Does the Apricot Lane FDD include an amendment for the E-Commerce Platform?

Yes, the 2025 Apricot Lane FDD includes an amendment for the E-Commerce Platform. According to Item 1, certain franchisees may qualify to participate in the franchisor-approved E-Commerce Platform Program. To qualify, franchisees must not be in default under their franchise agreement, meet the franchisor's criteria for participation, and submit all required materials, including a signed Amendment for E-Commerce Platform. The current form of this amendment is attached to the Disclosure Document as Exhibit B-1.

Item 23 discusses the franchisee's rights and responsibilities regarding the E-Commerce Platform. Franchisees have the right to offer and sell merchandise through third-party Internet websites or other electronic media authorized by Apricot Lane. The E-Commerce Platform is considered part of the franchised business and is subject to the terms and conditions of the franchise agreement. Apricot Lane has the right to change the E-Commerce Platform, including substituting providers and using different technology, to maintain competitiveness. Franchisees must discontinue using any E-Commerce Platform that Apricot Lane no longer authorizes and use the then-current authorized platform, even if it results in costs and expenses to the franchisee. Currently, Shopify is designated as the sole and exclusive E-Commerce Platform, but Apricot Lane reserves the right to change it in the future.

The franchisee must execute agreements with the E-Commerce Platform provider as required by Apricot Lane, including authorizations for independent access to the E-Commerce Platform and Usage Data by the franchisor. All revenue and income derived from the E-Commerce Platform are considered part of Gross Revenues and are subject to royalty fees and advertising contributions. The royalty and advertising contributions for E-Commerce Platform revenues are 5.5% and 1%, respectively. Franchisees must adhere to development, design, marketing, sales, and operations standards set forth in the Confidential Operations Manual.

The FDD also states that Apricot Lane is under no obligation to maintain the E-Commerce Platform and reserves the right to withhold, remove, and discard any content on the platform, with or without notice. Franchisees are responsible for backing up their data and information. Apricot Lane makes no warranty that the E-Commerce Platform will meet the franchisee's requirements and provides it on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind.