Is Cool Binz disclaiming the representations made in the franchise disclosure document?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
expressly provided in this Agreement, or pursuant to any right expressly granted by any applicable statute expressly regulating the sale of franchises, or any regulation or rules promulgated thereunder.
L. CONSTRUCTION AND INTEGRATION.
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").
Source: Item 23 — RECEIPTS (FDD pages 63–238)
What This Means (2025 FDD)
According to Cool Binz's 2025 Franchise Disclosure Document, the franchise agreement includes provisions that address prior representations and reliance on the FDD. Specifically, the agreement states that nothing within it is intended to disclaim the representations made in the Franchise Disclosure Document furnished to the franchisee.
Cool Binz emphasizes that franchisees acknowledge they are entering the agreement based on their own independent investigation of the Cool Binz business, and not due to any representations made by the company's shareholders, officers, directors, employees, agents, representatives, independent contractors, or franchisees that contradict the terms of the agreement or the disclosure document. This suggests that Cool Binz wants franchisees to rely on the official FDD and their own due diligence rather than on potentially inconsistent information from other sources.
Furthermore, the franchise agreement includes an acknowledgement from the franchisee that they have not received any representations or warranties regarding sales, earnings, income, profits, gross revenues, business or financial success, or the value of the franchise, except as contained in the Franchise Disclosure Document. The franchisee also acknowledges that if they had received any such representations outside of the FDD, they would have notified Cool Binz in writing and provided a detailed statement of those representations. This reinforces the importance of the FDD as the primary source of information and protects Cool Binz from potential claims based on undocumented representations.