unsubscribe mechanism provided by Panda at the time the message is sent, or by sending a text message that says "STOP". We will cancel all of the user's registered text messaging marketing alerts with Panda. After requesting to opt-out you will receive one additional message confirming that your request has been processed. Opting out of one form of communication does not mean you’ve opted out of other forms as well. For example, if you opt out of receiving text messages, you may still receive marketing email messages if you’ve opted in to receiving them. You can also opt-out of text messaging marketing alerts by 1) calling Panda’s toll-free number: (800) 877-8988; 2) visiting our website at https://www.pandaexpress.com/; or 3) sending us a request via our mailing address at Guest Care, P.O. Box 1159 Rosemead, CA 91770.
PANDA EXPRESS GIFT CARD AGREEMENT
Read terms and conditions that apply to the prepaid account of your card.
Panda Express Gift Card Agreement
Congratulations on your purchase or receipt of a Panda Express Gift Card (the or your "Card"). The following Panda Express Gift Card Agreement describes the terms and conditions that apply to the prepaid account of your Card. By using your Card, you agree to the terms of this agreement between you and Panda Restaurant Group, Inc., a California corporation, and its affiliates (including, among others, Panda Express, Inc.). Please keep a copy of this agreement for your records.
About your account, Panda Express purchases only
The Card is issued to you by Panda Restaurant Group, Inc. It allows you to load a dollar value on to your Card for future purchases at participating Panda Express stores. The dollar value that you load onto your Card is a prepayment only for the goods and services (but cannot be used to purchase other gift cards) of participating Panda Express stores. No credit card, credit line, overdraft protection or deposit account is associated with the Card. Unless otherwise required by law or permitted by this agreement, any amount on your Card is nonrefundable and may not be redeemed for cash. No interest, dividends or any other earnings on funds deposited to your Card will accrue or be paid or credited to you by Panda Express. The value associated with the Card is not insured by the Federal Deposit Insurance Corporation (FDIC), or any other governmental or quasi-governmental agency.
Most Panda Express locations in the United States accept your Card. Certain Panda Express-branded locations may not permit you to use the Card for payment, including some airport, grocery, stadium, casino, theme park, hospital, and university locations, or stores in Puerto Rico and those outside of the United States. We reserve the right not to accept the Card or otherwise limit use of the Card if we reasonably believe that the use is unauthorized, fraudulent or otherwise unlawful.
Loading value on your card
You can load a dollar value on the Card by using a credit card, debit card, or cash by visiting any participating restaurant. You may not load more than $100 worth of value to your Card at any time. The minimum amount that must be loaded onto your Card is $10 at any participating restaurant. The total value of any new Cards that you may purchase may not exceed $500 on any given day. Panda Express may change the maximum and minimum amounts at any time without notice to you.
Fees and expiration of card balances
Panda Express does not charge any fees for the issuance, activation or use of your Card. Your Card has no expiration date.
Receipts and statements
Cardholders are not sent statements of itemized transactions from a Card account. You can check the balance of your Card by calling 1-888-532-7126 or review recent transactions on your Card by calling 1-800-877-8988. You will need to have your Card available in order to access your account. The account balance for a Card also will appear on your receipt from a point-of-sale register. When you use your Card, you will receive a receipt if you request one but will not be asked to sign the receipt. The receipt will indicate that the purchase was made using a Card and will provide the remaining balance of your Card. You should keep your receipts and check your online statement to ensure that your account balance is correct.
Gift cards will be redeemed for cash, upon a customer’s request, when the gift card balance falls below $10.
Billing errors, corrections
We reserve the right to correct the balance of your Card account if we believe that a clerical, billing or accounting error occurred. If you have questions regarding your transaction history or any correction, or if you dispute any transaction or correction that has been assessed against your Card, please call Guest Relations at 1-800-877-8988. We will conduct an investigation and communicate the results and correct any error that we verify as soon as we finish the investigation. If no error was found, we will communicate an explanation. We shall have no liability for any billing error unless you provide us notice within 60 days of the date of the transaction in question. You should monitor your transactions and account balances closely.
Gift cards are valid only if obtained from participating Panda Express restaurants or an authorized third-party distributor. Gift cards may not be resold except as prohibited by law. Gift cards are not valid, will not be honored, and we will not be liable if obtained from unauthorized sellers or resellers, including through Internet auction sites or if we reasonably believe that the use is unauthorized, fraudulent or otherwise unlawful.
Liability for unauthorized transactions
Because your Card is used like cash for purchases from Panda Express, you are responsible for all transactions associated with your Card, including unauthorized transactions. If your Card is lost, stolen or destroyed, the Card cannot be replaced.
Changes to this agreement
We may amend the terms of this agreement at any time, including any rights or obligations you or we may have. If you have registered your Card, we will notify you of any change, addition or deletion by email. In addition, we will post the terms to the modified agreement on our website. As permitted by applicable law, any change, addition or deletion will become effective at the time we post the revised agreement to our website or as otherwise stated in our notice to you. Unless we state otherwise, the change, addition or deletion will apply to your future and existing Cards. You are deemed to accept the changes, additions or deletions if (1) you do not notify us to the contrary in writing within 20 days of the date of our notice or such other time specified in the notice, or (2) you use your Card after such notice period. If you do not accept the changes, additions or deletions, your Card will be cancelled and any amounts remaining on your Card will be refunded to you.
Cancellation of this agreement
We may suspend or terminate this agreement and revoke or limit any or all of the rights and privileges granted to you at any time without notice or liability. Termination may result from your fraudulent or unauthorized use of the Card. If we terminate this agreement without cause, we will refund or issue store credits equal to the balance held in your Card account less any amounts that you may owe us.
Please read this section carefully. It affects rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions. Arbitration is final and binding and subject to only very limited review by a court. This arbitration clause shall survive termination of this agreement.
This provision is intended to be interpreted broadly to encompass all disputes or claims arising out of our relationship. Any dispute or claim made by you against us (or against any of our subsidiary, parent or affiliate companies) arising out of or relating to this Agreement or your use of the Card (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration except that (a) you may take claims to small claims court if they qualify for hearing by such a court, or (b) you or we may choose to pursue claims in court if the claims relate solely to the collection of any debts you owe to us. However, even for those claims that may be taken to court, you and we both waive any claims for punitive damages and any right to pursue claims on a class or representative basis.
You must first present any claim or dispute to us by contacting our Guest Relations department to allow us an opportunity to resolve the dispute. You may request arbitration if your claim or dispute cannot be resolved within 60 days. The arbitration of any dispute or claim shall be conducted in accordance with the American Arbitration Association ("AAA") as modified by this agreement. The AAA Rules and information about arbitration and fees are available upon request from the AAA (call 1-800-778-7879) or online at adr.org. You and we agree that this agreement evidences a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law. Unless you and we agree otherwise, any arbitration will take place in Los Angeles, California, and will be conducted in the English language. An arbitrator may not award relief in excess of or contrary to what this agreement provides, order consolidation or arbitration on a class wide or representative basis, or award punitive damages or any other damages aside from the prevailing party's actual damages, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. In any arbitration applying the AAA Rules applicable to large/complex cases, the Arbitrators must also apply the Federal Rules of Evidence, and the losing party may have the award reviewed in accordance with the review procedures set forth in the AAA Rules. Any arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, than the remainder shall still be given full force and effect.
Costs of arbitration
All administrative fees and expenses of an arbitration will be divided equally between you and us, except that for claims of less than $1,000, you will be obligated to pay $25 and we will pay all other administrative costs and fees. In all arbitrations, each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration.
Waiver of punitive damage claims and class actions
By this Agreement, both you and we are waiving certain rights to litigate disputes in court. If for any reason this arbitration clause is deemed inapplicable or invalid, you and we 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 or consolidated basis or in a representative capacity.
Governing law — California
This Agreement shall be governed by and construed in accordance with the laws of the State of California notwithstanding any conflict of law rules. Your Card is issued by Panda Restaurant Group, Inc., 1683 Walnut Grove Avenue, Rosemead, California 91770.
Disclaimers and limits of liability
Panda Express and its affiliates make no representations, warranties or conditions of any kind, express or implied, with respect to the Card, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, or any warranty arising by usage of trade, course of dealing or course of performance. Panda Express does not represent or warrant that your Cards will always be accessible or accepted. In the event that Panda Express or its affiliates are found liable to you, you shall only be entitled to recover actual and direct damages and such damages shall not exceed the last balance held on your Card. Panda Express and its affiliates shall have no liability for any incidental, indirect or consequential damages (including without limitation loss of profit, revenue or use) arising out of or in any way connected with this Agreement, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, even if we or our authorized representatives have been advised of the possibility of such damages. In no event shall Panda Express or its affiliates have any liability for unauthorized access to, or alteration, theft or destruction of a Card through accident, misuse or fraudulent means or devices by you or any third party, or as a result of any delay or mistake resulting from any circumstances beyond our control.
The laws of certain states or other jurisdiction do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have rights in addition to those contained in this agreement. In such jurisdiction, our liability is limited to the greatest extent permitted by law.
We may assign all or part of this agreement without such assignment being considered a change to the agreement, and without notice to you. We are then released from all liability. The assignee shall have the same rights and obligations as the assignor and shall agree in writing to be bound by the terms and conditions of this agreement.
Entire Agreement, Construction
This agreement is the complete and exclusive statement of agreement between you and Panda Restaurant Group, Inc., and supersedes and merges all prior proposals and all other agreements. In the event that any provision of this agreement shall be determined to be illegal or unenforceable, that provision will be eliminated to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect and enforceable. Headings herein are for convenience of reference only and shall in no way affect interpretation of this agreement.
Inquiries or questions
If you have any questions regarding this agreement or your Card, please refer to the Panda Express Gift Card Agreement or call us at 1-800-877-8988.
CALIFORNIA SUPPLY CHAIN ACT
California Transparency in Supply Chain Act of 2010
Panda's standard agreement for its food sourcing suppliers does not require suppliers to comply with applicable labor laws, although Panda is considering doing this in 2012. Panda, however, conducts annual assessments of its food sourcing suppliers. In addition, Panda expects to expand this assessment to obtain additional information about these vendors' activities related to the California Transparency in Supply Chains Act of 2010, including, where appropriate, preliminary risk assessment and supplier assessment questions, and later steps may take the form of requests for certification and/or audits. Panda primarily utilizes a third party for verification and audit processes. Panda also expects to evaluate whether supplemental training and/or changes in accountability standards and procedures for employees and/or contractors are appropriate.