IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ENROLLING IN THE TFF LEAD GENERATION PROGRAM. BY CLICKING THE BOX AND SUBMITTING LEAD GENERATION INFORMATION OR OTHERWISE ENROLLING, YOU (“FRANCHISOR”) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (“AGREEMENT”) WITH THE FRANCHISE FIRM LLC (“TFF”), A WYOMING CORPORATION WITH AN ADDRESS AT 433 PLAZA REAL SUITE 275, BOCA RATON, FL 33432. IF YOU DO NOT AGREE, DO NOT PARTICIPATE IN THE PROGRAM. FRANCHISOR AND TFF MAY BE REFERRED TO HEREIN COLLECTIVELY AS THE PARTIES.
WHEREAS, Franchisor desires to market and sell to potential purchasers a franchise, license, or business opportunity (the “Franchise”).
WHEREAS, TFF is an operating company affiliate of The Franchise Firm LLP (the “Firm”), a franchise-specific, full-service law firm serving franchise brands nationally as outside franchise counsel;
WHEREAS, TFF is the owner of the Firm’s website at thefranchisefirm.com (the “Website”);
WHEREAS, TFF has initiated a lead “Program”) designed to provide the Firm’s clients with the opportunity to market the Franchisor’s franchise opportunity (the “Franchise”) and generating leads (“Leads”) on the Website with no guarantee of success;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Incorporation of Recitals. The Parties affirm that the foregoing Recitals are true and correct and are incorporated and made part of this Agreement as though set forth in full in this Section.
2. Online Profile. Subject to the terms and conditions of this Agreement, Franchisor agrees to allow TFF, on a nonexclusive basis, to include a profile of Franchisor’s Franchise opportunity (“Profile”) on the Website.
3. Direct Communication. If a Lead fills out the information on the Website, the information will go directly to the Franchisor with a copy to TFF solely for tracking purposes. TFF will have no communications with Leads about the Franchise opportunity or Franchisor. TFF is not a broker and shall not act as a broker with regard to the Lead. Franchisor shall have the sole discretion to accept or deny a Lead as a franchisee.
4. No Guarantee. TFF is not required to generate any minimum number of Leads and does not guarantee that any Leads will result from the Program.
5. Non-Exclusivity. Franchisor acknowledges that participation in the Program is on a non-exclusive basis for both the Franchisor and TFF. Franchisor acknowledges that the Program may generate the same Lead to other franchise companies or brands on the Website.
6. Consent to Use Trademarks. Franchisor consents to TFF’s use of Franchisor’s trademarks in TFF’s marketing efforts to promote the Franchisor and the Program.
7. Legal Compliance. Franchisor represents and warrants that the information provided to TFF is true and accurate and the most updated information available about the Franchisor’s Franchise opportunity. Franchisor acknowledges that TFF is merely placing information provided by the Franchisor on its Website provided by the Franchisor through the Program form on the Website.
8. Lead Submission. Upon receipt of a Lead through the Website, Franchisor will notify TFF within 48 hours of receipt of such Lead information if any Lead is a person with whom Franchisor already has established a relationship prior to the communication through the Website, as evidenced by emails, CRM screenshots, or otherwise in writing. If no such objection notice is provided within such 48-hour period, the Lead will be deemed acceptable to Franchisor and eligible for the Program Fee in paragraph 10 below. If Franchisor notifies TFF that a Lead is a person with whom Franchisor already has established a relationship prior to a referral through the Program and provides reasonable information requested by TFF to confirm same, such a Lead will not be considered a Lead for purposes of this Agreement and the Program.
9. Franchisor Responsibilities. Franchisor will provide TFF with all information to include in Franchisor’s Profile in the TFF Lead Gen Form on the Website found at: https://thefranchisefirm.com/tff-lead-gen-program-form/. Franchisor represents and warrants that any and all information provided by or on behalf of Franchisor or any of its affiliates to TFF or any of its affiliates for Franchisor’s Profile or in connection with this Agreement is true, complete and accurate.
10. Compensation. TFF shall not charge any fee to a Firm client to join the Program. After the Franchisor joins the Program, the Franchisor agrees to pay ten percent (10%) of the total amount of initial fees paid by the Lead or its Affiliate(s) (the “Program Fee”) in conjunction with the execution of a Franchise Agreement, Development Agreement, Master Franchise Agreement (foreign or domestic), Area Development Agreement, Area Representative Agreement, Deposit Agreement, Earnest Money Agreement, Resale or similar agreement relating to the Franchise (collectively referred to as the “Franchise Agreement(s)”) pursuant to the fee schedule set forth in the Franchisor’s current-form Franchise Disclosure Document (“FDD”). If the Franchisor offers a discounted rate, TFF agrees to accept the Program Fee based on the reduced initial fee paid. The Program Fee payable to TFF is fully earned when paid, non-refundable, and not subject to any offsets or deductions. Franchisor acknowledges and agrees that if it receives information about a Lead that is generated through the Program and such Lead signs a Franchise Agreement with Franchisor, Franchisor must pay TFF a Program Fee, even if Franchisor had previous contact with such Lead (unless an objection notice was sent to TFF pursuant to Section 2). “Affiliate(s)” refers to and means any person or entity that is, in any way related to or connected with the Lead whether the Lead serves as the majority or minority owner of a corporate entity with other partners or is a business acquaintance, spouse, relative, partner, or joint venturer of the franchisee that ultimately signs the Franchise Agreement(s).
11. Late Payments and Conditions. Any portion of payments due to TFF under the terms and conditions of this Agreement that are not paid in full within 48 hours of payment by a Lead or an Affiliate of the Lead to Franchisor are subject to interest for each day late at a rate of 18% per year or at the maximum rate allowed by law, if said amount is less. TFF reserves the right to remove a Franchisor’s Profile from the Program after any invoice is considered late or unpaid based on the terms and conditions of this Agreement. The obligation of Franchisor to pay Program Fee shall not be dependent upon (i) any conditions or contingencies, (ii) the accounting recognition of the payment, (iii) the method of payment, including but not limited to, any promissory note accepted as full or partial payment by Franchisor, (iv) any partial payment Franchisor chooses to accept in lieu of full payment, or (v) any escrow deposit requirement or deferral placed on Franchisor by any jurisdiction or the amount of any fee (including no fee) that Franchisor agrees to accept from a Lead in conjunction with Franchisor executing Franchise Agreement with Lead. In the case of a deferral, the Program Fee shall be paid within 48 hours of receipt of the initial fee by the Franchisor. Franchisor must provide TFF with such reports related to any Leads that TFF requests, including updates on the status of Leads. TFF shall have the right, at any time and at its expense, to have an independent audit made of books and records of Franchisor relating to the sale, calculation, and payment of commissions and fees owed to TFF under this Agreement. If an audit should reveal that any commissions or fees owed to TFF have been understated, then Franchisor shall immediately pay to TFF the amount understated.
12. Termination. Either Party may terminate this Agreement upon notice. Upon termination, the Franchisor’s Profile shall be removed from the Website. Franchisor will remain responsible for the payment of any Program Fees due to TFF if an existing Lead as of the date of termination signs the Franchise Agreement within the one-year period following termination of this Agreement.
13. Compliance with Franchise Laws. Franchisor is solely responsible to comply with all applicable federal and state laws and regulations, including those regarding registering the offer and sale of its franchises, preparation, and proper distribution of FDDs to Leads, and any other related requirements. Franchisor further acknowledges and agrees that Franchisor is responsible for ensuring that its owners, directors, managers, officers, affiliates, agents (including any franchise sales organization), or employees also comply with all such federal and state laws and regulations. Franchisor agrees to keep all marketing, disclosure, and registration documents up to date, properly registered, in effect.
14. Indemnification. To the extent any claims, charges, actions or proceedings are brought against TFF, and arise from the acts or omissions of Franchisor or Franchisor’s owners, directors, managers, officers, affiliates, agents (including any franchise sales organization), or employees, including an alleged violation of any state or federal franchise law or regulation involving Franchisor’s franchises, Franchisor agrees to defend, indemnify and hold TFF, the Firm and its officers, directors, shareholders and affiliates harmless from any losses caused by such claims, charges, actions or proceedings and to reimburse TFF for costs and attorneys’ fees involved in such matter.
15. Disclaimer. TFF DOES NOT GUARANTEE THAT LEADS WILL GENERATE FROM THE PROGRAM OR THAT LEADS WILL PURCHASE A FRANCHISE. TFF MAKES NO WARRANTY OR REPRESENTATION AS TO THE QUALITY OF LEADS. FRANCHISOR AGREES THAT IT IS SOLELY RESPONSBILE FOR VETTING LEADS TO DETERMINE WHETHER THE LEAD IS A GOOD FIT FOR THE FRANCHISE. TFF MAKES NO REPRESENTATION OR WARRANTY THAT THE LEAD WILL BE SUCCESSFUL OR PROFITABLE IN THE FRANCHISE.
16. Binding Effect. This Agreement shall be for the benefit of and binding upon the Parties and their respective representatives, successors and assigns.
17. Execution of Additional Documents. Each Party hereto shall make, execute, acknowledge, and deliver such other instruments and documents, and take all such other actions as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.
18. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
19. Governing Law, Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without reference to the conflict of laws principles thereof. The Parties hereby consent to the exclusive jurisdiction and venue of the federal and state courts located in Palm Beach County, Florida, in any action arising out of or relating to this Agreement. The Parties waive any objection they might have to jurisdiction or venue of such forums or that the forum is inconvenient.
20. Dispute Resolution. Prior to any suit being initiated by either Party, the non-breaching Party shall issue a written notice of demand to the allegedly breaching Party setting forth the claim and giving the non-breaching Party 30 days to comply. If there is no compliance, the Parties shall mediate the claim as a condition precedent to lawsuit. Claims by TFF arising from non-payment shall be exempt from this dispute resolution procedure.
21. Attorney’s Fees. If any Party institutes or is made a party to any action or proceeding to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover all costs and attorney’s fees incurred in connection with such action or proceeding, or any appeal or enforcement of such action or proceeding.
22. JURY WAIVER. THE PARTIES HEREBY MUTUALLY, KNOWINGLY, WILLINGLY, AND VOLUNTARILY WAIVE THEIR RIGHT TO TRIAL BY JURY AND AGREE THAT NO PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT TO NO EXCEPTIONS.
23 Entire Agreement. This Agreement constitutes the entire integrated agreement of the Parties with respect to subject matter contained in this Agreement, and may not be subject to any modification without the written consent of the Parties.
24. Independent Contractor. TFF and Franchisor are independent contractors with respect to each other and nothing herein creates an association, a joint venture, partnership or other agency relationship between them.
25. Counterparts. This Agreement may be executed in multiple counterparts by the various Parties and the failure to have the signatures of all Parties on a single Agreement shall not affect the validity or enforceability of any part of this Agreement against any Party who executes any counterpart of the Agreement.
FLORIDA OFFICE:
433 Plaza Real, Suite 275
Boca Raton, FL 33432
