What standards must an Apricot Lane franchisee adhere to regarding the E-Commerce Platform?

nnection with the E-Commerce Platform as Franchisor may require from time to time and shall indemnify Franchisor, in accordance with Section 21C, for any liabilities, obligations and expenses incurred by Franchisor in connection with the E-Commerce Platform, including any liability, obligation or expense arising under the Provider Contracts.

Franchisee may use only such suppliers (which may include Franchisor or any of its Affiliates) as Franchisor may designate or approve from time to time for initial and ongoing design, management and maintenance services of the E-Commerce Platform.

Franchisee shall adhere to such development, design, marketing, sales and operations standards (including policies regarding quality, image and representative lines of merchandise, digital media advertising, minimal standards for terms and conditions, photography, reporting, packaging, merchandise returns and gift cards) as set forth in the Confidential Operations Manual from time to time.

Franchisor shall own all E-Commerce Platform visitor information, including, visitor's name, contact information, ordering information, billing information and web pages visited (collectively, "Usage Data"). Such Usage Data will be part of the Confidential Information under this Agreement. Franchisee shall not access

such information except in connection with the Franchised Business. Franchisee shall honor, abide by and implement any Franchisor privacy notices and policies.

The Franchisor shall have approval rights over all text, pictures, sound, graphics, video and other data ("Content") utilized with the E-Commerce Platform not otherwise authorized in the Confidential Operating Manual prior to incorporation into the E-Commerce Platform. Franchisee hereby irrevocably assigns and transfers to Franchisor all right, title and interest in and to all Content including the ownership of all copyright rights (from the moment of creation and fixation in tangible media) and all other applicable intellectual property rights inherent or embodied within the E-Commerce Platform or related thereto, whether or not the same is stored, compiled or memorialized physically, electronically, graphically or in writing. If Franchisee has any such rights that cannot be assigned to Franchisor, Franchisee waives the enforcement of such rights, and if Franchisee has any rights that cannot be assigned or waived, Franchisee hereby grants to Franchisor an exclusive, irrevocable, perpetual, worldwide, fully paid license, with right to sublicense through multiple tiers, to such rights. Franchisee acknowledges that there are, and may be, future rights that Franchisee may otherwise become entitled to with respect to the Content that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed, and Franchisee specifically intends the foregoing assignment of rights to include all such now known or unknown uses, media and forms of exploitation throughout the universe.

Franchisor respects the intellectual property of others, and expects Franchisee to do the same with the E-Commerce Platform. Franchisor reserves the right to disable or terminate Franchisee's right to use the E-Commerce Platform if Franchisee infringes the copyrights or other intellectual property rights of others. Franchisee shall not rent, lease, distribute (or redistribute) or otherwise make available the E-Commerce Platform, in any form, to any third party without Franchisor's consent. Franchisor shall not unreasonably withhold consent to Franchisee making the E-Commerce Platform available for use by other Apricot Lane stores owned by Franchisee or any of its affiliates, subject to such conditions and requirements Franchisor may impose from time to time.

Franchisee's use of the E-Commerce Platform is solely to support the Franchised Business, and Franchisee shall not copy, distribute or transfer any portion of the E-Commerce Platform on any media or alter, adapt or otherwise modify any part of the E-Commerce Platform except as may be set forth in the Confidential Operating Manual or consented to by Franchisor.

FRANCHISOR IS UNDER NO OBLIGATION TO MAINTAIN THE E-COMMERCE PLATFORM, INCLUDING ANY CONTENT CONTAINED IN THE E-COMMERCE PLATFORM. FRANCHISOR RESERVES THE RIGHT TO WITHHOLD, REMOVE AND DISCARD ANY CONTENT ON THE E-COMMERCE PLATFORM, WITH OR WITHOUT NOTICE AT ANY TIME. FRANCHISEE IS RESPONSIBLE FOR SEPARATELY BACKING-UP ALL OF ITS DATA AND INFORMATION. FRANCHISEE'S USE OF THE

E-COMMERCE PLATFORM IS AT ITS SOLE RISK. FRANCHISOR MAKES NO WARRANTY THAT THE E-COMMERCE PLATFORM SHALL MEET FFRANCHISEE'S REQUIREMENTS. THE E-COMMERCE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUALITY, QUIET ENJOYMENT, ACCURACY OF INFORMATION, CONTENT, OR SYSTEM INTEGRATION. FRANCHISOR DOES NOT WARRANT THAT THE E-COMMERCE PLATFORM SHALL BE ACCURATE, EFFECTIVE, USEABLE IN AN UNINTERRUPTED, ERROR-FREE OR SECURE MANNER, OR THAT ERRORS OR DEFECTS SHALL BE CORRECTED.

UNDER NO CIRCUMSTANCES SHALL FRANCHISOR BE LIABLE TO FRANCHISEE OR ANY OTHER PERSON FOR ANY PUNITIVE, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES, COSTS OR ATTORNEY'S FEES OR FOR LOSS OF PROFITS, SALES, BUSINESS OR DATA ARISING OUT OF OR RELATING TO ACCESS TO, USE, OPERATION, DISABLING OR TERMINATION OF THE E-COMMERCE PLATFORM.

Any failure to comply with this Section 11L (including any failure to comply with the mandatory provisions of the Confidential Operations Manual applicable to the E-Commerce Platform) by Franchisee confers on Franchisor all rights and remedies under this Agreement and applicable law, including the right to permanently terminate this Agreement under Section 18, as well as the right to terminate Franchisee's right to use the E-Commerce Platform under this Section 11L (without affecting any other rights of Franchisee under this Agreement). Any termination of Franchisee's rights under this Section 11L shall be effective on notice thereof after notice of breach (with opportunity to cure) and Franchisee's failure to cure within ten (10) days thereafter. On any termination (for whatsoever reason) or expiration of this Agreement (or termination of Franchisee's right to use the E-Commerce Platform under this Section 11L), Franchisee shall immediately (i) terminate the Provider Agreements (if applicable) and comply with the posttermination obligations thereunder; and (ii) cease use of the E-Commerce Platform, including marketing and sale of any merchandise, and the use of any and all Marks and Content in connection therewith."

Miscellaneous.

Franchisee Acknowledgments. FRANCHISEE REPRESENTS AND ACKNOWLEDGES THAT IT HAS RECEIVED, READ AND UNDERSTOOD THIS AMENDMENT; AND THAT FRANCHISOR HAS FULLY AND ADEQUATELY EXPLAINED ITS PROVISIONS TO FRANCHISEE'S SATISFACTION; AND THAT FRANCHISEE HAS HAD AMPLE TIME AND OPPORTUNITY TO CONSULT WITH ADVISORS OF ITS OWN CHOOSING ABOUT THE POTENTIAL BENEFITS AND RISKS

OF ENTERING INTO THIS AMENDMENT; AND THAT FRANCHISEE IS VOLUNTARILY PROCEEDING TO SIGN THIS AMENDMENT WITHOUT ANY COERCION OR DURESS.

Source: Item 23 — RECEIPTS (FDD pages 51–222)