factual

Can payments to an Alloy Cooperative be applied toward my local marketing requirement?

Alloy Franchise · 2025 FDD

Answer from 2025 FDD Document

ed to you if you request it. You will not have to participate in more than one Cooperative.

The payments you make to a Cooperative may be applied by you toward satisfaction of your local marketing requirement. If the amount you contribute to a Cooperative is less than your local advertising requirement, you must still spend the difference locally. By vote of the members, the members will determine the amount that each member must contribute to the Cooperative, but the amount you must contribute will not be more than 1% of Gross Sales, unless the members of the Cooperative vote to exceed that amount. All contributions to the Cooperative will be maintained and administered in accordance with the documents governing the Cooperative, if any. The Cooperative will be operated solely as a conduit for the collection and expenditure of the Cooperative fees for the purposes outlined above. No marketing or promotional plans or materials may be used by the Cooperative or furnished to its members without first obtaining our approval, as described above under "Local Marketing". Currently there are no Cooperatives in the System. The Cooperative is not required to prepare an annual financial statement.

Each Cooperative member, including us or our affiliates, will have one vote on all Cooperative matters, but no franchisee (or commonly controlled group of franchisees) will have greater than 25% of the total vote.

Advisory Council

There are presently no advisory councils composed of franchisees and/or our representatives, but there may be these councils in the future. If we decide to form an advisory council, it will include our representatives and franchisee representatives. We will select the franchisee members of the council based, in part, on their length of time in the System and the performance of their Franchised Businesses. If formed, we reserve the right to merge, change or

dissolve the council in our sole discretion. The council will be advisory only and will not have decision making authority. If you participate on an advisory council, you must pay all expenses you incur related to your participation, such as travel and living expenses related to council meetings. We may also charge dues for all representatives on an advisory council. We shall have the right to remove council members in our discretion. We anticipate establishing an advisory council during 2025.

Website, Intranet and Social Media

We alone may establish, maintain, modify or discontinue all internet, world wide web and electronic commerce activities pertaining to the System. We may establish one or more websites accessible through one or more uniform resource locators ("URLs") and, if we do, we may design and provide for the benefit of your Facility a "click-through" subpage at our website for the promotion of your Facility. If we establish one or more websites or other modes of electronic commerce and if we provide a "click-through" subpage at the website(s) for the promotion of your Facility, you must routinely provide us with updated copy, photographs and news stories about your Facility suitable for posting on your "click-through" subpage. We reserve the right to specify the content, frequency and procedure you must follow for updating your "click-through" subpage.

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING (FDD pages 31–42)

What This Means (2025 FDD)

According to Alloy's 2025 Franchise Disclosure Document, payments made to a Cooperative can be applied toward satisfying the local marketing requirement. However, if the contribution to the Cooperative is less than the local advertising requirement, the franchisee must still spend the difference locally. The members of the Cooperative determine the contribution amount, but it will not exceed 1% of Gross Sales unless the members vote to exceed that amount. All contributions are managed according to the Cooperative's governing documents.

The Cooperative operates solely to collect and spend fees for marketing purposes. All marketing and promotional materials used by the Cooperative must be approved by Alloy. Currently, there are no Cooperatives in the Alloy system, and the Cooperative is not required to prepare an annual financial statement. Each Cooperative member, including Alloy or its affiliates, has one vote on Cooperative matters, but no franchisee can have more than 25% of the total vote.

If a Cooperative is established in the franchisee's area, membership is mandatory. Alloy has the right to dissolve, merge, or change the structure of these Cooperatives. Alloy also determines the amount of member contributions, which will count towards any required minimum local marketing spending. All promotional and advertising materials must be approved by Alloy before use. Franchisees will not have to participate in more than one Cooperative.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.