This website, www.crowdfranchise.com (including any subdomain thereof, "CF Website" , is owned and operated by "Crowdfund, LLC" (the "Company," "we," or "us" By accessing or using the CF Website, you (the “User” ) signify that you have read, understand and agree to be bound by these terms of service ( “Terms of Use” ), regardless of whether you are a registered member of the CF Website.

The CF Website is a technology platform that permits “Accredited Investors” (as defined below) and certain other persons to independently connect with issuers of privately placed, non-public, securities relating to franchise and franchise related investments (such service, collectively with any and all other products now or hereafter provided at, by or through the CF Website; the "Service" ). These Terms of Use govern your access and use of the CF Website and the Service. Please read these Terms of Use carefully before using the Service on the CF Website.

If you violate any of these Terms of Use (which include, by reference, CrowdFranchise’s Privacy Policy), or otherwise violate an agreement between you and us, the Company may terminate your membership, delete your profile and any content or information that you have posted on the CF Website and/or prohibit you from using or accessing the Service or the CF Website (or any portion, aspect or feature of the Service or the CF Website), at any time in its sole and absolute discretion, with or without notice. Further, you hereby acknowledge and agree that none of CrowdFranchise.com, the Company, and/or any of their respective, employees, officers, directors, managers, members, employees, equity holders, representatives or other agents, and/or affiliates (the foregoing parties, individually and collectively, the "CrowdFranchise Parties" ) will, in any way, be liable to you or any third party for any such termination of your membership.

In addition to these Terms of Use, you may now or hereafter be asked to enter into other agreements with us (and/or others) that will govern your use of the Service or related services offered by us (and/or others). If there is any contradiction between these Terms of Use and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, "Users" means anyone who accesses and/or uses the CF Website.

Changes to these Terms of Use

We may make changes to these Terms of Use at any time and from time to time. If we do this, we will post the changed Terms of Use on the CF Website and will indicate at the top of this page the date the Terms of Use were last revised. You understand and agree that your continued use of the Service or the CF Website after we have made any such changes constitutes your acceptance of the new Terms of Use.

Eligibility

This CF Website is intended solely for Users who are eighteen (18) years of age or older, and any registration by, use of or access to the CF Website by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service or the CF Website, you represent and warrant that you are 18 or older and that you agree to and abide by all of the terms and conditions of these Terms of Use.

The portion of our Service (and certain pages of the CF Website) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein are available only to certain qualified, registered and authorized users. Such portions of our Service and the CF Website may thus not be available in all jurisdictions or to all Users.

For persons resident in the United States, only “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act” ), with a valid User ID and password, are authorized to access such services and web pages (such persons being ( (“Accredited Investors”)). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two (2) years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year. In some cases, you may be required (and prior to actually investing in securities offering, will be required) to provide supporting documents to issuers that provide proof that you are an Accredited Investor. Such authorization may require completion of an Accredited Investor questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for CrowdFranchise to immediately discontinue your use of the Service by preventing your access to the CF Website and the Service.

Persons who are resident outside of the United States are allowed access to such investment opportunities only if such access does not violate the laws of their country of residence. Our services (and certain pages of the CF Website) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where the Company is not authorized to provide such information or services.

At this time, our Service cannot be used by Non-U.S. persons (which are defined as any person falling outside of the definition of the term “U.S. Person” under Regulation S adopted by the Securities and Exchange Commission of the U.S. on 24th April 1990, as amended from time to time). Each investment product and service referred to on the CF Website is intended to be made available only to U.S. persons, and is only available in jurisdictions where that investment product or service may lawfully be made available

Securities Offerings; No Professional Advice Provided

The securities offered on, at or through the CF Website have not been, and will not be, registered under the Securities Act, in reliance on the exemptive provisions of Section 4(2) of the Securities Act and Regulation D and Rule 506, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission (S.E.C.), nor any state securities commission or other regulatory authority, has reviewed, recommended or approved any investment described on, and/or the accuracy or completeness of any of the information or materials provided by or through, the CF Website. CrowdFranchise is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration. To the extent required, the sale of securities offered on, at or through the CF Website, will be made by, or otherwise with the assistance of, a securities broker/dealer registered with the S.E.C. and/or the Financial Industry Regulatory Authority, Inc. (F.I.N.R.A.) (such entity; a “ Registered Broker ”).

Investment overviews on the CF Website contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes ONLY and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained in the CF Website has been prepared, or otherwise presented, by CrowdFranchise without reference to any particular user's investment requirements or financial situation, and potential investors are STRONGLY URGED to consult with professional tax, legal and financial advisors before making any investment.

You may not become a beneficial owner of twenty percent (20%) or more of any issuer’s outstanding voting equity securities (an “Issuer Covered Person” ) without becoming subject to certain “bad actor” disqualifying events described in Rule 506(d) (a “Disqualifying Event” ). By using the Service or the CF Website, you hereby represent that you are not subject to a Disqualifying Event and that you will promptly notify CrowdFranchise in writing should any Disqualifying Events be applicable to you. CrowdFranchise is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.

Prohibited Conduct (Including Non-Circumvention Restriction)

By using the CF Website, you agree that CrowdFranchise has expended significant time and effort developing its base of sponsoring franchise/franchisee/franchisor companies and borrowers, and in view thereof you agree that, for a period through and until two (2) years following any termination of your account, you may not solicit, initiate, encourage, or engage in discussions or negotiations with any sponsoring franchise/franchisee/franchisor company or other third party introduced to you by CrowdFranchise, or from whom you otherwise find out about the party and/or the project, without the express written permission of CrowdFranchise or such other relevant party. This provision shall survive any termination of these Terms of Use.

Our CF Website contains certain confidential information ( “Confidential Information” ), much of which pertains to the investment offerings listed on our platform. Confidential Information includes, but is not limited to, all technical and non-technical data. By accessing or using the CF Website, you agree that all Confidential Information will be kept in confidence by you and that you will only use such Confidential Information for the purposes for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party. These restrictions will not apply to Confidential Information to the extent: (a) it was in the public domain at the time of disclosure; (b) became publically available after disclosure without breach of this agreement; (c) was lawfully received from a third party without such restrictions; (d) it was known to you without such restrictions prior to your access to it via our CF Website; (e) it was independently developed by you without breach of this agreement; (f) it was generally made available to third parties by CrowdFranchise without such restriction; or (g) disclosure is required by applicable law.

You agree to use the CF Website and Service only for purposes that are legal, proper and in accordance with these Terms of Use and any applicable law, rules or regulations. Without limiting the generality of the foregoing, you may not:

  • use the Service in any manner that could damage, disable, overburden, or impair the Service, or interfere with any other party's use and enjoyment of the Service;
  • attempt to gain unauthorized access to the CF Website, the Service, or the computer systems or networks connected to the Service through hacking, password mining or any other means;
  • create user accounts by automated means or under false or fraudulent pretenses;
  • utilize any data provided on the CF Website (including third-party provided data) for purposes other than evaluating listed investment opportunities;
  • transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
  • defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  • upload, post, email or transmit, or otherwise make available through the Service any inappropriate, defamatory, infringing, obscene, or unlawful content;
  • upload, post, email or transmit, or otherwise make available through the Service any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
  • upload, post, email or transmit, or otherwise make available through the Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
  • run Maillist, Listserv, or any form of auto-responder or “spam” on the Service;
  • use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the CF Website, including to engage in the practices of "screen scraping," "database scraping" or any other activity with the purpose of obtaining content or other information;
  • interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service, including to utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over the CF Website's pages, or otherwise affect the display of the CF Website's pages;
  • download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;
  • impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
  • remove any copyright, trademark or other proprietary rights notices contained in or on the Service;
  • use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or collect information about its Users for any unauthorized purpose;
  • submit content that falsely expresses or implies that such content is sponsored or endorsed by and of the CrowdFranchise Parties and/or any Registered Broker;
  • use the Service for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, or equivalent laws or regulations in foreign jurisdictions);
  • promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
  • share or disclose with anyone any information obtained through the Service about any investment offerings; or
  • use the Service for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting other users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other users.

Registration Data; Account Security

In consideration of your use of the CF Website, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the CF Website (collectively the “ Registration Data ”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; (d) be fully responsible for all use of your account and for any actions that take place using your account; (e) immediately notify Company of any unauthorized use of your password or account or any other breach of security; and (f) ensure that you exit from your account at the end of each session when accessing the service. Company will not be liable for any loss or damage arising from your failure to comply with this Section.

Proprietary Rights in CF Website Content; Limited License

All content on the CF Website, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “ CF Website Content ”), are our proprietary property with all rights reserved. No CF Website Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that, if you are eligible for use of the CF Website, you are granted a limited license to access and use the CF Website and to download or print a copy of any portion of the CF Website Content solely for your personal use, provided that you keep such portions confidential and all copyright or other proprietary notices intact. You may not republish CF Website Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the CF Website Content is strictly prohibited. Any use of the CF Website or the CF Website Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.

Linked CF Websites

The Website may contain links to certain third party websites ( “Linked CF Websites” ). These links are provided only as a convenience and the inclusion of any link is NOT, and shall NOT, be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification and/or monitoring by any of the CrowdFranchise Parties, of any information, materials, products, or services contained in or accessible through any Linked CF Website. Further, in no event shall CrowdFranchise be responsible for the information contained on any Linked CF Website or your use of or inability to use any Linked CF Website. Access and use of Linked CF Websites (including without limitation, access and use of the information, material, products, and services on Linked CF Website and/or available through Linked CF Website) is solely at your own risk. Your access and use of the Linked CF Websites are governed by the terms of use and privacy policies of such Linked CF Websites, and we STRONGLY URGE you to carefully review all such terms and policies.

User Content

The Service may allow you and other users to submit, post, transmit and share content with other Users. You are solely responsible for any and all such content (including, without limitation, any and all photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display (hereinafter, “ post ”) on or through the CF Website, and/or otherwise transmit to, or share with, other Users (all such content, collectively, the “ User Content ”). It is against the Terms of Use to contact sponsoring franchise/franchisee/franchisor companies or borrowers directly or to attempt to enter into any transactions with such persons or entities outside of the Service. You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of the Company violates these Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.

By posting User Content to any part of the CF Website, you automatically grant, and you represent and warrant that you have the right to grant, to the Company and the CF Website an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the CF Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the CF Website at any time. If you choose to remove your User Content, the license granted above will not expire.

You may review personal information (including credit data) posted by other Users on the CF Website, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of other Users.

You acknowledge and agree that the Company may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of the Company, its Users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints

If you believe that any material on the CF Website infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:

Ginsberg Jacobs LLC

300 South Wacker Avenue, Suite 2750

Chicago, Illinois 60606

Attention Anthony J. Zeoli, Esq.

azeoli@ginsbergjacobs.com

(312) 660-2206

To meet the notice requirements under the Digital Millennium Copyright Act (“ DMCA ”), the notification must be a written communication that includes the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) 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, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the registrations of Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the CF Website and/or terminate the registrations of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Consent to Electronic Transactions and Disclosures

Because CrowdFranchise operates largely on the Internet, it is necessary for you to consent to transact business with us online and electronically. Before you decide to do business electronically with the CF Website, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, such as Internet Explorer 5.0 or above and Netscape Navigator 6.0 or above, or the equivalent software; and hardware capable of running this software.

Each of the CrowdFranchise Parties and Registered Broker (to the extent applicable) generally receive all payments, and make all disbursements, through electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide to us (the “ User Account ”). By accessing or using the CF Website and the Service, you authorize the financial institution holding the User Account to pay any and all amounts described herein, and authorize CrowdFranchise, the Company and/or Registered Broker (to the extent applicable) to make any and all investment disbursements, to such User Account. You further agree to provide CrowdFranchise updated information regarding the User Account upon CrowdFranchise’s request and at any time that the information earlier provided is no longer valid.

As part of doing business with the CrowdFranchise Parties and/or Registered Broker (to the extent applicable), you must also consent to our giving you certain disclosures electronically, either via our CF Website or to the email address you provide to us. By accessing or using the CF Website and the Service, you hereby agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, schedules or information statements, arising from or relating to your registration as an investor on our CF Website, any investments you may make, your use of this Service, and the servicing of any investment you may make (each, a “ Disclosure ”), from one or more of the CrowdFranchise Parties, Registered Broker (to the extent applicable), and/or any service provider one or more of the foregoing may use from time to time. An IRS Form 1099 refers to any Form 1099 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to the U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an “ IRS Form 1099 ”). The decision to accessing or using the CF Website and the Service is yours. This document informs you of your rights concerning such Disclosures.

Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any and all transactions now or hereinafter occurring to which such Disclosures relate, whether between you and any of the CrowdFranchise Parties and/or Registered Broker (to the extent applicable). Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

You may not withdraw such consent as long as you have outstanding any investments made by or through the CF Website and/or the Service. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

You also hereby expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from any one or more of the CrowdFranchise Parties and/or marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.

If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device's respective "app store". If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.

Updates.

You must keep us informed of any change in your e-mail address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive all Disclosures in a timely fashion. You can contact us by e-mail at info@crowdfranchise.com by calling us at (312) 242-1843. You may also reach us in writing to us at the following address: CrowdFranchise, 215 W. Ohio St. Ste. 1W, Chicago, IL 60654.

User Disputes

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Privacy

Please review the CF Website's Privacy Policy. By using the CF Website or the Service, you are consenting to have your personal data transferred to and processed in the United States.

Disclaimers

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EACH OF THE CROWDFRANCHISE PARTIES HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Neither the Company, nor any of the other CrowdFranchise Parties, guarantees the accuracy of any User Content or Third Party Content, or any portion thereof. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the CF Website and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the CF Website or in connection with any User Content or Third Party Content. Further, neither the Company, nor any of the other CrowdFranchise Parties: (a) is responsible for the conduct, whether online or offline, of any User of the CF Website or Service; (b) can guarantee or promise, or does guaranty or promise, any specific results (relating to investments or otherwise) from use of the CF Website and/or the Service.

The CF Website and/or the Service may be temporarily unavailable from time to time for maintenance or other reasons. Neither the Company, nor any of the other CrowdFranchise Parties, is responsible, or shall otherwise be held liable (in whole or in part): (a) for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications; (b) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet, on the CF Website, or combination thereof, including without limitation, injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. By using the CF Website or the Service you hereby acknowledge and agree that, under no circumstances, will the Company or any of the other be CrowdFranchise Parties responsible for any loss or damage (including without limitation, any loss or damage to any User Content and/or personal injury or death) resulting, directly or indirectly, from: (a) anyone's use of the CF Website and/or the Service; (b) any User Content or Third Party Content posted on or through the CF Website or the Service or transmitted to Users; and/or (c) any interactions between Users of the CF Website, whether online or offline.

The Company reserves the right to change any and all content contained in the CF Website and any Services offered through the CF Website at any time and from time to time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.

Limitation on Liability

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL ANY OF THE CROWDFRANCHISE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE), EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ANY OF THE CROWDFRANCHISE PARTIES, REGARDLESS OF THE CAUSE OF ACTION.

CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Governing Law; Jurisdiction and Venue; Waiver of Jury Trial

By using the CF Website and/or the Service, you hereby irrevocably (to the fullest extent permitted by law):

(A) acknowledge and agree that the laws of the State of Illinois , without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Use and your use of the CF Website and the Service;

(B) ACKNOWLEDGE AND AGREE THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY YOU AND ARISING DIRECTLY OR INDIRECTLY OUT OF THESE TERMS OF USE AND/OR YOUR USE OF THE CF WEBSITE OR THE SERVICE SHALL BE LITIGATED IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS, OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS OR, IF ANY OF THE CROWDFRANCHISE PARTIES INITIATES SUCH ACTION, ANY COURT IN WHICH THE SAME SHALL INITIATE SUCH ACTION AND WHICH HAS JURISDICTION; and (I) EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY ANY OF THE CROWDFRANCHISE PARTIES IN ANY OF SUCH COURTS; and (ii) WAIVES ANY CLAIM THAT CHICAGO, ILLINOIS OR THE NORTHERN DISTRICT OF ILLINOIS IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE.

(C) WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG YOU AND ANY ONE OR MORE OF THE CROWDFRANCHISE PARTIES ARISING OUT OF, OR IN ANY WAY RELATED TO, UR USE OF THE CF WEBSITE AND/OR THE SERVICE, OR ANY RELATIONSHIP BETWEEN YOU AND SUCH OF THE CROWDFRANCHISE PARTIES.

Indemnity

By using the CF Website and/or the Service, you hereby irrevocably (to the fullest extent permitted by law)agree to indemnify and hold the Company and each of the other CrowdFranchise Parties, and each Registered Broker (to the extent applicable), harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising (directly or indirectly) out of, or otherwise in connection with: (a) your use of the CF Website and/or the Service; (b) your conduct in connection with your use of the CF Website and/or the Service or with other Users of the CF Website and/or the Service; (c) any violation of these Terms of Use, any applicable law and/ or the rights of any third party; and/or (d) any of your User Content and any Third Party Content you post or share on or through the CF Website. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Investor Members: Securities Matters

Notwithstanding anything to the contrary in these Terms of Use, in no event shall anything in these Terms of Use be deemed to be a waiver, and we will not assert there has been a waiver, that would be permissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, and/or any other applicable provision of federal and state securities laws.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the CF Website and/or the Service (“ Submissions ”), provided by you to Company or any of the other CrowdFranchise Parties are non-confidential and shall become the sole property of Company. Further, the Company shall own exclusive rights (including, without limitation, all intellectual property rights), and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.

Other

The failure of the Company or any of the other CrowdFranchise Parties to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance.

Wherever possible, each provision of these Terms of Use shall be interpreted in such manner as to be effective and valid under applicable law. Any term or provision of these Terms of Use that is deemed invalid or unenforceable in any situation shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. Further, in the event that any clause, term, or condition of these Terms of Use shall be held invalid or contrary to law: (a) this Agreement shall remain in full force and effect as to all other clauses, terms, and conditions; (b) the subject clause, term, or condition shall be revised to the minimum extent necessary to render the modified provision valid, legal and enforceable; and (c) the remaining provisions of these Terms of Use shall be amended to the minimum extent necessary so as to render these Terms of Use, as a whole, most nearly consistent in light of the modification or removal of the invalid or illegal provision

Questions

Please visit our FAQ for more information; you may also contact us via email at info@crowdfranchise.com.