eyond the termination of the agreements. This provision may not be enforceable under California law.

The Franchise Agreement contains a liquidated damages clause. Under California Civil Code § 1671, certain liquidated damages clauses are unenforceable.

The Franchise Agreement and the Development Agreement require application of the laws of the State of Colorado. This provision may not be enforceable under California law.

The Franchise Agreement, License Agreement, and Development Agreement contain a provision requiring you to waive your right to punitive or exemplary damages against the Franchisor or any of its representatives, limiting your recovery to actual damages. Under California Corporations Code section 31512, these provisions may not be enforceable in California for any claims you may have under the California Franchise Investment Law.

The Franchise Agreement and Development Agreement contain a venue provision for litigation. This provision may not be enforceable under California law.

You must sign a general release if you transfer area development rights or renew or transfer the franchise. These provisions may not be enforceable under California law. California Corporations Code Section 31512 voids a waiver of your rights under the California Franchise Investment Law (California Corporations Code Sections 31000 through 31516). Business and Professional Code Section 21000 voids a waiver of your rights under the California Franchise Relations Act (Business and Professions Code Sections 20000 through 20043).

Section 31125 of the California Corporations Code requires us to give you a disclosure document, in a form containing the information that the commissioner may by rule or order require, before a solicitation of a proposed material modification of an existing franchise.

Any provision of a franchise agreement, franchise disclosure document, acknowledgement, questionnaire, or other writing, including any exhibit thereto, disclaiming or denying any of the following shall be deemed contrary to public policy and shall be void and unenforceable:

• (a) Representations made by the franchisor or its personnel or agents to a prospective franchisee.
• (b) Reliance by a franchisee on any representations made by the franchisor or its personnel or agents.
• (c) Reliance by a franchisee on the franchise disclosure document, including any exhibit thereto.
• (d) Violations of any provision of this division.

CALIFORNIA ADDENDUM TO THE FRANCHISE AGREEMENT, LICENSE AGREEMENT AND DEVELOPMENT AGREEMENT

FRANCHISOR and FRANCHISEE have signed a Franchise Agreement or License Agreement or Area Development Agreement for a franchise to be located in California. This Addendum reflects provisions of California law.

• 1. The California Department of Financial Protection and Innovation has determined that we, the franchisor, have not demonstrated we are adequately capitalized and/or that we must rely on franchise fees to fund our operations. The Commissioner has imposed a fee deferral condition, which requires that we defer the collection of all initial fees from California franchisees until we have completed all of our pre-opening obligations and you are open for business.

Source: Item 23 — RECEIPTS (FDD pages 61–335)