For Floyds 99, what is the effect of the 'No Waiver; No Disclaimer' provision on any conflicting terms in other franchise documents?

According to the 2025 Floyds 99 Franchise Disclosure Document, a 'No Waiver; No Disclaimer' provision exists that supersedes any other inconsistent terms within documents related to the franchise agreement. This provision specifically protects franchisees from unintentionally waiving claims of fraud in the inducement, whether based on common law or statutory rights. It also ensures that franchisees cannot be deemed to have disclaimed reliance on statements or information provided by Floyds 99 or its representatives that were material to their investment decision. This means that any statements signed by a franchisee regarding their understanding of facts or legal effects are considered to be based solely on their understanding at the time of the investment.

This provision is particularly relevant in states like California, Maryland, New York, and Virginia, where addenda to the FDD reinforce the protection against waiving rights under state franchise laws. For instance, the Maryland addendum explicitly states that no statement signed by a franchisee can waive claims under Maryland's franchise law, including fraud in the inducement, or disclaim reliance on franchisor statements. Similarly, the Virginia addendum ensures that franchisees do not waive claims or disclaim reliance on statements made by Floyds 99 or its representatives. New York also provides similar protections under Article 33 of the General Business Law.

The practical effect of this provision is to provide franchisees with a legal safeguard against unknowingly relinquishing their rights or claims due to conflicting terms in various franchise-related documents. It ensures that franchisees' claims of fraud or reliance on franchisor statements are not undermined by waivers or disclaimers that they may have signed. This protection is especially important in the context of complex franchise agreements where franchisees may not fully understand the legal implications of every clause.

However, franchisees should be aware that the specific protections and enforceability of these provisions can vary by state. For example, while the 'No Waiver; No Disclaimer' provision generally applies, certain states like North Dakota may have specific regulations that could affect the enforceability of certain clauses, such as those related to jurisdiction, choice of law, or waivers of exemplary damages. Therefore, it is crucial for prospective franchisees to consult with legal counsel to understand the full scope of their rights and protections under the laws of their specific state.