What supporting materials must an Alloy franchisee supply to verify the accuracy of remittances?

[Item 23: RECEIPTS]

Upon our request, you must provide us with itemization and proof of marketing and an accounting of the monies that you have spent for approved grand opening advertising.

If you fail to make the required expenditure, we have the right to collect and contribute the deficiency to the Brand Development Fund.

• C.

Approved Materials.

You must use only such marketing materials (including any print, radio, television, electronic, or other media forms that may become available in the future) as we furnish, approve or make available, and the materials must be used only in a manner that we prescribe.

Furthermore, any promotional activities you conduct in the Facility or on its premises are subject to our approval.

You must submit all advertising and promotional materials to us prior to your use.

If we do not respond within 14 days after you submit the proposed advertising materials to us, the advertising materials will be deemed not approved.

We will not unreasonably withhold approval of any sales promotion materials or media and activities; provided that they are current, in good condition, in good taste and accurately depict the Trademarks.

• D.

Advertising Groups/Cooperatives.

We have the right to designate local or regional advertising markets and if designated, you must participate in and contribute to any group or cooperative advertising and marketing programs in your designated local or regional market.

If established, you must contribute to the amount we designate (or the cooperative designates if a cooperative is established).

Each ALLOY facility, including those operated by us or our affiliates within a designated local or regional advertising market (except Special Sites) is a member of the local advertising group or cooperative.

We will establish any rules or requirements of any local or regional advertising market (whether in the form of a group or cooperative.

Any amounts you

contribute to a local or regional advertising group or cooperative will count toward your local marketing requirement.

FEES, REPORTING AND AUDIT RIGHTS

You must pay the fees described below and comply with the following provisions:

• A.

Initial Franchise Fee.

You must pay us an Initial Franchise Fee in the amount of set forth on the Data Sheet.

The Initial Franchise Fee is a lump sum payment and is due when you sign this Agreement.

[Item 23: RECEIPTS]

Without limiting the foregoing, you agree to comply with applicable law in connection with your collection, storage and your use and our use of such Client Information, including, if required under applicable law, obtaining consents from client to our and our affiliates' use of the Client Information. You must comply with all laws and regulations relating to data protection, privacy and security, including data breach response requirements ("Privacy Laws"), as well as data privacy and security policies, procedures and other requirements we may periodically establish. You must notify us immediately of any suspected data breach at or in connection with the Facility or the business operated at the Facility. You must fully cooperate with us and our counsel in determining the most effective way to meet our standards and policies pertaining to Privacy Laws within the bounds of applicable law. You are responsible for any financial losses you incur or remedial actions that you must take as a result of breach of security or unauthorized access to Client Information in your control or possession.

Source: Item 23 — RECEIPTS (FDD pages 69–245)