What standards requirements can Caring Transitions impose on a franchisee's use of electronic distribution channels?

damages arising out of or related to the use or performance of any Web site.

• (f) In order to maintain the goodwill in the System and in the business of Franchisor and Franchisor's licensees, Franchisor has the right to impose conditions and standards requirements on Franchisee's use of electronic distribution channels, including any Caring Transitions Web site maintained by Franchisee, including the following:

• (i) Franchisor is to own all rights to all domain names containing any of the Marks or relating to the franchised business, any Permitted Products and Services, or any business that offers or sells products or services that compete with any products or services offered by Caring Transitions franchises. Franchisee shall not register in its own name any domain name containing any of the Marks or relating to the franchised business, any Permitted Products and Services, or any business that offers or sells products or services that compete with any products or services offered by Caring Transitions franchises.

• (ii) In order to maintain the common identity of the System and the high-quality standards associated with the System, Franchisee shall obtain Franchisor's prior written approval for any domain name and for the form and content of any Caring Transitions Web site before Franchisee uses it on the Internet. Unless Franchisor's prior written approval has been obtained, no element of the Marks or similar words may be used as part of the domain name or URL.

• (iii) Any Caring Transitions Web site established or maintained by Franchisee must contain a hyperlink to Franchisor's Web site and all other hyperlinks to third-party Web sites must be previously approved in writing by Franchisor.

• (iv) Any modifications to a Caring Transitions Web site established or maintained by Franchisee must first be approved in writing by Franchisor.

• (v) Before establishing a Caring Transitions Web site, Franchisee shall obtain appropriate legal advice regarding the content and to ensure that the Web site complies with all relevant legislation and regulations.

• (vi) Franchisee shall fully indemnify Franchisor against all and any claims arising out of any Web site established or maintained by Franchisee.

• (vii) Franchisee shall comply fully with the terms and conditions of business over the Internet and shall ensure that such terms and conditions of business receive Franchisor's prior written approval. "Terms and conditions of business over the Internet" include, by way of example, Franchisor's policies regarding the Buyer's Premium and its receipt of same. A "Buyer's Premium" is a payment that may be required of customers for purchasing items through any Web site, including Franchisor's designated auction Web site www.CTBids.com. Franchisor reserves the right to set a maximum or minimum Buyer's Premium.

• (f) Franchisee shall not participate in or register with any Internet group, Web site or similar medium which has as its aim (whether stated or not) or its effect the denigration of Franchisor or the System.

• (g) Franchisee shall not open an account or profile on a social media site relating to the franchised business or using any of the Marks without Franchisor's prior written consent, which may be given subject to conditions, which may include the grant to Franchisor of administrator rights, and subject to Franchisee's compliance with the provisions of the Manuals relating to social media sites.

• (h) Franchisee shall not, without Franchisor's prior written consent, redirect Internet traffic from another domain name or URL to any Web site established by Franchisee or any other

Caring Transitions Web site containing any of the Marks or any content provided by Franchisor or relating to the franchised business.

• (i) Franchisor may modify the provisions of this Section 11.9 as Franchisor determines necessary or appropriate for the best interests of the System.
• 11.10. Copyright to Advertising. Franchisee acknowledges and agrees that any and all copyrights in and to contracts, forms, advertising, marketing, promotional public relations, or sales concepts, plans, programs, activities, or materials proposed or developed by or on behalf of Franchisee that are used in the Franchised Business or that bear any of the Marks will be the sole property of Franchisor, and Franchisee shall execute such documents (and, if necessary, require its independent contractors to execute such documents) as may be deemed reasonably necessary by Franchisor to give effect to this provision. Any such materials proposed or developed by Franchisee for the franchised business or the System and approved by Franchisor may be used by Franchisor and other Caring Transitions franchisees without compensation to Franchisee.
• 11.11. Advertising Cooperative. Franchisor may, in its discretion, designate any geographical area in which at least two Caring Transitions franchises are located for the purpose of establishing a local or regional marketing and advertising cooperative ("Cooperative"). Franchisee shall take appropriate steps to establish and participate in a Cooperative if required to do so by Franchisor. If a Cooperative for the geographical area in which the franchised business is located has already been established when Franchisee opens the franchised business, then Franchisee shall immediately become a member of the Cooperative under the terms of its governing documents. If a Cooperative for the geographical area in which the franchised business is located is established during the term of this agreement, Franchisee shall immediately become a member of the Cooperative, and take all steps necessary to become a member. In no event shall Franchisee be required to be a member of more than one Cooperative for the franchised business established under this agreement. The following provisions apply to each Cooperative:
  • (a) Each Cooperative will be organized and governed in a form and manner prescribed or approved by Franchisor in writing, and will commence operations on a date specified by Franchisor. Any disputes arising between Franchisee and other franchisees in the Cooperative or the Cooperative, will be resolved in accordance with the rules and procedures in the Cooperative's governing documents.
  • (b) Each Cooperative will be organized for the exclusive purpose of administering local or regional advertising programs and developing, subject to Franchisor's approval, standardized promotional materials for use by the members in local advertising and promotion.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 41–49)