What does 'Losses' include in the context of the Hawaiian Bros Island Grill Gift Card Program?

According to the 2025 Hawaiian Bros Island Grill FDD, in the context of the Gift Card Program, 'Losses' refers to any damages, liabilities, claims, or causes of action, including attorney's fees, that GIFTCO (the gift card program operator) may incur. These losses must arise from or relate to the offer, sale, redemption, or any use of gift cards at Hawaiian Bros Island Grill restaurants operated by the franchisee (referred to as PARTICIPANT in this section), or otherwise connected with the franchisee's participation in the Gift Card Program.

The franchisee (PARTICIPANT) agrees to indemnify, defend, and hold GIFTCO harmless against these losses. This means the franchisee is responsible for protecting GIFTCO from any financial or legal repercussions resulting from the franchisee's involvement in the Gift Card Program. However, there is an exception: GIFTCO is responsible for losses resulting from its own willful misconduct or gross negligence.

This indemnification agreement remains in effect even after the termination of the Participation Agreement. This means that even if the franchisee is no longer participating in the Gift Card Program or is no longer a Hawaiian Bros Island Grill franchisee, they may still be liable for losses that occurred during their participation. This is a standard clause in many franchise agreements to protect the franchisor and affiliated parties from liabilities arising from the franchisee's operations.