FRANCHISOR PIPELINE — TERMS AND CONDITIONS OF USE
PLEASE READ THESE TERMS AND CONDITIONS OF USE (THE “TERMS“) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WITH FRANCHISOR PIPELINE WILL BE RESOLVED.
THE TERMS SET FORTH BELOW GOVERN YOUR USE OF THE FRANCHISOR PIPELINE WEBSITE (HTTP://WWW.FRANCHISORPIPELINE.COM) (THE “SITE“) AS PROVIDED BY FRANCHISE PIPELINE, LLC PURSUANT TO CERTAIN LICENSES FROM INTELLECTUAL EYES, LLC (“FRANCHISOR PIPELINE“).
THE TERMS ARE LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE WITH ANY OF THE TERMS, DO NOT ACCESS OR USE THE SITE OR ANY INFORMATION CONTAINED ON OR THROUGH THE SITE. YOUR USE OF THE SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW, INCLUDING ANY MODIFICATIONS THAT WE MAY MAKE. WE MAY MODIFY THESE TERMS AT ANY TIME BY POSTING REVISED TERMS ON THE SITE. IF ANY MODIFICATIONS ARE UNACCEPTABLE TO YOU, YOU SHALL CEASE USING THIS SITE. IF YOU DO NOT CEASE USING THIS SITE, YOU WILL BE DEEMED TO HAVE ACCEPTED THE MODIFICATIONS AND THE EFFECTIVE DATE OF SUCH MODIFICATIONS WILL BE THE DATE THAT THE REVISED TERMS WERE POSTED ON THE SITE.
SPECIFIC USE TERMS
You acknowledge that the Site serves as a venue for the online distribution and publication of user-submitted information between potential sellers of equity interests in franchisors (“Sellers”) and potential buyers of such equity interests (“Buyers”). The site also contains other information of interest to franchisors, such as event information, vendor information, public company information, and news. This additional information may be assembled or generated by FRANCHISOR PIPELINE, or may be from – and/or contain a link to — outside sources.
While the Site is open to the public, some portions of the Site (such as the portion on which Sellers may list, and the detailed Seller Listings that Buyers may access, are restricted to those who register (each a “Restricted Area”). Also, the sponsor of an event may submit details concerning the event, a vendor may apply to appear on the vendor list, and an M&A Advisor may apply to appear on the Site. If you are submitting a form to use a Restricted Area of the Site, or to submit information or an application to the Site, you hereby certify that: (i) if you are entering into these Terms on behalf of a company, you have the authority to enter into these Terms and bind that company that you represent, (ii) as stated above, you agree to be bound by all of the terms and conditions of these Terms and any other Specific Use Terms (as defined below) incorporated by reference herein.
PASSWORDS AND RESTRICTED AREAS OF THE SITE
LICENSE TO USE CONTENT; OWNERSHIP
Except for any Submissions (as defined below), the entire content of this Website, including but not limited to text, graphics, analytics, search features, logos, button icons, images, audio and video clips, digital downloads, data compilations, and software, is the sole and exclusive property of FRANCHISOR PIPELINE or its third party licensors and suppliers, as applicable (collectively, “Content”) and is protected by U.S. and international copyright, patent, and trademark laws.
FRANCHISOR PIPELINE grants you a limited, personal, non-exclusive and non-transferable license to display, print, and download portions of the Content solely in connection with your use of the Site and services provided on or through the Site as an information resource and for your internal business use. In displaying, printing, and downloading materials from the Site, you agree not to change or delete any proprietary notices, trademarks and the like from any Content. Except for the limited license set forth in this Section, any other use, including copying, modification, editing, enhancing, redistribution, publication, display, performance, retransmission or reverse engineering of the Content, of any portion of thereof, is strictly prohibited without the express written consent of FRANCHISOR PIPELINE or the applicable third party owner of the Content. All title to, ownership of, and rights in and to the Content and the Site, including any enhancements, improvements, additions to or works derived therefrom, belongs to FRANCHISOR PIPELINE or its third party licensors and suppliers, as applicable. The limited license granted in this Section terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of the limited license, you agree to immediately destroy any printed or downloaded Content.
By using the Site, you consent to receiving electronic communications from FRANCHISOR PIPELINE. These electronic communications may include information concerning additions and modifications to the Site, services available from those who appear or list on the site, notices about applicable fees and charges (if any), transactional information, and other information concerning or related to the Site and/or the services provided on or through the Site. These electronic communications are part of your relationship with FRANCHISOR PIPELINE. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
LINKS TO THIRD PARTY SITES
You acknowledge that you are responsible for the registration information, submissions, applications, opinions, messages, comments, photos, logos, and other content or material, including without limitation, any franchisor descriptions, franchisor listings, and/or franchisor data (each, a “Submission”) that you submit, upload, post or otherwise make available to, on, or through the Site,, and that you, and not FRANCHISOR PIPELINE, will have full responsibility for each of your Submissions, as applicable, including their truthfulness, accuracy, completeness, honesty, currency, legality, reliability, form, and content.
You agree that you will not upload, post or otherwise make available on the Site any material protected by copyright, patent, trademark, or any other proprietary right without the express written permission of the owner of such copyright, patent, trademark or other proprietary right, and the burden of determining whether any material is protected by any such third party right is on you.
You represent and warrant that: (i) you have the right to grant the license set forth in this section, and (ii) the posting of your Submissions on or through the Site does not violate the privacy rights, publicity rights, intellectual property rights, contract rights or any other rights of any person. You agree to pay all royalties, fees, and any other monies owing any person by reason of any of your Submissions. Furthermore, you agree to defend, indemnify and hold harmless FRANCHISOR PIPELINE and its employees, contractors, officers, directors, affiliates and agents from any third party claims, actions, suits, damages, losses and demands, including, without limitation, attorneys’ fees, arising from or relating to: (i) any Submissions that you provide to FRANCHISOR PIPELINE or post to the Site, including, without limitation, any infringement of copyrights, patents, trademarks, proprietary rights, or any other harm resulting from any Submission that you make, (ii) your breach of these Terms, and (iii) your use of the Site.
When posting Submissions to or otherwise using this Site, you agree not to, without limitation:
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
- Violate any contractual or fiduciary relationship (such as by use of inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
- Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Use racially, ethnically, or otherwise offensive language.
- Discuss or incite illegal activity, or violate any applicable local, state, national or international law, intentionally or unintentionally.
- Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
- Post anything that exploits children or minors or that depicts cruelty to animals.
- Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
- Use any robot, spider, scraper or other automated means to access the Site.
- Take any action that imposes an unreasonable or disproportionately large load on our website infrastructure.
- Alter the Submissions posted by others on this Site.
This list of prohibitions provides examples and is not complete or exclusive. FRANCHISOR PIPELINE reserves the right to (a) terminate your access to your account and/or your ability to access the Site and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that FRANCHISOR PIPELINE determines is inappropriate or disruptive to this Site or to any other user of this Site.
FRANCHISOR PIPELINE may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at FRANCHISOR PIPELINE’s discretion, FRANCHISOR PIPELINE will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site and on the Internet.
These prohibitions do not require FRANCHISOR PIPELINE to monitor, police or remove any Submissions or other information submitted by you or any other user.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FRANCHISOR PIPELINE PROVIDES THE SITE, CONTENT, AND SUBMISSIONS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. EACH USER AGREES THAT USE OF THE SITE, CONTENT, AND SUBMISSIONS IS AT THE USER’S SOLE RISK. FRANCHISOR PIPELINE DOES NOT GUARANTEE IN ANY WAY THE RESULTS OF ANY TRANSACTION OR PURPOSE FOR WHICH THE SITE WAS UTILIZED. IN ADDITION, FRANCHISOR PIPELINE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FRANCHISOR PIPELINE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT OR SUBMISSIONS INCLUDED ON THE SITE. FRANCHISOR PIPELINE DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
Although FRANCHISOR PIPELINE believes that use of the Content available on its Site may facilitate the process of selling and buying franchisors, and otherwise provide useful information to franchisors, FRANCHISOR PIPELINE makes no representation or warranty that such Content or any other or information or content on the Site complies with applicable federal and state laws and regulations or is suitable, true, accurate, timely or complete. Neither the Content nor any Submissions have been verified or authenticated by FRANCHISOR PIPELINE and they may include inaccuracies or typographical or other errors.
NO PERSONAL ADVICE
This Site and Content are available only for the purpose of providing general information to facilitate the buy-sell process, and to inform the franchisor community about events, vendors, public company information, and news of interest to franchisors. You should not rely on this Site, the Content and the information and resources contained on this Site as a replacement or substitute for any professional, financial, legal or other advice. In no way will FRANCHISOR PIPELINE be responsible for any actions taken or not taken based on the information or resources provided on this Site. Any questions regarding financial, legal or other professional services issues arising out of the use of the Site or any information or resources provided on this Site should be referred to your own M&A Advisor, legal counsel or other professional advisor.
LIMITATION OF LIABILITY
NEITHER FRANCHISOR PIPELINE, NOR ANY OFFICER, AFFILIATE, DIRECTOR, SHAREHOLDER, AGENT OR EMPLOYEE OF FRANCHISOR PIPELINE WILL BE LIABLE TO ANY USER OF THE SITE OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EXPENSES OR COSTS, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF EARNINGS OR LOSS OF BUSINESS OPPORTUNITIES. RESULTING DIRECTLY OR INDIRECTLY FROM, OR OTHERWISE ARISING IN CONNECTION WITH ANY AND ALL OF THE FOLLOWING:
- THE USE OF THE SITE BY YOU, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM OR ARISING FROM YOUR RELIANCE ON THE SITE,
- ANY MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, DOWNTIME, TRANSMISSIONS OR ANY FAILURE OF PERFORMANCE OF THE SITE;
- THE TERMINATION OF YOUR REGISTRATION BY FRANCHISOR PIPELINE PURSUANT TO THESE TERMS;
- THE FAILURE, OR ALLEGED FAILURE OF ANY SERVICE OBTAINED OR NOT OBTAINED PURSUANT TO THE SITE, INCLUDING BY REFERRAL TO AN M&A ADVISOR, TO YOUR LEGAL TEAM, TO AN EVENT, TO A VENDOR, TO A PUBLIC COMPANY LISTING OR TO ANY NEWS ITEM;
- THE FAILURE, OR ALLEGED FAILURE, OF ANY SERVICE TO CONFORM TO ANY EXPECTATIONS, SPECIFICATIONS OR SPECIFIC USE TERMS, WHETHER PUBLISHED ON THE SITE OR NOT; OR
- ANY EVENT OR CONDITION OUTSIDE OF FRANCHISOR PIPELINES REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, GOVERNMENT RESTRICTIONS, STRIKES, WAR OR ANY NATURAL DISASTER OR INTERNET FAILURES.
LIMITATION OF DAMAGES
IN NO EVENT SHALL FRANCHISOR PIPELINE’S AGGREGATE LIABILITY FOR DIRECT OR OTHER DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED FIVE HUNDRED DOLLARS (USD$500).
You understand that your interactions and dealings with other users of the Site and/or services offered on and through the Site are solely between you and such other provider or user. FRANCHISOR PIPELINE is not responsible for any loss or damage of any sort incurred as a result of any such interactions or dealings, and FRANCHISOR PIPELINE has no obligation to become involved in any resulting dispute.
Users agree to comply with any applicable local, state, federal and international laws, statutes, rules and regulations relating to the Site and your use of the Site.
We may change the Site, the Content, and any and all information and materials on the Site and/or add, delete or modify some or all of our services offered on or through the Site, at any time at our sole discretion, with or without notice.
USE OF THE SITE; TERMINATION
FRANCHISOR PIPELINE reserves all rights to limit, restrict or terminate your access to the Site or any Restricted Areas for no reason or any reason whatever, including, without limitation, if FRANCHISOR PIPELINE believes that user conduct violates applicable law or is harmful to the interests of FRANCHISOR PIPELINE or other users of the Site.
The ownership, disclaimer of warranties, indemnities, limitation of liability, limitation on damages, disputes, website downtime, applicable law, no waiver, entire agreement, feedback, severability and notices sections shall survive any termination of these Terms.
FRANCHISOR PIPELINE reserves the right to make the Site unavailable from time to time for any reason and at any time without prior notice. In no event will FRANCHISOR PIPELINE be liable to any user for any loss, cost or damage that results from any period of down time occurring at the Site.
This Website is created and controlled by FRANCHISOR PIPELINE in the Commonwealth of Virginia, USA. As such, the laws of the Commonwealth of Virginia will govern these Terms, without giving effect to any principles of conflicts of laws. Any disputes relating to these Terms or the Site that are not found to be subject to arbitration as provided for below will be heard in the courts located in Fairfax County, Virginia.
FRANCHISOR PIPELINE’s failure to exercise or enforce any of its rights will not constitute a waiver of such right.
The Terms, including any Specific Use Terms, set forth the entire agreement between FRANCHISOR PIPELINE and you regarding the Site, and they supersede and control over any prior or contemporaneous oral, written or electronic communications, agreements or proposals about the Site. No modification of these Terms may be enforced against FRANCHISOR PIPELINE unless such modification is set forth in a writing signed by an officer or managing member of FRANCHISOR PIPELINE.
All disputes between you and FRANCHISOR PIPELINE relating to or arising from these Terms or the Site in any way will be arbitrated according to the rules of the American Arbitration Association (“AAA”) in Fairfax County, Virginia, including any dispute about the scope of this arbitration agreement, and including all questions about the types of disputes that are subject to this arbitration agreement, all of which you agree will be decided by the arbitrators, whose decision will be final and binding on you. Any issue concerning the extent to which a dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of this agreement, including any contention that all or part of this agreement is invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. You acknowledge and agree that, in any arbitration proceeding, no depositions will be taken, and all other forms of discovery of facts will be limited to those things that the arbitrators determine, in their sole discretion, to be necessary. Further, in any arbitration proceeding, (i) there shall be no award of punitive, exemplary, incidental or consequential or other special damages, (ii) the parties will conduct the arbitration confidentially and expeditiously and will pay their own costs and expenses of arbitration, including their own attorneys’ fees, and (iii) there shall be no class or group arbitration. The proceeding and the decision shall be kept confidential by the parties. The arbitration award may be enforced in any court having jurisdiction over the parties and the subject matter of the arbitration.
COPYRIGHT, PATENT AND TRADEMARK INFRINGEMENTS
FRANCHISOR PIPELINE respects the intellectual property rights of others, and we ask you to do the same. FRANCHISOR PIPELINE may, in appropriate circumstances and at our discretion, terminate access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement, patent infringement, and/or trademark infringement and appears on our Site, please provide FRANCHISOR PIPELINE’s designated agent the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted, patented, and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit FRANCHISOR PIPELINE to locate the material.
- Information reasonably sufficient to permit FRANCHISOR PIPELINE to contact you as the complaining party, such as a street address, telephone number, and, if available, an electronic mail address at which you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright, patent, and/or trademark owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
FRANCHISOR PIPELINE’s agent for notice of claims of copyright, patent, or trademark infringement on this Site can be reached as follows:
Brooklyn, NY 11216
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
You acknowledge and agree that any congratulations, testimonials, questions, comments, suggestions, ideas, feedback or other information about the Site (collectively, “Feedback“), provided by you to FRANCHISOR PIPELINE are non-confidential and shall become the sole property of FRANCHISOR PIPELINE. You hereby assign, transfer and convey to FRANCHISOR PIPELINE all your worldwide right, title and interest in and to your Feedback. FRANCHISOR PIPELINE shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of any Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
If a court of competent jurisdiction invalidates any provision of the Terms, the remaining provisions shall remain in full force and effect.
Any notice required to be delivered under these terms and conditions shall be delivered via e-mail. For notices to the registered user, the e-mail shall be directed to the e-mail address in the most current registration information.