GENERAL TERMS AND CONDITIONS

These Terms and Conditions are hereby made part of and are subject to the Franchisee Software as a Service Subscription Agreement between the named Franchisee and Enhance USA Technologies USA (the “SaaS Agreement”) (these Terms and Conditions together with the SaaS Agreement and the Service Level Agreement in Annex 1 shall be referred to as the “Agreement”).

1. SERVICES

1.1 Licensor Platform. Licensor owns, markets, and licenses its proprietary cloud-based services in object code format for the management of personal training business operations, known as Enhance Tech software platform and related mobile applications for iOS and Android platforms (“Licensor Platform”), including any update, new release, enhancement, improvement, or other adaptation or modification of the aforementioned cloud-based services that Licensor makes available to Franchisee (as defined in the SaaS Agreement) for use or access. Licensor Platform, together with other products and services, are collectively referred as “Services”.  A more detailed description of Licensor Platform, including any written guides relating to the use of the Licensor Platform in electronic form, will be made available to Franchisee upon request (“Documentation”).

1.2 Users.  In connection with the license to use the Licensor Platform, Licensor will provide login information available to employees, fitness trainers, gym members, and other individuals authorized by Franchisee to use and access Licensor Platform (each a “User”); provided that Franchisee will be responsible for any acts or omission of Users’ access to or use of the Licensor Platform in compliance with this Agreement (including applicable terms of use).

   2. PROPRIETARY RIGHTS

2.1 Provision of Access.  Subject to Franchisee's payment of Fees, and compliance with the terms and conditions of this Agreement, Licensor grants Franchisee a limited, non-exclusive, non-transferable license in the United States (the “Territory”) during the Term solely to access and use the Licensor Platform and related Documentation as contemplated herein. 

2.2 Proprietary Rights. Each Party owns and retains all rights, title, and interests in and to its Intellectual Property Rights owned (or licensed from a third party provider) by such Party as of the Effective Date or developed by such Party independent of this Agreement without use of or reference to the other Party’s Confidential Information.  For purpose of this Agreement, “Intellectual Property Rights” or “IPR” include, but are not limited to, (i) copyrights, (ii) trademarks, service marks, logo, trade name (including internet domain names) (together, “Marks”), (iii) patents (subsection (i)-(iii), whether registered or unregistered), and (iv) trade secret, processes methodologies, invention, known-how, and rights in design, and any other proprietary rights of any kind and all rights to enforce the foregoing. 

(a) Franchisee Properties. All materials provided to Licensor in connection with this Agreement, including all of Franchisee’s Confidential Information, communications, business rules and any other materials provided by Franchisee to Licensor in connection with this Agreement (collectively, “Franchisee Properties”), shall be and remain the exclusive property of Franchisee unless otherwise agreed in writing.  Licensor will use such Franchisee Property as necessary to provide the Services. 

(b) Licensor Properties. Licensor shall own and retain all right, title and interest in and to (a) the Licensor Platform including upgrades, and related Documentation, (b) Licensor’s Confidential Information; (c) software, application programming interfaces, and other technologies, information, and materials provided by Licensor to Franchisee to enable Franchisee to use and access the Licensor Platform; and/or (d) all Intellectual Property Rights (including Licensor Marks) related to any of the foregoing, including the designs, look-and-feel, combinations of colors, user interface, and the source code (together, “Licensor Properties”).  All rights not expressly granted to Franchisee are reserved by Licensor.

(c) Feedback. Licensor shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, feedback, or recommendations provided by Franchisee or any third party relating thereto (which expressly excludes Franchisee’s Confidential Information or Franchisee Properties) (“Feedback”) for the purpose of optimizing, improving, or enhancing Licensor Platform, or creating derivative product.  Feedback is provided by Franchisee “as-is” without warranty of any kind and Franchisee shall have no liability for Licensor’s use of Feedback.

2.3 Use Restrictions. Unless otherwise expressly permitted by Licensor in writing, Franchisee will not, directly or indirectly conduct any of the following: (1) copy, modify, or create derivative works or improvement of the Services or Documentation, in whole or in part; (2) distribute, republish, download, display, post, or transmit any portion of the Licensor Properties or provide support or other offerings for the Services outside the Territory or potential use outside the Territory; (3) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of any Licensor Properties or any part thereof; (4) combine or merge any part of the Licensor Properties with or into any other software, document, or work; (5) refer to or otherwise use any part of the Licensor Properties as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those of Licensor Properties; (6) remove, erase, or tamper with any copyright, logo, or other proprietary or trademark notice in the Licensor Properties, or other mechanism that obscures any of the foregoing, infringes or misappropriates Licensor’s IPR, or confusing a User as to Licensor’s rights in the Licensor Properties; (7) sell, market, license, sublicense, distribute, rent, loan, or otherwise grant to any third party any right to possess, access, or utilize any portion of the Licensor Properties without the express prior written consent of Licensor; (8) knowingly use the Licensor Properties to store, receive, or distribute any information or data that contains, transmits, or activates any virus, worm, malware, or other malicious computer code, or otherwise violates any applicable Laws or terms of use; (9) access or use the Licensor Properties for the purposes of a competitive analysis of the Licensor Properties and/or for the purposes of developing, improving, or distributing any products or services that would compete with the Licensor Properties; and/or (10) attempt to or assist any individual or entity in attempting to do any of the foregoing.

2.4 Compliance.  Franchisee agrees that Franchisee will use the Services in compliance with Documentation, the Use Restrictions in Section 2.3, and all applicable Laws.  Although Licensor has no obligation to monitor Franchisee’s use of the Services, Licensor may temporarily suspend Franchisee's, and/or any User's access to any portion or all of the Services if Licensor reasonably determines that Franchisee and/or any Users’ use of the Services (i) materially or knowingly breaches Section 2.3 (Use Restrictions) for which Licensor shall provide written notice of suspension at least 5 business days in advance; or (ii) poses an imminent or material security risk to the Services or to any other customer or vendor of Licensor, for which Licensor may suspend immediately.

2.5 Franchisee Contingencies.  Franchisee shall be responsible for obtaining and maintaining, at its own cost, any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Franchisee shall also be responsible for maintaining the security of the Equipment, Franchisee account, or passwords (including but not limited to administrative User’s passwords).  Franchisee shall ensure that itself and its Users abide by all Laws applicable to Franchisee’s use of the Services.  Franchisee is solely responsible for obtaining Users’ consents and acknowledgment, waiver, release of liability, and authorization in accordance with Franchisee’s existing policies and release forms prior to such User’s use of the Services. 

2.6 Third Party Materials. The terms of use, service, or sales of any third-party products, materials, or application programming interfaces (together, “Third Party Materials”) which integrate with the Licensor Platform, with the exception of application programming interfaces developed by Licensor, will be subject to and governed by the applicable end-user license, end-user subscription agreement, or other end-user agreement (collectively, “EULA(s)”) for such Third Party Materials.  The underlying design, operation, performance, availability, interoperability, and scalability of, and all warranties applicable to, any Third Party Materials shall be governed exclusively by the licensor’s EULA, and no Licensor Parties shall have any liability for the foregoing.

   3.CONFIDENTIALITY; DATA USE

3.1 Confidentiality

(a) From time to time during the Term of this Agreement, either Party ("Disclosing Party") may disclose or make available to the other Party ("Recipient"), non-public proprietary and confidential information of the Disclosing Party that (i) if disclosed in writing or other tangible form is clearly labeled as "confidential," (ii) if disclosed orally, is identified as confidential when disclosed and/or within 10 days thereafter, is summarized in writing and confirmed as confidential, (iii) refers to the terms of this Agreement, or (iv) a reasonably prudent person would believe to contain proprietary or confidential information of a Party and Users’ information ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Recipient's breach of its confidentiality obligations under this Agreement; (b) is or becomes available to the Recipient on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in the Recipient's lawful possession without obligation to keep it confidential, prior to the Disclosing Party's disclosure hereunder; or (d) was or is independently developed by the Recipient without the use of or reference to the Disclosing Party’s Confidential Information. If the Recipient is required by Laws or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify (to the extent legally permitted) the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party's sole cost and expense, a protective order or other remedy.  For the avoidance of doubt, Franchisee Confidential Information expressly includes original data, information, or content in any form, uploaded or inputted to the cloud-based platform hosting the Licensor Platform by, or on behalf of, Franchisee, or Users through their use of the Services (together, “Franchisee Data”).  Licensor’s Confidential Information expressly includes pricing information, business proposal(s), product information, audit reports, and/or financial records.

(b) The Recipient shall: (x) implement appropriate physical, technical and administration measures to protect the Disclosing Party’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than for the limited purpose of establishing its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any natural person or legal entity, except to the Recipient’s representatives who (1) have a legitimate need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under this Agreement, (2) have been informed of the confidential nature of the Confidential Information and the Recipient’s obligations under this Section 3.1; and (3) are bound by written confidentiality obligations (or professional rules of conduct) at least as protective of the Confidential Information as the terms set forth in this Agreement.

3.2 Data Use

(a) Franchisee Data. As between Licensor and Franchisee, all Franchisee Data is and shall remain the property of Franchisee, and Franchisee shall retain any and all rights, title and interest in and to the Franchisee Data.  Franchisee shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and the IPR ownership of Franchisee Data.  Franchisee shall ensure that it has and will continue to have all rights and consents necessary to allow Licensor to use, process, and store Franchisee Data for the purposes of performing Licensor’s obligations under this Agreement.

(b) Services Improvement. Subject to Licensor’s confidentiality obligations under this Agreement and compliance with all U.S. data protection Laws applicable to Licensor’s provision of the Services, the Parties agree and acknowledge that Licensor shall be permitted to create, analyze and use Usage Data for measuring and enhancing the functionalities and operations of the Services during the Term and thereafter.  For purpose of this Agreement, “Usage Data” means any and all deidentified and anonymized datasets reflecting the access or use of the Services by or on behalf of Franchisee or any Users, including any User profile-, visit-, session-, impression-, click through- or click stream- data and any statistical or other analysis, information or data based on or derived from any of the foregoing; provided that such aggregated or de-identified datasets do not identify any Users, Franchisee, or otherwise constitute Personal Information subject to Section 3.2(c).

(c) Data Privacy. To the extent the Franchisee Data constitutes “Personal Information” as defined under the California Privacy Rights Act of 2020 and related regulations (“California Privacy Laws”) or other applicable U.S. data privacy Laws (together, “U.S. data protection Laws”), the Parties agree that Franchisee is a business or controller and that it appoints Licensor as its service provider or processor to process Franchisee’s Personal Information as permitted under the Agreement and the U.S. data protection Laws, or for purposes otherwise agreed in writing (the "Permitted Purposes").  The Parties agree that: (i) Licensor shall not retain, use or disclose Personal Information for any purpose other than the Permitted Purposes; (ii) Personal Information was not sold to Licensor and Licensor shall not "sell" or “share” Personal Information (as the terms “sell” and “share” are defined by the California Privacy Laws); (iii) Licensor shall not retain, use or disclose such Personal Information for a commercial purpose other than the Permitted Purposes; and (iv) Licensor shall not retain, use or disclose Personal Information outside of the direct business relationship between Franchisee and Licensor.  Licensor certifies that it understands the restrictions set out in this Section and will comply with them. Once per annum, Franchisee shall have the right to either audit at Franchisee’s expense, or request written certification from Licensor of, Licensor’s compliance with its Data Use obligations set forth herein.

(d) Data Breach/Cyber Insurance. In the event Licensor suffers a data breach or suspected breach which is likely to involve Franchisee Data (a “Security Breach”); Licensor shall be responsible for containing such Security Breach, including mitigating the potential risks to the affected individuals and notifying the affected individuals and regulatory authorities of the Security Breach where required by law. Licensor shall be solely responsible for all costs and expenses associated with ensuring Licensor’s compliance with this Section. Licensor shall maintain cyber liability insurance coverage (including coverage for unauthorized access, failure of security, breach of privacy perils, as well as notification costs and regulatory defense) as required under the agreement between Crunch Franchising, LLC and Licensor. Such insurance shall be maintained in force at all times during the Term of the Agreement and for a period of two years thereafter for Services completed during the Term of the Agreement.

   4.FEES; INVOICES; AND TAXES

4.1 Fees. Franchisee will pay Licensor the applicable fees set forth in Section III of the “Business Terms” of the SaaS Agreement for the Services (the “Fees”).  If Franchisee believes that Fees set forth in the applicable invoices are calculated incorrectly, Franchisee must contact Licensor no later than 30 days after the invoice due date in which the error or problem appeared, to receive an adjustment or credit.  If no issue has been raised about the Fees within the 30-day period, the Fees will be deemed undisputed.  Franchisee will pay undisputed Fees within 30 days following its receipt of a Licensor-issued invoice (to be delivered electronically, i.e., PDF).

4.2 Invoices. Franchisee agrees to provide Licensor with accurate billing and contact information, including Franchisee’s legal name, street address, e-mail address, and name and telephone number of an authorized billing contact.  Franchisee agrees to update this information within 30 days of any change to it.  Any portion of any undisputed Fees or other amount payable hereunder that is not paid when due will accrue interest at one percent (1.0%) per month or the maximum rate permitted by applicable Laws, whichever is less, from the invoice due date until paid in full.  Licensor reserves the right to suspend Franchisee’s access to the Services if Franchisee’s account becomes delinquent and is uncured for a period of 45 days following the date of invoice due date.

4.3 Taxes. All amounts payable hereunder will exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges.  Franchisee will be responsible for payment of all such taxes (other than taxes based on Licensor’s income or payroll obligations), fees, duties and charges, and any related penalties and interest, arising from the payment of any Fees hereunder.  Franchisee will make all payments of Fees required hereunder to Licensor free and clear of, and without reduction for, any withholding taxes.

   5.TERM; TERMINATION; SUSPENSION

5.1 Term. This Agreement will commence on the “Effective Date” and continue for the “Term” as defined in Section II of the “Business Terms” of the SaaS Agreement. 

5.2 Termination. In addition to any other remedies it may have, either Party may terminate this Agreement for cause if the other Party materially breaches any of the terms or conditions of this Agreement and fails to cure such material breach within 30 days following written notice by the non-defaulting Party. Termination or expiration of this Agreement will not extinguish Franchisee’s obligations to pay all Fees due Licensor through the date of termination.  Following any termination or expiration of this Agreement, Licensor will make all Franchisee Data available for electronic retrieval by Franchisee in a commercially available software format (e.g., comma separate value, or “.CSV”, format) for a period of up to 30 days (“Transition Period”).  After the Transition Period, Licensor will have no obligation to maintain or provide any Franchisee Data and will thereafter delete or otherwise render unrecoverable copies of all Franchisee Data, including Personal Information in its systems or otherwise in its possession or control unless legally prohibited under applicable Laws within 60 days; provided that Licensor has the right to (i) retain, but not use, only the minimum amount of such archival copies of Franchisee Data (excluding Personal Information) as necessary to comply with applicable Laws or Licensor’s standard archival requirements, or for the limited purposes of audit, compliance, cybersecurity, and/or defense of legal claims; (ii) ensure that such retained information continues to be subject to the confidentiality protection of this Agreement, including access control restrictions; and (iii) delete such retained information when the retention period has expired.  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Sections 2 (Proprietary Rights), 3 (Confidentiality; Data Use), 4 (Fees; Invoices; and Taxes), 5.2 (Termination), 6.2 (Warranty Disclaimers), 7 (Indemnification; Risk Allocation), and 8 (Miscellaneous).

    6.WARRANTY AND DISCLAIMER

6.1 General Warranties.  Each Party represents and warrants that it has the right, power, and authority to execute and deliver this Agreement, and when duly authorized, executed, and delivered by such Party, constitutes the legal, valid, and binding obligations of such Party, enforceable in accordance with applicable Laws and terms of this Agreement; and (c) it will comply with all Laws applicable to the performance of its obligations set forth herein.

6.2 Warranty Disclaimer. The Parties acknowledge that the Services may be subject to limitations, delays and other types of interruptions that are inherent in the use of the internet and other types of electronic communications such as failure in performance resulting from acts or events beyond Licensor’s reasonable control.  Therefore, Licensor does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from the use of the Services.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

   7.INDEMNIFICATION; RISK ALLOCATION

7.1 Indemnification:

(a) Franchisee agrees to indemnify and hold harmless Licensor, its officers, directors, shareholders, employees, contractors, representatives, and successors and assigns (“Licensor Parties”) against any damages, losses, liabilities, settlements and expenses (including without limitation reasonable costs and attorneys’ fees)(“Losses”) arising from any third party claim or action to the extent alleging (i) Licensor’ use of Franchisee Data, in the format provided by Franchisee, infringes or otherwise violates such third party’s proprietary, privacy, or other rights, or otherwise breaches any applicable Laws; or (ii) any gross negligence, willful misconduct, or material breach of this Agreement by Franchisee or any of its Users in connection with their access or use of the Services.

(b) Licensor agrees to indemnify and hold harmless Franchisee and its officers, directors, shareholders, employees, contractors, representatives, and successors and assigns (“Franchisee Indemnities”) against any Losses to the extent arising from a third party claim or action alleging; (i) any gross negligence, willful misconduct, or material breach of this Agreement by Licensor (ii) Franchisee’s use of any Services infringes upon any third party’s IPR (“Infringement Claim”).  Notwithstanding the foregoing, if the Services becomes the subject of such Infringement Claim, then Licensor may, at its option: (x) procure for Franchisee the right to use the Services free of any liability for infringement; (y) replace or modify the Services to make it non-infringing but with reasonably comparable functionality; or (z) if Licensor determines that the previous two options are not available on a commercially reasonable basis, terminate this Agreement and refund any unused Fees pre-paid by Franchisee for the affected Services covering the remainder of the Service Period.  Furthermore, Licensor has no liability for, and no obligation to indemnify Franchisee against, any third party claim to the extent arising from (i) use of the Services in combination with third party materials not provided or authorized by Licensor in writing (including Documentation) where absent the combination there would be no infringement; (ii) modification to the Services not made by Licensor; (iii) Franchisee’s failure to incorporate updates or upgrades to the Services as directed by Licensor; or (iii) Franchisee’s or its Users’ breach of Section 2.3 (Use Restrictions).

(c) The Party seeking indemnity under this Section 7.1 (“Indemnitee”) will use commercially reasonable endeavors to mitigate its damages arising out of any third party claims.  The Party undertaking the indemnity obligations (“Indemnifying Party”) shall have sole control of the defense and of all negotiations for settlement of such action; provided that the Indemnitee has the right to participate at its own expense in the claim or suit and in selecting its own counsel therefor.  At the Indemnifying Party’s request and cost, the Indemnitee will reasonably cooperate with the Indemnifying Party in defending or settling any such action.  Without the Indemnitee’s prior written consent, which shall not be unreasonably conditioned, withheld, or delayed, the Indemnifying Party shall not enter into or otherwise consent to an adverse judgment, make any admission as to liability or fault that would adversely affect Indemnitee, or settle such claim or suit.  Each Party’s respective indemnification obligations do not apply to the extent any Loss is caused by the Party seeking indemnification or arises as a direct result of such Party’s breach of this Agreement.  THE FOREGOING IS THE INDEMNIFYING PARTY’S SOLE OBLIGATION AND THE INDEMNITEE’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIMS INDEMNIFIABLE UNDER THIS SECTION 7.1.

7.2 RISK ALLOCATION:  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES AGREE THAT:

(a) NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF REVENUE OR PROFIT, OR COST OF SUBSTITUTE GOODS OR SERVICES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) SUBJECT ALWAYS TO SECTION 7.2(C) BELOW, A PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, INDEMNIFICATION OR OTHERWISE, SHALL NOT EXCEED ONE MILLION US DOLLARS ($1,000,000).  THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF OTHER REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.

(c) NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, IN RESPECT OF A DEFAULTING PARTY, NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES LIABILITY FOR (i) FRAUD, GROSS NEGLIGENCE, AND WILLFUL MISCONDUCT, OR (iii) ANY MATTER FOR WHICH IT WOULD BE ILLEGAL TO EXCLUDE OR LIMIT LIABILITY.

   8.MISCELLANEOUS:

(i) Waiver; Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  A waiver of any breach or default in one instance shall not constitute a waiver for any other purpose or in any other instance.  (ii) Assignment. This Agreement is not assignable, transferable or sublicensable by Franchisee without Licensor’s prior written consent.  Notwithstanding the foregoing, either Party may assign this Agreement in its entirety together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party.  (iii) Entire Agreement. These Terms and Conditions together with the SaaS Agreement and the Service Level Agreement in Annex 1 are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. To the extent there is a conflict between these Terms and Conditions and the SaaS Agreement, the SaaS Agreement shall prevail. (iv) Amendment. All waivers, modifications, and/or amendments must be in a writing signed by both Parties, except as otherwise provided herein. (v) Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither Party has any authority of any kind to bind the other Party in any respect whatsoever.  (vi) Notice. All notices under this Agreement will be in writing and be sent to the Recipient’s contact information as provided on the first page of this Agreement (or as specified in writing after the Effective Date).  Notice will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  (vii) Force Majeure Event.  Except for Franchisee’s obligation to pay the applicable Fees when due, no Party will be liable to the other for failure or delay in performance caused by event beyond the affected Party’s reasonable control, such as acts of God, civil or military authority, civil disturbance, war, terrorism, strikes, pandemic, hurricanes, tornadoes, floods, fires or other natural or unnatural catastrophes (“Force Majeure Event”) and such failure or delay will not constitute a material breach of this Agreement. Fees for Services will be suspended during any Licensor Force Majeure Event during which Licensor is unable to provide the Services after the first thirty (30) days of such Licensor Force Majeure Event. (viii) Non-Disparagement. Other than as necessary to respond to any legal or regulatory process or proceeding or as may be required by law, each Party shall refrain from making, or causing or encouraging others to make, any public or private statements (including on social media) that disparage, denigrate, criticize, or malign the other Party. Notwithstanding the foregoing, Franchisee shall have no liability for a User’s comments on social media. (ix) Dispute Resolution. If a dispute arises out of this Agreement, a Party will be entitled to refer the dispute by Notice ("Dispute Notice") for resolution by the Parties' respective manager who will meet to resolve the dispute within 15 days after delivery of such Dispute Notice.  If the Parties fail to resolve the dispute within the foregoing period, the dispute will then be automatically referred to a senior representative of each Party, who will meet to resolve the dispute within 30 days following the delivery of the Dispute Notice.  If the dispute cannot be resolved within such 30 days, each Party may exercise all other rights and remedies available to it under this Agreement.  (x) Governing Law. This Agreement shall be governed by the Laws of the State of New York without regard to its conflict of laws provisions.  For purposes of this Agreement, “Laws” means laws, regulations, rules enacted by any federal, state or local government in a relevant jurisdiction, including any regulatory requirement contemplated thereunder.  TO THE FULLEST EXTENT PERMITTED BY LAWS, EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO THIS AGREEMENT. (xi) Remedies Cumulative.  Except as otherwise provided in the Agreement, the remedies provided herein are intended to be cumulative and will not be deemed to exclude any other right or remedy that a Party may have at law or in equity.  (xii) No Third-Party Beneficiaries.  This Agreement does not create any rights, claims or benefits, claims other than the Parties or their respective successors or permitted assigns.  (xiii) Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.  (xiv) Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original, but which together constitute one and the same instrument.  The Parties may exchange signature pages by email or electronic signature process and such signatures will be effective to bind the Parties to the Agreement.  (xv) Interpretation. There is no rule of interpretation against the drafter in drafting these terms and conditions.  Both Parties acknowledge they have had ample time to review and negotiate the terms and conditions and have had the opportunity to review these terms and conditions with their respective legal advisers.

Annex 1. Service Level Agreement:

Support services to Franchisees are set forth in this Annex 1 (“Support Services”) and will be provided via a HubSpot ticketing system. The standard support hours are as follows:

• Realtime support (for Enhance team based in the U.S.): 8AM to 6PM across all US time-zones on business days (excluding public holidays)

• Downtime support (for remote support team based outside the U.S.): 9AM to 6PM Asia/Dubai time on business days (excluding public holidays)

Response times will be based on priority level associated with the issue: