In the Cool Binz agreement, what is the franchisee acknowledging regarding representations made by the franchisor's shareholders, officers, directors, employees, agents, representatives, independent contractors, or franchisees?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement and all exhibits to this Agreement constitute the entire agreement between the parties and supersede any and all prior negotiations, understandings, representations or inducements, and agreements. Nothing in this or in any related agreement, however, is intended to disclaim the representations we made in the franchise disclosure document that we furnished to you. You acknowledge that you are entering into this Agreement as a result of your own independent investigation of our COOL BINZ Business and not as a result of any representations about us made by our shareholders, officers, directors, employees, agents, representatives, independent contractors, or franchisees that are contrary to the terms set forth in this Agreement, or in any disclosure document, prospectus, or other similar document required or permitted to be given to you pursuant to applicable law.
You agree that no modifications of this Agreement (except those specifically authorized herein) shall be effective except those in writing and signed by both parties. You acknowledge that you have not received any express or implied representations or warranties regarding the sales, earnings, income, profits, gross revenues, business or financial success, value of the franchise, provided by us or our representatives or any other matters pertaining to the franchise from us or any of our officers, employees or agents that were not contained in this Agreement or the Franchise Disclosure Document received by you (hereinafter "Representations"). You further acknowledge that if you had received any such Representations, you would not have executed this Agreement, and you would have: (a) promptly notified us in writing of the person or persons making such Representations; and (b) provided to us a specific written statement detailing the Representations made. You acknowledge that we justifiably have relied on your representations made before the execution of this Agreement. Nothing in this Agreement is intended, nor is deemed, to confer any rights or remedies upon any person or legal entity not a party to this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, the franchisee acknowledges that they are entering into the agreement based on their own independent investigation of the Cool Binz business. This means Cool Binz wants franchisees to do their own research and not solely rely on what they are told by Cool Binz representatives.
The franchisee acknowledges they are not relying on any representations made by Cool Binz's shareholders, officers, directors, employees, agents, representatives, independent contractors, or franchisees that contradict the terms outlined in the agreement or any disclosure documents required by law. This is a standard clause to prevent franchisees from later claiming they were misled by someone affiliated with Cool Binz, unless those claims are based on the Franchise Disclosure Document itself.
Furthermore, the franchisee agrees they haven't received any representations or warranties about potential sales, earnings, income, profits, gross revenues, business or financial success, or the value of the franchise from Cool Binz or its representatives that aren't already included in the agreement or the Franchise Disclosure Document. The franchisee also acknowledges that if they had received any such outside representations, they would have notified Cool Binz in writing, detailing who made the representations and what they said. This protects Cool Binz from unverified claims and ensures all important information is documented.