Terms of Use
This Terms of Use Agreement is effective as of February 28, 2022.
IMPORTANT! READ THIS ENTIRE AGREEMENT CAREFULLY.
THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE AFB SITES (DEFINED BELOW) AND OUR SERVICES (DEFINED BELOW).
Welcome to the Internet website(s) available at and under
www.afbpromos.com, www.allegraadvantage.com,
www.alliancefranchisebrands.com, www.alliancegg.com,
www.allegrafranchise.com, www.allegramarketingprint.com,
www.afbmarketplace.com, www.americanspeedy.com, www.image360.ca,
www.image360.com, www.image360franchise.com, www.instyprints.com,
kkpcanada.ca, www.rsvpadvertising.com, www.rsvplibrary.com,
www.rsvpgraphics.com, www.signsbytomorrow.com, www.signsnow.com,
www.valuemyprintbusiness.com, www.valuemysignbusiness.com and the
related or linked websites of our Centers (defined below) (collectively,
the “AFB Sites”) developed, hosted, maintained or operated by Alliance
Franchise Brands LLC (“AFB”), its affiliates, subsidiaries or designees.
In this Terms of Use Agreement (this “Agreement”), AFB or such
affiliates, subsidiaries or designees are referred to collectively as
“we,” “us” or “our.” This Agreement, which includes the terms and
conditions of the Privacy Policy (available on this site) and any
Additional Terms (defined below), sets forth the terms and conditions
governing your use of the AFB Sites and your access to and use of the
webpage, sub-pages, URLs, links, the Marks (defined below), copyrights,
information, other content and services offered on or through the AFB
Sites (collectively, the “Services”). The Privacy Policy and any
Additional Terms are incorporated into this Agreement by this reference.
Except as otherwise indicated, any reference herein to the “Agreement”
shall include the Privacy Policy and any Additional Terms.
Please carefully review the Privacy Policy, the Additional Terms and
this Agreement before accessing or using the AFB Sites or the Services.
By accessing or using the AFB Sites or any of the Services, you accept
and agree to be legally bound by this Agreement, as it may be amended or
supplemented from time to time by us. Further, certain areas of the AFB
Sites, including, without limitation, access to franchisee only areas,
or product or service ordering services, may require registration and/or
be subject to additional terms and conditions of use; and we will
provide you with notice of such additional terms and conditions on your
registration.
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS THE AFB SITES OR USE THE SERVICES.
1. We Reserve the Right to Revise this Agreement. We reserve the
right, at any time and from time to time, to update, revise, supplement
and to otherwise modify this Agreement, the Privacy Policy and the
Additional Terms and to impose new or additional rules, policies, terms
or conditions on your use of the AFB Sites or the Services. Such
updates, revisions, supplements, modifications and additional rules,
polices, terms and conditions (collectively referred to in this
Agreement as “Additional Terms”) will be effective immediately and
incorporated into this Agreement upon our publishing them on the AFB
Sites, and we will update the effective date of this Agreement. You are
responsible for reviewing this Agreement each time you use or access the
AFB Sites or use the Services. Your continued use of any of the AFB
Sites or the Services following such updates will be deemed to
conclusively indicate your acceptance of any and all such Additional
Terms. If this Agreement is terminated for any reason, Sections 4, 7, 8,
9, 11, 13, 14, 15 and 16 of this Agreement shall survive any such
termination.
IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN THIS AGREEMENT
AND THE PRIVACY POLICY AND/OR ANY ADDITIONAL TERMS, THE FOLLOWING ORDER
OF PRECEDENCE SHALL CONTROL: (A) THIS AGREEMENT; (B) THE PRIVACY POLICY;
AND (C) ANY ADDITIONAL TERMS.
In addition, offers or coupons made available on the AFB Sites might
be subject to additional terms and conditions provided in conjunction
with the offer or coupon. We will provide these terms and conditions to
you or post them on the offers or coupons to which they apply.
2. We May Discontinue the AFB Sites or the Services at any time. We
reserve the right, at any time and from time to time, to modify or
discontinue, temporarily or permanently, the AFB Sites or the Services,
with or without notice to you. This includes the right to modify,
discontinue or remove any content, postings, links, pages, services, or
other materials at any time and for any reason. You agree that we will
not be liable to you for any modification, general suspension or
discontinuance of any AFB Sites or the Services. We may refuse or
restrict anyone from access to any or all of the AFB Sites or the
Services at any time.
3. Centers are Independent Contractors. If you are accessing any of
the AFB Sites that are particular to a franchised or licensed Center,
which engages in the operation of a sign design and graphic sales
business using our proprietary system and Marks pursuant to a franchise
agreement (each a “Franchise Agreement”) with us (“Centers”), you
understand and agree that: although we may host, develop, maintain or
operate the AFB Sites on behalf of the Centers, the Centers are
independent contractors operating as separate legal entities under
Franchise Agreements with us. If you are accessing this Agreement from
one of these Centers’ websites, you recognize that we are merely
operating as a third-party service provider providing advertising
services to the Center and are not, by operation, hosting, maintaining
or developing the Centers’ websites, nor are we such Centers’ partners,
joint venturors, principals, employers, employees or agents. Centers are
not our agents or employees. Centers do not have any right to speak for
us or on our behalf or bind us to any contracts or obligations. We are
not responsible for any of the acts or omissions of Centers.
4. Acceptable Use of the AFB Sites or the Services. In order to use
the AFB Sites or the Services, you must obtain access to the Internet
directly or through devices that access web-based content and pay any
and all service fees, if any, associated with such access. In addition,
you agree not to: (1) use or access the AFB Sites or the Services for
any purpose that is unlawful or prohibited by this Agreement; (2) use or
access the AFB Sites or the Services in a manner that could damage,
disable, overburden, or impair the server hosting the AFB Sites or the
networks connected to any server hosting the AFB Sites; (3) interfere
with any third party's use and enjoyment of the AFB Sites or the
Services; or (4) attempt to gain unauthorized access to information,
accounts, computer systems or networks retained on or connected to any
server hosting the AFB Sites or the Services through hacking, password
mining or any other means.
(a) Individual Use. Except as provided in
(b) below, you agree that you are only authorized to visit, view and to
retain a single copy of pages of AFB Sites solely for your own
individual, non-commercial use, provided that: (i) you keep intact all
legal notices, credits, copyright, and other proprietary notices; (ii)
you do not use the materials in a manner that suggests an association
with any of our products, services or brands; (iii) you make no
modifications to the materials; and (iv) you shall not duplicate,
download, publish, modify or otherwise distribute any material on the
AFB Sites for any purpose other than for your own individual use unless
otherwise specifically authorized by us.
(b) Commercial Use. If you wish to
publish, frame, refer to or provide information about the AFB Sites, our
Marks, our copyrighted materials or any Services on any website, web
page, e-mail address or the like operated by you or your affiliates, or
any companies, partnerships, limited liability partnerships or any other
legal entities which you have an ownership or investment interest in
(collectively referred to as “you”), you must first obtain our prior
written permission to do so and enter into an agreement with us on terms
designated by us. By “commercial purposes,” we mean any activity by
you, on your own behalf or on behalf of any customer, for consideration.
If you are a Center, any use of the AFB Sites or the Services by you
constitutes a commercial purpose and your use of the AFB Sites or the
Services are governed by your Franchise Agreement with us and this
Agreement.
(c) Links. Unless otherwise notified by
us, you may create, post, display, publish or distribute any link from
your website (the “Linking AFB Sites”) to a page(s) of an AFB Site (“AFB
Linked Page”), provided that you adhere to the following linking
policy: (1) the wording of the link’s anchor text and any other
accompanying text must refer to the content of the AFB Linked Page that
you are linking to and must not contain any Prohibited Text (defined
below); (2) the appearance, position and other aspects of the link may
not be such as to damage or dilute the goodwill associated with our
Marks; (3) the appearance, position and other attributes of the link may
not create the false appearance that the Linking AFB Sites or your
organization or entity is sponsored by, affiliated with, or associated
with us; (4) when selected by a user, the link must display the AFB
Linked Page as a full-screen and not within a "frame" on the Linking AFB
Sites; (5) the Linking AFB Sites must not replicate any content
contained on the AFB Linked Page (or any other page of an AFB Site); (6)
the Linking AFB Sites must not present misleading or false information
about us, any AFB Site, or the Services; (7) neither the Linking AFB
Sites nor the link may use the Marks without our prior written
permission; (8) the Linking AFB Sites must not contain Prohibited
Content (defined below); and (9) you agree that we reserve the right to
require you to remove the link at any time upon our request. In the
event we require you to remove your link, you will promptly remove the
link from the Linking AFB Sites and cease all linking to the AFB Sites.
For purposes of this Agreement, the term
“Prohibited Text” includes, but is not limited to, text that is obscene,
defamatory, libelous, slanderous, lewd, violent, illegal, offensive,
disparaging or includes inappropriate words, abbreviations, language,
signs, symbols, references, content or other statements. For purposes of
this Agreement, the term “Prohibited Content” includes, but is not
limited to, content that we, in our sole and absolute discretion,
determine violates any applicable law, as well as, that which (i)
promotes, suggests or encourages (a) gambling, including, without
limitation, any content related to online casinos, sports books, bingo
or poker, (b) the use of firearms/weapons/ammunition, any illegal drugs,
prostitution, pornography, nudity, profanity, or other adult content,
violence, or the use of alcohol or tobacco products, or (c) the taking
up of arms against any person, government or entity, or otherwise
challenge or seek to overthrow any government; or (ii) otherwise
contains (a) content that infringes upon, or otherwise violates, the
rights of any third party, including copyright, trademark, privacy,
publicity or other personal or proprietary rights, (b) any obscene,
defamatory, libelous, slanderous, lewd, violent, illegal, offensive,
disparaging or inappropriate words, abbreviations, language, signs,
symbols, references, content or statements, (c) content that is
deceptive or fraudulent, (d) hate speech, or other discriminatory,
disparaging or denigrating content, whether directed at an individual or
a group, and whether based upon race, age, gender, disability, sexual
orientation, ethnicity, religion, political orientation, national
origin, citizenship, ancestry, marital status, veteran status or mental
or physical disability or condition, (e) content that disparages,
denigrates, or uses adversarial or confrontational tactics to impact a
product, service, person, industry, or organization including, but not
limited to, us, (f) content the primary purpose of which is to advance a
religious denomination, expand membership or encourage conversion, or
(g) content advancing a particular political party or candidate or
supporting lobbying for any particular party or candidate, or expanding
or encouraging a membership or a particular political party, candidate
or lobbying effort.
(d) Security, Cracking and Hacking. You
shall not violate or attempt to violate the security of the AFB Sites or
the Services. Accordingly, you shall not: (i) access data or materials
not intended for you; (ii) log into a server or account which you are
not authorized to access; (iii) attempt to probe, scan or test the
vulnerability of a system or network or to breach security or
authentication measures without proper authorization; or (iv) attempt to
interfere with service to any user, host or network, including without
limitation, via means of submitting a virus to the AFB Sites or the
Services, or overloading, “flooding,” “mailbombing” or “crashing” the
AFB Sites or the Services. Violations of system or network security may
result in civil or criminal liability. We reserve the right to
investigate occurrences which may involve such violations and may
involve, and cooperate with, law enforcement authorities in prosecuting
users who have participated in such violations. You understand that data
and communications, including e-mail and other electronic
communications, may be accessed by unauthorized third parties when
communicated over the Internet. You agree that it is your
responsibility, and not ours, to obtain and use third party software
products that support encryption and other security protocols compatible
with such protocols (if any) that may be used by us from time to time
in connection with the AFB Sites or the Services.
(e) Spidering. THE USE OF ANY TOOLS,
PROGRAMS, ROBOTIC ALGORITHMS OR PRODUCTS TO AUTOMATICALLY DOWNLOAD OR
“SPIDER” THE AFB SITES, ANY OF THE PAGES OF THE AFB SITES OR THE
SERVICES INFRINGES ON OUR COPYRIGHTS. DO NOT USE ANY SUCH TOOLS OR
PRODUCTS ON OR IN CONNECTION WITH THE AFB SITES OR THE SERVICES.
(f) Termination. We may and will terminate
your access to, and use of, an AFB Site and the Services immediately,
if we believe that your conduct fails to conform with this Agreement.
Upon termination of your access to, and use of, an AFB Site or the
Services, all rights granted to you under this Agreement will cease
immediately, and you agree that you will immediately discontinue use of
the AFB Site and the Services. Without limiting our rights and your
limitations under this Agreement, if you use, or attempt to use AFB
Sites, the Services, the Marks or our copyrighted materials for any
purposes other than its intended purposes (including without limitation
by tampering, hacking, modifying or otherwise corrupting the security or
functionality of the AFB Sites or the Services), you may also be
subject to civil and criminal liability.
(g) You Are Responsible For All of Your
Activities and All of The Content You Post. You represent and warrant
that any information you post or provide to us by means of the AFB
Sites, including, without limitation, as part of any registration or
application or to gain access to AFB Sites or any Services, is truthful,
accurate, not misleading and offered in good faith. Any information
disclosed to you via the AFB Sites or the Services including, without
limitation, any content in the personalized areas of the AFB Sites, may
be used only for its intended purpose. We expect that you will exercise
caution, good sense and proper judgment in using the AFB Sites and the
Services. You agree NOT to use the AFB Sites or the Services for or in
connection with any of the following activities:
(i) Spoofing or otherwise impersonating
any person or entity, including, without limitation, any other users or
any of our personnel, or falsely stating or otherwise misrepresenting
your identity or affiliation in any way, or forging any TCP/IP packet
header or any part of the header information in any e-mail or other
posting;
(ii) Any fraudulent or illegal purpose;
(iii) E-mailing, uploading, or otherwise
transmitting or using the AFB Sites or the Services in furtherance of
the use or distribution of any unlawful, harmful, harassing, defamatory,
tortious, libelous, abusive, threatening, vulgar, sexually explicit,
obscene, hateful, racially, ethnically or otherwise objectionable
material of any kind, or any material that is invasive of another’s
privacy or exploits children, or transmitting any sexually explicit
materials, including images and other content; and
(iv) Transmitting material that contains
viruses, trojan horses, worms, time bombs, cancelbots or other computer
programming routines or engines that are intended to damage, destroy,
disrupt or otherwise impair a computer’s functionality or the operation
of our (or anyone else’s) Services, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or
information, or transmit any materials that otherwise violate our rules
or policies.
(h) Account Password and User ID. If you
are required to become a registered user of the AFB Sites or the
Services, you must receive or establish one or more passwords and
accounts in the manner we designate. Maintaining the confidentiality and
security of your passwords and accounts is solely your responsibility.
Accordingly, you shall maintain the security and confidentiality of your
accounts. Do not divulge your password or account information to any
third party. You are entirely responsible for all activities that occur
on or through your account(s), and you agree to notify us immediately
about any unauthorized use of accounts or any breach of security. You
agree that we shall not be responsible for any losses incurred in
connection with any misuse of or failure to secure passwords, nor shall
they have any responsibility whatsoever for your failure to comply with
this Section.
(i) Review, Comments, and other Content.
You may upload mail lists, pictures, logos, digital signatures, and
other graphic or textual content; send direct mail or email
solicitations and other communications; and submit suggestions, ideas,
comments, questions, or other information, so long as you comply with
clause (j) below, and the content is not illegal, obscene, threatening,
defamatory, injurious to third parties or objectionable and does not
consist of or contain software viruses, political campaigning,
commercial solicitation, chain letters, or any form of "spam." You must
always get written permission from all persons named, identified,
referred or alluded to, either explicitly or implicitly, in such content
and, if required, provide us with such written permission upon our
request. This includes getting permission from parents or guardians if
the person is under the age of 18.
(j) Do Not Violate Third Party
Intellectual Property Rights. Without limiting any of our rights or your
obligations under this Agreement, you may not, and by using the
Services or an AFB Site you agree not to, use the Services or an AFB
Site to: (i) transmit material that is copyrighted, unless you are the
copyright owner or have obtained the permission of the copyright owner
to transmit it; (ii) transmit material that reveals trade secrets,
unless you own them or have the permission of the owner to so transmit
them; or (iii) transmit material that infringes on any Intellectual
Property Rights (as defined below) of others or violates the privacy or
rights of publicity of others. For purposes of this Agreement, the term
“Intellectual Property Rights” means, collectively, rights under patent,
trademark, copyright and trade secret laws, and any other intellectual
property or proprietary rights recognized in any country or jurisdiction
worldwide, including, without limitation, moral rights and similar
rights.
(k) Ownership. The trademarks, trade
names, logos, color schemes, service marks, slogans, and similar means
of identifying products or services displayed on any of the AFB Sites,
including without limitation, any variation of the term or phrase
(collectively, the “Marks”) and other Intellectual Property Rights are
our or our licensors registered and/or common law marks or other
Intellectual Property Rights. All content and materials on the AFB Sites
including, without limitation, the Marks, button icons, images, audio
clips, and software, copyrights, patents and other Intellectual Property
Rights included in the Services or an AFB Site, are our property or our
licensors’ and are protected by United States and international
copyright, patent, trademarks, and other proprietary rights and
Intellectual Property Rights laws. The compilation of all content on the
AFB Sites is our exclusive property and is protected by United States
and international copyright laws. All software used on the AFB Sites is
our property or our licensors’ property and is protected by United
States and international copyright laws. Except to the minimum extent
otherwise expressly permitted under copyright law, no copying or
exploitation of material from the Services or on an AFB Site is
permitted without the express prior written permission of us and any
other applicable copyright owner. You may not copy, reproduce,
republish, upload, post, transmit, sell, distribute, transfer or modify
any of the content, data, information or materials found on the AFB
Sites, but you may download, display and print one (1) copy of the
content displayed on the AFB Sites on a single computer for your
personal-non-commercial use (see Section 4(a) above). You will not use
the Marks or other AFB Site content on any site, website, web page,
portal, or on any form of advertisement which you operate, authorize or
control without our express prior written permission. You may not use
our Marks or copyrighted materials in any search engine descriptions,
content, meta-tags, “white lettering”, key words, or other means of
directing or influencing web traffic to any website, web page, portal or
e-mail operated, controlled or authorized by you without our express
prior written permission and your doing so constitutes a violation of
our rights under United States federal and state law, and other
international laws and is a breach of this Agreement. You will not adopt
or use any names, trademarks, slogans, trade names, trademarks, service
marks, e-mail addresses, URLs, meta-tags, key words, search
descriptions or the like that are the same or are confusingly similar to
the Marks. Without our prior written consent, you will not submit or
maintain any information submitted to search engines which incorporates
any content from the AFB Sites, the Marks, our copyrighted materials or
any marks that are confusingly similar to the Marks. Unless you are a
Center franchisee or licensee in full compliance with your Franchise
Agreement and other related agreements with us, you also may not resell
the Services (or any part thereof) without our prior written consent. If
you wish to do so, contact us at datagov@alliancefranchisebrands.com to
determine if we will grant you prior written permission to resell the
Services or use the Marks in such manner. If you wish to access AFB
Sites or use any of the Services, copyrighted materials or the Marks for
commercial purposes in any way, contact
datagov@alliancefranchisebrands.com to discuss establishing a commercial
relationship with us and find out if we will grant you prior written
permission to do so. You acknowledge that you do not acquire any
ownership or license rights by virtue of downloading the Marks or
copyrighted material from the Services or an AFB Site. All rights not
expressly granted under this Agreement are expressly reserved to us. If
you believe your rights under applicable copyright laws are being
infringed, you may notify us in accordance with the instructions set
forth in Section 16 hereof.
(l) Use and Access Outside the United
States. The AFB Sites are hosted in the United States and back up
servers may be located outside of the United States. If you visit from
the European Union or other foreign jurisdictions, please note that (a)
we make no representations or warranties that the information, products
or services contained on the AFB Sites is appropriate for use or access
or is available in other jurisdictions; and (b) these jurisdictions have
laws governing data collection and use that may differ from United
States law. You should be aware that if you transfer Personal
Information to us through the AFB Sites or the Services, you are
transferring such information to the United States and the United States
does not have the same data protection laws as the European Union and
some other regions. By providing Personal Information to us, you consent
to the transfer of it to the United States and the use of it in
accordance with the Privacy Policy.
5. We May Provide Third Party Content on the AFB Sites. We may
occasionally provide third party content or link to third party websites
on the AFB Sites. Such websites are not under our control, and we
explicitly disclaim any responsibility for the accuracy, content or
availability of the information, products, and/or services found on or
through such websites. We do not endorse and have not taken any steps to
confirm the accuracy or reliability of any of the information, products
or services contained on or through such websites. We do not make any
representations or warranties as to the security or use of any
information (such as credit card and other sensitive information) you
might provide on or through any such websites. If applicable, you should
review the third parties’ terms of use and privacy policies before you
use their services.
6. Submissions. If you do post or send us any comments, suggestions,
information, ideas, concepts, knowledge, techniques, content, or
materials (collectively, “Submissions”), and unless we indicate
otherwise, you grant us and our agents, representatives, co-branding
partners, franchisees and licensees (collectively, the “AFB Parties”), a
nonexclusive, royalty-free, perpetual, irrevocable, and fully
sublicensable right to use, reproduce, modify, adapt, publish,
translate, create derivative works from, distribute, and display the
Submissions, for any purpose, including developing, manufacturing or
marketing products and/or modifying or improving the AFB Sites or the
Services, throughout the world in any media. You grant the AFB Parties,
and any of the AFB Parties’ sublicensees, the right to use the name that
you submit in connection with such Submissions, if the AFB Parties
choose.
7. Compliance with Laws. You may use the Services and the AFB Sites
only for lawful purposes. The Services and use of the AFB Sites are
subject to, and you agree that you will at all times comply with, all
applicable local, state, national, and international laws, statutes,
rules, regulations, ordinances and the like applicable to the use of the
Services and the AFB Sites. This obligation includes your agreement to
comply with all applicable laws, regulations, and rules relating to the
export of technical and other data from the United States (and from your
country if you are not located in the United States) and your agreement
not to export or re-export any such data or any other content or
materials in violation of such laws, rules or regulations without first
obtaining all necessary licenses, consents and approvals therefor, as
well as authorization from us.
8. Your Access to Certain Services. As a convenience and courtesy to
you, in addition to the Services offered to the general user of the AFB
Sites, we may provide you access to certain AFB Sites for purpose of
contracting with us or Centers to sell products or services to you. If
we do so, any offers or sales made in connection with the use of such
AFB Sites will be subject to our purchase policies and this Agreement.
You acknowledge that your electronic submissions constitute your
agreement and intent to be bound by the agreements into which you
thereby enter. Pursuant to any applicable statutes, regulations, rules,
ordinances or other laws, including without limitation the Electronic
Signatures in Global and National Commerce Act, P.L. 106-229 or other
similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES,
CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC DELIVERY OF
NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED
THROUGH THE AFB SITES. Further, you hereby waive any rights or
requirements under any statutes, regulations, rules, ordinances or other
laws in any jurisdiction which require an original signature or
delivery or retention of nonelectronic records, or to payments or the
granting of credits by other than electronic means. You may obtain a
copy of this Agreement by printing it now. In addition, you understand
that certain Services on the AFB Sites such as a general contents page
and a current information page (which provides information that may
include, without limitation, news of interest to users of the AFB Sites,
shipper information and other Services) may include materials and
information from third parties, and you acknowledge and agree that we
have minimal control over such information. Accordingly, we cannot
guarantee, represent or warrant that the content contained in the AFB
Sites is accurate, appropriate to you, and/or inoffensive (see Section
5).
9. We Make No Warranties. YOUR USE OF THE SERVICES AND THE AFB SITES
IS AT YOUR SOLE RISK. THE SERVICES AND THE AFB SITES ARE PROVIDED ON AN
“AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND AS TO THE OPERATION OF THE AFB SITES OR THE
SERVICES OR THE INFORMATION CONTAINED ON THE AFB SITES. WE DISCLAIM ALL
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OF TITLE, NONINFRINGEMENT,
CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM
COMPUTER VIRUSES. WE DO NOT WARRANT THAT THE AFB SITES OR SERVICES WILL
BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED, DELAY OR ERROR-FREE MANNER
(INCLUDING, WITHOUT LIMITATION, ANY ERRORS, DELAY OR INTERRUPTIONS DUE
TO PROBLEMS WITH COMMUNICATION LINES OR SYSTEMS, ACTS OF GOD OR FAILURE
OF A TELECOMMUNICATIONS SERVICE PROVIDER TO PROVIDE CONNECTIVITY), OR
THAT ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES
THE AFB SITES OR SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL
COMPONENTS, INCLUDING VIRUSES. IN ADDITION, WE DO NOT WARRANT THAT
INFORMATION AVAILABLE ON OR THROUGH THE AFB SITES INCLUDING, WITHOUT
LIMITATION, ESTIMATED FEES BASED ON USER-PROVIDED INPUT ANY SALES
TRANSACTIONS PAGE OR SIMILAR SOFTWARE FUNCTION, ARE APPROPRIATE,
ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR
AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING THEM
FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY
PROHIBITED. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED
WARRANTIES, SO PORTIONS OF THE FOREGOING DISCLAIMER MAY NOT APPLY TO
YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO
HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE.
10. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT
WE AND OUR EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS,
PARTNERS, SUCCESSORS, ASSIGNEES, FRANCHISEES, LICENSEES, CO-BRANDING
PARTNERS, CENTERS, AGENTS, VENDORS, CONTRACTORS AND SUPPLIERS
(COLLECTIVELY, “INDEMNIFIED PARTIES”) WILL NOT BE LIABLE TO YOU OR TO
ANY OTHER PERSON UNDER ANY CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE
THEORY, IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR
OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED
TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY ASPECT OF THE AFB
SITES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER
FAILURE OR MALFUNCTION, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN
ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES). TO
THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN
PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE
AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES FOR ANY REASON AND UPON
ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT
LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN
ANY WAY RELATED TO THE AFB SITES OR THIS AGREEMENT SHALL BE LIMITED TO
DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY ($250) US
DOLLARS. THESE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF A LIMITED
REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE
AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE
OR YOUR INABILITY TO USE THE AFB SITES OR SERVICES, OR ANY OTHER MATTER
ARISING FROM OR RELATING TO THE AFB SITES OR THE SERVICES. BECAUSE SOME
STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.
11. Indemnity. You agree to indemnify and hold harmless the
Indemnified Parties, and, at our request, to defend the Indemnified
Parties from and against any claim, demand, cause of action, debt, loss
or liability, including reasonable attorneys’ fees, to the extent that
such action is based upon, arises out of, or relates to your use (or
inability to use) the Services, any aspect of the AFB Sites, your breach
of this Agreement, or any other activities of yours accomplished using
the Services or the AFB Sites.
12. Order of Precedence. This Agreement governs your use of the AFB
Sites and access to the Services. This Agreement does not modify, alter
or amend any other agreement you have entered or will enter into with us
or any of our related or affiliated entities. To the extent that any
provision of this Agreement, or any supplemental agreement offered as
part of any registration for additional Services on the AFB Site
conflicts with any provision of your other agreements with us or any of
our related or affiliated entities, the terms of this Agreement shall
control.
13. Dispute Resolution. If a dispute arises out of or relates to this
Agreement or its breach (with the exception of rights to injunctive or
equitable relief with respect to Intellectual Property Rights and
obligations with respect to confidentiality), then the dispute shall be
resolved in binding arbitration in accordance with the following
procedures: (i) the dispute must be resolved by arbitration administered
by the American Arbitration Association under its Commercial
Arbitration Rules; (ii) any judgment on the award rendered by the
arbitrator(s) may be entered in any court of competent jurisdiction;
(iii) the location of the arbitration shall be in Plymouth, Michigan;
and (iv) any such controversy or claim shall be arbitrated on an
individual basis, and shall not be commenced, conducted or consolidated
in with any claim or controversy of any other party. Notwithstanding the
foregoing, we may seek injunctive or equitable relief with respect to
Intellectual Property Rights and obligations with respect to
confidentiality with respect to Intellectual Property Rights and
obligations with respect to confidentiality, in any court having proper
jurisdiction, and you consent to exclusive jurisdiction and venue in
such courts.
14. Choice of Law and Forum. The Services and the AFB Sites are
controlled by us from within the State of Michigan. Subject to Section
13, by submitting a registration or by accessing or using the AFB Sites
or the Services, you and we each agree that the substantive laws of the
State of Michigan will govern with respect to all matters relating to or
arising from this Agreement, or the use (or inability to use) the AFB
Sites or the Services, and that such laws will apply without regard to
principles of conflict of laws. Subject to the dispute resolution
procedures set forth above, you and we agree and hereby submit to the
exclusive jurisdiction and venue of the appropriate state and federal
courts located closest to Plymouth, Michigan with respect to such
matters. Regardless of any statute or law to the contrary, any claim or
cause of action arising out of or related to the AFB Sites, or the
Services must be filed or otherwise commenced within one (1) year after
such claim or cause of action arose or be forever barred.
15. Miscellaneous Terms. Subject to the terms of this Agreement and
our other operating rules and policies for the AFB Sites and the
Services, this Agreement constitutes the entire agreement between you
and us with respect to the subject matter addressed herein, and governs
your use of the AFB Sites and the Services, superseding any prior
agreements between you and us relating to such subject matter, but this
Agreement may be supplemented by any other agreement you enter into with
us pursuant to a registration to access certain features of the AFB
Sites. Neither the course of conduct between the parties nor trade
practices shall act to modify this Agreement. We may assign our rights
and duties hereunder to any party without any notice to you. You may not
assign this Agreement without our prior written consent. The failure of
us to exercise or enforce any right or provision of this Agreement
shall not constitute a waiver of such right or provision. If any
provision of this Agreement is found by a court of competent
jurisdiction to be invalid, the parties nevertheless agree that the
court should endeavor to give effect to the parties’ intentions as
reflected in the provision, and that the other provisions of this
Agreement remain in full force and effect. The section headings used in
this Agreement are for convenience only and have no legal or contractual
effect.
Without limiting the foregoing, the Services and the AFB Sites are
not intended for use by or availability to minors. IF YOU ARE NOT
LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER
EIGHTEEN (18) YEARS OF AGE, YOU MAY NOT ACCESS THE AFB SITES OR USE THE
SERVICES. IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND
DO NOT ACCESS THE AFB SITES.
16. Copyright Notice and Takedown Policy Notice and Procedure for
Making Claims of Copyright Infringement. Pursuant to Title 17, United
States Code, Section 512(c)(2), notifications of claimed copyright
infringement should be sent to us at the address indicated below in
Section 17.
WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT
THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL
PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’
FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR OUR RELYING UPON YOUR
MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR
PERJURY.
To be effective, pursuant to Title 17, United States Code, Section 512(c)(3(A), the notification must include the following:
- an electronic or physical signature of the owner or of the person
authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been
infringed, and a description of the infringing activity including of
where the material that you claim is infringing is located on an AFB
Site sufficient to allow us to locate the material;
- identification of the location where the original or an authorized
copy of the copyrighted work exists, for example the URL of the website
where it is posted or the name of the book in which it has been
published;
- your address, telephone number, and e-mail address;
- a statement by you that you have a good-faith belief that the
disputed use is not authorized by the copyright owner, its agent, or the
law; and
- a statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright
owner or authorized to act on the copyright owner’s behalf.
17. Questions, Comments or Concerns. If you have any questions,
comments, or concerns or wish to seek our prior written permission
regarding this Agreement, including, without limitation, the Privacy
Policy, and/or the AFB Sites or Services, or are providing notification
of claimed copyright infringement in accordance with Section 16 above,
please contact us below:
Attn: Data Governance Committee
Alliance Franchise Brands LLC
47585 Galleon Drive
Plymouth, Michigan 48170-2466
800-726-9050
datagov@alliancefranchisebrands.com
NOTICE REGARDING FRANCHISE OFFERS OR SALES
This information is not intended as an offer to sell, or the
solicitation of an offer to buy, a franchise. It is for information
purposes only.
Currently, the following states regulate the offer and sale of
franchises: California, Hawaii, Illinois, Indiana, Maryland, Michigan,
Minnesota, New York, North Dakota, Oregon, Rhode Island, South Dakota,
Virginia, Washington, and Wisconsin. If you are a resident of one of
these states, we will not offer you a franchise unless and until we have
complied with applicable pre-sale registration and disclosure
requirements in your jurisdiction.
