How does the management agreement between Carvel and GoTo Foods in Item 11 relate to the definition of 'we,' 'us,' or 'our' in Item 1?

According to Carvel's 2025 Franchise Disclosure Document, Item 1 clarifies that 'we,' 'us,' and 'our' refer to Carvel Franchisor SPV LLC. However, Item 11 explains that Carvel has a management agreement with GoTo Foods, which provides certain support and services to Carvel franchisees on Carvel's behalf. GoTo Foods may delegate some of these responsibilities to CL, the previous franchisor, or other affiliates. Despite this delegation, Carvel remains responsible for ensuring all obligations under the Franchise Agreement are met.

This means that while GoTo Foods and its affiliates may interact directly with franchisees and provide support, Carvel is ultimately accountable for the quality and delivery of these services. The management agreement allows Carvel to outsource certain functions while retaining overall responsibility. This arrangement is common in franchising, where franchisors often use affiliated entities to handle specific aspects of the business.

For a prospective Carvel franchisee, this structure implies that they may interact with employees or representatives of GoTo Foods or its affiliates on a regular basis. However, any issues or concerns should ultimately be directed to Carvel, as they are the party legally bound by the Franchise Agreement. It is important for franchisees to understand this relationship and to know that Carvel is responsible for the actions of its designated service providers.