What laws govern the interpretation and construction of the Brain Balance Application License Agreement?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Agreement | Summary | |
|---|---|---|---|
| r. | Non-competition covenants after the Franchise is terminated or expires | 6(c) | You have no right to use the Software after your Franchise Agreement terminates. |
| s. | Modification of the Agreement | 26 | Modifications must be in writing executed by the parties. Software may change. |
| t. | Integration/Merger clause | 26 | Only the terms of the Agreement and references to the Franchise Agreement are binding. The Franchise Agreement supersedes all prior agreements. Any other promises may not be enforceable (subject to federal and state law). However, nothing in this or any related agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments. |
| u. | Dispute resolution by arbitration or mediation | 22 | Arbitration |
| v. | Choice of forum | 22 | Subject to applicable state law, Arbitration under the Federal Arbitration Act at the American Arbitration Association in San Francisco, California |
| w. | Choice of law | 22 | Subject to applicable state law, The Application License Agreement will be interpreted and construed in accordance with the laws of the State of California, except for its conflict-of-law rules. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 54–61)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, the Application License Agreement will be interpreted and construed in accordance with the laws of the State of California, except for its conflict-of-law rules, subject to applicable state law. This means that California law will generally dictate how the agreement is understood and applied. However, this is subject to applicable state law.
For a prospective Brain Balance franchisee, this is important because it establishes the legal framework within which any disputes related to the Application License Agreement will be resolved. If a franchisee is not located in California, they will still be subject to California law regarding the Application License Agreement.
It is important to note the exception for conflict-of-law rules, which are designed to address situations where the laws of different states or jurisdictions might apply. Franchisees should be aware of this clause and how it might affect their rights and obligations under the agreement. Given the complexity of these legal provisions, consulting with an attorney is advisable to fully understand the implications of the choice of law provision.