Does the Buildingstars agreement define or limit the scope or intent of the agreement?

• G.

Gender/Heading.

All terms and words used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context or sense of the Agreement or any section, paragraph, or clause herein may require, as if such words had been fully and properly written in the appropriate number and gender.

Headings and paragraph titles are for convenience of reference only and shall not define, limit, or extend the scope or intent of this Agreement or any provision thereof.

• H.

Governing Law and Jurisdiction.

FRANCHISEE acknowledges that this Agreement was accepted in the State of Missouri.

Except to the extent that this Agreement or any particular dispute is governed by the U.S.

Trademark Act of 1946 (Lanham Act, 115 U.S.C. 1051), this Agreement will be governed, to the extent permissible, by the laws of the State of Missouri (without reference to its conflict of laws principles).

If, however, any provision of this Agreement would not be enforceable under the laws of Missouri, and if the Business is located outside of Missouri and the provision would be enforceable under the laws of the state in which the Business is located, then the provision in question (and only that provision) will be interpreted and construed under the laws of the state where the Business is located.

BUILDINGSTARS' retention and exercise of the right to approve certain matters, to inspect the Business and its operation and to enforce its rights, exists only to the extent necessary to protect BUILDINGSTARS' interest in the System and Marks for the benefit of BUILDINGSTARS, its Affiliates and all Buildingstars Franchisees. Neither the retention nor the exercise is for the purpose of establishing any control, or the duty to take control, over those matters which are clearly reserved to FRANCHISEE, nor shall they be construed to do so.

• D.

Entire Agreement.

This Agreement and all other written agreements related to this Agreement and expressly referenced in this Agreement, represent the entire understanding and agreement between the parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings and representations (if any) made by and between the parties.

No representations, inducements, promises or agreements, oral or otherwise, if any, not embodied in this Agreement shall be of any force and effect; provided, however, that nothing in this or any related agreement is intended to disclaim BUILDINGSTARS' representations made in the Franchise Disclosure Document that was furnished to FRANCHISEE in connection with the offering to operate the Business.

I. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meaning as set forth below and the definitions constitute an integral part of this Agreement:

• A. "Affiliate" means any and all entities that are or may control, be controlled by, or under common ownership with BUILDINGSTARS including but not limited to Buildingstars, Inc. f/k/a Advantage Building Services, Inc., Buildingstars Operations, Inc. (f/k/a Buildingstars STL Operations, Inc.), Buildingstars International, Inc., Green Sky Franchise Group, Inc., Facility Brands, Inc. and Green Sky Southwest, Inc.
• B. "Business" means the cleaning business that FRANCHISEE will operate under this Agreement using the System and Marks.
• C. "Customer" means any existing customers or prospective customers (of BUILDINGSTARS, its Affiliates, FRANCHISEE, or any other franchisee) with whom FRANCHISEE or its employees or agents have had direct or indirect contact or about whom FRANCHISEE or its employees or agents have learned information by virtue of: (1) communications with BUILDINGSTARS, its Affiliates or other BUILDINGSTARS franchisees; (2) the operation of the Business; or (3) the transfer or termination of this Agreement, and in addition, "Customer" shall include any affiliate, successor in interest, subsidiary, sibling company, or parent company of any such customer or prospective customer.
• D. "Gross Revenue" means the total money or property earned by FRANCHISEE or derived from or in connection with the operation of the Business, including all fees and other charges for every type of service performed and goods and services sold. Gross Revenue will be calculated at the time the services or products from which they were derived are delivered or rendered. The term does not include applicable sales, use or service taxes and any refunds and allowances actually given to Customers.

Source: Item 23 — RECEIPT (FDD pages 43–217)