What is the purpose of the Buff City Soap Addendum for use in Virginia?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
| THIS ADDENDUM | is made and entered into on, 20 (the "Effective Date") by | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| and between | BUFF CITY SOAP FRANCHISING, LLC, a limited liability company formed under the laws of the State of Delaware, with its principal business address at 5294 Beltline Road, Suite 100, Dallas, Texas | ||||||||||
| 75254, | ("we," | "us,"' , a | or, | "our"), | and general partnership, or limited partnership] formed under the laws of the State of, [or | [corporation, limited liability company, | |||||
| a | sole 1. | Rhode Island. | proprietorship] BACKGROUND. the signing of this Addendum. This Addendum Agreement. This Addendum Buff City Soap Makery | with | its | principal ("you" or "your"). We and you are parties to that certain Franchise Agreement dated , 20 (the "Franchise Agreement") that has been signed concurrently with is being signed because (a) you are domiciled in Rhode Island that you will operate under the Franchise Agreement will be located in Rhode Island; and/or (b) any of the offering or sales activity relating to the Franchise Agreement occurred in | business is annexed to and forms part of the Franchise | address | at and the |
2. GOVERNING LAW. The Franchise Agreement is amended with the following:
All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seg.). Except to the extent governed by the Federal Arbitration Act, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.), or other federal law, this Agreement, the Franchise, and all claims arising from the relationship between us and you will be governed by the laws of the State of Texas, without regard to its conflict of laws rules, except that (1) any Texas law regulating the sale of franchises or governing the relationship of a franchisor and its franchisee will not apply unless its jurisdictional requirements are met independently without reference to this Subsection and (2) to the extent required by applicable law, Rhode Island law will apply to claims arising under the Rhode Island Franchise Investment Act.
3. CONSENT TO JURISDICTION. The Franchise Agreement is amended as follows:
Subject to the above and the provisions below, we and you (and your owners) agree that all actions arising under this Agreement or otherwise as a result of the relationship between you and us must be commenced in the state or federal court of general jurisdiction which is closest to where our principal office then is located, and we and you (and each owner) irrevocably consent to the jurisdiction of those courts and waive any objection to either the jurisdiction of or venue in those courts. Nonetheless, we and you (and your owners) agree that any of us may enforce any arbitration orders and awards in the courts of the state or states in which you are domiciled or the CLUB is located. Notwithstanding the foregoing, to the extent required by applicable law, you may bring an action in Rhode Island for claims arising under the Rhode Island Franchise Investment Act.
- No statement, questionnaire or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of: (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
IN WITNESS WHEREOF, the parties have executed and delivered this Addendum on the dates noted below, to be effective as of the Effective Date.
BUFF CITY SOAP FRANCHISING, LLC []## ADDENDUM TO THE BUFF CITY SOAP FRANCHISING, LLC FRANCHISE AGREEMENT FOR USE IN SOUTH DAKOTA
THIS ADDENDUM is made and entered into on, 20 (the "Effective Date") by and between BUFF CITY SOAP FRANCHISING, LLC, a limited liability company formed under the laws of the State of Delaware, with its principal business address at 5294 Beltline Road, Suite 100, Dallas, Texas 75254, ("we," "us,"' or, "our"), and , a [corporation, limited liability company, general partnership, or limited partnership] formed under the laws of the State of, [or a sole proprietorship] with its principal business address at ("you" or "your"). 1. We and you are parties to that certain Franchise Agreement dated BACKGROUND. , 20 (the "Franchise Agreement") that has been signed concurrently with the signing of this Addendum. This Addendum is annexed to and forms part of the Franchise Agreement. This Addendum is being signed because (a) you are domiciled in South Dakota and the Buff City Soap Makery that you will operate under the Franchise Agreement will be located in South Dakota; and/or (b) any of the offering or sales activity relating to the Franchise Agreement occurred in South Dakota. 2. Section 3.1 of the Franchise Agreement is amended to add the following: "The payment of the Initial Franchise Fee is not due to Franchisor until Franchisor has completed all of its pre-opening requirements to Franchisee and Franchisee is operational." 3. No statement, questionnaire or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of: (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise. IN WITNESS WHEREOF, the parties have executed and delivered this Addendum on the dates noted below, to be effective as of the Effective Date. BUFF CITY SOAP FRANCHISING, LLC []## ADDENDUM TO THE BUFF CITY SOAP FRANCHISING, LLC FRANCHISE AGREEMENT FOR USE IN VIRGINIA
| | THIS ADDENDUM
Source: Item 6 — , Securities Offering Fee, in the amount column is revised to state the following: (FDD pages 216–303)
What This Means (2025 FDD)
According to the 2025 FDD, the document excerpts include an addendum to the Buff City Soap Franchise Agreement and Area Development Agreement for use in Virginia. However, the provided excerpts do not specify the exact purpose or provisions contained within the Virginia-specific addendum. Addenda are often used to address state-specific legal requirements or to modify terms of the standard franchise agreement to comply with local laws.
Without the specific details of the Virginia addendum, it's difficult to determine its exact impact on a prospective Buff City Soap franchisee. Generally, such addenda could cover topics like franchise registration and disclosure laws, dispute resolution processes, or specific clauses that are unenforceable in Virginia. It is also possible that the addendum outlines specific obligations or requirements unique to operating a Buff City Soap franchise in Virginia.
A prospective Buff City Soap franchisee in Virginia should carefully review the full Virginia addendum within the Franchise Disclosure Document. They should seek clarification from Buff City Soap regarding the addendum's specific provisions and how it affects their rights and obligations under the Franchise Agreement or Area Development Agreement. Consulting with a franchise attorney is also advisable to ensure a complete understanding of the legal implications.