Does the Alloy franchise agreement include any representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability?

According to Alloy's 2025 Franchise Disclosure Document, the franchise agreement includes representations requiring prospective franchisees to assent to a release, estoppel, or waiver of liability. However, these representations are not intended to act as a release, estoppel, or waiver of liability incurred under specific state franchise laws. This protection applies to the California Franchise Investment Law, the Maryland Franchise Registration and Disclosure Law, the Illinois Franchise Disclosure Act, and the Franchise Investment Protection Act of Washington.

For a prospective Alloy franchisee, this means that while the franchise agreement may contain clauses that appear to limit Alloy's liability, those clauses will not supersede the protections provided by the franchise laws of California, Maryland, Illinois, and Washington. This ensures that franchisees in those states retain their rights and remedies under those state laws, regardless of what the franchise agreement might otherwise state.

Additionally, for franchisees in Maryland, the FDD includes an addendum that further protects their rights. Specifically, any provision requiring a franchisee to disclaim the occurrence or acknowledge the non-occurrence of acts that would violate the Maryland Franchise Registration and Disclosure Law will not act as a release, estoppel, or waiver of liability under that law. Furthermore, no disclaimer, questionnaire, clause, or statement signed by a franchisee can be interpreted as waiving claims of fraud in the inducement or disclaiming reliance on statements made by the franchisor. These provisions are designed to provide additional safeguards for franchisees in Maryland, ensuring they are not unknowingly giving up their legal rights.

It is important for prospective franchisees to carefully review the franchise agreement and any addenda, particularly those related to specific state laws, with legal counsel to fully understand their rights and obligations. While Alloy's franchise agreement may contain certain limitations of liability, these limitations are subject to the overriding protections provided by applicable state franchise laws.