PANDA RESTAURANT GROUP, INC. TERMS AND CONDITIONS FOR SERVICES

Last Updated: December 15, 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 ARBITRATION PROVISION IN SECTION 15, WHICH REQUIRES THAT MOST 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.

If you have any questions about these Terms or our Services, please contact us at [email protected] For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

1. Eligiblity

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. User Content

  1. 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.
  2. 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.
  3. 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.

4. Prohibited Conduct and Content

  1. 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;
    • Sell, resell or commercially use our Services;
    • 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.
  2. You may also post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any User Content that:
    • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
    • Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
    • 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.
  3. Enforcement of this Section 4 is solely at Panda’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 4 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

5. 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.

6. Trademarks

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.

7. Feedback

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.

8. 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.

9. 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.

10. Indemnification

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.

11. Disclaimers

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

  1. 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.
  2. 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.

13. Release

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 THIS SECTION CAREFULLY - IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND PANDA CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND PANDA TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. THIS MEANS THAT YOU WILL NOT BE ABLE TO BRING A CLASS, COLLECTIVE, OR REPRESENTATIVE LAWSUIT IN A COURT OF LAW BEFORE A JUDGE OR JURY CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THE ARBITRATION AGREEMENT AND ARE INSTEAD AGREEING TO SUBMIT ANY SUCH DISPUTE SOLELY ON YOUR OWN BEHALF TO AN IMPARTIAL ARBITRATOR.

  1. 15.1 Agreement to Arbitrate
    You and Panda mutually agree to forego the delay and expense of using a court of law and choose instead to benefit from the speedy, economical, and impartial dispute resolution procedure of using binding arbitration for any “Covered Claims” (as defined below) that arise between you and Panda, its related and affiliated companies, and/or any current or former employee, officer, or director of Panda or any related or affiliated company. You and Panda agree that this Arbitration and Class Action Waiver is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and will survive even after these Terms terminate. Any revision to or termination of these Terms that modify or terminate this Arbitration and Class Action Waiver shall not apply to a pending arbitration, to any claim that accrued prior to the modification or termination, or to any claim that the asserting party knew about prior to the modification or termination, except as may be required by applicable law.

  2. 15.2 Claims Subject to Arbitration
    Other than the exceptions in the “Excluded Claims” Section below, the “Covered Claims” include any and all controversies, disputes, disagreements, and claims arising out of, or relating to, these Terms (including its enforcement, breach, performance, interpretation, validity, or termination), or your access to and/or use of the Services, or the provision of content, services, and/or technology on or through the Site to the fullest extent allowed by law.

  3. 15.3 Excluded Claims, Jurisdiction, and Venue
     
    1. 15.3.1 The Covered Claims do not include (and thus shall not require arbitration of) the following types of claims that will hereafter be referred to as “Excluded Claims”: (a) any claims that cannot be required to be arbitrated as a matter of law (including but not limited to claims by California residents under the California Private Attorney General Act of 2004 (“PAGA”), to the extent exclusion from arbitration is required by California law, and claims or charges that must be filed with a governmental administrative agency); (b) applications for provisional remedies, preliminary injunctions, and temporary restraining orders, including but not limited to those relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and (c) small claims actions demanding $10,000 or less brought on an individual basis and within a small claims court’s jurisdiction.

    2. 15.3.2 Any Excluded Claims arising out of, or related to, these Terms shall be instituted exclusively in the in the state and federal courts located in Los Angeles County, California, which shall be the exclusive forum for such claims. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

    3. 15.3.3 In the event you or Panda choose to pursue arbitration of both Covered Claims and Excluded Claims and the other party objects, the Covered Claims must be arbitrated. In no event will Covered Claims be joined with Excluded Claims and litigated in court unless both parties agree to waive arbitration.



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  4. 15.4 Class Action Waiver
    Except as otherwise required under applicable law, you and Panda agree to arbitrate any Covered Claims only on an individual basis and hereby waive any right to bring, participate in, or receive money or any other relief from any representative, class, or collective proceeding (“Class Action Waiver”). No party may bring a claim on behalf of other individuals, and no arbitrator hearing any claim under these Terms may: (a) without the consent of all parties, combine more than one individual’s claim or claims into a single case; (b) order, require, participate in, or facilitate production of class-wide contact information or notification of others of potential claims; or (c) arbitrate any form of a class, collective, or representative proceeding.

  5. 15.5 Arbitrability Determinations
    If a party violates the agreement to arbitrate by commencing an action asserting a Covered Claim in a court of law, then the court (and not an arbitrator) shall have the authority to resolve any disputes about the interpretation, formation, existence, enforceability, validity, and scope of the this Arbitration and Class Action Waiver. If a party complies with the agreement to arbitrate and files for arbitration without filing a complaint in a court of law, then the arbitrator shall have the authority to resolve any disputes about the interpretation of this Arbitration and Class Action Waiver for purposes of discovery or the merits of the underlying claim, but shall have no authority to resolve any disputes about the formation, existence, enforceability, or validity of this Arbitration and Class Action Waiver, including the Class Action Waiver.

  6. 15.6 Arbitration Rules, Procedures, and Costs
    To initiate arbitration, the party desiring to pursue a legal dispute must prepare a written demand setting forth the claim(s) and deliver the written demand within the applicable statute of limitations period by hand or first class mail to: Attn: Corporate Legal Department at 1683 Walnut Grove Avenue, Rosemead, CA 91770. You and Panda agree that the arbitration shall be administered by the American Arbitration Association (“AAA”) before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by AAA. Except to the extent that they are modified by the rules below, if You are an individual person, the AAA Consumer Arbitration Rules that are in effect at the time of the filing of the demand will apply.

     
    1. 15.6.1 The parties agree that the applicable AAA rules are modified as follows:
       
      1. 15.6.1.1 Any arbitrator must be neutral as to all parties. Standards for the recusal of an arbitrator shall be the same standards under which trial judges are recused under California law.

      2. 15.6.1.2 No party is entitled to its attorneys’ fees, except as may be awarded in a matter authorized by and consistent with applicable law.

      3. 15.6.1.3 All discovery shall be subject to any and all objections available under FRCP 26(b). Each party shall avoid broad or widespread collection, search, and production of documents, including electronically stored information (“ESI”). If a compelling need is demonstrated by the requesting party, the production shall: (i) be narrowly tailored in scope; (ii) only come from sources that are reasonably accessible without undue burden or cost; and (iii) be produced in a searchable format, if possible without undue burden or cost, and which is usable by the receiving party and convenient and economical for the producing party. Where the costs and burdens of the requested discovery outweigh its likely benefit, considering the needs of the case, the amount in controversy, and the importance of the discovery in resolving the issues, the arbitrator shall deny such requests or order production on condition that the requesting party advance to the producing party the reasonable costs involved in making the production, subject to the allocation of costs in the final award.

      4. 15.6.1.4 The arbitrator shall have the authority to award the same damages and other relief that would have been available in court pursuant to the law governing the Covered Claim(s).

      5. 15.6.1.5 Either party shall have the right to file motions to dismiss and motions for summary judgment/adjudication.

      6. 15.6.1.6 The arbitrator shall have the authority to issue an award or partial award without conducting a hearing on the grounds that there is no claim on which relief can be granted or that there is no genuine issue of material fact to resolve at a hearing.

      7. 15.6.1.7 The Federal Rules of Evidence shall apply to all arbitration proceedings.

      8. 15.6.1.8 For discovery purposes only, an arbitrator may consolidate claims filed by multiple individuals, each on their own behalf, in a single arbitration proceeding, or may conduct a joint hearing for efficiency purposes, so long as the arbitrator does not (a) certify (conditionally or otherwise) a collective, class, or representative action that includes individuals who have not themselves already submitted their own individual claims, or (b) authorize the issuance of notice of the arbitration to individuals on the grounds that the arbitrator or any party believes there are other individuals who are similarly situated to or share commonality with a party to the arbitration.

      9. 15.6.1.9 The arbitrator must issue a decision in writing, setting forth in summary form the reasons for the arbitrator’s determination and the legal basis therefor.

      10. 15.6.1.10 The arbitrator’s authority shall be limited to deciding the case submitted by the parties to the arbitration. Therefore, no decision by any arbitrator shall serve as precedent in other arbitrations except to preclude the same claim from being re-arbitrated between the same parties.

      11. 15.6.1.11 The parties may settle any dispute on a mutual basis without involvement of the arbitrator.

      12. 15.6.1.12 If You initiate arbitration, You will pay the first $250, and Panda will pay all other filing, administrative, or hearing fees. If Panda initiates arbitration, Panda will pay all filing, administrative, and hearing fees. Regardless of which party initiates arbitration, You will remain responsible for Your attorneys’ fees and costs unless the law governing the Covered Claim provides for an award of attorneys’ fees and costs and the arbitrator determines as part of the arbitration award that You may recover a certain amount of attorneys’ fees and costs.



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  7. 15.7 If any term or condition in this Arbitration and Class Action Waiver is determined to be unenforceable or in conflict with a mandatory provision of applicable law, it shall be construed to incorporate any mandatory provision, or the unenforceable or conflicting term or condition shall be automatically severed and the remainder of this Arbitration and Class Action Waiver shall not be affected. Provided, however, that if the Class Action Waiver is found to be unenforceable, then any claim brought on a class, collective, or representative action basis shall be adjudicated exclusively in the state and federal courts located in Los Angeles County, California, which shall be the exclusive forum for such claims. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

  8. 15.8 Severability. If any portion of the above arbitration provision, other than the Class Action Waiver, is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force. If a determination is made that the Class Action Waiver is unenforceable, only this sentence of the Arbitration Agreement will remain in force and the remaining provisions shall be null and void, provided that the determination concerning the Class Action Waiver shall be subject to appeal.



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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

  1. 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.

19. Severability

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.

20. Miscellaneous

  1. 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.

Panda Restaurant Group, Inc. Mobile Text Program Terms and Conditions

By providing your telephone number, you are subscribing to Panda’s Mobile Text Program 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.

You understand and agree that Panda’s Terms and Conditions for Services are incorporated into, and become part of, Panda’s Mobile Text Program Terms and Conditions (and both documents are together, the “Panda Text Program”). The terms apply only if you have opted in to a text messaging program of Panda.

THE PANDA TEXT PROGRAM CONTAINS AN ARBITRATION PROVISION WHICH REQUIRES THAT MOST DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS.

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.

By enrolling in the Panda Text Program, you certify that you are authorized to: (a) enroll the designated mobile phone number in the Panda Text Program, and (b) incur any mobile message or data charges that may be incurred by participating in the Panda Text Program. We are not responsible for any charges to you regarding these communications. All related charges and fees are billed by and payable to your mobile service provider. Further, you understand that your consent to receive text messages is not a condition of purchase of any products or services, and no purchase is necessary. The Privacy Policy describes how we collect, use, and share information.

Panda may contact you with the opportunity to register for special promotions or programs 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.

Limitations

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.

Arbitration rights

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.

Binding arbitration

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.

Arbitration procedures

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.

For additional terms and conditions related to consumer information and privacy matters, please review our Privacy Policy page.