Are Cool Binz franchisees entering the agreement based on their own investigation?
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 the 2025 Cool Binz Franchise Disclosure Document, franchisees acknowledge that they are entering into the franchise agreement as a result of their own independent investigation of the Cool Binz business. This acknowledgement confirms that the franchisee's decision is based on their own due diligence and not solely on representations made by Cool Binz's shareholders, officers, directors, employees, agents, representatives, independent contractors, or franchisees. This statement protects Cool Binz from claims that franchisees were misled by representations not included in the Franchise Agreement or the Franchise Disclosure Document.
Cool Binz also states that nothing in the agreement is intended to disclaim the representations made in the franchise disclosure document that was furnished to the franchisee. This means that while franchisees are expected to conduct their own investigations, Cool Binz stands by the information provided in its FDD. This clause ensures that Cool Binz cannot later deny the representations made within the FDD, providing a level of assurance to the franchisee regarding the accuracy of the disclosed information.
Furthermore, the agreement specifies that any modifications must be in writing and signed by both parties to be effective. Franchisees also acknowledge that they have not received any express or implied representations or warranties regarding the sales, earnings, income, profits, gross revenues, business or financial success, or value of the franchise from Cool Binz or its representatives that were not contained in the Franchise Agreement or the Franchise Disclosure Document. This reinforces the importance of the written documentation and discourages reliance on verbal or informal promises. Franchisees also acknowledge that Cool Binz justifiably relied on the franchisee's representations made before the execution of the agreement.