Last updated: September 14, 2026
By accessing or using Franchise Builder US ("the Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Service. These Terms form a legally binding agreement between you and Franchise Builder US ("we," "us," or "our"), a trade name (DBA) of Grant Search US, Inc. The Service is also offered internationally under the trade name Franchise Builder Global, which is likewise a DBA of Grant Search US, Inc. References to "Franchise Builder US" in these Terms apply equally to the Service when accessed under the Franchise Builder Global trade name.
Franchise Builder US is document-assembly software that helps business owners systemize, document, and scale their businesses into franchises. The Service includes tools for franchise readiness assessment, manual creation, FDD drafting, sales pipeline management, training programs, financial modeling, territory management, and franchisee operations.
The Service uses artificial intelligence to assist in generating documentation and content. AI-generated content is a starting point for your review and customization, not a finished legal or business product.
Franchise Builder US is not a law firm, a lawyer referral service, or a provider of legal services. The Service is classified as document-assembly software (also known as "clerical aid" or "legal self-help" software) under the unauthorized practice of law (UPL) frameworks adopted by the American Bar Association and state bar authorities. The Service does not:
Mandatory Attorney Review Gate. The Service enforces a mandatory Attorney Review Hard Gate on all Franchise Disclosure Documents (FDDs) generated through the platform. An FDD cannot be moved to "filed" status — and therefore cannot be distributed to prospective franchisees — until a qualified franchise attorney has reviewed the AI-generated content and signed the platform's Declaration of Counsel under penalty of perjury, certifying that the attorney takes full professional responsibility for the document's legal accuracy and regulatory compliance. This hard gate is a core design feature of the Service, not an optional workflow, and exists to ensure that the platform cannot be used to bypass the attorney review that franchise law requires.
User's Responsibility to Engage Counsel. You acknowledge that compliance with the FTC Franchise Rule (16 C.F.R. Part 436), state franchise registration and disclosure laws, NASAA guidelines, and all other applicable legal requirements is fundamentally your responsibility as the franchisor. The Service is a tool to assist — not replace — your legal compliance obligations. You are solely responsible for engaging qualified legal counsel to review, edit, and approve all AI-generated legal documents (including FDDs, franchise agreements, state addenda, and manual provisions with legal implications) before relying on them or distributing them to third parties.
No Attorney-Client Relationship. Your use of the Service does not create an attorney-client relationship between you and Franchise Builder US, between you and any attorney who reviews your documents through the platform's Attorney Review Service, or between you and any third-party AI model provider. Communications through the Service are not privileged or confidential unless you have separately engaged an attorney who has established an attorney-client relationship with you outside the platform and has affirmed the privileged nature of specific communications. The platform's "Legal/Privileged" access tier is a data-access control, not a mechanism for establishing attorney-client privilege.
AI-Generated Content Is Not Legal Advice. All AI-generated content produced through the Service — including FDD sections, manual chapters, marketing copy, and business plans — is generated by machine learning models and is not the product of legal analysis by a licensed attorney. AI-generated content may contain errors, omissions, outdated legal citations, or inaccurate regulatory interpretations. You must not rely on AI-generated content as legal advice. You must have all AI-generated legal content reviewed and approved by a qualified attorney before distribution, publication, or regulatory filing.
You must create an account to use the Service. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the security of your account credentials and for all activities that occur under your account.
You must be at least 18 years old and have the legal capacity to enter into a binding agreement to use the Service. You may not use the Service if you have been previously suspended or removed from the Service.
The Service is offered under a two-part pricing structure: a one-time build-out fee and a recurring monthly management fee. Payment is due in advance on a monthly basis. Fees are non-refundable except as expressly provided in our Refund Policy.
We may change our fees at any time upon reasonable notice. Fee changes take effect at the start of your next billing cycle after the notice. You can cancel your subscription at any time, and cancellation takes effect at the end of your current billing period.
Brand Fund Custodial (FBO) Account Structure: Royalty and Brand Fund collections processed through the Service are handled via a For Benefit Of (FBO) custodial account structure. The platform acts as a custodian and does not take constructive receipt of Brand Fund monies at any time. Brand Fund royalties flow directly from the franchisee's payment method into an FBO account held at a designated financial institution for the sole benefit of the Brand Fund beneficiaries (participating franchisees). The platform does not commingle Brand Fund monies with its own operating accounts and does not function as a money transmitter, money services business, or provider of prepaid access under FinCEN regulations (31 CFR Chapter X) or state money transmitter laws. Distributions to approved vendors and franchisees are made directly from the FBO account. By using the Brand Fund features of the Service, you acknowledge and agree to this custodial (non-transmitter) arrangement and understand that modifying the fund flow to take constructive receipt of Brand Fund monies would create money transmitter registration obligations that the platform is not licensed to fulfill.
Taxes and Tax Pass-Through: You are responsible for all taxes (including sales tax, VAT, GST, digital services taxes, and similar levies) associated with your use of the Service. Franchise Builder US reserves the right to adjust subscription pricing for future billing cycles to reflect changes in applicable tax rates, including new government-imposed digital service taxes or sales tax changes that affect the cost of providing the Service. Any such tax-related pricing adjustment will be communicated to you at least 30 days before the effective date and will appear as a separate line item on your invoice where legally required. Tax-related pricing adjustments do not constitute a material change to these Terms and do not trigger the re-acceptance flow described in Section 13.
The Service uses artificial intelligence to generate drafts of franchise manuals, FDD sections, business plans, marketing copy, and other documentation. AI-generated content may contain errors, omissions, or inaccuracies. You are solely responsible for reviewing, editing, and verifying all AI-generated content before relying on it or distributing it to third parties.
AI-generated content is not a substitute for professional legal, financial, or business advice. You should consult with qualified attorneys, accountants, and franchise consultants before making business or legal decisions based on content generated by the Service.
The Service, including its software, design, features, and underlying technology, is owned by Franchise Builder US and is protected by intellectual property laws. You may not copy, modify, distribute, or reverse-engineer the Service without our prior written consent.
Content you create using the Service — including manuals, FDDs, business plans, and marketing materials — is owned by you. By using the Service, you grant us a limited license to process your content as necessary to provide and improve the Service.
AI-Generated Content Ownership: To the extent Franchise Builder US holds any copyrightable interest in AI-generated outputs produced through the Service (including AI-drafted FDD sections, manual chapters, marketing copy, and social media content), we assign and transfer all such platform-side rights, title, and interest in those AI-generated outputs to you, the user. You may use, modify, distribute, and exploit AI-generated content created through your account without attribution to Franchise Builder US, subject to your compliance with these Terms. However, because the copyrightability of AI-generated content is an unsettled area under U.S. copyright law (see Thaler v. Perlmutter and U.S. Copyright Office policy guidance requiring human authorship), Franchise Builder US makes no warranty or representation that any AI-generated output is copyrightable, enforceable, or eligible for copyright registration. You acknowledge that AI-generated content may not be protectable by copyright and may be used by others without legal recourse. This assignment covers only AI-generated outputs and does not transfer any Franchise Builder US intellectual property in the Service itself, our software, templates, or underlying technology.
Survival of License for AI-Generated Content Upon Termination: Upon termination or expiration of your subscription to the Service, you retain a perpetual, non-exclusive, royalty-free, worldwide license to all AI-generated FDD (Franchise Disclosure Document) and Manual content that was exported, downloaded, or otherwise saved from the Service prior to the effective date of termination. This survival license grants you the right to continue using, modifying, distributing, and relying upon such AI-generated content for all franchise system purposes, including disclosure to prospective franchisees, regulatory filings, and franchisee operations, without any further obligation to Franchise Builder US. This license survives termination and is intended to ensure that franchisors are not deprived of critical franchise documentation solely due to the end of a SaaS subscription. Franchise Builder US waives any claim that AI-generated content exported prior to termination must be deleted or cease to be used upon subscription end. However, this survival license applies only to AI-generated content that was exported or downloaded prior to termination — content remaining solely within the Service's platform at the time of termination is subject to the data retention and deletion provisions of these Terms.
Franchisor Trademarks and Service Marks — Limited Service License: You acknowledge that you may upload, display, or reference trademarks, service marks, trade names, logos, and brand identifiers ("Franchisor Marks") through the Service in connection with your franchise operations (including in manuals, FDDs, marketplace listings, training materials, and social media content). You represent and warrant that you own or have obtained all necessary rights to use such Franchisor Marks. The limited license you grant to Franchise Builder US under these Terms to process your content applies to Franchisor Marks solely to the extent necessary to provide, operate, and improve the Service — including displaying your Marks within your own documents, generating AI-assisted content that references your Marks, transmitting your social media posts to connected networks, and performing internal platform analytics to measure Service usage and performance. Franchise Builder US does not acquire any right to use your Franchisor Marks for its own marketing, advertising, promotional, or commercial purposes (including in case studies, customer testimonials, platform marketing materials, or co-branded campaigns) unless you execute a separate written "Marketing Sublicense" that expressly grants such rights. No Marketing Sublicense is created by your use of the Service, by the display of your Marks in your own content, or by any implication from these Terms. Any Marketing Sublicense must be a separately signed written agreement and may be revoked by you at any time upon written notice. Franchise Builder US will promptly cease any marketing use of your Franchisor Marks upon revocation, subject to the removal of already-published materials within a commercially reasonable period.
Internal Platform Optimization — Anonymized Brand Asset License: You grant Franchise Builder US a limited, non-exclusive license to use Franchisor Marks (including logos, brand colors, typography, and visual identifiers) uploaded through the Service for internal platform optimization purposes only, specifically: (a) training and fine-tuning the platform's UI/UX rendering models to improve how franchisor brand assets are displayed, formatted, and rendered within platform-generated documents and marketplace listings; (b) improving the platform's AI-assisted content generation models to better match franchisor brand voice, tone, and visual style; and (c) performing internal quality assurance and automated testing to verify that brand assets render correctly across device types, screen sizes, and output formats. This license is limited to anonymized, aggregated, or de-identified use — Franchise Builder US will strip personally identifiable franchisor information, business names, and contact details from brand assets before using them for model training, so that the resulting models do not retain or reproduce any specific franchisor's identity. This license does not permit Franchise Builder US to use your Franchisor Marks in any external-facing marketing, advertising, or promotional materials, to share your brand assets with third parties, or to create derivative commercial products from your Marks. This license terminates upon deletion of your account and associated brand assets, except for model weights that have already been trained using anonymized data, which cannot be reverse-engineered to recover specific brand assets. You may opt out of this internal optimization license at any time through the Owner Console (Settings → AI Training Opt-Out), which applies prospectively to brand assets uploaded after the opt-out date.
AI Data Clause — Output vs. Feedback and Optimization Data: For clarity and to avoid any ambiguity regarding intellectual property rights in AI-assisted workflows, the parties distinguish between two categories of data generated through your use of the Service: (a) "Output" — the AI-generated content produced through your account (including AI-drafted FDD sections, manual chapters, marketing copy, business plans, and social media content) — is owned by you, the user, as described in the "AI-Generated Content Ownership" paragraph above; and (b) "Feedback and Optimization Data" — including human-in-the-loop edits, corrections, accept/reject decisions, preference signals, prompt refinements, attorney review annotations, and other feedback you or your attorneys provide to the platform in connection with AI-generated content — is hereby licensed to Franchise Builder US on a perpetual, irrevocable, royalty-free, worldwide, non-exclusive basis to improve, train, fine-tune, and optimize the platform's general AI model performance for all users. This Feedback and Optimization Data license is limited to anonymized, aggregated, or de-identified use — Franchise Builder US will strip personally identifiable franchisor information, business names, attorney identities, client names, and contact details from Feedback and Optimization Data before using it for model training, so that the resulting models do not retain or reproduce any specific franchisor's identity, confidential business strategies, or attorney work product. This license does not permit Franchise Builder US to use your Output, your confidential business information, or your attorney's privileged work product for any purpose other than anonymized model improvement. You acknowledge that Feedback and Optimization Data provided by one franchisor's attorney may be used to improve the AI model's general performance for other franchisors, and that this cross-user improvement is a fundamental feature of the Service. You may opt out of this Feedback and Optimization Data license at any time through the Owner Console (Settings → AI Training Opt-Out), which applies prospectively to feedback provided after the opt-out date. This clause is intended to clarify, and does not modify, the existing "Internal Platform Optimization — Anonymized Brand Asset License" paragraph above; the two provisions operate in parallel to cover brand assets and feedback data respectively.
Prompt Engineering Libraries — User Intellectual Property & Privileged Encryption: Proprietary prompts, prompt sequences, and prompt engineering methodologies developed by franchisor administrators in the Owner Console ("Prompt Engineering Libraries") are classified as User Intellectual Property under these Terms and the platform's Intellectual Property Notice. Prompt Engineering Libraries are the sole and exclusive property of the user who created them. Franchise Builder US applies the same Legal/Privileged encryption standards used for FDD attorney-client chat history to Prompt Engineering Libraries stored in the Owner Console — including encryption at rest, access logging, and exclusion from anonymized platform-wide optimization datasets. Prompt Engineering Libraries are not included in the "Feedback and Optimization Data" license described above and are not used to train or fine-tune models for other users. Access to a user's Prompt Engineering Libraries is restricted to the user's own account and authorized administrators, and all access attempts are logged in the Admin Access Log. In the event of a suspected account takeover, Franchise Builder US will immediately revoke all active sessions and require multi-factor authentication re-verification before restoring access to Prompt Engineering Libraries.
You are solely responsible for all content you upload, create, or store using the Service. You represent that you have all necessary rights to your content and that it does not violate any law or third-party rights. We do not claim ownership of your content.
We reserve the right to remove or restrict access to content that we believe violates these Terms or applicable law.
Social Media Content License: When you use the platform's social media publishing, scheduling, or content generation tools, you grant Franchise Builder US a limited, non-exclusive, royalty-free, worldwide license to process, format, transmit, and distribute your social media content to the third-party social networks you have connected or selected (including but not limited to Instagram, Facebook, LinkedIn, Twitter/X, and TikTok) solely for the purpose of publishing, scheduling, or posting that content on your behalf to those networks. This license is limited strictly to the technical transmission and distribution necessary to operate the social media publishing features — it does not transfer ownership of your content to Franchise Builder US, does not grant Franchise Builder US the right to use your social media content for any other purpose (including marketing, training, or internal use), and does not grant Franchise Builder US any rights beyond what is necessary to post your content to the selected third-party social networks. You represent that you own or have obtained all necessary rights, clearances, and permissions (including any third-party intellectual property, publicity, or privacy rights) to the content you publish through these tools, and that your publication of such content to third-party social networks complies with the terms of service of those networks. Franchise Builder US acts solely as a conduit for transmitting your content to the social networks you select and does not control, endorse, or take responsibility for the content you choose to publish. This license terminates automatically when your content is successfully transmitted to the selected social network or, if scheduling is used, upon completion of the scheduled post.
User-Provided RAG Data Warranty: When you upload proprietary manuals, FDDs, training materials, or other documents for Retrieval-Augmented Generation (RAG) indexing — including documents used to "train" or "seed" your specific AI instance for manual drafting, FDD generation, or content personalization — you represent and warrant that you own all rights, title, and interest in such materials, or that you have obtained all necessary licenses, permissions, and clearances to use such materials for the purpose of AI indexing and generation. You further warrant that such materials do not infringe on the intellectual property rights, trade secrets, or proprietary information of any third party, and that your use of such materials to seed, train, or index your AI instance within the Service does not constitute misappropriation, breach of confidence, or violation of any contractual obligation owed to a third party. You agree to indemnify, defend, and hold harmless Franchise Builder US from and against any claims arising from your upload of materials for RAG indexing that are later found to infringe third-party IP rights. Franchise Builder US reserves the right to remove from the RAG index any materials that it believes, in good faith, may infringe third-party rights, and may suspend AI generation features for your account until the ownership dispute is resolved.
The Service's Social Media Hub allows franchisees to create, generate, schedule, and publish social media content using franchisor-provided brand assets, templates, approved copy, and AI-assisted content generation tools. This section defines the intellectual property ownership and licensing framework for content created by franchisees using these franchisor-provided resources.
Franchisor Ownership of Source Assets: Franchisor-provided brand assets — including logos, brand templates, approved marketing copy, brand guidelines, photography, and graphic design templates — remain the exclusive intellectual property of the franchisor. Franchisees receive a limited, revocable, non-exclusive license to use these source assets solely for creating social media content through the Service in accordance with the franchise agreement and the franchisor's brand guidelines.
Derivative Works License: When a franchisee creates social media content using franchisor-provided assets (including AI-generated content that incorporates or references franchisor brand elements), the resulting content is a "Derivative Work" of the franchisor's source assets. The franchisee grants the franchisor a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, distribute, and display such Derivative Works for all franchise system purposes — including brand consistency enforcement, training future franchisees, marketing the franchise system, and maintaining a centralized content library. The franchisor retains the right to require franchisees to modify, remove, or take down any Derivative Work that does not comply with brand guidelines or applicable advertising regulations.
Franchisee Limited Ownership of Original Expression: To the extent a franchisee contributes original creative expression (original photography, custom copywriting, or unique graphic design) that is not derived from franchisor-provided assets, the franchisee retains ownership of that original expression. However, the franchisee acknowledges that the franchisor's Derivative Works License (above) applies to the combined work as published through the Service, and that the franchisee may not use franchisor-provided assets to create content for competing franchise systems or independent businesses outside the scope of the franchise agreement.
Platform Role — Conduit, Not Owner: Franchise Builder US claims no ownership of Derivative Works created through the Social Media Hub. The platform's role is limited to providing the tools for creating, scheduling, and publishing content, and transmitting that content to third-party social networks on the franchisee's behalf. The Derivative Works License described above is granted from the franchisee to the franchisor, not to Franchise Builder US. Disputes regarding ownership or use of Derivative Works shall be resolved between the franchisor and franchisee under their franchise agreement, and Franchise Builder US shall not be named as a party to such disputes.
Compliance with Brand Guidelines and Advertising Laws: All Derivative Works created through the Service must comply with the franchisor's brand guidelines, applicable FTC endorsement guides, state advertising regulations, and the terms of service of the target social media platform. The franchisor's approval workflow (where enabled) must be completed before franchisee-created content is published. Franchise Builder US is not responsible for monitoring or enforcing brand guideline compliance — that responsibility rests with the franchisor.
Offline Usage Rights for Downloaded Brand Assets: The Derivative Works License and the franchisor-provided brand asset license described in this section expressly extend to offline, physical marketing use of brand assets downloaded from the platform. Franchisees may use franchisor-provided logos, templates, photography, and approved marketing copy for physical, offline marketing materials — including but not limited to storefront signage, printed flyers, local newspaper advertisements, direct mail postcards, business cards, vehicle wraps, trade show banners, and in-store point-of-sale displays — provided that such use complies with the franchisor's brand guidelines and the franchise agreement. This offline usage right is co-extensive with the digital usage right and does not require separate franchisor approval for each offline use, unless the franchisor has explicitly enabled a per-use approval workflow in the platform's settings. However, franchisees may not use franchisor-provided brand assets for any offline marketing that promotes a competing franchise system, independent business, or non-franchised venture. The franchisor retains the right to audit offline marketing materials created by franchisees and require modification or removal of any materials that do not comply with brand guidelines.
This section applies to users whose principal place of business is located in Canada, France, or any other jurisdiction that recognizes statutory or common law moral rights (droit moral) — including the right of integrity, right of attribution, and right against false attribution — that are distinct from economic copyright and cannot be fully transferred or waived by a standard intellectual property license.
Recognition of Moral Rights: Franchise Builder US acknowledges that moral rights — particularly the Right of Integrity (the right to prevent modification, distortion, or mutilation of a work that is prejudicial to the author's honor or reputation) — are recognized in Canada under the Copyright Act (R.S.C. 1985, c. C-42, s. 14.1) and in France under the Code de la propriété intellectuelle (Art. L. 121-1 et seq.). Unlike economic rights, moral rights cannot be assigned or transferred and may only be waived in specific jurisdictions.
Moral Rights Waiver: To the fullest extent permitted by applicable law in the user's jurisdiction, the user hereby waives all moral rights — including the right of integrity, right of attribution, and right against false attribution — in and to any content that the user uploads, creates, or generates through the Service, to the extent necessary to permit Franchise Builder US and its AI tools to modify, remix, edit, summarize, reformat, translate, adapt, or otherwise alter such content for the purpose of providing and improving the Service. This waiver is specifically intended to enable AI-driven modifications of user-provided manual content, RAG-indexed documents, and other user-generated content without exposing the platform to moral rights infringement claims.
Scope of Waiver: This waiver applies solely to modifications made by the platform's AI tools and automated processing systems in the course of providing the Service (including AI-assisted content generation, summarization, translation, reformatting, and brand-voice matching). It does not waive the user's moral rights with respect to modifications made by third parties outside the platform, or modifications made by the platform for purposes unrelated to providing the Service to the user. Where a jurisdiction's law does not permit a blanket waiver of moral rights, this waiver shall be construed as a consent to the specific modifications described above, to the fullest extent permitted by law.
Attribution: Where the user's jurisdiction requires attribution for AI-modified content, the platform will include a general attribution notice (e.g., "Modified by AI tools on Franchise Builder US") on AI-generated or AI-modified content, unless the user has opted to display a custom watermark or has self-approved the content for publication without attribution.
Specific Consents for Inalienable Jurisdictions: In jurisdictions where moral rights are inalienable and cannot be waived — including France (Code de la propriété intellectuelle, Art. L. 121-1 et seq.) and Germany (Urheberrechtsgesetz, § 14) — the foregoing waiver shall be construed as the user's express consent to the following specific modifications, to the fullest extent permitted by law: (a) Necessary Technical Modifications — the user consents to the platform's AI tools making technical modifications to user-uploaded content that are necessary for the functioning of the Service, including format conversion, compression, encoding changes, and structural reformatting required for RAG indexing, document export, and cross-platform rendering; (b) AI-Driven Summarization — the user consents to the platform's AI tools generating summaries, abstracts, and condensed versions of user-provided manuals, FDDs, and training materials, including the extraction of key provisions, the generation of executive summaries, and the creation of plain-language explanations, recognizing that such summarization may alter the structure and expression of the original work; and (c) Translation — the user consents to the platform's machine translation tools generating translated versions of user-provided content in other languages, recognizing that translation necessarily involves modification of the original expression and may result in stylistic, cultural, or linguistic differences from the source text. These specific consents are provided to satisfy the strict requirements of civil law IP jurisdictions that require granular, itemized consent for each category of modification, rather than a blanket waiver. Where a jurisdiction's law does not permit consent to a specific category of modification listed above, that specific consent shall be severable and shall not affect the validity of the remaining consents.
You agree not to:
You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. economic sanctions administered by the Office of Foreign Assets Control (OFAC), including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine. You further represent and warrant that you are not (a) listed on the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List (SDN List), (b) listed on the U.S. Commerce Department's Entity List, Denied Persons List, or Unverified List, (c) listed on the U.S. State Department's Debarred Parties List, or (d) otherwise subject to any U.S. Government restricted party list or export denial order. You agree not to access, use, export, re-export, or transfer the Service, or any technical data or software provided through the Service, in violation of any applicable export control laws, including the Export Administration Regulations (EAR, 15 C.F.R. Parts 730-774), the International Traffic in Arms Regulations (ITAR, 22 C.F.R. Parts 120-130), and OFAC sanctions regulations. Franchise Builder US reserves the right to immediately suspend or terminate access for any user who is found to be on a restricted party list or who is located in a sanctioned jurisdiction. You agree to promptly notify Franchise Builder US if you become subject to any sanctions designation or export restriction during the term of your subscription.
We may suspend or terminate your account at any time for violation of these Terms or for any other reason at our discretion. You may cancel your account at any time. Upon termination, your right to use the Service ceases immediately. We may retain your data for a reasonable period after termination to allow for data export, after which it may be permanently deleted.
Post-Termination Wind-Down Access: Upon termination or cancellation of your subscription, you shall retain read-only access to the Vault and all Item 19 financial performance logs for a period of ninety (90) days following the effective date of termination ("Wind-Down Period"). During the Wind-Down Period, you may view, search, and download your compliance records — including FDDs, disclosure receipts, Item 19 reports, compliance snapshots, royalty reports, and audit logs — but you may not create new records, edit existing records, or use active Service features. This wind-down access is provided to ensure you can retrieve critical compliance documentation needed to defend against potential legal claims, respond to regulatory inquiries, or fulfill ongoing disclosure obligations to existing franchisees after the Service relationship ends. After the Wind-Down Period expires, your data will be handled in accordance with Section 18 (Data Ownership and Portability). To activate wind-down access, contact us through the Support section of the platform within 15 days of termination.
Template License During Wind-Down Period: During the Wind-Down Period, Franchise Builder US grants you a limited, revocable, non-exclusive, non-transferable license to access and view the platform's proprietary document templates (including manual templates, FDD section templates, training program templates, and financial model templates) solely for the purpose of reviewing and downloading your own Franchisee Data that was created using those templates. This license is strictly limited to the 90-day Wind-Down Period and terminates automatically upon its expiration. You may not copy, extract, download, modify, redistribute, or reuse the platform's proprietary templates for any purpose other than viewing your own content during the Wind-Down Period. The platform's templates remain the exclusive intellectual property of Franchise Builder US at all times, as set forth in Section 6 (Intellectual Property). Your Franchisee Data — the actual content you authored or input — is owned by you and is portable under Section 18, but the underlying template structures, boilerplate language, and formatting frameworks are platform-owned and are not transferred to you. Upon expiration of the Wind-Down Period, all rights to access the platform's templates cease, and you must delete any template content you may have inadvertently downloaded; only your own authored Franchisee Data may be retained.
Franchise Builder US takes seriously its responsibility to prevent the platform from being used as a vehicle for fraudulent or non-compliant franchise offerings. This section establishes our right to immediately suspend any franchisor account upon receipt of a regulatory enforcement action.
Immediate Suspension Authority: If any governmental entity — including but not limited to the Federal Trade Commission (FTC), a state franchise registration administrator, a state Attorney General, the Small Business Administration (SBA), the Securities and Exchange Commission (SEC), or any foreign equivalent regulator — issues a Stop Order, Cease and Desist Order, Desist and Refrain Order, or similar enforcement action against you, your franchise offering, your Franchise Disclosure Document (FDD), or any franchise marketed through the Service, Franchise Builder US may immediately and without prior notice suspend your account, disable your marketplace listings, and halt all publication, lead generation, and franchisee onboarding features associated with your account.
Scope of Suspension: Upon suspension under this section, the following shall occur: (a) all marketplace listings associated with your account shall be immediately set to "suspended" status and removed from public view; (b) all lead generation, e-signature, and discovery day registration features shall be disabled; (c) all AI-generated content publication and social media scheduling shall be halted; (d) your account shall be placed in read-only mode with access limited to the Wind-Down Period provisions of Section 9. This immediate suspension is necessary to prevent "platform-wide" regulatory investigation risk — i.e., the risk that a regulator investigating one franchisor's fraudulent FDD would expand its inquiry to all platform users, potentially resulting in subpoenas, audits, or enforcement actions against Franchise Builder US and its other customers.
Notice and Cure: Franchise Builder US will provide written notice of the suspension (including a copy or summary of the regulatory action, to the extent we are legally permitted to do so) within five (5) business days of the suspension. You may request reinstatement by providing documented evidence that the Stop Order or Cease and Desist has been rescinded, withdrawn, settled, or fully cured to the satisfaction of the issuing governmental entity. Reinstatement is at Franchise Builder US's sole discretion and may require additional compliance review, including re-verification of your FDD and state registrations. Franchise Builder US shall not be liable for any damages, lost leads, or business interruption resulting from a suspension made in good faith under this section.
Cooperation Obligation: You agree to promptly notify Franchise Builder US of any Stop Order, Cease and Desist, or similar regulatory enforcement action affecting your franchise offering within five (5) business days of its issuance. Failure to provide such notice may result in immediate termination (not merely suspension) of your account under Section 9. You also agree to cooperate in good faith with any bona fide regulatory inquiry directed to Franchise Builder US regarding your franchise offering, subject to applicable law and your attorney's advice.
The Franchise Builder US marketplace displays franchise listings submitted by third-party franchisors and listing agents. While Franchise Builder US provides tools to help franchisors enrich and format their listing data, the platform does not independently verify that all data, descriptions, financial figures, and marketing claims in third-party listings are free of intellectual property contamination — i.e., content that was scraped, copied, or misappropriated from another source without authorization.
Listing Poster Warranties: By submitting a marketplace listing, you (the "Listing Poster") represent and warrant that: (a) you own or have obtained all necessary rights, licenses, and permissions to all data, text, images, logos, financial figures, and other content included in your listing; (b) your listing data was not obtained through unauthorized scraping, harvesting, or extraction from any third-party website, franchise directory, competitor listing, or proprietary database; (c) your listing does not contain any content that infringes the copyright, trademark, trade dress, or other intellectual property rights of any third party; and (d) all financial performance figures, unit counts, and investment ranges are either your own verified data or are clearly attributed to their original public source with a valid right of use.
IP Contamination Indemnity: You agree to indemnify, defend, and hold harmless Franchise Builder US, its officers, directors, employees, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any allegation that your marketplace listing data was scraped, copied, or misappropriated from a third-party source, or that your listing infringes any third party's intellectual property rights. This indemnity obligation applies regardless of whether the scraping claim is brought under the Computer Fraud and Abuse Act (18 U.S.C. §1030), state computer trespass laws, breach of contract claims from the source website, copyright infringement (17 U.S.C. §501), or any other legal theory. Franchise Builder US reserves the right to remove or disable access to any listing that it believes, in good faith, may contain scraped or misappropriated data, and may require the Listing Poster to provide documentation of the source and authorization for any data that appears to originate from a third-party franchise directory or competitor website.
AI-Enriched Listing Disclosure: If Franchise Builder US's AI tools are used to enhance, rewrite, or generate listing content, the listing will be marked as "Platform Generated" to preserve Section 230 immunity and to distinguish AI-assisted content from franchisor-authored content. However, the AI enrichment process does not transfer responsibility for the underlying data source to Franchise Builder US — the Listing Poster remains solely responsible for the accuracy, lawfulness, and non-infringing nature of all source data provided to the AI tools.
This section applies to users whose principal place of business is located in New Jersey, Wisconsin, or any other state whose franchise or dealership statutes restrict the termination or suspension of business relationships without statutory "good cause." These states include, without limitation, the New Jersey Franchise Practices Act (N.J.S.A. § 56:10-1 et seq.) and the Wisconsin Fair Dealership Law (Wis. Stat. § 135.01 et seq.).
Statutory Good Cause Requirement: Notwithstanding the general termination and suspension rights set forth in Section 9 (Termination), Franchise Builder US shall not suspend or terminate the Service for users in covered states without statutory good cause as defined by the applicable state law. "Good cause" means a substantial, material, and documented breach of these Terms or applicable law by the user, including but not limited to: (a) non-payment of subscription fees for a period exceeding thirty (30) days after written notice; (b) fraudulent or deceptive franchise offerings in violation of Section 8 (Prohibited Conduct); (c) regulatory enforcement actions under Section 9.1; or (d) material misuse of the Service that causes harm to the platform or other users.
Mandatory Cure Period: Before suspending or terminating a covered user's account for any curable breach, Franchise Builder US shall provide the user with written notice of the alleged breach and a cure period of not less than thirty (30) calendar days (the "Cure Period") to remedy the breach. During the Cure Period, the user's access to the Service shall remain active and uninterrupted. If the user cures the breach within the Cure Period, no suspension or termination shall occur. If the breach is not cured within the Cure Period, Franchise Builder US may proceed with suspension or termination in accordance with applicable state law.
Non-Curable Breaches: The following breaches are deemed non-curable and are not subject to the Cure Period: (a) fraudulent or criminal conduct; (b) regulatory Stop Orders or Cease and Desist actions under Section 9.1; (c) intellectual property infringement that poses immediate harm to third parties; (d) unauthorized access, hacking, or disruption of the Service's systems; and (e) any breach that poses an imminent threat to the security, integrity, or availability of the Service or other users' data. For non-curable breaches, Franchise Builder US may suspend immediately, subject to the notice and reinstatement provisions of Section 9.1.
New Jersey Franchise Practices Act (N.J.S.A. § 56:10-5): For users in New Jersey, Franchise Builder US acknowledges that the New Jersey Franchise Practices Act requires "good cause" for the termination of a franchise relationship and prohibits termination without prior written notice and an opportunity to cure. While the Service is a SaaS platform and not a franchise relationship governed by the NJFPA, Franchise Builder US voluntarily extends the good cause and cure period protections of this section to New Jersey users as a matter of contract, to the extent they are not inconsistent with the nature of a SaaS relationship.
Wisconsin Fair Dealership Law (Wis. Stat. § 135.03): For users in Wisconsin, Franchise Builder US acknowledges that the Wisconsin Fair Dealership Law requires "good cause" for the termination, cancellation, or nonrenewal of dealership relationships and requires written notice of the grounds for termination with a reasonable opportunity to cure. While the Service is a SaaS platform and not a dealership governed by the WFDL, Franchise Builder US voluntarily extends the good cause and cure period protections of this section to Wisconsin users as a matter of contract, to the extent they are not inconsistent with the nature of a SaaS relationship.
Other Covered States: If any other state enacts or amends a statute that restricts the termination or suspension of business relationships without good cause, and that statute is determined to apply to the SaaS relationship between Franchise Builder US and the user, the good cause and cure period protections of this section shall automatically apply to users in that state, regardless of whether the statute is listed above. Franchise Builder US will update this section to list additional covered states as they are identified.
Notice Requirements: All notices under this section shall be provided in writing through the Support section of the platform or by email to the address on file. The notice shall include: (a) a specific description of the alleged breach; (b) the actions required to cure the breach; (c) the duration of the Cure Period; and (d) the consequences of failing to cure within the Cure Period. Notices shall be deemed delivered upon sending.
Reinstatement After Cure: If a covered user cures a breach during the Cure Period, Franchise Builder US shall reinstate full Service access within two (2) business days of confirming the cure, and the user shall not be charged any reinstatement fees. If a covered user cures a breach after suspension but before termination, Franchise Builder US shall reinstate Service access within five (5) business days, subject to the user's payment of any outstanding fees accrued during the suspension period.
No Waiver of Section 9.1: This section does not override or limit the immediate suspension authority for regulatory Stop Orders under Section 9.1 (Regulatory Contagion). Regulatory enforcement actions are non-curable breaches that are exempt from the Cure Period requirements of this section.
Upon termination or expiration of your subscription to the Service, the survival license granted in Section 6 for AI-generated FDD and Manual content applies to content that was exported or downloaded prior to termination. However, certain derivative works — including social media posts, marketing campaigns, and published content — may have already been transmitted to third-party platforms (including Instagram, Facebook, LinkedIn, Twitter/X, TikTok, and other social networks) through the Service's publishing features prior to termination.
Survival of Published Content License: The platform's license to process, display, and transmit social media content and other derivative works that were successfully published to third-party APIs or social networks prior to the effective date of termination shall survive the termination of the main SaaS agreement. This survival means that: (a) Franchise Builder US retains a limited, non-exclusive license to continue processing and displaying such already-published content solely as necessary to maintain the integrity of the published post on the third-party platform (e.g., rendering the post correctly on the social network, maintaining link previews, or serving embedded media); (b) the franchisor and franchisees retain all ownership rights in the published content and may request removal of any published content from third-party platforms through the platform's takedown tools or directly through the third-party platform's own removal mechanisms; and (c) this survival license does not grant Franchise Builder US the right to repurpose, re-publish, or reuse already-published content for any new purpose after termination — it is limited strictly to maintaining the technical integrity of content already published to third-party APIs.
No New Publication After Termination: This survival license does not authorize the platform to publish new content, schedule new posts, or transmit any new content to third-party APIs after the effective date of termination. All social media scheduling, publishing, and content generation features are deactivated upon termination. The survival applies only to content that was successfully transmitted to a third-party API prior to termination.
Franchisor Rights to Published Content: The franchisor retains full ownership of all derivative works and social media content published through the Service, regardless of termination. The franchisor may continue to use, modify, and redistribute such content independently of the platform after termination, subject to any licenses granted to franchisees under Section 7.1 (Derivative Works License — Franchisee Social Media Content). The platform's survival license does not restrict the franchisor's rights to their own published content.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. FRANCHISE BUILDER US DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSES.
The Service relies on third-party application programming interfaces (APIs), services, and infrastructure — including but not limited to large language model (LLM) providers (e.g., OpenAI, Google, Anthropic), translation APIs (e.g., Google Translate), payment processors (e.g., Wix Payments), cloud hosting providers, content delivery networks, and government databases (e.g., SBA, USPTO, state franchise registries). The availability, performance, accuracy, and terms of service of these third-party APIs and services are beyond Franchise Builder US's control. Franchise Builder US does not warrant that any third-party API or service will remain available, will not be deprecated, will not change its terms of service, or will not modify its pricing or usage policies in a manner that affects the Service's functionality. You acknowledge that the sudden deprecation, policy change, pricing change, or service interruption of any third-party API may affect the Service's features, and that Franchise Builder US is not liable for any such disruption. Franchise Builder US will use commercially reasonable efforts to identify alternative providers or implement workarounds in the event of a third-party API deprecation or policy change, but does not guarantee uninterrupted availability of any feature that depends on a specific third-party service.
Preamble — Non-Excludable Liability: Nothing in this agreement shall limit or exclude liability for death, personal injury, gross negligence, willful misconduct, or fraud. Nothing in this agreement shall limit any liability that cannot be limited or excluded under applicable law.
To the maximum extent permitted by law, Franchise Builder US and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising from your use of the Service or reliance on AI-generated content. Our total liability for any claim arising from the Service shall not exceed the amount you paid us in the three months preceding the claim.
Third-Party API Dependency Carve-Out: The Service relies on external APIs and third-party governmental databases — including but not limited to the U.S. Small Business Administration (SBA) Franchise Directory, state Secretary of State business status databases, state franchise registration databases, the FinCEN Beneficial Ownership Information (BOI) system, and the U.S. Patent and Trademark Office (USPTO) trademark database — to provide real-time verification and compliance checking. Franchise Builder US is not liable for any FDD or Marketplace inaccuracies, compliance gaps, or regulatory failures resulting from data outages, latency, API rate limits, service interruptions, or inaccuracies in these third-party governmental databases. You acknowledge that (a) third-party API availability is outside the platform's control; (b) governmental databases may experience downtime, scheduled maintenance, or data update delays that are not reflected in real-time checks; (c) the platform's verification results are only as accurate as the underlying third-party data at the time of the check; and (d) you remain responsible for independently verifying critical compliance information directly with the relevant governmental authority before making business or legal decisions. This carve-out does not apply to failures caused by the platform's own code, infrastructure, or data processing systems — only to failures originating from external third-party APIs and governmental databases.
Regulatory Fines and Penalties — Exclusion: Notwithstanding any other provision of these Terms, Franchise Builder US shall not be liable for, and shall have no obligation to indemnify or defend you against, any regulatory fines, civil penalties, consent orders, investigative costs, or similar sanctions imposed by the Federal Trade Commission (FTC), state franchise regulators, state attorneys general, the Small Business Administration (SBA), or any other governmental or regulatory authority (collectively, "Regulatory Fines"), including but not limited to penalties arising under the FTC Franchise Rule (16 C.F.R. Part 436), state franchise registration and disclosure laws, or NASAA guidelines. You acknowledge that compliance with franchise laws and regulations is fundamentally your responsibility as the franchisor, and that the Service is a tool to assist — not replace — your legal compliance obligations. Regulatory Fines typically arise from your business decisions, your franchise offering structure, your disclosures to prospective franchisees, and your operational practices — none of which are controlled by Franchise Builder US.
Direct Causation Exception: The foregoing exclusion shall not apply to the extent that a Regulatory Fine was imposed directly and proximately as a result of a specific, demonstrable failure or defect in the Service's code that caused a required regulatory filing to be omitted, a required disclosure to be materially altered, or a compliance deadline to be missed without your knowledge. In such a case, Franchise Builder US's liability for that Regulatory Fine shall be limited to the amount you paid us in the three months preceding the event giving rise to the fine. You must notify us of the alleged code failure within 30 days of discovering it and allow us a reasonable opportunity to investigate. This exception does not cover fines arising from your failure to review, verify, or act upon information provided by the Service, your failure to engage qualified legal counsel, or your use of the Service in a manner inconsistent with its intended purpose or our documentation.
Regulatory Error Carve-out — System-Wide Recission: In the event that a platform calculation error (including but not limited to a territory overlap, duplicate territory assignment, or FDD data integrity failure attributable to the Service's code) causes or contributes to the invalidation of one or more Franchise Disclosure Documents and results in system-wide or multi-unit recission obligations owed by you to your franchisees, Franchise Builder US's total aggregate liability for all claims arising from or related to such compliance-related failure — including recission costs, refund obligations, damages, and attorneys' fees — shall not exceed the amount you paid us in the twelve (12) months preceding the event giving rise to the claim. This carve-out supersedes the three-month cap set forth in the first paragraph of this Section 11 and the Direct Causation Exception above, and applies specifically and exclusively to compliance-related failures that trigger system-wide or multi-unit recission exposure. You acknowledge that system-wide recission costs can be substantial and that this carve-out is a negotiated allocation of risk: you are responsible for maintaining your own insurance coverage (including errors and omissions, franchisee liability, and regulatory defense coverage) sufficient to cover recission obligations that exceed this cap, and Franchise Builder US is not a substitute for such insurance. This carve-out does not apply to claims arising from your independent business decisions, your franchise offering structure, your disclosures to prospective franchisees, or your operational practices — which remain subject to the Regulatory Fines exclusion above.
Attorney Review Gate — No Waiver of Platform Warranty: The Service includes an "Attorney Review Gate" feature that allows franchisors to route AI-generated documents (including FDD sections, manual chapters, and business plans) to a qualified attorney for review, editing, and approval. While attorney sign-off through the Attorney Review Gate documents human authorship and supports the Delta Report for copyright purposes (see Section 26), attorney sign-off does not waive, release, or limit Franchise Builder US's warranty obligations regarding the technical integrity of data processing and storage. Franchise Builder US remains liable for core system defects — including data corruption, data loss, unauthorized access, processing errors, storage failures, and computational inaccuracies in the platform's underlying infrastructure — regardless of whether an attorney has reviewed or approved any AI-generated content. Attorney review addresses the legal sufficiency and accuracy of document content; it does not inspect, certify, or absolve the platform's technical data processing and storage systems. You acknowledge that the Attorney Review Gate is a content review tool, not a technical system audit, and that any reliance on attorney sign-off as a substitute for platform technical warranties is unreasonable and expressly disclaimed.
The Service uses artificial intelligence to generate franchise manuals, FDD sections, marketing copy, and other documentation. While Franchise Builder US implements safeguards to prevent AI-generated content from reproducing copyrighted or trademarked material (including negative prompts, output filtering, and trademark redline filters), AI systems may occasionally produce content that inadvertently resembles or reproduces existing copyrighted or trademarked material from third-party sources ("AI Infringement Claims"). This section establishes a specific liability framework for such claims.
Indemnification Cap Exclusion — IP Claims: The limitation of liability caps set forth in Section 11 (Limitation of Liability) and Section 10.1 (AI Infringement Liability Cap) shall not apply to the platform's indemnification obligations for third-party intellectual property infringement claims arising under Section 16 (IP Indemnity and DMCA Takedown) or Section 10.2 (Seed Data Indemnity). This means that Franchise Builder US's duty to defend, indemnify, and hold harmless the franchisor against third-party IP claims is not capped by the three-month or twelve-month payment caps — the indemnification obligation is uncapped and is not subject to the limitation of liability provisions. This carve-out is necessary because capping indemnification for IP claims would leave the franchisor without adequate defense coverage for third-party infringement lawsuits, which is the core purpose of the indemnification obligation.
AI Infringement Claims — Defined: "AI Infringement Claims" means any claim, demand, or action alleging that AI-generated content produced through the Service infringes the copyright, trademark, trade dress, or other intellectual property rights of a third party, including but not limited to claims that AI-generated manual chapters, FDD sections, or marketing copy plagiarized or substantially copied from an existing trademarked or copyrighted work (AI Hallucination).
AI Infringement Liability Cap: Notwithstanding the general liability cap in Section 11 (Limitation of Liability), Franchise Builder US's total aggregate liability for all AI Infringement Claims arising from the Service shall not exceed the amount you paid us in the twelve (12) months preceding the event giving rise to the claim. This specific cap supersedes the three-month general cap set forth in Section 11 and reflects the heightened risk profile of AI-generated content. This cap applies exclusively to AI Infringement Claims and does not extend to other types of claims under these Terms.
Franchisor Obligation — Review and Verification: You acknowledge that AI-generated content is a starting point for your review and customization, not a finished product. You are solely responsible for reviewing, editing, and verifying all AI-generated content before relying on it or distributing it to third parties. Franchise Builder US's AI Infringement liability cap shall be reduced by fifty percent (50%) if you publish or distribute AI-generated content without first reviewing it through the platform's Attorney Review Gate or without engaging qualified legal counsel to verify that the content does not infringe third-party intellectual property rights. This reduction reflects the increased risk of infringement claims when AI-generated content is published without human review.
Optional Compliance Insurance Tier: Franchise Builder US offers an optional "Compliance Insurance" subscription tier for franchisors who require enhanced protection against AI Infringement Claims and related compliance risks. The Compliance Insurance tier provides: (a) an increased AI Infringement liability cap (up to three times the standard cap, not to exceed the amount paid in the preceding twenty-four (24) months); (b) priority access to Franchise Builder US's legal response team for AI Infringement Claims; (c) automated plagiarism and trademark similarity scanning of AI-generated content before publication; and (d) enhanced audit trail documentation for IP defense. The Compliance Insurance tier is available for an additional monthly fee as described on the Pricing page and must be active at the time the AI-generated content is produced for the enhanced cap to apply. The Compliance Insurance tier is a service enhancement, not an insurance policy, and does not constitute legal malpractice insurance, errors and omissions insurance, or any form of regulated insurance product. Franchisors should maintain their own independent insurance coverage for intellectual property infringement risks.
Notice and Cooperation: You must notify Franchise Builder US of any AI Infringement Claim within thirty (30) days of becoming aware of it and provide reasonable cooperation in the defense of such claims. Franchise Builder US reserves the right, at its own expense, to participate in the defense of any AI Infringement Claim and to use any AI Infringement Claim as part of its ongoing AI safety improvement program, including updating its negative prompts and output filters to prevent similar infringements.
Duty to Defend and Counsel Selection: In the event of an AI-related regulatory or IP claim arising from AI-generated content produced through the Service, the parties agree as follows: (a) Franchise Builder US shall have the right, but not the obligation, to assume the defense of any AI Infringement Claim at its own expense, including the selection of counsel, negotiation of settlement, and control of the defense strategy. Franchise Builder US shall exercise this right only for claims that are covered by the AI Infringement Liability Cap or the Compliance Insurance tier, and only where the claim arises from the AI generation process itself (not from the franchisor's independent content decisions). (b) The franchisor shall retain control of the defense for any claim that arises from the franchisor's review, editing, publication, or distribution of AI-generated content — including claims based on the franchisor's failure to review content through the Attorney Review Gate, the franchisor's modifications to AI-generated text, or the franchisor's use of AI-generated content in a manner inconsistent with its intended purpose. In such cases, the franchisor selects counsel and controls the defense, and Franchise Builder US's liability is limited to the AI Infringement Liability Cap. (c) Protocol for counsel selection: When Franchise Builder US assumes the defense, it shall select counsel from a panel of qualified IP litigation attorneys, provide the franchisor with written notice of the selected counsel within ten (10) business days, and reasonably consider the franchisor's input on counsel selection. When the franchisor retains control of the defense, it shall select counsel of its own choosing, provided that such counsel is reasonably qualified to handle AI-related IP claims. (d) No conflict of interest: Where Franchise Builder US and the franchisor have adverse interests in the defense of a claim (e.g., where the claim alleges both AI generation defects and franchisor content decisions), each party shall retain independent counsel, and Franchise Builder US shall not control the franchisor's defense or vice versa. (e) Settlement authority: Franchise Builder US shall not settle any AI Infringement Claim in a manner that imposes liability, admission, or obligation on the franchisor without the franchisor's prior written consent, which shall not be unreasonably withheld. The franchisor shall not settle any claim in a manner that imposes liability on Franchise Builder US without Franchise Builder US's prior written consent.
Section 10.1 addresses AI Infringement Claims (intellectual property), but regulatory fines imposed by the FTC, NASAA, state franchise regulators, or state attorneys general may also arise from AI hallucinations — fabricated financial data, invented legal citations, or fictitious litigation history — that appear in AI-generated FDD sections, Item 19 financial performance representations, or Item 3 litigation disclosures. This section explicitly defines the allocation of liability for such regulatory penalties.
Franchisor Responsibility for Review: You acknowledge that AI-generated financial disclosures, legal citations, and litigation summaries may contain hallucinations — fabricated data that appears plausible but is factually incorrect. You are solely responsible for reviewing, verifying, and substantiating all AI-generated financial performance representations, legal citations, and litigation disclosures before including them in any FDD filed with regulatory authorities. Franchise Builder US shall have no liability for regulatory fines, penalties, consent orders, or investigative costs arising from your filing or distribution of AI-generated content that contains hallucinations, where you failed to review such content through the Attorney Review Gate or failed to engage qualified legal counsel to verify the accuracy of financial data, legal citations, and litigation disclosures before filing.
Platform Obligation — Hallucination Detection: Franchise Builder US implements automated hallucination detection safeguards, including legal citation fact-checking, cross-tenant plagiarism scanning, and factual substantiation gates. However, these safeguards are not infallible and may not detect all hallucinations. The platform's hallucination detection tools are a supplement to, not a replacement for, your independent legal review obligation. The existence of hallucination detection tools does not shift liability for regulatory fines from the franchisor to the platform.
Direct Causation Exception: The foregoing allocation shall not apply to the extent that a regulatory fine was imposed directly and proximately as a result of a specific, demonstrable failure in the platform's hallucination detection system where the platform represented that specific content had been verified as accurate (e.g., a "Fact-Checked" badge was displayed on content that contained a hallucinated citation). In such a case, Franchise Builder US's liability for that regulatory fine shall be limited to the amount you paid us in the twelve (12) months preceding the event. This exception does not apply where the platform merely provided AI-generated content without a specific verification representation, or where you failed to conduct your own independent review.
Indemnity from Franchisor: You agree to indemnify, defend, and hold harmless Franchise Builder US from and against any regulatory fines, penalties, or investigative costs imposed on Franchise Builder US by any governmental or regulatory authority as a result of your filing or distribution of AI-generated content that contained hallucinations, where you failed to conduct a reasonable review of such content before filing.
No Legal Capacity of AI Outputs: No AI-generated output, response, communication, or interaction produced through the Service — including AI-generated email responses, chat messages, social media posts, contract drafts, or franchise agreement modifications — shall be deemed a legally binding commitment, offer, acceptance, or modification of any franchise agreement, terms of service, or other legal contract on behalf of Franchise Builder US, the franchisor, or any franchisee.
No Implied Authority: AI-generated content does not constitute legal advice, does not create an attorney-client relationship, and does not grant the AI system or the platform the authority to bind any party to any agreement, obligation, or commitment. Any AI-generated communication that appears to accept, reject, modify, or propose terms of a franchise agreement or other legal contract is void and of no legal effect unless subsequently confirmed in writing by an authorized human representative of the party.
Human Ratification Required: All legally binding commitments, contract modifications, franchise agreement amendments, and terms of service changes require explicit human ratification by an authorized representative of the relevant party. AI-generated suggestions, drafts, or responses are preliminary proposals only and do not constitute the party's manifestation of assent until a human representative with actual authority reviews, approves, and executes the final agreement.
No Estoppel from AI Outputs: No party may claim estoppel, reliance, or binding effect based solely on an AI-generated output. Any reliance on AI-generated content as a legally binding commitment is unreasonable as a matter of law and is expressly disclaimed by Franchise Builder US.
While Section 7 (User Content) includes a general "User-Provided RAG Data Warranty" requiring users to warrant ownership of materials uploaded for RAG indexing, this section establishes a specific, standalone indemnity protecting Franchise Builder US against third-party copyright, trademark, and trade secret claims arising from content that a user uploads to train, seed, or initialize their AI instance — including proprietary manuals, FDDs, training curricula, brand guidelines, operational documents, or any other materials used as Retrieval-Augmented Generation (RAG) context or AI training input.
Seed Data Defined: "Seed Data" means any document, file, text, image, audio, video, or other content that a user uploads, imports, or provides to the Service for the purpose of (a) indexing in the RAG knowledge base, (b) training or fine-tuning a user-specific AI instance, (c) establishing brand voice, tone, or style parameters for AI-assisted content generation, or (d) serving as reference material for AI-generated drafts of manuals, FDDs, marketing copy, or other franchise documentation.
Seed Data Indemnity: You (the user) agree to defend, indemnify, and hold harmless Franchise Builder US, its officers, directors, employees, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any allegation that your Seed Data — including any document uploaded to train or seed your AI instance — infringes, misappropriates, or violates the copyright, trademark, trade dress, trade secret, right of publicity, or any other intellectual property or proprietary right of any third party. This indemnity applies regardless of whether the third-party claim is based on direct infringement, contributory infringement, vicarious infringement, or inducement of infringement, and regardless of whether the infringing content was reproduced in AI-generated output or remained solely in the RAG index.
Indemnity Procedure: Franchise Builder US shall: (a) promptly notify you of any Seed Data IP claim; (b) provide you with reasonable information about the claim; and (c) allow you to assume the defense of the claim with counsel of your choosing. You shall not settle any Seed Data claim in a manner that imposes liability or admission on Franchise Builder US without Franchise Builder US's prior written consent. Franchise Builder US reserves the right to participate in the defense with its own counsel at its own expense. If you fail to assume the defense within a reasonable time, Franchise Builder US may assume the defense at your expense.
Removal and Suspension: Upon receipt of a credible Seed Data IP claim, Franchise Builder US may immediately remove the allegedly infringing Seed Data from the RAG index and suspend AI generation features for the affected content until the dispute is resolved. This removal does not constitute an admission of liability and does not waive your indemnity obligations. Franchise Builder US will restore the Seed Data and AI features upon resolution of the dispute in your favor.
Relationship to Section 7 RAG Warranty: This Seed Data Indemnity is a specific, standalone indemnity that supplements — but does not replace — the general User-Provided RAG Data Warranty in Section 7. The RAG Warranty is a representation and warranty of ownership; this Seed Data Indemnity is an affirmative obligation to defend and indemnify. Both provisions apply concurrently to Seed Data uploaded to the Service.
This section applies to users who are resident in Australia or who access the Service from within Australia. It is provided to ensure compliance with the Unfair Contract Terms Regime under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) as amended, including the penalties for unfair terms in standard form contracts introduced by the Treasury Laws Amendment (More Competition, Better Prices) Act 2022.
Reciprocal Indemnity: For Australian users, the indemnification provisions in Section 16 (IP Indemnity and DMCA Takedown) and Section 24.1 (Chargeback Allocation) are reciprocal. Each party indemnifies the other on the same terms and to the same extent for claims arising from its own acts, omissions, or breach of these Terms. Neither party's indemnity obligation is broader or more onerous than the other's. No clause in these Terms creates a unilateral indemnity that requires one party (the Australian user) to indemnify the other party (Franchise Builder US) on terms that are not reciprocally available to the Australian user for equivalent conduct by Franchise Builder US.
Reciprocal Termination: For Australian users, the termination rights in Section 9 (Termination) are reciprocal and symmetrical. Franchise Builder US may suspend or terminate an Australian user's account for material breach of these Terms, and Australian users may terminate their subscription at any time for any reason, including for Franchise Builder US's material breach of these Terms. Neither party may terminate for convenience without providing the other party with a reasonable opportunity to cure any material breach (except where cure is not commercially practicable or where the breach relates to non-payment, regulatory enforcement, or prohibited conduct under Section 8). Any unilateral termination right that would be unfair under the Australian Consumer Law is read down to the extent necessary to make it reciprocal and fair.
No Unilateral Change Without Notice: For Australian users, Section 13 (Changes to Terms) does not permit Franchise Builder US to make unilateral changes to these Terms that would be unfair within the meaning of the Australian Consumer Law. Material changes to fees, core service features, or liability allocation require not less than 30 days' prior written notice to Australian users, and take effect only after that notice period. If an Australian user does not agree to a material change, they may terminate their subscription without penalty within the notice period and receive a pro-rata refund of any prepaid fees for the unexpired portion of the billing period. Changes that are beneficial to Australian users or that correct clerical errors may take effect immediately without notice.
Limitation of Liability — Reciprocal Cap: For Australian users, the liability cap in Section 11 (Limitation of Liability) applies reciprocally to both parties. Franchise Builder US's total liability for any claim arising from the Service shall not exceed the amount the Australian user paid us in the twelve (12) months preceding the claim, and the Australian user's total liability for any claim arising from their use of the Service shall not exceed the same amount. Neither party's liability cap is lower than the other's.
Consumer Guarantees Not Excluded: Nothing in these Terms excludes, restricts, or modifies any rights, remedies, or guarantees conferred on Australian users by the Australian Consumer Law (including the consumer guarantees in Schedule 2) or any other applicable Australian law that cannot be excluded, restricted, or modified by agreement. Where any provision of these Terms would be void or unenforceable under the Unfair Contract Terms Regime, that provision is severed and the remaining provisions continue in full force.
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes arising from these Terms or the Service shall be resolved in the state or federal courts located in Delaware.
Franchise Builder US recognizes that franchisors using the Service maintain their own Franchise Agreements, Area Development Agreements, Master Franchise Agreements, and other franchise-specific contracts with their franchisees ("Franchise Agreements"). These Franchise Agreements frequently contain mandatory venue clauses, choice-of-law provisions, arbitration requirements, dispute resolution procedures, and other governance terms that are specifically negotiated between the franchisor and the franchisee.
Supremacy of the Franchise Agreement: In the event of any conflict or inconsistency between these Terms of Service and the terms of a user's Franchise Agreement — particularly with respect to dispute venue, choice of law, arbitration procedures, mediation requirements, governing jurisdiction, statute of limitations, or dispute resolution mechanisms — the terms of the Franchise Agreement shall govern and control as to the franchisor-franchisee relationship. These Terms of Service are intended to govern only the SaaS platform relationship between Franchise Builder US and the franchisor (the platform user), and are not intended to override, supersede, or modify the governance terms of any Franchise Agreement between the franchisor and its franchisees.
Scope of Supremacy: This supremacy clause applies specifically to provisions concerning dispute venue, governing law, arbitration, mediation, and dispute resolution procedures. It does not extend to provisions concerning payment of subscription fees to Franchise Builder US, intellectual property rights in the Service itself, data ownership and portability (Section 18), or other provisions that inherently govern the platform-user relationship rather than the franchisor-franchisee relationship. Where a Franchise Agreement is silent on a matter covered by these Terms, these Terms shall continue to apply to the platform relationship.
No Third-Party Beneficiary: This clause is for the benefit of the franchisor (the platform user) and does not create any third-party beneficiary rights for franchisees under these Terms. Franchisees' rights and obligations remain governed exclusively by their Franchise Agreement with the franchisor.
As a condition precedent to initiating any arbitration or litigation arising out of or relating to these Terms or the Service, the parties agree to engage in a mandatory thirty (30) day good-faith negotiation period ("Negotiation Period") during which the parties shall attempt to resolve the dispute through informal, executive-level communication before commencing formal proceedings.
Initiation: A party seeking to initiate arbitration or litigation shall first provide written notice of the dispute to the other party through the Support section of the platform or by email to the address on file. The notice shall include: (a) a description of the nature of the dispute; (b) the specific relief sought; (c) the relevant contract provisions at issue; and (d) the name and contact information of the executive who will represent the initiating party in negotiations.
Executive-Level Communication: During the Negotiation Period, each party shall designate an executive-level representative (Vice President or above, or equivalent for non-corporate entities) with authority to settle the dispute. The parties shall exchange position statements within ten (10) business days of the notice, and shall schedule at least one good-faith negotiation call or meeting within the Negotiation Period.
Tolling of Limitations Period: The Negotiation Period tolls any applicable statute of limitations for the duration of the negotiation. If the dispute is not resolved within the 30-day Negotiation Period, either party may initiate arbitration or litigation as provided in Section 12.2.
Exception — Emergency Injunctive Relief: The Negotiation Period requirement shall not apply to claims for emergency injunctive relief, temporary restraining orders, or other equitable relief where immediate court action is necessary to prevent irreparable harm, preserve the status quo, or protect intellectual property rights. In such cases, the initiating party may seek emergency relief from a court of competent jurisdiction without first completing the Negotiation Period, but must still initiate the Negotiation Period for any non-emergency aspects of the dispute.
Confidentiality: All communications during the Negotiation Period are confidential and shall not be admissible in any subsequent arbitration or litigation as evidence of liability, admission, or settlement willingness, except as required by applicable law.
Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration shall be conducted in Delaware. The Federal Arbitration Act (9 U.S.C. §§ 1-16) governs the interpretation and enforcement of this arbitration provision. The parties agree that the mandatory informal negotiation period described in Section 12.1a is a condition precedent to initiating arbitration under this section.
Seat of Arbitration for International Users: For all international claims — including claims by users located outside the United States, claims involving cross-border franchise transactions, or claims arising under international franchise laws — the parties expressly designate New York, New York (NY) as the "Seat" of arbitration. This designation ensures the application of United States procedural law to the arbitration proceedings and facilitates the enforcement of arbitral awards under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (21 U.S.T. 2517; T.I.A.S. No. 6993; 330 U.N.T.S. 38). The designation of New York, NY as the Seat means that: (a) the courts of New York shall have exclusive supervisory jurisdiction over the arbitration; (b) US federal procedural law, including the Federal Arbitration Act, shall govern the arbitration proceedings; and (c) any arbitral award rendered shall be recognized and enforceable in all Convention signatory countries without re-examination of the merits. For domestic (US-based) users, the arbitration shall be conducted in Delaware as stated above. This Seat designation is a material term intended to prevent conflicts of law and ensure consistent enforcement of arbitral awards across international jurisdictions.
Mass Arbitration Batch Protocol: If 25 or more similar claims are filed against Franchise Builder US by the same or affiliated counsel within a 90-day period, the parties agree that such claims shall be resolved in staged batches of no more than 100 claims at a time, with the first batch (the "Bellwether Batch") consisting of 10 claims selected by mutual agreement of the parties (or by the arbitrator if the parties cannot agree). The Bellwether Batch shall be arbitrated first, and the results may inform the resolution of subsequent batches. The parties agree that this batching protocol is necessary to prevent the abuse of mass arbitration filing fees and to ensure the efficient administration of justice. The arbitrator shall have the authority to enforce this batching protocol and to stay proceedings for claims not in the current batch.
EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A JURY TRIAL IN RESPECT OF ANY CLAIM, DISPUTE, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. EACH PARTY FURTHER AGREES THAT NO CLAIM SHALL BE PROSECUTED AS A CLASS ACTION OR AS A MEMBER OF A CLASS IN ANY ARBITRATION OR LITIGATION, AND EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION. THIS JURY TRIAL WAIVER AND CLASS ACTION WAIVER IS A MATERIAL TERM OF THIS AGREEMENT AND IS CONSPICUOUSLY PRESENTED IN ACCORDANCE WITH THE REQUIREMENTS OF CALIFORNIA, GEORGIA, AND OTHER JURISDICTIONS THAT REQUIRE CONSPICUOUSNESS FOR ENFORCEABILITY.
You may not assign, transfer, delegate, or sublicense these Terms or your rights under the Service, by operation of law or otherwise, without Franchise Builder US's prior written consent. Any attempted assignment without such consent is void. For purposes of this section, a "Change of Control" — including a merger, acquisition, consolidation, reorganization, or sale of all or substantially all of your assets, or any change in the majority ownership or control of the User (whether through stock issuance, equity transfer, voting rights reassignment, or any other direct or indirect transfer of beneficial ownership or control) — shall be deemed an assignment requiring Franchise Builder US's prior written consent. This definition expressly includes "de facto" assignments effected through mergers, reverse triangular mergers, stock purchases, equity roll-ups, or any other transaction that results in a change of majority ownership or control, regardless of the transaction structure or the state in which it is executed, to prevent circumvention of this consent requirement through creative transaction structuring. Franchise Builder US may freely assign or transfer these Terms to any successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets. This provision is intended to prevent a franchisor from assigning platform access to a competitor of the platform during a merger or acquisition without the platform's knowledge and consent.
We may update these Terms from time to time. Material changes — defined as changes that substantially affect your rights, obligations, or the cost of the Service — will be communicated to you by (a) posting the updated Terms on this page, (b) sending you an email notice, and (c) displaying a Terms Update Modal upon your next login that requires affirmative re-acceptance of the updated Terms. The Terms Update Modal will display a summary of the material changes and require you to click "I Accept the Updated Terms" before you can continue using the Service. Your continued use of the Service after the Terms Update Modal is displayed does not constitute acceptance of material changes — affirmative click-acceptance is required. Non-material changes (including clerical corrections, formatting updates, and changes that do not affect your rights or obligations) take effect upon posting and do not require re-acceptance. The current version number and last-updated date of these Terms are displayed at the top of this page for your reference.
Franchise Builder US is committed to providing a reliable, high-availability platform for our customers' mission-critical franchise operations. This Service Level Agreement ("SLA") defines our uptime commitment and the service credits available for prolonged outages.
Uptime Commitment: We target a minimum of 99.9% monthly uptime for the Service, excluding (a) scheduled maintenance announced at least 48 hours in advance, (b) outages caused by third-party services outside our control (e.g., cloud infrastructure providers, payment processors), (c) issues arising from your misconfiguration or misuse, and (d) force majeure events.
Uptime Calculation: Monthly uptime is calculated as: (Total Minutes in Month − Unplanned Downtime Minutes) ÷ Total Minutes in Month × 100. Downtime is measured from the time our monitoring systems detect an outage until the Service is restored.
Service Credits: If the Service's monthly uptime falls below 99.9%, you are eligible to receive service credits as follows:
Claiming Service Credits: To receive a service credit, you must submit a request through the Support section of the platform within 30 days of the end of the affected billing month, including the dates and times of the outage. Service credits are applied to your next billing cycle and are not refundable as cash. The issuance of service credits is the User's sole and exclusive remedy for any failure of the platform to meet the uptime commitments set forth in this SLA. The User expressly waives any right to pursue breach of contract claims for lost profits, lost revenue, lost franchise sale opportunities, or any other consequential, incidental, special, or indirect damages arising from the platform's failure to meet the uptime commitments, and agrees that service credits are the exclusive financial remedy for all uptime-related failures.
Scheduled Maintenance: "Scheduled Maintenance" is defined as planned downtime for system updates, patches, or infrastructure improvements. Franchise Builder US will provide at least 48 hours' advance notice for any Scheduled Maintenance expected to cause downtime exceeding 15 minutes. Scheduled Maintenance is limited to a maximum of 4 hours per calendar month. Scheduled Maintenance is excluded from the uptime calculation in this SLA. Notice of Scheduled Maintenance will be provided by (a) email to the address on file, (b) in-app notification, and (c) a status page accessible at the platform's website. Emergency maintenance required to address critical security vulnerabilities or system instability may be performed with shorter notice but will be documented and reported to affected users.
Critical Filing Period — Enhanced Credits: The Service recognizes that certain periods of the year involve time-sensitive regulatory filings where platform downtime can cause total loss of franchise sales ability. A "Critical Filing Period" is defined as: (a) the 14 calendar days preceding April 30 (state franchise registration renewal deadlines in NY, MD, and other regulated states), (b) the 14 calendar days preceding December 31 (annual FDD update filing deadlines), and (c) any other period designated by Franchise Builder US with at least 30 days' advance notice. If unplanned downtime occurs during a Critical Filing Period, the service credits above shall be doubled (e.g., a 10% credit becomes 20%, a 25% credit becomes 50%, and a 50% credit becomes 100% of the monthly subscription fee). This enhanced credit reflects the heightened business impact of platform unavailability during peak regulatory renewal windows. Franchise Builder US commits to prioritizing incident response and restoration during Critical Filing Periods and will not schedule planned maintenance during these windows except in cases of urgent security patches, which shall be announced with as much advance notice as practicable.
Third-Party Dependency Carve-Out — AI/LLM Services: The Service's AI-powered features — including FDD drafting, manual generation, marketing copy creation, social media content generation, lead scoring, and compliance sentiment analysis — depend on third-party large language model ("LLM") providers (e.g., OpenAI, Google, Anthropic, and other model providers accessed via the InvokeLLM integration). These LLM providers are independent third-party services over which Franchise Builder US has no operational control. Outages, rate limits, degraded performance, API changes, model deprecations, or service disruptions caused by LLM provider failures shall not be counted as downtime for purposes of this SLA's uptime commitment, and shall not trigger service credits. Franchise Builder US will use commercially reasonable efforts to switch to alternative LLM providers or restore AI functionality as quickly as practicable during an LLM provider outage, but the 99.9% uptime target applies only to the platform's core infrastructure (authentication, database, file storage, document management, CRM, and non-AI features) and not to AI-dependent features during third-party LLM outages. You acknowledge that AI feature availability is contingent on the continued operation of third-party LLM providers and that Franchise Builder US cannot guarantee uninterrupted AI service. Non-AI platform features (lead management, territory management, royalty tracking, franchisee CRM, document storage, e-signature, and reporting) shall remain available during LLM provider outages and are covered by the standard 99.9% uptime commitment.
Performance Threshold — "Unusable" Latency as Downtime: In addition to binary availability (up/down), this SLA recognizes that extreme API latency can render the Service functionally unusable even when technically "available." Sustained latency that exceeds 30 seconds for AI-powered responses (including FDD drafting, manual generation, marketing copy, and lead scoring) or 10 seconds for core platform operations (including authentication, database queries, file retrieval, and CRM operations) for a continuous period of more than one (1) hour shall be classified as "Downtime" for service credit calculation purposes, even if the Service technically returns HTTP 200 responses. This "brown-out" provision ensures that the platform cannot avoid SLA obligations by technically remaining "online" while being so slow as to be functionally useless. Latency-based downtime is measured from the time our monitoring systems detect sustained latency exceeding the thresholds above until normal performance is restored. To claim a service credit for latency-based downtime, you must submit a request through the Support section within 30 days of the incident, including the dates, times, and specific features affected by the sustained latency.
Paid subscriptions to the Service automatically renew at the end of each billing cycle unless you cancel before the renewal date. In compliance with California Business & Professions Code §17602, California AB 390 (which requires a 15-45 day renewal notice window for subscriptions with a term of one year or more), and New York General Business Law §527, we will send you an email reminder between 15 and 45 days before each annual renewal, including the renewal date, the amount to be charged, and clear instructions on how to cancel. For users with a California billing address, this 15-45 day notice window is specifically required by AB 390 and applies to all subscriptions with a term of one year or more.
You may cancel your subscription at any time through Account Settings → Subscription, or by contacting us through the Support section of the platform. Cancellation takes effect at the end of your current billing period. You will not be charged for the next cycle if you cancel before the renewal date.
You represent and warrant that all content you upload to the Service, including logos, trademarks, images, marketing materials, and franchise listings published on the marketplace, is owned by you or used with the express permission of the rights holder. You are solely responsible for ensuring that your marketplace listings and uploaded content do not infringe the intellectual property rights of any third party, including trademark, copyright, trade dress, or right of publicity claims.
Indemnity: You agree to indemnify, defend, and hold harmless Franchise Builder US, its officers, directors, employees, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your marketplace listings or uploaded content; (b) your violation of these Terms; or (c) your infringement or misappropriation of any third party's intellectual property rights. Franchise Builder US reserves the right to remove or disable access to any content that it believes, in good faith, may infringe third-party rights, and may terminate the accounts of repeat infringers.
Indemnification Procedures: The indemnified party shall: (a) provide the indemnifying party with prompt written notice of any claim for which indemnification is sought (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure); (b) allow the indemnifying party sole control over the defense and settlement of the claim, including the selection of counsel and all negotiation decisions; and (c) provide reasonable cooperation in the defense at the indemnifying party's expense. The indemnified party shall not settle any claim without the indemnifying party's prior written consent, which shall not be unreasonably withheld. The indemnifying party shall not settle any claim in a manner that imposes liability, admission, or obligation on the indemnified party without the indemnified party's prior written consent. This procedure applies to all indemnification obligations under these Terms, including Sections 16, 10.1, 10.2, 24.1, and 28.
DMCA Takedown Portal: Brand owners and rights holders who believe that content on the marketplace infringes their intellectual property may submit a takedown notice through our DMCA Takedown Portal at /legal/dmca. We will review and respond to valid notices in accordance with the Digital Millennium Copyright Act (17 U.S.C. §512) and applicable trademark law. The portal provides a simplified form for submitting notices without requiring a registered account.
The Service provides territory management tools to assist franchisors in defining and assigning geographic territories. However, the territory management features are provided for organizational convenience only and do not constitute legal, surveying, or boundary-determination services.
Franchise Builder US does not guarantee that territories defined using the Service are non-overlapping, legally enforceable, or compliant with your franchise agreements. The platform may not detect all geographic overlaps, boundary ambiguities, or encroachment risks. You are solely responsible for ensuring that territory boundaries are clearly defined, non-conflicting, and consistent with your franchise agreements and applicable law.
To the maximum extent permitted by law, Franchise Builder US disclaims all liability for any disputes, claims, or damages arising from territory boundary conflicts, geographic overlaps, or encroachment between franchisees, including breach of contract claims. You should consult with a qualified franchise attorney and, where appropriate, a professional surveyor to validate territory boundaries before assigning them to franchisees.
Mandatory Dispute Resolution Module: In the event of a territory overlap, boundary ambiguity, or encroachment dispute flagged by the Service's Territory Dispute system, you and your franchisees agree to use the platform's built-in Dispute Resolution Module as the primary venue for good-faith negotiation and resolution before initiating any external legal proceedings. The Dispute Resolution Module provides a structured negotiation log, sign-off tracking, and agreed-boundary documentation to facilitate resolution. You acknowledge that Franchise Builder US is a neutral tool provider and is not a party to any territory dispute between franchisors and franchisees. You agree that Franchise Builder US shall not be named as a party, witness, or third-party defendant in any litigation arising from territory boundary outcomes, and you waive any claim against Franchise Builder US for the results of boundary negotiations conducted through the Dispute Resolution Module. The platform's role is limited to providing organizational and documentation tools; all boundary determinations are made by you and your franchisees.
The Service's Digital Revenue Conflict Resolver allows franchisor administrators to manually override the default digital revenue attribution split when two franchisees dispute a digital sale that crosses territory boundaries. This section establishes the indemnity framework for the platform's role as a neutral facilitator in these split-override decisions.
Neutral Facilitator Role: Franchise Builder US acts solely as a neutral facilitator and documentation tool in inter-franchisee territory disputes. The platform's Digital Revenue Conflict Resolver provides organizational tools — including a negotiation log, sign-off tracking, and manual override capabilities — but does not adjudicate, arbitrate, or render binding decisions on disputed revenue splits. All split-override decisions are made by the franchisor administrator, not by Franchise Builder US.
Split Decision Indemnity: By using the Service, both the franchisor and all franchisees agree that Franchise Builder US is a neutral facilitator in inter-franchisee territory disputes and waive all claims against Franchise Builder US for the outcomes of manual split-override decisions. Neither the franchisor, nor any franchisee, nor any third party may name Franchise Builder US as a party, witness, or third-party defendant in any litigation, arbitration, or mediation arising from a digital revenue split-override decision made through the Service's Digital Revenue Conflict Resolver.
Scope of Indemnity: The franchisor agrees to indemnify, defend, and hold harmless Franchise Builder US from and against any claims by franchisees arising from split-override decisions that the franchisor administrator made using the platform's tools. This includes claims for lost revenue, unjust enrichment, breach of franchise agreement, or tortious interference with franchisee territory rights. The franchisor acknowledges that the split-override tool is a convenience feature and that the franchisor bears sole responsibility for the fairness and legal adequacy of any manual override.
Waiver of Consequential Damages: To the maximum extent permitted by law, both franchisors and franchisees waive any claim for consequential, incidental, special, or punitive damages against Franchise Builder US arising from a split-override decision, including claims for lost profits, lost revenue, or reputational harm. Franchise Builder US's total liability for any claim arising from a split-override decision shall not exceed the amount the franchisor paid Franchise Builder US in the three months preceding the claim.
Binding on Franchisees: The franchisor represents and warrants that its franchise agreements include a provision binding franchisees to this Split Decision Indemnity clause, or that the franchisor will execute a separate acknowledgment with each franchisee incorporating this clause by reference. Franchise Builder US may enforce this clause directly against any franchisee who initiates litigation against the platform arising from a split-override decision.
This section establishes the parties' rights under Section 365(n) of the U.S. Bankruptcy Code (11 U.S.C. § 365(n)) with respect to the software license and data access provided through the Service. This provision is critical to ensure that a bankruptcy trustee cannot terminate the franchisor's access to the FDD Builder and Vault during insolvency proceedings, which would jeopardize the franchisor's ability to maintain compliance documentation.
Intellectual Property License: The parties acknowledge and agree that the software license granted under these Terms, including access to the FDD Builder, Manual Editor, compliance Vault, disclosure receipt logs, and all AI-generated franchise documentation, constitutes a license to "intellectual property" as defined in 11 U.S.C. § 101(35A), which includes computer software, data, and proprietary business systems.
Section 365(n) Election: If Franchise Builder US (as licensor) were to become a debtor in a bankruptcy proceeding and the trustee were to reject the executory contract (license agreement) underlying the Service, the user (as licensee) elects to retain its rights under Section 365(n) of the Bankruptcy Code, including:
Trustee Notice: The user's election under this Section 17.2 shall be deemed made upon the earlier of (a) the trustee's rejection of the executory contract, or (b) the user's written notice of election delivered to the bankruptcy trustee or Franchise Builder US. The user waives any requirement that the election be made within a specific timeframe after rejection, to the extent such waiver is permitted by law.
Survival of Data Access: Notwithstanding any rejection of the license agreement by a bankruptcy trustee, the user's right to access and export Franchisee Data from the Vault shall survive and remain in effect for a minimum of ninety (90) days following the effective date of rejection, during which time the user may download all data in accordance with Section 18. This survival right is intended to preserve the user's ability to maintain franchise compliance documentation during insolvency proceedings.
No Waiver of Cure Rights: Nothing in this section waives the user's right to cure any default under the license agreement in accordance with applicable bankruptcy law. This section is intended solely to preserve the user's Section 365(n) election rights and does not modify any other rights or obligations under these Terms or the Bankruptcy Code.
This section defines the ownership and portability rights for data stored in the Service upon franchise termination or contract end.
System Data: "System Data" means data that is generated, derived, or maintained by the platform itself, including platform analytics, AI model configurations, workflow automation logic, system templates, marketplace listing infrastructure, and aggregated/anonymized operational metrics. System Data is owned by Franchise Builder US and is not exportable upon termination.
Franchisee Data: "Franchisee Data" means data that you or your franchisees create, upload, or input into the Service, including business profiles, manuals, FDDs, training programs, financial models, territory definitions, franchisee CRM records, customer lists, royalty reports, and marketing materials. Franchisee Data is owned by you (the franchisor) or your franchisees as applicable, and Franchise Builder US claims no ownership rights in Franchisee Data.
Customer CRM Data: Customer records, contact information, and sales pipeline data created by or for a franchisee are deemed Franchisee Data and belong to the franchisor unless your franchise agreement specifies otherwise. Franchise Builder US does not adjudicate data ownership disputes between franchisors and franchisees — you are responsible for defining data ownership terms in your franchise agreements.
30-Day Export Window: Upon termination of your subscription or contract, you may request a full export of all Franchisee Data associated with your account through the Support section of the platform. We will provide the export in a machine-readable format (CSV, JSON, or PDF as applicable) within 30 days of your request. After the 30-day export window, we may permanently delete your Franchisee Data, except where retention is required by law or for legitimate business records. System Data is not included in the export and remains the property of Franchise Builder US.
GDPR Article 20 — Machine-Readable Format Guarantee: For users subject to the EU General Data Protection Regulation (GDPR), the platform guarantees that all data portability exports under this Section 18 are provided in a structured, commonly used, and machine-readable format as required by GDPR Article 20(1). Specifically: (a) the Bulk Data Export tool outputs data in standardized JSON schema (UTF-8 encoded, RFC 8259 compliant) with a documented schema definition file included in the export package; (b) CSV exports follow RFC 4180 formatting with UTF-8 encoding and proper quoting/escaping of special characters; (c) the export package includes a schema.json file documenting the structure, field names, data types, and entity relationships of all exported data, enabling automated import into third-party systems; (d) the export is delivered as a downloadable file accessible through a secure, time-limited URL within the 30-day window; and (e) the export includes all personal data processed about the user, organized by entity type (BusinessProfile, Lead, Franchisee, Manual, FDD, etc.) with full field-level granularity. This guarantee satisfies the GDPR Article 20 requirement that data be transmitted "in a structured, commonly used and machine-readable format" and ensures interoperability with third-party data portability tools and CRM systems.
This section defines how Franchisee Data will be handled if your franchisor entity ceases to exist — including through bankruptcy, insolvency, dissolution, liquidation, receivership, or abandonment of the Service account without formal termination. The goal is to prevent franchisee personally identifiable information ("PII") from being left in legal limbo when a franchisor can no longer manage its data obligations.
Notice of Insolvency or Dissolution: If your franchisor entity files for bankruptcy, enters receivership, dissolves, or otherwise ceases operations, you (or your legal representative, trustee, assignee, or liquidator) must notify Franchise Builder US in writing within thirty (30) days of the triggering event through the Support section of the platform or by contacting our legal team. This notice allows us to take appropriate data stewardship actions and prevents the account from being treated as abandoned under standard inactivity policies.
Successor and Assignee Data Transfer: If your franchise system is acquired by, merged into, or assigned to a successor entity as part of a bankruptcy, insolvency, or dissolution proceeding, Franchise Builder US will, upon receipt of a court order, plan of reorganization, or other legally sufficient instrument evidencing the transfer, transfer all Franchisee Data associated with your account to the successor entity — provided the successor entity (a) creates a Franchise Builder US account, (b) agrees to these Terms and our Privacy Policy, and (c) demonstrates the legal authority to assume your franchisee relationships and data processing obligations. Franchise Builder US will cooperate with bankruptcy trustees, receivers, and assignees to facilitate orderly data transfer in accordance with applicable bankruptcy law (11 U.S.C. § 365 and related provisions) and data protection regulations.
Abandoned Account Protocol: If your franchisor account is inactive for a continuous period of one hundred eighty (180) days — meaning no login, no API access, and no response to outreach attempts at the email address on file — and no successor entity has claimed the account, Franchise Builder US will classify the account as "Abandoned." For Abandoned accounts, the following protocol applies: (a) Franchisee Data will be retained for an additional ninety (90) day "Succession Window" during which a successor entity, bankruptcy trustee, or authorized franchisee representative may request data export; (b) after the Succession Window expires, all Franchisee Data — including franchisee PII, financial records, royalty reports, training records, and compliance documentation — will be permanently and irrevocably deleted in accordance with our data retention policies, except where retention is required by law, court order, or legitimate legal hold; (c) System Data and platform analytics will be retained by Franchise Builder US in accordance with our standard records retention schedule.
Franchisee PII Protection: Franchise Builder US recognizes that franchisee PII stored in an abandoned or defunct franchisor's account does not belong to the franchisor as a freely transferable asset — it belongs to the individual franchisees. In the absence of a qualified successor entity, Franchise Builder US will not sell, license, transfer, or otherwise commercialize franchisee PII from a defunct franchisor's account to any third party. If no successor claims the data within the Succession Window, the data will be deleted rather than transferred to an unrelated party. Individual franchisees from a defunct franchisor's system may request export of their own PII records directly from Franchise Builder US during the Succession Window by verifying their identity through the Support section of the platform.
Regulatory and Legal Holds: Notwithstanding the deletion protocol above, Franchise Builder US will retain Franchisee Data from a defunct franchisor's account where retention is required by (a) a legal hold issued in connection with pending or anticipated litigation, (b) a request or order from a governmental or regulatory authority (including bankruptcy courts, the FTC, or state franchise regulators), (c) a data subject access request under GDPR, CPRA, or similar privacy laws, or (d) applicable records retention laws. Data retained under a legal hold will be held only for as long as the hold remains in effect and will be deleted promptly upon release of the hold.
No Data Hostage: Franchise Builder US will not withhold Franchisee Data from a qualified successor entity, bankruptcy trustee, or authorized franchisee representative as leverage for payment of outstanding subscription fees owed by the defunct franchisor. Data access for succession purposes is provided regardless of outstanding account balances, subject only to identity verification and legal authority documentation.
This section establishes the rights of franchisees to access their operational data and manuals in the event that the franchisor entity defaults on platform payments to Franchise Builder US or becomes insolvent, bankrupt, or otherwise unable to maintain its Franchise Builder US subscription. This clause is designed to prevent franchisees from losing access to critical operational documentation — including manuals, training materials, territory definitions, and compliance records — through no fault of their own.
Triggering Events: A "Franchisor-Level Default" occurs when any of the following conditions are met: (a) the franchisor's Franchise Builder US subscription is suspended, terminated, or cancelled for non-payment of subscription fees; (b) the franchisor entity files for bankruptcy, enters receivership, or dissolves; (c) the franchisor account is classified as "Abandoned" under Section 18.1 (180 days of inactivity with no successor entity); or (d) the franchisor otherwise ceases to maintain an active, paid subscription with Franchise Builder US.
60-Day Temporary Access Right: Upon a Franchisor-Level Default, each franchisee of the affected franchisor shall be granted direct, temporary, read-only access to their specific Franchisee Data — including the franchise manuals, training programs, territory definitions, operational checklists, and compliance records that pertain to that franchisee's unit(s) — for a period of sixty (60) days following the triggering event ("Continuity Period"). This access is provided directly between Franchise Builder US and the individual franchisee, without requiring the franchisor's involvement, consent, or payment.
How to Activate: Affected franchisees may request Continuity Period access by contacting Franchise Builder US through the Support section of the platform within fifteen (15) days of the Franchisor-Level Default. The franchisee must verify their identity and provide evidence of their franchise relationship with the affected franchisor (e.g., franchise agreement, FDD receipt, or franchisee ID). Franchise Builder US will grant access within five (5) business days of a verified request.
Scope of Access: During the Continuity Period, franchisees may view, search, and download their specific operational data — but may not create new records, edit existing records, or use active Service features. Access is limited to the franchisee's own unit-level data and does not include access to other franchisees' data, the franchisor's system-wide data, or System Data as defined in Section 18.
Purpose: This Continuity Period is designed to ensure that franchisees can maintain business operations, fulfill regulatory obligations, and transition to alternative documentation systems without interruption. It prevents a franchisor's payment default from cascading into operational disruption for innocent franchisee businesses.
Post-Continuity: After the 60-day Continuity Period expires, franchisee access ceases unless: (a) a successor entity has claimed the franchisor's account under Section 18.1 and the franchisee is onboarded under the successor; (b) the franchisee has executed an independent subscription with Franchise Builder US; or (c) a legal hold requires continued retention under Section 18.1. Franchise Builder US will provide a notice to the franchisee's last-known email address at least seven (7) days before the Continuity Period expires.
No Charge to Franchisees: The 60-day Continuity Period access is provided at no cost to the franchisee. Franchise Builder US will not charge franchisees for this temporary access, regardless of the franchisor's outstanding account balance.
Franchise Builder US processes Data Subject Requests (DSRs) — including requests for access, deletion, rectification, portability, objection, and opt-out of automated decision-making — at no cost to the data subject. This policy applies to all DSRs submitted under the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA/CPRA), the Virginia Consumer Data Protection Act (CDPA), the Colorado Privacy Act (CPA), the Connecticut Data Privacy Act (CTDPA), the Utah Consumer Privacy Act (UCPA), the Texas Data Privacy and Security Act (TDPSA), and all other applicable privacy laws.
Free of Charge: We will process your DSR at no charge, as required by GDPR Article 12(5), CCPA § 1798.105, and comparable provisions under state privacy laws. You will not be asked to pay any fee for submitting, verifying, or fulfilling a reasonable DSR.
Manifestly Unfounded or Excessive Requests: In accordance with GDPR Article 12(5) and similar provisions under state privacy laws, Franchise Builder US reserves the right to charge a reasonable fee — based on the administrative cost of processing the request — or refuse to act on a request that is manifestly unfounded or excessive. A request may be considered manifestly unfounded or excessive if, for example: (a) it is repetitive in nature (e.g., the same request has been submitted multiple times within a short period); (b) it requests an unreasonable volume of data or requires disproportionate effort to fulfill; (c) it is submitted for harassment or malicious purposes; or (d) it duplicates a request that has already been fulfilled. If we determine that a request is manifestly unfounded or excessive, we will notify you of the reason for our determination and inform you of your right to lodge a complaint with the relevant supervisory authority.
Identity Verification: We may request reasonable information to verify your identity before processing a DSR. Identity verification is provided at no cost. We will not charge a fee for the verification process itself.
This section establishes a specific, binding timeline for the permanent deletion of all franchisor data when a franchisor stops paying for the Service and disappears without formally terminating the account or requesting a data export. This clause is designed to prevent the platform from bearing permanent, indefinite storage liability for defunct or abandoned franchisor accounts that have no active subscription and no ongoing business relationship with Franchise Builder US.
Account Expiration Defined: "Account Expiration" means the earlier of: (a) the franchisor's subscription being cancelled, suspended, or terminated for non-payment; (b) the franchisor entity filing for bankruptcy, entering receivership, or dissolving; or (c) the franchisor account being classified as "Abandoned" under Section 18.1 (180 days of continuous inactivity with no login, API access, or response to outreach).
180-Day Deletion Timeline: Upon Account Expiration, Franchise Builder US will retain all Franchisee Data associated with the expired account for a period of one hundred eighty (180) days ("Abandonment Retention Period"). During this period: (a) the franchisor or an authorized successor may request a full data export through the Support section of the platform; (b) individual franchisees from the affected system may request export of their own PII under Section 18.1; and (c) bankruptcy trustees, receivers, or assignees may request data transfer under Section 18.1. If no export request is received within the 180-day Abandonment Retention Period, Franchise Builder US shall permanently and irrevocably delete all Franchisee Data associated with the expired account — including business profiles, manuals, FDDs, training programs, financial models, territory definitions, franchisee CRM records, customer lists, royalty reports, marketing materials, compliance snapshots, disclosure receipts, and all other franchisor-created or franchisor-uploaded content.
Notice of Deletion: Franchise Builder US will send a written notice of the scheduled deletion to the franchisor's last-known email address at least thirty (30) days before the end of the Abandonment Retention Period. The notice will include: (a) the scheduled deletion date; (b) instructions for requesting a data export before deletion; (c) a reminder that individual franchisees may request their own PII directly; and (d) a statement that failure to request an export before the deletion date will result in permanent, irreversible data loss. If the email bounces or is undeliverable, Franchise Builder US will attempt to contact the franchisor through any other contact method on file. The deletion shall proceed regardless of whether the notice is successfully delivered, provided Franchise Builder US made commercially reasonable efforts to send it.
No Permanent Storage Obligation: Franchise Builder US has no obligation to store, maintain, or preserve Franchisee Data beyond the 180-day Abandonment Retention Period for accounts that have expired and received no export request. This clause expressly supersedes any contrary implication from Section 18 (Data Ownership and Portability) or Section 18.1 (Succession and Liquidation) that might be read to require indefinite data retention. The 90-day Succession Window in Section 18.1 runs concurrently with — and is subsumed by — this 180-day Abandonment Retention Period for accounts that expire due to non-payment or abandonment.
Exceptions — Legal Holds: Notwithstanding the 180-day deletion timeline, Franchise Builder US will retain Franchisee Data beyond the deletion date where retention is required by: (a) a legal hold issued in connection with pending or anticipated litigation; (b) a request or order from a governmental or regulatory authority (including bankruptcy courts, the FTC, or state franchise regulators); (c) an active Data Subject Request under GDPR, CPRA, or similar privacy laws that has not yet been fulfilled; or (d) applicable records retention laws. Data retained under a legal hold will be held only for as long as the hold remains in effect and will be deleted promptly upon release of the hold.
System Data Retention: System Data (as defined in Section 18) — including platform analytics, AI model configurations, workflow automation logic, system templates, and aggregated/anonymized operational metrics — is owned by Franchise Builder US and is not subject to this deletion timeline. System Data will be retained or deleted in accordance with Franchise Builder US's standard records retention schedule, independent of any franchisor account expiration.
No Recovery After Deletion: Once Franchisee Data is permanently deleted under this section, it cannot be recovered by Franchise Builder US, the franchisor, or any third party. Franchise Builder US is not liable for any damages, losses, or business interruption arising from the deletion of Franchisee Data in accordance with this section, provided that the deletion was performed in good faith after the 180-day Abandonment Retention Period expired with no export request received.
The Service operates on servers located in the United States. If you or your franchisees are located in the European Union, the United Kingdom, or Switzerland, your personal data will be transferred to the United States for processing. We ensure these transfers comply with applicable data protection laws through the following mechanisms:
EU-U.S. Data Privacy Framework: Franchise Builder US self-certifies under the EU-U.S. Data Privacy Framework (DPF), the UK Extension, and the Swiss-U.S. DPF. We adhere to the DPF Principles for all personal data received from these jurisdictions. For more details, see our Privacy Policy.
Standard Contractual Clauses (Current Versions): For data transfers not covered by the DPF, we rely on the following lawful transfer mechanisms, each as currently in force:
We conduct periodic document audits to ensure the most recent versions of the EU SCCs (2021), the UK Addendum (March 2022), and Swiss equivalents are dynamically inserted into all franchisor and franchisee agreements at the time of execution. These clauses are incorporated by reference into our standard franchisor and franchisee agreements, ensuring that all parties who process personal data through the Service do so under appropriate safeguards.
Franchisee Obligations: Franchisees located in the EU, UK, or Switzerland must execute Standard Contractual Clauses as part of their franchise agreement. Franchisors are responsible for ensuring that their franchisees' data processing activities comply with applicable cross-border transfer requirements, and Franchise Builder US provides the SCC framework to facilitate this compliance.
The Service uses artificial intelligence models to assist in generating franchise documentation, training materials, marketing content, and other business materials. This clause governs how your proprietary content may be used to improve the platform's underlying AI models.
Default — Training Permitted: Unless you opt out, Franchise Builder US may use your proprietary content — including franchise manuals, FDD sections, business plans, training programs, financial models, and marketing materials — to fine-tune, improve, and develop the underlying LLM models that power the Service. Your content is used solely to improve model quality and domain expertise for franchise-related tasks, and is never sold or licensed to third parties as training data.
Opt-Out Mechanism: You may opt out of AI model training at any time by enabling the "Opt-Out of AI Model Training" toggle in the Owner Console (Settings → AI Training Opt-Out). When enabled, your content will still be processed as necessary to deliver the Service (e.g., generating drafts, answering queries), but will not be retained or used for model fine-tuning or improvement purposes. The opt-out takes effect within 30 days of activation and applies prospectively to all content created or uploaded after the opt-out date.
No Impact on Service: Opting out of AI training does not degrade your access to or quality of the Service's AI generation features. Your AI-assisted content generation will continue to use the same models with the same capabilities — only the retention of your content for training purposes is affected.
Data Retention for Training: Content used for model training may be retained in de-identified or aggregated form for the model improvement lifecycle. Upon opt-out, we will cease using your identifiable content for training within 30 days, though previously aggregated or de-identified model weights that incorporated your content cannot be reverse-engineered or extracted.
Franchisee vs. Franchisor Rights: If you are a franchisee, your franchisor's AI training opt-out setting does not automatically apply to your franchisee-level content. Each franchisee may independently opt out through their own account settings. Franchisors are responsible for informing franchisees of their data rights under this clause.
The Service uses artificial intelligence (InvokeLLM) to assist in generating franchise manuals, FDD sections, training materials, and other documentation. AI-generated content may contain hallucinated, fictional, outdated, or incorrect legal and regulatory citations, including but not limited to citations to statutes, regulations, case law, agency guidance, and legal standards that do not exist, have been superseded, or have been misapplied.
Full Risk of Accuracy: You bear the full and exclusive risk of accuracy for any legal or regulatory citation generated by the Service's AI tools. Franchise Builder US does not verify, warrant, or guarantee the correctness, completeness, or currency of any AI-generated legal citation. You must independently verify every legal and regulatory citation against primary sources (official statutes, regulations, court records, and agency publications) before relying on, distributing, or filing any document that contains such citations.
No Legal Advice: AI-generated citations and legal references are not legal advice and do not create an attorney-client relationship. You should have all AI-generated documents containing legal citations reviewed by a qualified franchise attorney licensed in the relevant jurisdiction before use. Franchise Builder US disclaims all liability for any damages, claims, regulatory penalties, or legal consequences arising from reliance on hallucinated or incorrect legal citations in AI-generated content, including but not limited to claims under the IP Indemnity clause (Section 16) to the extent such claims arise from AI-generated citations.
Zero Indemnity for AI-Generated Legal Citations (Absolute): Notwithstanding any other provision of these Terms — including but not limited to Section 11 (Limitation of Liability), Section 16 (IP Indemnity and DMCA Takedown), or any other indemnification, defense, contribution, or hold-harmless obligation contained herein or implied by law — Franchise Builder US provides ZERO indemnity, defense, or hold-harmless obligation for any and all damages, claims, liabilities, costs, or expenses of any kind whatsoever arising from or related to hallucinated, fictional, incorrect, outdated, superseded, or non-existent legal authorities, statutes, regulations, case law, agency guidance, or legal standards generated, cited, or referenced by the Service's AI tools. This zero-indemnity provision is absolute and unconditional, applies regardless of the cause of action asserted (including contract, tort, strict liability, statutory, regulatory, or any other theory of liability), applies regardless of whether the hallucinated citation was incorporated into a contract, filing, disclosure document, or other instrument, and survives termination of these Terms. You acknowledge that AI-generated legal citations are provided "as is" without any accuracy warranty, express or implied, and that the full and exclusive risk of relying on any AI-generated legal citation — including the risk of regulatory penalties, malpractice claims, contract invalidity, or any other legal consequence — is solely yours. Franchise Builder US shall be held harmless from any and all such claims in every circumstance.
Franchise Builder US is a software-as-a-service platform and does not act as a money transmitter, payment intermediary, or funds custodian for franchise royalty payments, fees, or other financial transfers between franchisors and franchisees.
Direct Payment Architecture: The platform does not collect, hold, pool, transmit, or disburse franchisee funds on behalf of franchisors. All franchise royalty payments, advertising fund contributions, initial franchise fees, and other financial obligations between a franchisee and franchisor flow directly between the parties' own bank accounts and payment processors. Franchise Builder US's royalty reporting and invoicing tools generate invoices and track payment status for record-keeping purposes only — the platform does not facilitate the actual movement of funds between franchisees and franchisors.
No Money Transmission License Required: Because Franchise Builder US does not receive, hold, or transfer funds on behalf of third parties, it is not engaged in money transmission and does not hold money transmitter licenses under federal (31 U.S.C. § 5330) or state money transmitter laws. The platform's Wix Payments integration processes only the franchisor's own subscription payments to Franchise Builder US for the SaaS service — it does not process or intermediate franchisee-to-franchisor financial transactions.
Franchisor Responsibility: Franchisors are solely responsible for establishing and maintaining their own payment processing relationships with franchisees, including ACH, wire transfer, credit card processing, or other payment methods. Franchise Builder US's tools may generate invoices and track payment status, but the actual collection and disbursement of franchise fees is the franchisor's responsibility. Franchisors who choose to use third-party payment processors to collect royalties from franchisees are responsible for ensuring their chosen processor holds appropriate money transmitter licenses if required by law.
The Service enables franchisors to initiate ACH (Automated Clearing House) debits for royalty collections from franchisee bank accounts, subject to NACHA Operating Rules. Under NACHA rules, a consumer (franchisee) may dispute an ACH debit as "unauthorized" for up to sixty (60) days after the transaction date, creating a clawback exposure for the franchisor even after funds have been received and credited.
ACH Reversal Indemnity: By authorizing ACH-based royalty collection, the franchisee warrants that all bank account authorizations provided to the franchisor for ACH debit purposes shall remain valid and unrevoked for a minimum of ninety (90) days following each transaction. The franchisee agrees to indemnify, defend, and hold harmless the franchisor from and against any ACH reversal, return, or chargeback initiated within the NACHA 60-day return window where the franchisee's bank authorization was valid at the time of the debit. This indemnity covers the full amount of the reversed ACH debit, any return fees charged by the franchisor's bank, and reasonable administrative costs associated with contesting or processing the reversal.
Franchisor Responsibility: The franchisor acknowledges that ACH debits are subject to NACHA return codes (R10 — unauthorized, R11 — authorization revoked, R38 — stop payment) and that the franchisor bears the risk of ACH reversals within the 60-day window. The franchisor should maintain sufficient reserves to cover potential ACH reversals and should verify franchisee bank account ownership before initiating ACH debits. The platform's micro-deposit verification feature (Safeguard 48) helps reduce but does not eliminate the risk of unauthorized ACH return claims.
The Service provides sales tax calculation tools that compute applicable sales tax on royalty payments, franchise fees, and other franchise-related transactions based on nexus configurations and tax-exempt status classifications that you (the franchisor) provide to the platform. While Franchise Builder US integrates with third-party tax calculation engines (such as Avalara or similar services) to perform the actual tax computation, the accuracy of the tax calculation depends entirely on the accuracy and completeness of the nexus data, tax-exempt status classifications, and jurisdictional configuration that you provide.
Franchisor Sole Responsibility for Nexus Data: You acknowledge and agree that you are solely responsible for the accuracy, completeness, and currency of all nexus configurations, tax-exempt status classifications, jurisdictional registrations, and tax-related settings you provide to the Service. Franchise Builder US does not verify, audit, or independently confirm the correctness of your nexus configurations or tax-exempt classifications, and shall have no liability for any tax miscalculation, underpayment, overpayment, penalty, interest, or audit assessment resulting from incorrect, incomplete, outdated, or misconfigured franchisor-provided nexus data.
Indemnity for Tax Miscalculation from Nexus Data: You agree to indemnify, defend, and hold harmless Franchise Builder US, its officers, directors, employees, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and accounting fees) arising out of or relating to any tax miscalculation, underpayment, overpayment, penalty, interest charge, or audit assessment that results, in whole or in part, from (a) incorrect nexus configurations you provided to the Service; (b) inaccurate tax-exempt status classifications; (c) your failure to update nexus data when your business activities, locations, or registration status change; (d) your failure to register in jurisdictions where you have nexus; or (e) any other error or omission in the franchisor-provided tax configuration data. This indemnity applies regardless of whether the tax calculation engine (e.g., Avalara) performed the computation correctly given the (incorrect) inputs you provided — the franchisor bears sole responsibility for the accuracy of all inputs to the tax calculation process.
No Tax Advice: The Service's tax calculation tools are automated computation engines, not tax advisory services. Franchise Builder US does not provide tax advice, nexus determinations, or tax-exempt status certifications. You should consult with a qualified tax professional or CPA to determine your correct nexus footprint, tax-exempt classifications, and registration obligations. The platform's tax tools are provided "as is" without warranty of any kind regarding the accuracy of tax calculations based on franchisor-provided configuration data.
Three-Way Tax Indemnity — Franchisee Tax-Exempt Status Errors: In the event that a franchisee's invalid, expired, or misapplied tax-exempt status certificate causes the platform to miscalculate sales tax on royalty invoices or franchise-related transactions — resulting in tax penalties, interest charges, or audit assessments against the platform or the franchisor — the franchisee shall indemnify, defend, and hold harmless both Franchise Builder US (the platform) and the franchisor from and against all such claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and accounting fees). This three-way pass-through indemnity requires the franchisee to bear ultimate responsibility for the accuracy of its own tax-exempt status certifications, and ensures that neither the platform nor the franchisor absorbs liability for tax penalties arising from a franchisee's invalid tax-exemption certificate. The franchisor agrees to reasonably cooperate in enforcing this indemnity against franchisees, including providing the franchisee's tax-exempt certificate documentation and communication records upon request.
Franchise Builder US recognizes that enterprise franchisors may require assurance regarding the security posture of the SaaS provider that processes their franchisee data, financial records, and compliance documentation. This section establishes your right to audit our security practices.
SOC 2 Type II Report: Upon written request and subject to a mutually acceptable confidentiality (non-disclosure) agreement, Franchise Builder US will provide enterprise-tier franchisors with a copy of our most recent SOC 2 Type II report covering the security, availability, and confidentiality of the Service. Requests may be submitted through the Support section of the platform or by contacting our security team. We will provide the report within thirty (30) days of receiving a completed request and executed NDA.
Annual Penetration Test Results: Franchise Builder US engages qualified third-party security firms to conduct annual penetration testing of the Service. Enterprise-tier franchisors may request a summary of the most recent penetration test findings, including remediation status for any identified vulnerabilities. The summary will be provided under the same confidentiality terms as the SOC 2 report and within thirty (30) days of request.
Frequency and Scope: SOC 2 Type II reports are produced annually, and penetration testing is conducted at least once per calendar year. The scope of these audits covers the production infrastructure, application security, access controls, and data protection measures relevant to Franchisee Data processed through the Service.
Limitations: Audit materials are provided for your internal risk assessment purposes only and may not be shared with third parties (other than your own auditors or legal advisors bound by equivalent confidentiality obligations) without our prior written consent. If your organization requires a more extensive security assessment, on-site audit, or customized security questionnaire response, we will make commercially reasonable efforts to accommodate such requests, subject to scheduling, scope limitations, and potential additional fees to be agreed upon in advance.
Remediation Commitments: If a security audit or report identifies material vulnerabilities affecting the confidentiality, integrity, or availability of Franchisee Data, Franchise Builder US will remediate such vulnerabilities within a commercially reasonable timeframe consistent with industry-standard severity-based remediation timelines. We will provide status updates upon request for any critical or high-severity findings affecting your data.
Survival of Audit Rights Post-Termination: Notwithstanding Section 9 (Termination) or Section 18 (Data Ownership and Portability), your right to audit Item 19 financial performance data logs, compliance snapshots, disclosure receipts, and data integrity records shall survive termination of your subscription for a period of three (3) years following the effective date of termination. During this survival period, you may request — through the Support section of the platform — audit-level access to the Item 19 data logs, compliance snapshot archives, and data integrity and access logs that were generated during your active subscription period. Franchise Builder US will provide such records within sixty (60) days of a verified request, subject to the same confidentiality terms set forth in this Section 23. This survival clause ensures that you can defend against post-termination regulatory inquiries, franchisee disputes, or legal claims that require evidence of the integrity and accuracy of financial performance representations made during your subscription period. After the three-year survival period expires, Franchise Builder US may permanently delete such logs in accordance with our data retention policies, except where retention is required by law, court order, or legal hold.
The Service processes subscription payments through Wix Payments (branded to users as "Base44 Payments"), a payment processing service provided by Wix.com, Inc. ("Wix Payments" or the "Payment Processor"). By making any payment through the Service — including subscription fees, one-time build-out fees, marketplace listing tier upgrades, and any other paid features — you agree that your payment is subject to the Wix Payments Terms of Service, the Wix Payments Privacy Policy, and all applicable Wix Payments policies, each as published by Wix.com, Inc. and as may be updated from time to time.
Incorporation by Reference: The Wix Payments Terms of Service, available at https://www.wix.com/payments/terms-of-use, are hereby incorporated into these Terms by reference as if fully set forth herein. This includes, without limitation: (a) Wix Payments' acceptable use policies and prohibited business categories; (b) Wix Payments' chargeback, dispute, and refund policies; (c) Wix Payments' fraud prevention and risk monitoring terms; (d) Wix Payments' data processing and PCI-DSS compliance obligations; and (e) Wix Payments' right to suspend, freeze, hold, or reverse transactions in accordance with its own risk and compliance policies.
Processor-Initiated Holds and Suspensions: You acknowledge that Wix Payments, as an independent payment processor, may — at its sole discretion and in accordance with its own terms — freeze, hold, delay, reverse, or refuse to process any payment associated with your account if it determines, in good faith, that the transaction poses a fraud, compliance, chargeback, or regulatory risk. Franchise Builder US does not control, influence, or override Wix Payments' risk decisions, fraud determinations, or compliance holds. Franchise Builder US expressly disclaims all liability for any damages, business interruption, lost revenue, delayed access, or other consequences arising from a Wix Payments-initiated hold, freeze, suspension, or reversal of funds — including holds triggered by franchise-related risk classifications, high chargeback ratios, or prohibited business category determinations under Wix Payments' internal policies.
No Agency Relationship: Franchise Builder US acts solely as a platform integrator that connects the Service to Wix Payments for payment processing convenience. Franchise Builder US is not an agent, partner, joint venturer, or representative of Wix Payments, and has no authority to bind Wix Payments or modify its terms. Any dispute regarding a payment hold, freeze, chargeback, or refund must be resolved directly between you and Wix Payments in accordance with the Wix Payments Terms of Service. Franchise Builder US will reasonably cooperate with your inquiries but cannot compel Wix Payments to release held funds or reverse its risk decisions.
Franchise-Related Risk: You acknowledge that franchise sales and franchise-related transactions may be classified by payment processors as higher-risk categories due to the prevalence of franchise fraud, business opportunity scams, and regulatory enforcement actions in the franchise industry. Wix Payments may apply enhanced due diligence, rolling reserves, delayed payouts, or transaction limits to franchise-related payments. Franchise Builder US is not responsible for any such risk-based restrictions imposed by the Payment Processor, and you waive any claim against Franchise Builder US for damages arising from the Payment Processor's risk management decisions.
Alternative Payment Arrangements: If Wix Payments is unavailable, suspended, or declines to process payments for your account, Franchise Builder US may, at its discretion, offer alternative payment arrangements. However, Franchise Builder US is not obligated to provide the Service on credit terms or without active payment processing. Your obligation to pay subscription fees remains in effect regardless of any Payment Processor disruption.
This section defines the allocation of risk and administrative costs for chargebacks initiated through the Payment Processor (Wix Payments / Base44 Payments) in connection with subscription fees, one-time build-out fees, marketplace listing tier upgrades, and any other payments processed through the Service.
Primary Financial Responsibility: You (the franchisor) bear primary financial responsibility for all chargebacks initiated in connection with your account, including chargebacks arising from disputes over franchise fees, subscription fees, build-out fees, or any other charges processed through the Service. You acknowledge that franchise-related transactions may be classified as higher-risk by payment processors, and that chargebacks for large franchise fees (including initial build-out fees and annual subscriptions) can result in significant financial and administrative burdens.
Chargeback Indemnity: You agree to indemnify, defend, and hold harmless Franchise Builder US, its officers, directors, employees, and affiliates from and against any and all chargebacks, disputes, reversals, fines, penalties, and administrative costs (including reasonable attorneys' fees) arising from or related to payments processed through your account. This indemnity includes, without limitation: (a) the full amount of any chargeback or reversed transaction; (b) any chargeback fees imposed by the Payment Processor; (c) any fines or penalties imposed by the Payment Processor for excessive chargeback ratios; (d) any costs associated with responding to chargeback disputes, including documentation preparation and submission; and (e) any losses resulting from account holds, freezes, or terminations triggered by chargeback activity.
Chargeback Administrative Fee: In addition to the amounts described above, you agree to pay Franchise Builder US a Chargeback Administrative Fee of $250.00 per chargeback to cover the administrative costs of processing, investigating, and responding to each chargeback dispute. This fee covers the cost of compiling transaction records, communication logs, delivery confirmations, and other documentation necessary to contest or process the chargeback. This fee is in addition to any fees charged by the Payment Processor itself and is due within thirty (30) days of the chargeback being initiated. Franchise Builder US reserves the right to deduct this fee from any outstanding balance or future credits on your account.
Chargeback Prevention Obligations: You agree to take commercially reasonable steps to prevent chargebacks, including: (a) clearly disclosing all fees, billing terms, and cancellation policies before processing payment; (b) maintaining accurate billing records and delivery confirmations; (c) responding to customer billing inquiries within two (2) business days; (d) processing refund requests in accordance with our Refund Policy before the customer initiates a chargeback; and (e) maintaining a chargeback ratio below the threshold established by the Payment Processor (typically 1% of total transaction volume). Failure to maintain a chargeback ratio below the Payment Processor's threshold may result in account suspension or termination.
No Set-Off Against Subscription Fees: You may not withhold, set off, or deduct chargeback amounts from your subscription fees owed to Franchise Builder US. Your obligation to pay subscription fees is independent of any chargeback dispute, and the two shall not be offset against each other except as expressly provided in this Section or our Refund Policy.
Cooperation with Dispute Resolution: You agree to cooperate in good faith with any chargeback dispute process, including providing transaction documentation, communication records, and delivery confirmations within five (5) business days of a request from Franchise Builder US or the Payment Processor. Failure to provide requested documentation may result in the chargeback being resolved in the customer's favor, and you will remain liable for all resulting costs and fees.
The Service's Broker Network allows franchise brokers to represent multiple franchisor brands simultaneously. While this multi-brand representation is a core feature of the Broker Network, it creates a significant risk that a broker may use the platform to "poach" successful franchisees from one franchisor brand to another — i.e., soliciting a franchisee who signed with Brand A through the platform to instead invest in Brand B, leveraging the broker's visibility into the franchisee's financial capacity, territory interest, and pipeline status. This section establishes a platform-wide non-solicitation prohibition with liquidated damages to protect franchisors from cross-brand poaching by brokers using the Service.
Platform-Wide Non-Solicitation Obligation: By registering as a broker on the Franchise Builder US Broker Network, the broker agrees that, for the duration of their broker registration and for a period of two (2) years following the termination or expiration of their broker registration (the "Restricted Period"), the broker shall not directly or indirectly solicit, recruit, encourage, or refer any franchisee or lead that was introduced to the broker through the Service in connection with one franchisor brand to invest in, purchase, or join a different franchisor brand also listed on the Service or known to the broker through their use of the Service. This prohibition applies regardless of whether the franchisee has an active franchise agreement with the original brand, has terminated their agreement, or is exploring additional franchise opportunities.
Scope of Prohibition: The non-solicitation obligation specifically prohibits the following conduct when facilitated by information or relationships obtained through the Service: (a) contacting a franchisee or lead from Brand A to recommend or refer them to Brand B; (b) sharing a franchisee's or lead's contact information, financial capacity data, or territory interest data from one brand's pipeline with a different brand; (c) using a franchisee's stated interest in one brand to market a competing brand to that same franchisee; (d) cross-referencing leads between brands to identify franchisees who were rejected by one brand and targeting them for another brand; and (e) using the platform's lead scoring, financial capacity, or territory interest data to identify "high-fit" franchisees for poaching to alternative brands.
Liquidated Damages: The parties acknowledge that cross-brand poaching causes significant and difficult-to-quantify harm to the affected franchisor, including lost franchise fee revenue, lost royalty streams, reputational damage, and disruption of franchisee relationships. Accordingly, the broker agrees to pay liquidated damages in the amount of the greater of (a) the full initial franchise fee that the poached franchisee paid to the original brand, or (b) Fifty Thousand Dollars ($50,000) per violation, payable to the affected franchisor within thirty (30) days of written demand. The parties agree that this liquidated damages amount is a reasonable estimate of the actual harm caused by a single poaching violation and is not a penalty. Franchise Builder US may, at its discretion, assist the affected franchisor in enforcing this provision by providing audit logs, lead assignment records, and broker activity data from the Service.
Broker Compliance Acknowledgment: Brokers must acknowledge and accept this Platform-Wide Non-Solicitation obligation as a condition of registering on the Broker Network. The acknowledgment is captured electronically at the time of broker registration and is stored in the broker's compliance record. Brokers who decline to accept this obligation may not register on the Broker Network.
Enforcement and Termination: If Franchise Builder US determines, in good faith, that a broker has violated this non-solicitation obligation, Franchise Builder US may, without limiting the affected franchisor's right to pursue liquidated damages: (a) immediately terminate the broker's registration on the Broker Network; (b) disable the broker's access to all lead pipelines, franchisee data, and brand information on the Service; (c) notify all franchisor brands on the Service of the violation; and (d) permanently bar the broker from re-registering on the Broker Network. Franchise Builder US will provide the broker with written notice of the violation and an opportunity to respond within five (5) business days before taking enforcement action, except where the violation is ongoing and immediate action is necessary to prevent further harm.
Audit Rights: Franchise Builder US may audit broker activity on the Service — including lead assignments, communications, referral patterns, and cross-brand data access — to detect potential non-solicitation violations. Brokers consent to such audits as a condition of using the Broker Network. Audit findings may be shared with affected franchisors to support their enforcement of this provision.
Franchisor Reporting: Franchisors who suspect a broker has violated this non-solicitation obligation may report the violation through the Support section of the platform. Franchise Builder US will investigate reported violations in good faith and take appropriate enforcement action if a violation is confirmed.
Severability and Blue Pencil: If the two-year Restricted Period, the liquidated damages amount, or any other provision of this non-solicitation section is deemed unenforceable by a court of competent jurisdiction — including unenforceability under California law, which restricts non-solicitation provisions that are not narrowly tailored to protect trade secrets — the court is hereby authorized to "blue pencil" (i.e., modify) the provision to the maximum extent permitted by applicable law, including reducing the Restricted Period, modifying the scope of prohibited activities, or adjusting the liquidated damages amount, rather than voiding the provision entirely. The remaining provisions of this section shall continue in full force and effect. This blue pencil clause is specifically intended to address the unenforceability of broad non-solicitation provisions in jurisdictions such as California (Cal. Bus. & Prof. Code § 16600) by allowing courts to narrow the scope to protect only the platform's legitimate trade secrets and confidential information.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms (excluding payment obligations for services already rendered) where such failure or delay arises from causes beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, earthquakes, fires, floods, severe weather events, epidemics, pandemics, public health emergencies, and government-mandated shutdowns or quarantines in response thereto (including those declared under the Public Health Service Act, the Stafford Act, or similar federal, state, or foreign authorities), terrorism, war, armed conflict, civil unrest, riots, labor disputes (not involving the affected party's own employees), strikes, embargoes, governmental actions, orders, or regulations, and upstream cloud provider and third-party infrastructure outages — including failures, interruptions, or degradations of Amazon Web Services (AWS), Wix.com infrastructure, Wix Payments, content delivery networks (CDNs), domain name system (DNS) providers, internet backbone networks, telecommunications carriers, or other third-party hosted services on which the Service depends.
Cyber-Attack and Data Breach Exclusion: Cyber-attacks, data breaches, ransomware incidents, malware infections, phishing campaigns, unauthorized access events, and similar cybersecurity incidents are expressly excluded from the definition of Force Majeure and shall not excuse or delay the performance of either party's obligations under these Terms. This exclusion applies regardless of the origin or sophistication of the attack. The sole exception to this exclusion is a state-sponsored act of war in the form of a cyber-attack that (a) is attributable to a nation-state or its instrumentalities under applicable international law, (b) exceeds industry-standard defensive capabilities, and (c) could not have been prevented by reasonable implementation of the security measures described in the platform's Security Policy. In such an exceptional case, the force majeure provisions may apply. For the avoidance of doubt, a cyber-attack resulting from the platform's failure to follow its own Security Policy — including failure to apply security patches, failure to maintain firewalls, failure to enforce access controls, or failure to implement the safeguards described in the Security Policy — is never a force majeure event, and the platform remains fully liable for any resulting damages notwithstanding any other provision of these Terms.
Notice and Mitigation: The affected party shall notify the other party promptly after becoming aware of a force majeure event, shall use commercially reasonable efforts to mitigate its impact, and shall resume performance as soon as reasonably practicable after the event ceases. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the subscription without penalty by providing written notice, and you will receive a pro-rated refund of any prepaid fees for the portion of the billing period affected by the termination.
No Relief from Payment for Services Rendered: Force majeure does not excuse payment obligations for services already rendered or subscription fees accrued prior to the force majeure event. The occurrence of a Force Majeure Event shall not excuse or delay any of User's payment obligations under this Agreement. Force majeure also does not excuse any obligation to protect or return Franchisee Data in accordance with Section 18 (Data Ownership and Portability).
Third-Party AI Model Provider Outages — Excusable Delays: The Service relies on third-party AI model providers (including but not limited to OpenAI, Google, Anthropic, and other LLM providers) for AI-assisted content generation, document drafting, and other AI-powered features. Outages, degradations, rate limiting, or service interruptions of these third-party AI model providers are classified as "Excusable Delays" under this Force Majeure section and are not subject to standard service credit penalties under any Service Level Agreement (SLA). Franchise Builder US distinguishes between (a) platform-native downtime — outages of Franchise Builder US's own infrastructure, application servers, and databases, which are subject to SLA service credits — and (b) upstream AI model provider outages, which are beyond Franchise Builder US's reasonable control and are treated as Excusable Delays. During an AI model provider outage, Franchise Builder US will use commercially reasonable efforts to route requests to alternative model providers where available, but does not guarantee uninterrupted AI service availability. SLA service credits apply only to platform-native downtime and do not apply to degraded or unavailable AI-assisted features caused by third-party model provider outages.
The Service uses artificial intelligence to assist in generating franchise manuals, training materials, marketing content, FDD sections, and other business documents. While these Terms assign ownership of Franchisee Data (including AI-assisted content) to you, Franchise Builder US does not guarantee the copyrightability or registrability of any AI-generated content under current United States Copyright Office (USCO) guidance.
USCO Guidance on AI-Generated Works: The U.S. Copyright Office has repeatedly held that works generated entirely by artificial intelligence, without significant human authorship, are not eligible for copyright protection. In its March 2023 Copyright Registration Guidance and subsequent policy statements, the USCO clarified that copyright can protect only material that is the product of human creativity and that AI-generated outputs lacking significant human creative control may be refused registration. The threshold for "human authorship" requires that a human exercised creative control over the work's expression — not merely selected prompts, reviewed output, or made minor edits.
No Guarantee of Copyrightability: Franchise Builder US makes no representation or warranty that any AI-generated manual, chapter, training program, marketing asset, or other content produced through the Service will be eligible for copyright registration, will be treated as a "work made for hire," or will enjoy the protections of U.S. or foreign copyright law. Content that is primarily AI-generated may be denied copyright protection, may enter the public domain upon creation, and may not be enforceable against third-party copying or use.
Recommendation — Significant Human Authorship: To maximize the likelihood of copyright protection for AI-assisted content, you should ensure that a human author exercises significant creative control over the final work — including substantial original writing, structural editing, and creative selection and arrangement of content — rather than accepting AI-generated drafts with only minor modifications. The platform's Attorney Review Gate and Delta Report features are designed to document human edits to AI-generated drafts, which may support claims of human authorship. However, documentation of edits does not guarantee that the USCO will find the resulting work sufficiently original for registration.
No Liability for Registration Denial: Franchise Builder US disclaims all liability for any damages, losses, or inability to enforce rights arising from the denial of copyright registration for AI-generated content, including but not limited to the inability to prevent third-party copying, loss of licensing revenue, or invalidation of "work made for hire" designations. You are solely responsible for evaluating whether your use of AI-generated content meets the human authorship threshold and for consulting with a qualified intellectual property attorney before relying on copyright protection for any AI-assisted work product.
If you have questions about these Terms, please contact us through the Support section of the platform.
You acknowledge that the Service's AI-generated operational manuals, training materials, and safety instructions may contain errors, omissions, or fabricated content ("hallucinations") that could pose risks to health and safety if relied upon without human review. While Franchise Builder US disclaims accuracy and provides AI-generated content as a starting point for your review, you bear sole responsibility for reviewing, editing, and verifying all AI-generated safety-critical content before distributing it to franchisees, employees, or third parties.
Reverse Indemnity — Bodily Injury Claims: You agree to indemnify, defend, and hold harmless Franchise Builder US, its officers, directors, employees, and affiliates from and against any and all claims, lawsuits, damages, settlements, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to bodily injury, death, or property damage caused by your distribution or implementation of AI-generated operational manuals, training materials, or safety instructions that you failed to review, edit, or verify before use. This indemnity applies specifically to claims arising from unreviewed AI-generated content that you published or distributed through your franchise system. Franchise Builder US's disclaimers of accuracy do not relieve you of your duty to review AI-generated content before relying on it for safety-critical operations.
Where a franchise sale facilitated through the Broker Network is rescinded due to a platform-level failure — including but not limited to a disclosure clock malfunction, FDD delivery error, or regulatory non-compliance attributable to the Service — the broker shall be liable for the return of any commission earned in connection with that sale. This 'Rescission Clawback' applies to commissions paid or pending for transactions that are subsequently voided, rescinded, or reversed due to regulatory errors or platform-level failures.
Clawback Procedure: Upon notification of a rescission, the broker shall return the full commission amount within thirty (30) days of written notice. Failure to return the commission may result in: (a) suspension of the broker's account; (b) deduction of the clawback amount from future commissions; (c) termination of the broker's registration on the Broker Network; and (d) referral to collections for the outstanding amount. Brokers acknowledge this clawback provision as a condition of registering on the Broker Network.
In accordance with the Uniform Electronic Transactions Act (UETA) and the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001(c), the Service requires all users to confirm their ability to access and retain electronic records before executing electronic signatures. In certain states, prospective franchisees are treated as 'consumers' for electronic signature purposes, requiring specific hardware and software capability disclosures.
Pre-Signature Consent: Before the first document signature in the onboarding flow, users must acknowledge a mandatory 'Electronic Records Consent' modal confirming that they: (a) have access to a computer or device with a modern web browser; (b) can view, download, and print PDF documents; (c) have a stable internet connection; and (d) can save and retain electronic records for future reference. Users may request paper copies of any document at any time by contacting support. Withdrawal of electronic records consent must be provided in writing to the platform's support team. Withdrawing consent to electronic records will result in the termination of the user's account electronic signature and document management capabilities, and all future documents will need to be handled as physical paper copies. A physical document handling fee of $50.00 per document will apply to cover printing, postage, and administrative processing costs. Withdrawal will take effect within 5 business days of receipt of written notice. This disclosure is provided in accordance with 15 U.S.C. § 7001(c)(1)(B), which requires that consumers be informed of the consequences of withdrawing consent to electronic records.
Hardware/Software Change Notification — ESIGN § 101(c)(1)(D): In accordance with 15 U.S.C. § 7001(c)(1)(D), if Franchise Builder US makes a material change to its minimum hardware or software requirements that creates a material risk that the User will not be able to access or retain electronic records previously provided, the platform shall: (a) notify all affected users by email and in-app notification at least thirty (30) days before the change takes effect, describing the specific hardware or software change, the records affected, and the steps the User must take to maintain access; (b) provide the User with a right to withdraw consent for electronic records without fee or penalty — including waiver of the $50.00 physical document handling fee described above — if the User determines that the hardware or software change creates a material risk of losing access to their electronic records and the User cannot or does not wish to upgrade; and (c) offer a free export of all electronic records in a portable format (PDF and/or CSV) before the hardware/software change takes effect, ensuring the User can retain copies of all records regardless of whether they continue using the electronic platform. This notification workflow is triggered automatically when the platform's minimum system requirements are updated in the Item 11 SaaS Technical Specification, and ensures ongoing compliance with the ESIGN Act's consumer protection requirements for electronic records consent.
Given the elevated risk profile associated with AI-generated content, automated data processing, and franchise disclosure obligations, all enterprise-tier franchisors using the Service are required to maintain adequate insurance coverage. Franchise Builder US reserves the right to request proof of insurance at any time.
Minimum Insurance Requirements: Enterprise-tier franchisors must maintain at all times: (a) Technology Errors and Omissions (Tech E&O) insurance with a minimum coverage limit of One Million Dollars ($1,000,000) per claim and in the aggregate, covering liability arising from technology errors, AI-generated content failures, and data processing errors; and (b) Cyber Liability insurance with a minimum coverage limit of One Million Dollars ($1,000,000) per claim and in the aggregate, covering liability arising from data breaches, unauthorized access, ransomware, and other cybersecurity incidents. Franchisors must name Franchise Builder US as an additional insured on both policies. Failure to maintain the required insurance coverage may result in suspension of enterprise-tier features until proof of coverage is provided.
Franchise Builder US warrants that its agreement with its underlying large language model (LLM) provider includes a "Zero-Retainment" certification, explicitly prohibiting the use of franchisor prompts — including anonymized, aggregated, or derivative data — to train the provider's base models. This Data Sovereignty Warranty ensures that franchisor intellectual property, business processes, and proprietary content processed through the platform's AI tools are not retained, reused, or incorporated into the LLM provider's training corpus.
Scope of Warranty: The Zero-Retainment certification covers all prompts, inputs, outputs, and metadata processed through the platform's AI tools, including but not limited to franchise manual drafts, FDD content, business plans, marketing copy, and financial models. The certification applies to both individual prompts and any aggregated, anonymized, or derivative data derived from franchisor inputs.
Enterprise Tier: Enterprise-tier franchisors receive an enhanced Data Sovereignty Warranty that includes: (a) dedicated, isolated processing infrastructure with no shared model instances; (b) cryptographic verification of the zero-retainment certification; (c) the right to audit the LLM provider's retention practices through a third-party assessor; and (d) indemnification for any breach of the zero-retainment certification, including the cost of re-creating affected content and any resulting intellectual property damages.
Remediation: In the event of a breach of the Zero-Retainment certification, Franchise Builder US will: (a) immediately suspend AI processing for affected franchisors; (b) notify affected franchisors within 72 hours of discovery; (c) pursue all available remedies against the LLM provider, including contractual damages and injunctive relief; and (d) provide affected franchisors with a credit equal to three (3) months of service fees.
The Service includes regulatory compliance features that may automatically restrict or "hard-lock" certain platform actions during critical regulatory filing windows — including FDD stale status locks, state registration expiration locks, and disclosure waiting period locks. While these features are designed to prevent regulatory violations, they may occasionally malfunction or produce false-positive lockouts that temporarily prevent a legal franchise sale during a peak window.
Liability Limitation: In the event that a regulatory hard-lock feature malfunctions and blocks a legal sale during a peak filing window, Franchise Builder US's liability shall be limited exclusively to service credits as described in this Section, and shall not include compensation for lost franchise sale value, lost franchise fees, lost royalty streams, or any consequential, incidental, or special damages arising from the delayed or blocked transaction.
Service Credit Remedy: Affected franchisors shall receive a service credit equal to: (a) one (1) month of service fees for each documented incident of a false-positive regulatory lockout that blocked a legal sale; and (b) expedited manual override support within four (4) business hours of reporting the incident. Service credits are applied to the franchisor's next billing cycle and are non-transferable.
Exclusions: This carve-out does not apply to: (a) lockouts caused by the franchisor's failure to maintain current state registrations or FDD filings; (b) lockouts caused by the franchisor's misconfiguration of compliance settings; or (c) lockouts that are later determined to have been correct (i.e., the sale was in fact prohibited by applicable law). In such cases, the platform bears no liability for the blocked transaction.
Good Faith Operation: Franchise Builder US operates all regulatory hard-lock features in good faith and conducts regular testing to minimize false-positive lockouts. The platform maintains a 99.5% accuracy target for regulatory lockout decisions and provides monthly accuracy reports to enterprise-tier franchisors upon request.
The following provisions shall survive termination or expiration of these Terms: Section 6 (Intellectual Property), Section 10 (Disclaimers), Section 10.1 (AI Output Infringement — Liability Cap), Section 11 (Limitation of Liability), Section 12 (Governing Law), Section 12.2 (Arbitration Agreement), Section 12.3 (Waiver of Jury Trial and Class Action), Section 16 (IP Indemnity and DMCA Takedown), Section 18 (Data Ownership and Portability), Section 25 (Force Majeure), Section 28 (Franchisor Indemnity for Safety-Critical AI Hallucinations), Section 29 (Broker Commission Rescission Clawback), and any other provision that by its nature should survive termination. The survival of these provisions is intended to ensure that the parties' rights and obligations with respect to intellectual property ownership, liability allocation, dispute resolution, indemnification, and AI content warranties continue in effect after the SaaS agreement terminates.
Differential Confidentiality Survival: Notwithstanding the general survival provisions above, the parties' confidentiality obligations shall survive on a differentiated basis: (a) Confidential Information — including business plans, financial data, franchisee PII, lead data, marketing strategies, and other non-public business information that does not qualify as a Trade Secret — shall survive for a period of five (5) years following the termination or expiration of these Terms; and (b) Trade Secrets — including proprietary algorithms, AI scoring weights, custom manual content designated as proprietary, source code, and any information that derives independent economic value from not being generally known — shall survive indefinitely (perpetually), for as long as the information remains a trade secret under applicable law, including the Defend Trade Secrets Act (18 U.S.C. § 1836). This perpetual survival of Trade Secret confidentiality obligations ensures that the receiving party's duty to protect trade secrets does not expire upon termination of the SaaS agreement, consistent with the inherent nature of trade secret protection which requires indefinite safeguarding as a condition of the legal protection itself.
The SLA is amended to provide liquidated damages for downtime during the 14-day mandatory FDD disclosure period (April renewal window).
Critical Filing Window — Liquidated Damages Provision
In addition to the standard Service Level Agreement, the platform provides the following enhanced uptime guarantee during the April FDD Renewal Window (the 14-day mandatory disclosure period during which franchisors must generate and deliver updated FDD documents to prospective franchisees):
The parties acknowledge that downtime during the mandatory disclosure period may cause franchisors to violate federal disclosure timelines under FTC Rule 436, and that the liquidated damages amount represents a reasonable estimate of the harm caused by such downtime.
Essential cookies are always on. You can accept or reject analytics, marketing, and translation (CPRA / GDPR).