Regarding the Alloy franchise, will any provision in the agreement requiring a disclaimer act as a release of liability under the Maryland Franchise Registration and Disclosure Law?

According to the 2025 Alloy Franchise Disclosure Document, any provision within the franchise agreement that compels a franchisee to disclaim or acknowledge actions that could be construed as a violation of the Maryland Franchise Registration and Disclosure Law will not serve as a release, estoppel, or waiver of any liability incurred under that law. This protection ensures that franchisees are not inadvertently relinquishing their rights under Maryland franchise law through disclaimers or acknowledgments within the agreement.

This provision is further reinforced by stipulations within the addendum to the franchise agreement required for Maryland franchisees. Specifically, no disclaimer, questionnaire, clause, or statement signed by a franchisee at the commencement of the franchise relationship can be interpreted as waiving claims of fraud in the inducement. This includes both common law and statutory claims, and it prevents franchisees from disclaiming reliance on statements or information provided by Alloy or its representatives that were material to their investment decision. This clause supersedes any other conflicting terms in any document related to the franchise agreement.

Moreover, the FDD states that the general release required as a condition of renewal, sale, and/or assignment/transfer will not apply to any liability under the Maryland Franchise Registration and Disclosure Law. This ensures that franchisees retain their rights and protections under Maryland law even when renewing their agreement or transferring their franchise to another party. Alloy also amends the venue clause to allow franchisees to bring lawsuits in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law, with a statute of limitations of three years from the date of the Franchise Agreement.