Dolce_Hotels 2025 Franchise FAQ - FDD Ninja

Question 1

Under what conditions does a Dolce Hotels franchisee waive their right to claims or causes of action against Dolce Hotels, its affiliates, or their officers, directors, or agents, arising out of the products and/or services?

Accepted Answer

6.1 Indemnification. In addition to your indemnification obligations set forth in the

Agreement, you shall indemnify, defend and hold harmless us, our Affiliates, successors and assigns and each of the respective directors, officers and employees associated with them against all claims of employees, agents, guests, and all other persons and entities, arising out of the Products and/or Services (including the Oracle Products and/or Services), including, but not limited to, your failure to comply with this Schedule (which for purposes of clarity shall be deemed to include the Service Specifications). We shall not be liable to you or any other Third Party, person or entity for personal injury or property loss, including but not limited to, damage to the Facility. You are not obligated to indemnify us for our own negligence or our intentional misconduct.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 2

According to the Dolce Hotels agreement, what is included in the definition of 'Products and/or Services'?

Accepted Answer

## **2. DESCRIPTION OF PRODUCTS AND SERVICES; SCHEDULES AND SERVICE OFFERINGS; ACTIVITIES**

- **2.1 Products and Services**. During the Term of this Agreement, and in exchange for you paying us the Fees described in this Agreement, we (or our authorized Third-Party Product or Service providers) will (a) perform for you various consulting, information technology, development, data processing, webhosting, maintenance, and support services ("**Services**"); and/or (b) license, lease, sell or otherwise provide you with equipment, materials, software (including Softwareas-as Service and/or cloud-based software ("**SaaS**")), and other such items (collectively, "**Products**"), as more fully described in this Agreement and/or an applicable Service Offering (as defined below). We may add or remove Products and/or Services from time to time, in our discretion, upon prior written notice to you.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 3

According to the Dolce Hotels agreement, what are some restrictions placed on the franchisee regarding the use of Products and/or Services?

Accepted Answer

You shall not: (i) make the Products and/or Services available to anyone other than your Permitted Users, unless expressly permitted in an applicable Service Offering; (ii) sell, resell, rent or lease the Products and/or Services; (iii) use the Products and/or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights of any Third Party; (iv) use the Products and/or Services to store or transmit software viruses, malicious code or other harmful files; (v) interfere with or disrupt the integrity or performance of the Products and/or Services or the data of any Third Party contained therein; or (vi) attempt to gain unauthorized access to the Products and/or Services or any related networks.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 4

According to the Dolce Hotels FDD, what are 'Fees' in relation to the Products and/or Services set forth in the Schedule?

Accepted Answer

4.1 Fees. You shall pay all fee amounts specified in Attachment 4.1 to this Schedule for the Products and/or Services set forth in the Schedule, including the Oracle Products and/or Services ("**Fees**"). If your franchise or membership involves the transfer of an existing Chain Facility to us or changing affiliation of the Facility from one Wyndham Hotels & Resort, Inc.-owned franchise or membership system to another, you will be charged a transfer fee ("**Transfer Fee**"). You will also pay for all Additional Services as applicable.

4.2 Invoicing and Payments. Invoicing from us to you for the Product and/or Services under this Schedule shall be in accordance with the Agreement. Payments from you to us for the Product and/or Services under this Schedule shall be in accordance with the Agreement.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 5

According to the Dolce Hotels FDD, what is the purpose of the RevIQ Supplement?

Accepted Answer

- 1.3 Overview. The purpose of this Supplement is for us to provide you with a customized revenue management system known as "RevIQ," that was designed in collaboration with our third-party vendor, IDeaS, as further set forth in this Supplement (the "**RevIQ Products and/or Services**") as well as our own products and/or Services ("**Our Products and/or Services**"), which, either individually or collectively, shall be considered Products and/or Services as such term is used in the Agreement and the Oracle Schedule, as applicable.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 6

According to the Dolce Hotels franchise agreement, how long does the franchisee have to wait before bringing legal action if Dolce Hotels fails to provide approval or consent after receiving all requested information?

Accepted Answer

## 11.5 **Your Remedies.**

- 11.5.1 If our approval or consent is required under this Agreement and we do not issue our approval or consent within a reasonable time, but in any event not less than 30 days after we receive all of the information we request, and you believe our failure to approve or consent is wrongful, then you may bring a legal action against us to compel us to issue our approval or consent. To the extent permitted by applicable law, this action to compel us to issue our approval or consent shall be your exclusive remedy.
- 11.5.2 You (and your owners and guarantors) waive, to the fullest extent permitted by law, any right to, or claim for, any punitive or exemplary damages against us and against any affiliates, owners, employees or agents of us, and agree that in the event of a dispute, you will be limited to the recovery of any actual damages sustained and any equitable relief to which you might be entitled.

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 7

What does 'Additional Services' refer to in the Dolce Hotels agreement?

Accepted Answer

- 4.1 Fees. You shall pay all fee amounts specified in Attachment 4.1 to this Schedule for the Products and/or Services set forth in the Schedule, including the MOP Products and/or Services ("**Fees**"). If your franchise or membership involves the transfer of an existing Chain Facility to us or changing affiliation of the Facility from one Wyndham Hotels & Resort, Inc. -owned franchise or member system to another, youwill be charged a transfer fee ("**Transfer Fee**"). You will also pay for all Additional Services as applicable.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 8

What amount of contingent liabilities did Dolce Hotels assume in connection with the spin-off as of December 31, 2024?

Accepted Answer

ham Grand Rio Mar Resort for gross proceeds of \$2 million (\$61 million, net of transaction costs). There was no gain or loss on the sale. Additionally, the Company entered into a 20 year franchise agreement with the buyer.

#### 17. TRANSACTIONS WITH FORMER PARENT

The Company has a number of arrangements with its former Parent for services provided between both parties as described below.

#### License Agreement and Other Agreements with Former Parent

In connection with the Company's spin-off, the Company and former Parent entered into long-term exclusive license agreements to retain former Parents' affiliations with one of the hospitality industry's top-rated loyalty programs, Wyndham Rewards, as well as to continue to collaborate on inventory-sharing and customer cross-sell initiatives.

In connection with the Company's license, development and non-competition agreement, the Company recorded license fees from former Pa

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 9

What is the case number for the Wyndham Hotel Group, LLC lawsuit against LuxUrban Hotels, Inc., as it may relate to Dolce Hotels' legal standing?

Accepted Answer

Wyndham Hotel Group, LLC, TMH Worldwide, LLC, Travelodge Hotels, Inc, and Baymont Franchise Systems, Inc. v. LuxUrban Hotels, Inc., LuxUrban RE Holdings LLC, CorpHousing RSL LLC, and Brian Ferdinand (The Superior Court of New Jersey, Morris County, Case No. MRS-L-000977-24). On May 16, 2024, as amended on November 14, 2024, Wyndham Hotel Group, LLC, TMH Worldwide, LLC, Travelodge Hotels, Inc., and Baymont Franchise Systems, Inc. filed suit against defendants for breach of contract seeking recurring fees, liquidated damages, outstanding balance of various development incentive notes, interest, attorneys' fees, and costs of suit. On December 4, 2024, defendants LuxUrban Hotels, Inc., LuxUrban RE Holdings LLC, CorpHousing RSL LLC (the "Lux Entities") filed an Answer and Counterclaim for Breach of Contract, Breach of Duty of Good Faith and Fair Dealing, Breach of Fiduciary Duty, Violation of NYSFA, Violation of FFA, Violation of CFIL and CFRA, Fraud, Fraud in the Inducement, Negligent Misrepresentation. On January 28, 2025, Wyndham Hotel Group, LLC, TMH Worldwide, LLC, Travelodge Hotels, Inc., and Baymont Franchise Systems, Inc. filed an Answer denying the allegations set forth in Defendants' counterclaims. Wyndham Hotel Group, LLC, TMH Worldwide, LLC, Travelodge Hotels, Inc, and Baymont Franchise Systems, Inc. intend to pursue their claims and defend the counterclaims vigorously.

Source: Item 3 — LITIGATION1 (FDD pages 21–25)

Question 10

Is the ESD feature required for Dolce Hotels franchisees, or is it optional?

Accepted Answer

Franchisee agrees to establish the best available rate "**BAR**"; provided, however that Franchisee acknowledges and agrees that it will retain ultimate control over all rate audit decisions. Subject to the foregoing, Franchisee explicitly authorizes Franchisor to make adjustments to the Facility's rates, inventory and restrictions in order to comply with the Required Policies and Practices without advance notice to Franchisee. Franchisor shall not, however, change the BAR without authorization from Franchisee. In addition, Franchisee may modify or reverse any change Franchisor may make by notifying Franchisor, provided that such modification or reversal is consistent with the Required Policies and Practices. Franchisee's general manager shall be its primary representative who shall have the authority to make rate audit decisions for the Facility, unless Franchisee designates another Facility representative in writing to Franchisor. Franchisor may communicate with Franchisee's representative by telephone, email or in another manner, and Franchisor may rely on any communication which Franchisor believes, in good faith, is from Franchisee's representative.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 11

In the Dolce Hotels FDD, what agreement must a designated architect execute to receive a copy of the Prototype Plans?

Accepted Answer

ompleted Certification. We shall not be liable to you or any third party if the Certification is improperly completed or the Facility is not built or operated in compliance with ADA.

## **1.4 Improvement Plans.**

(a) Prototype Plans. We will provide your designated architect with a set of "Prototype Plans" for the construction, renovation or furnishing of the Facility, which your architect can use for creating the construction documents. To receive the Prototype Plans, you will be required to electronically designate an architect who must electronically accept the Prototype Plans Agreement. Within 15 days after we electronically receive the signed Prototype Plans Agreement, we will deliver to your architect a complete set of our Prototype Plans. Your architect and you will create construction documents (including a project manual and working drawings) for construction of the Facility based upon the Prototype Plans, System Standards and this Agreement so that it conforms as closely as possible to the Prototype Plans and System Standards, and then submit them for our approval before starting improvement of the Location.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 12

Where can I find the technical specification requirements for accessing and using the Product and/or Services for a Dolce Hotels franchise?

Accepted Answer

To access and use the Product and/or Services, you must meet the technical specification requirements set forth in the Deployment Information located here:

[https://docs.oracle.com/en/industries/hospitality/opera-cloud/23.1/](https://urldefense.com/v3/__https:/docs.oracle.com/en/industries/hospitality/opera-cloud/23.1/__;!!Nf401RNTQFE14GfWW3o!guQSESI6sUlifLOQHG8ZDGrjcJl3QMESeGmmqlXJY351SJQGOiho2B0ZzFZ0xadbHxX-8TaPZgsDKIPXLHGbDBQAVTPrHMdhqg$)

The Deployment Information referenced above is provided by Oracle and may be updated from time to time; we will notify you of any material change to the information when we receive notice of such a change from Oracle.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 13

As of this Franchise Disclosure Document, what is the effective date for offering Dolce Hotels franchises in Illinois?

Accepted Answer

## **ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT PURSUANT TO THE ILLINOIS FRANCHISE DISCLOSURE ACT**

The following provisions supersede the Franchise Disclosure Document and apply to all licenses or franchises offered and sold in the State of Illinois:

- 1. Illinois law governs the franchise agreements.
- 2. In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a franchise agreement may provide for arbitration to take place outside ofIllinois.
- 3. Franchisees' rights upon termination and non-renewal are set forth in Sections 19 and 20 of the Illinois Franchise Disclosure Act.
- 4. In conformance with Section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.
- 5. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
- 6. Each provision of this Addendum to the Franchise Disclosure Document shall be effective only to the extent that with respect to such provision, the jurisdictional requirements of the Illinois Franchise Disclosure Act of 1987 are met independently without reference to this Addendum.

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 14

When must a Dolce Hotels franchisee have active insurance coverage?

Accepted Answer

dards and add new ones through updates to the Manual. You will obtain and maintain during the term of the agreement the insurance coverage required by Section 3.8 of the Dolce Franchise Agreement and under the System Standards Manual, which is outlined below. All Dolce hotels must have active insurance coverage effective at the start of construction or renovation and in continuous force while operating under the Dolce System or as a Dolce. Each insurance policy must include as a named insured the party or parties (and their respective successors or assigns) that are identified as the "Franchisee" or "Franchisees" in the Franchise Agreement. Coverage must be on an occurrence basis. Each liability policy must name as an additional insured all of the following: Dolce International Holdings, Inc.; Wyndham Hotels & Resorts, Inc.; Wyndham Hotel Group, LLC; and all related entities and all of their current and former subsidiaries, affiliates, successors, and assigns, as their respective interests may appear. Each liability policy must provide that the insurance coverage for each additional insured is primary and is not contributory with or excess of any insurance coverage that may be available to an additional insured. Specific coverages include Commercial General Liability Insurance with minimum coverage of \$1,000,000 combined single limit per occurrence covering premises, products, independent contractors, bodily injury, personal injury, contractual and advertising liability, property damage, and insured contract liability; Liquor Liability with minimum coverage of \$1,000,000 per occurrence as well as inclusion in excess liability coverage if beer, liquor, or alcoholic beverages are sold or served on site, including but not limited to, by restaurants or lounges, minibars, or vending machines; Comprehensive Automobile Liability Insurance with minimum coverage of \$1,000,000 combined single limit per occurrence on all vehicles; Worker's Compensation in compliance with state laws; Employers Liability Insurance with minimum coverage of \$100,000; Business Interruption (Loss of Earnings) Insurance with a minimum of \$100,000 of coverage, actual loss or twelve (12) months sustained; and Umbrella/Excess Liability Insurance at least as broad as the required underlying coverage. If the Facility has four (4) stories or fewer, there must be an additional \$9,000,000 in excess liability coverage for a total of \$10,000,000. If the Facility has five (5) stories or greater, there must be an additional \$14,000,000 in excess liability coverage for a total of \$15,000,000. In addition, each Franchisee with an on-site restaurant, including but not limited to an owned or leased lounge or recreational facility space, must require that the operator satisfy the minimum insurance requirements listed in the System Standards Manual. The failure to carry insurance coverage meeting the requirements described in the System Standards is a material default under the Franchise Agreement and may be grounds for termination of the Franchise Agreement. In addition, should you for any reason fail to procure or maintain the insurance required, we have the right and authority (without, however, any obligation) to immediately procure such insurance and to charge the cost thereof to you, which charge, together with a reasonable fee for our expenses in so acting, will be payable by you immediately upon demand. We estimate that the items you purchase meeting System Standards will represent approximately 50% to 75% of your total initial expenditures for goods and services in establishing a new construction or conversion Facility. Source: Item 8 — RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES (FDD pages 49–51)

Question 15

What is a Dolce Hotels franchisee prohibited from doing with Confidential Information, including computer software?

Accepted Answer

- 15.4 **Confidential Information.** You will take all appropriate actions to preserve the confidentiality of all Confidential Information.

Access to Confidential Information should be limited to persons who need the Confidential Information to perform their jobs and are subject to your general policy on maintaining confidentiality as a condition of employment or who have first signed a confidentiality agreement.

You will not permit copying of Confidential Information (including, as to computer software, any translation, decompiling, decoding, modification or other alteration of the source code of such software).

You will use Confidential Information only for the Facility and to perform under this Agreement.

Upon Termination (or earlier, as we may request), you shall return to us all originals and copies of the System Standards Manual, policy statements and Confidential Information "fixed in any tangible medium of expression," within the meaning of the U.S.

Copyright Act, as amended.

Your obligations under this subsection commence when you sign this Agreement and continue for trade secrets (including computer software we license to you) as long as they remain secret and for other Confidential Information, for as long as we continue to use the information in confidence, even if edited or revised, plus three years.

We will respond promptly and in good faith to your inquiry about continued protection of any Confidential Information.

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 16

What is a Dolce Hotels franchisee responsible for regarding data backup and anti-virus/anti-malware software?

Accepted Answer

## **5. DISCLAIMER; NO WARRANTIES; TECHNICAL SPECIFICATIONS REQUIREMENTS**

- 5.1 Disclaimer.We are not responsible for the loss of any data or for any viruses or malware infecting your systems. It is your responsibility to ensure that the Facility's data is adequately backed up at all times and that you maintain current updated anti-virus/antimalware software at all times. Assistance with restoring lost data or with addressing an infected system may be provided as Additional Services.
- **5.2 No Warranties. EXCEPT WHERE SUCH WARRANTIES OR REPRESENTATIONS ARE REQUIRED TO BE GIVEN OR MADE BY APPLICABLE LAW, (A) WE MAKE NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY ABOUT THE PRODUCTS AND/OR SERVICES, ORACLE PRODUCTS AND/OR SERVICES, CRISP SERVICES OR ADDITIONAL SERVICES, THEIR MERCHANTABILITY, THEIR FITNESS FOR ANY PARTICULAR PURPOSE, OR THEIR CONFORMANCE TO THE PROVISIONS AND SPECIFICATIONS OF ANY ORDER OR DOCUMENTATION; (B) WE MAKE NO REPRESENTATION OR WARRANTY REGARDING THE VOLUME OF RESERVATIONS OR AMOUNT OF REVENUES THAT THE FACILITY MAY ATTAIN THROUGH THE USE OF THE CRISP SERVICES OR THAT YOUR RESERVATIONS OR REVENUE WILL INCREASE; AND (C) WE MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY OF THE DATA THAT YOU MAINTAIN OR THE PREVENTION OF ANY VIRUSES OR MALWARE, AND WE ARE NOT RESPONSIBLE FOR THE LOSS OF ANY DATA OR THE INTRODUCTION OF ANY VIRUSES OR MALWARE, EVEN IF SUCH LOSS OR INTRODUCTION RESULTS FROM OUR PERFORMANCE OF SERVICES HEREUNDER. YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR DATA IS ADEQUATELY BACKED UP AND THAT YOU MAINTAIN CURRENT UPDATED ANTI-VIRUS/ANTI- MALWARE SOFTWARE. YOU, ON BEHALF OF YOURSELF, YOUR SUCCESSORS AND ASSIGNS, HEREBY WAIVE, RELEASE AND RENOUNCE ALL CLAIMS OR CAUSES OF ACTION THAT YOU MAY HAVE AGAINST US, OUR AFFILIATES, OR OUR OR THEIR OFFICERS, DIRECTORS OR AGENTS, ARISING OUT OF THE PRODUCTS AND/OR SERVICES (INCLUDING THE ORACLE PRODUCTS AND/OR SERVICES) UNLESS DUE TO OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.**
- **5.3 Technical Specification Requirements.** To access and use the Product and/or Services, you must meet the technical specification requirements set forth on Attachment 5.3.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 17

Can a Dolce Hotels franchisee use the Prototype Plans to design, construct, or modify any structure other than a Chain Facility?

Accepted Answer

You covenant that you will not, directly or indirectly through an affiliate, use the design embodied in the Prototype Plans to design, construct or modify any structure other than a Chain Facility.

You acknowledge that the Prototype Plans include non-functional trade dress that is an integral part of the System and you covenant that you will not, directly or indirectly through an affiliate, use the trade dress in any structure that is not a Chain Facility.

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 18

Does any goodwill attach to any secondary designator that a Dolce Hotels franchisee uses?

Accepted Answer

No good will shall attach to any secondary designator that you use.

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 19

Which items in the Dolce Hotels disclosure document provide more information about initial and ongoing training?

Accepted Answer

agreements and in other items of this disclosure document. 1**

| Obligation                                                   | Section in Franchise Agreement 1                                                                                                                                | Section in Signature Reservation Service Agreement | Section in Master Information Technology Agreement                                                     | Disclosure Document Item  |
|--------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------|------------------------------|
| a. Site selection and | 3.1, Schedule D | Not Applicable | Not Applicable | Items 1, 7 and 11 |
| acquisition/lease |  |  |  |  |
| b. Pre-opening | 3.1, 3.8, 3.10, | Not Applicable | Not Applicable | Items 5, 7 and 8 |
| purchases/leases | 3.15, Schedule D |  |  |  |
| c.

Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 51–54)

Question 20

What is the length of the Dolce Hotels franchise term after the Opening Date of the MOP Schedule CRISP Services, HTCS Services and Schedule 7?

Accepted Answer

|  |  | 13; Oracle |
|---|---|---|
| a. Length of the |  |  | Schedule 7; |
| franchise term | 5 | 2. | MOP Schedule CRISP Services, HTCS Services and |
|  |  |  |  |

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 75–80)

Question 21

What is the minimum coverage required for Business Interruption (Loss of Earnings) Insurance for a Dolce Hotels franchise?

Accepted Answer

to an additional insured. Specific coverages include Commercial General Liability Insurance with minimum coverage of \$1,000,000 combined single limit per occurrence covering premises, products, independent contractors, bodily injury, personal injury, contractual and advertising liability, property damage, and insured contract liability; Liquor Liability with minimum coverage of \$1,000,000 per occurrence as well as inclusion in excess liability coverage if beer, liquor, or alcoholic beverages are sold or served on site, including but not limited to, by restaurants or lounges, minibars, or vending machines; Comprehensive Automobile Liability Insurance with minimum coverage of \$1,000,000 combined single limit per occurrence on all vehicles; Worker's Compensation in compliance with state laws; Employers Liability Insurance with minimum coverage of \$100,000; Business Interruption (Loss of Earnings) Insurance with a minimum of \$100,000 of coverage, actual loss or twelve (12) months sustained; and Um Source: Item 8 — RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES (FDD pages 49–51)

Question 22

What was the monetary amount Wyndham Hotels paid in the Jay Brodsky v. Hilton Worldwide Inc., et al. lawsuit, and how did it affect Dolce Hotels?

Accepted Answer

al approval on February 24, 2020.

Jay Brodsky v. Hilton Worldwide Inc., et al. (United States District Court for the District of New Jersey, Case 2:18-cv-13045-KM-JBC). On August 20, 2018, plaintiff Jay Brodsky filed an individual lawsuit against numerous hotel industry companies, including "Wyndham Hotels" Plaintiff alleged a per se violation of the Sherman Antitrust Act (in the form of bid rigging and a group boycott), and in the alternative, a violation of the Sherman Act by unreasonably restraining trade among 60% of the market for the online sale of hotel rooms in connection with alleged arrangements between defendants, and between defendants and certain OTAs, to eliminate competitive bidding for branded keywords in connection with advertising. Specifically, plaintiff has alleged that each of the defendants agreed to refrain from using online advertising methods to compete for consumers, by preventing competitors from bidding for online advertising that uses competitors' brand names. Defendants jointly settled for \$7,000 payment (\$1,400 as to Wyndham Hotels) to Mr. Brodsky on February 22, 2019, resul

Source: Item 3 — LITIGATION1 (FDD pages 21–25)

Question 23

Can Oracle modify the Dolce Hotels manual?

Accepted Answer

We may change any of these items to address new competitive conditions, to adapt to new technology, or to otherwise enhance the System. You must comply with our high standards and may be required to make future investments to do so.

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 75–80)

Question 24

Who owns the distinguishing characteristics, improvements, and additions to the Dolce Hotels System?

Accepted Answer

- 15.2 **Inurements.** All present and future distinguishing characteristics, improvements and additions to or associated with the System by us, you or others, and all present and future service marks, trademarks, copyrights, service mark and trademark registrations used and to be used as part of the System, and the associated good will, shall be our property and will inure to our benefit.

You covenant that you will not, directly or indirectly through an affiliate, use the design embodied in the Prototype Plans to design, construct or modify any structure other than a Chain Facility.

You acknowledge that the Prototype Plans include non-functional trade dress that is an integral part of the System and you covenant that you will not, directly or indirectly through an affiliate, use the trade dress in any structure that is not a Chain Facility.

No good will shall attach to any secondary designator that you use.

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 25

Who retains the rights, title, and ownership of the Products and/or Services provided to Dolce Hotels franchisees?

Accepted Answer

- 3.1 License. Subject to payment of all applicable Fees, we hereby grant to you the right to access, use and display the use the Products and/or Services, including the MOP Product and/or Services, during the Term solely for the Permitted Use, solely by your Permitted Users and solely in accordance with the terms and conditions set forth in the Agreement and this Schedule. Except for the limited right expressly granted by the foregoing, all rights, title and interests in and to the Products and/or Services, including the MOP Products and/or Services, are reserved to us or to any Third Party who licenses the Products and/or Services to us or to our Affiliates.
- 3.2 Permitted Use. You shall use the Products and/or Services, including the MOP Product and/or Services, only for the Permitted Use with respect to your business and operations as contemplated in the Franchise or Membership Agreement. You shall not load, store or otherwise use any software on or with the Products and/or Services, without our prior written consent, as the use of such software may adversely affect the operation and functionality of the Products and/or Services. If you violate this Section, the warranties set forth in the Agreement and/or this Schedule, as applicable, shall be void, and you shall be solely responsible for the cost of repair or replacement of the Products and/or Services, if any.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 26

Which sections of the Master Information Technology Agreement detail the franchisee's initial and ongoing training obligations for Dolce Hotels?

Accepted Answer

agreements and in other items of this disclosure document. 1**

| Obligation                                                   | Section in Franchise Agreement 1                                                                                                                                | Section in Signature Reservation Service Agreement | Section in Master Information Technology Agreement                                                     | Disclosure Document Item  |
|--------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------|------------------------------|
| a. Site selection and | 3.1, Schedule D | Not Applicable | Not Applicable | Items 1, 7 and 11 |
| acquisition/lease |  |  |  |  |
| b. Pre-opening | 3.1, 3.8, 3.10, | Not Applicable | Not Applicable | Items 5, 7 and 8 |
| purchases/leases | 3.15, Schedule D |  |  |  |
| c.

Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 51–54)

Question 27

What is the significance of the footnote clarifying the reference to Wyndham Hotels and Resorts, LLC in relation to Dolce Hotels' franchisor?

Accepted Answer

¹ References to Wyndham Hotels and Resorts, LLC in this Item 3 mean our predecessor franchisor and not our ultimate parent, Wyndham Hotels & Resorts, Inc. Source: Item 3 — LITIGATION1 (FDD pages 21–25)

Question 28

What is the time period during which the plaintiffs in the antitrust litigation claim to have been affected by the alleged unlawful conduct, and how does this relate to Dolce Hotels?

Accepted Answer

Hanson Dai, et al. v. SAS Institute, Inc., et al. (United States District Court, Northern District of California, Case No. 4:24-cv-02537). On April 26, 2024, Plaintiffs Hanson Dai, Max Chiswick, Adolph Robles, Steven Stack, Matthew Gilbert, Michael Molinaro, Tony Qian, and Mark Lester (the "Original Plaintiffs") filed a purported class action suit against SAS Institute, Inc., Integrated Decisions and Systems, Inc. ("IDeaS"), Choice Hotels International, Inc., Wyndham Hotels & Resorts, Inc., Hilton Worldwide Holdings Inc., Four Seasons Hotels and Resorts US, Inc., Omni Hotels & Resorts, Inc., and Hyatt Hotel Corporation (collectively, "Defendants"), alleging that those companies and other co-conspirators fixed prices and otherwise engaged in unfair methods of competition in violation of Section 1 of the Sherman Act, through the use of IDeaS' revenue management software and other activities. On June 7, 2024, Steven Shattuck filed a lawsuit making similar claims against Defendants. On July 15, 2024, an amended complaint was filed consolidating the claims of the Original Plaintiffs and those of Mr. Shattuck, and also adding Joel Kamisher as an additional Plaintiff and removing Choice Hotels International, Inc., as a Defendant. Plaintiffs seek to represent and recover on behalf of a class consisting of "All persons and entities in the United States and its territories who rented Operator Defendants' or co-conspirators' hotel guest rooms in the United States during the period of April 26, 2020, until the Defendants' unlawful conduct and its anticompetitive effects cease to persist (the "National Class")," as well as various sub-classes. Plaintiffs seek damages, including statutory treble damages, compensatory damages, punitive damages, interest, attorneys' fees and costs, and injunctive relief. On August 29, 20

Source: Item 3 — LITIGATION1 (FDD pages 21–25)

Question 29

What type of information can be found on the Brand Information Source Portal for Dolce Hotels franchisees?

Accepted Answer

- **"Brand Information Source Portal"** means an online gateway for communications and important notifications between us and you by providing access to reports, guest feedback, marketing resources, brand standards, quality assurance, training resources and online bill payment. As of the date of this Agreement, the Brand Information Source Portal is currently called MyPortal.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 30

What type of legal action is the Wyndham Hotel Group, LLC involved in against LuxUrban Hotels, Inc. that might concern Dolce Hotels franchisees?

Accepted Answer

Wyndham Hotel Group, LLC, TMH Worldwide, LLC, Travelodge Hotels, Inc, and Baymont Franchise Systems, Inc. v. LuxUrban Hotels, Inc., LuxUrban RE Holdings LLC, CorpHousing RSL LLC, and Brian Ferdinand (The Superior Court of New Jersey, Morris County, Case No. MRS-L-000977-24). On May 16, 2024, as amended on November 14, 2024, Wyndham Hotel Group, LLC, TMH Worldwide, LLC, Travelodge Hotels, Inc., and Baymont Franchise Systems, Inc. filed suit against defendants for breach of contract seeking recurring fees, liquidated damages, outstanding balance of various development incentive notes, interest, attorneys' fees, and costs of suit. On December 4, 2024, defendants LuxUrban Hotels, Inc., LuxUrban RE Holdings LLC, CorpHousing RSL LLC (the "Lux Entities") filed an Answer and Counterclaim for Breach of Contract, Breach of Duty of Good Faith and Fair Dealing, Breach of Fiduciary Duty, Violation of NYSFA, Violation of FFA, Violation of CFIL and CFRA, Fraud, Fraud in the Inducement, Negligent Misrepresentation. On January 28, 2025, Wyndham Hotel Group, LLC, TMH Worldwide, LLC, Travelodge Hotels, Inc., and Baymont Franchise Systems, Inc. filed an Answer denying the allegations set forth in Defendants' counterclaims. Wyndham Hotel Group, LLC, TMH Worldwide, LLC, Travelodge Hotels, Inc, and Baymont Franchise Systems, Inc. intend to pursue their claims and defend the counterclaims vigorously.

Source: Item 3 — LITIGATION1 (FDD pages 21–25)

Question 31

What type of separation-related expenses did Dolce Hotels incur during both 2023 and 2022, and what was the approximate amount of these expenses each year?

Accepted Answer

and other current liabilities on the Consolidated Balance Sheets.

#### Impairment

As a result of the Company's evaluation of the recoverability of the carrying value of certain assets, the Company recorded an impairment charge of \$2 million, primarily related to development advance notes, during the first quarter of 2024. The impairment charge was

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 32

Under the Dolce Hotels agreement, can I acquire any interest in the System or Marks other than as specified in the agreement?

Accepted Answer

ions 4822 Madison Yards Way, North Tower Madison, Wisconsin 53705 (608) 261-9555

There may be states in addition to those listed above in which Franchisor has appointed an agent for service of process. There may also be additional agents appointed in some of the states listed.

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| Location: |  |
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| Unit No.: |  |

## **DOLCE INTERNATIONAL HOLDINGS, INC. FRANCHISE AGREEMENT**

|                                  | THIS FRANCHISE AGREEMENT ("Agreement"), dated, 20, is between |                          |                         |     |
|----------------------------------|---------------------------------------------------------------|--------------------------|-------------------------|-----|
|  | DOLCE INTERNATIONAL HOLDINGS, INC., a Delaware | corporation | ("we," "our," "us," or |  |
| "Franchisor"), and | , a | ("you" | or "Franchisee"). | The |
| definitions of capitalized terms | not defined below following mutual promises, the parties agree as follows: | are found in Appendix A. | In consideration of the |  |
- **1. Franchise.** We have the exclusive right to franchise to you the distinctive "Dolce" System for providing transient guest lodging services. We grant to you and you accept the Franchise, effective and beginning on the Opening Date and ending on the earlier to occur of the Term's expiration or a Termination. The Franchise is effective only at the Location and may not be transferred or relocated. You will call the Facility a "Dolce," "Dolce Hotels," "Dolce Hotels and Resorts," "Dolce Hotels and Resorts by Wyndham," "A Dolce Conference Hotel," "A Dolce Hotel," or "A Dolce Resort," as appropriate and instructed by us. You may adopt additional or secondary designations for the Facility with our prior written consent, which we may withhold, condition, or withdraw on written notice in our sole discretion. You shall not affiliate or identify the Facility with another franchise system, reservation system, brand, cooperative or registered mark during the Term.
- **2. Reserved Rights.** You acknowledge that (i) the Franchise relates solely to the Location; and (ii) unless otherwise set forth herein, this Agreement does not entitle you to any protected territory, territorial rights or exclusive area.

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 33

Under what circumstances will a Dolce Hotels franchisee be charged a Transfer Fee?

Accepted Answer

- 4.1 Fees. You shall pay all fee amounts specified in Attachment 4.1 to this Schedule for the Products and/or Services set forth in the Schedule, including the MOP Products and/or Services ("**Fees**"). If your franchise or membership involves the transfer of an existing Chain Facility to us or changing affiliation of the Facility from one Wyndham Hotels & Resort, Inc. -owned franchise or member system to another, youwill be charged a transfer fee ("**Transfer Fee**"). You will also pay for all Additional Services as applicable.

Source: Item 22 — CONTRACTS (FDD page 84)

Question 34

Under what condition can a Dolce Hotels franchisee use a Mark for an assumed business or trade name filing?

Accepted Answer

- 13.1.1 **Cancel Assumed Name Certificate.** You shall take such action as may be necessary to cancel any assumed name or equivalent registration which contains the name "Dolce" or any variation thereof or any other Mark.

You shall provide us with evidence to our satisfaction of compliance with this obligation within thirty (30) days after Termination or expiration of this Agreement.

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 35

What must a Dolce Hotels franchisee do if requested to help obtain or maintain protection for the Marks?

Accepted Answer

You will use reasonable efforts to protect, maintain and promote the name "Dolce" the other Marks and the System's distinguishing characteristics.

You will not permit or allow your officers, directors, principals, employees, representatives, or guests of the Facility to engage in, conduct that is unlawful or damaging to the good will or public image of the Chain or System.

You agree that, in event that you or any of your principals or guarantors is or is discovered to have been, convicted of a felony or any other offense likely to reflect adversely upon us, the System or the Marks, such conviction is a material, incurable breach of this Section.

You will follow System Standards for identification of the Facility and for you to avoid confusion on the part of guests, creditors, lenders, investors and the public as to your ownership and operation of the Facility, and the identity of your owners.

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 36

What must a Dolce Hotels franchisee do with all originals of Confidential Information upon termination of the agreement?

Accepted Answer

- 15.4 **Confidential Information.** You will take all appropriate actions to preserve the confidentiality of all Confidential Information.

Access to Confidential Information should be limited to persons who need the Confidential Information to perform their jobs and are subject to your general policy on maintaining confidentiality as a condition of employment or who have first signed a confidentiality agreement.

You will not permit copying of Confidential Information (including, as to computer software, any translation, decompiling, decoding, modification or other alteration of the source code of such software).

You will use Confidential Information only for the Facility and to perform under this Agreement.

Upon Termination (or earlier, as we may request), you shall return to us all originals and copies of the System Standards Manual, policy statements and Confidential Information "fixed in any tangible medium of expression," within the meaning of the U.S.

Copyright Act, as amended.

Your obligations under this subsection commence when you sign this Agreement and continue for trade secrets (including computer software we license to you) as long as they remain secret and for other Confidential Information, for as long as we continue to use the information in confidence, even if edited or revised, plus three years.

We will respond promptly and in good faith to your inquiry about continued protection of any Confidential Information.

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 37

According to the table, what was the weighted average grant price for Restricted Stock Units (RSUs) at Dolce Hotels as of December 31, 2023?

Accepted Answer

n other noncurrent assets on its Consolidated Balance Sheets.

#### **14. STOCK-BASED COMPENSATION**

The Company has a stock-based compensation plan available to grant non-qualified stock options, incentive stock options, stock-settled appreciation rights ("SSARs"), RSUs, performance-vesting restricted stock units ("PSUs") and/or other stock-based awards to key employees and non-employee di

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 38

How much written notice is required for assignment of contract by the Dolce Hotels franchisor?

Accepted Answer

Also, at least fifteen (15) days prior to closing such financing, you shall submit to us a written statement certifying that you have not misrepresented or overstated your relationship with us and our affiliates or your rights to use the Marks.

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 75–80)

Question 39

What was the number of Performance Stock Units (PSUs) granted to Dolce Hotels as indicated in the table?

Accepted Answer

n other noncurrent assets on its Consolidated Balance Sheets.

#### **14. STOCK-BASED COMPENSATION**

The Company has a stock-based compensation plan available to grant non-qualified stock options, incentive stock options, stock-settled appreciation rights ("SSARs"), RSUs, performance-vesting restricted stock units ("PSUs") and/or other stock-based awards to key employees and non-employee directors. Under the Amended and Restated Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan ("Stock Plan"), which originally became effective on May 14, 2018 and was amended and restated on November 20, 2024, a maximum of 10.0 million shares of c

Source: Item 23 — RECEIPTS (FDD pages 84–375)

Question 40

What was the total amount of cash payments related to accrued restructuring for Dolce Hotels in the 2024 plan?

Accepted Answer

Company's term loan B. The following table presents activity for the year ended December 31, 2024: | | Liabili | | Costs I | Recognized | Cash | Payments | | Other (b) | oility as of | |--------------------------------------------|---------------------|---|---------|---------------|------|----------|----|-----------|--------------------------------------------| | | December | | | | | | | | er 31, 2024 ^(a) | | Hostile takeover defense | \$ | 7 | \$ | 43 | \$ | (47) | \$ | (3) | \$ _ | | Deb Source: Item 23 — RECEIPTS (FDD pages 84–375)

Dolce_Hotels 2025 FDD FAQ