e, such as fees charged for lodging, food, and beverage.

Advertising and Marketing

Advertising by You

You may develop, at your cost, advertising and promotional materials for your own use, but may not use them until after we have approved them in writing. You must submit to us for our approval samples of all advertising and promotional materials not prepared or previously approved by us that you wish to use. We will not unreasonably withhold our approval. If we do not disapprove any materials submitted to us within 15 days of receiving them, they will be deemed approved. Our actual or deemed approval will not mean that we have analyzed or approved any such materials with respect to any state, local or administrative law, rule or regulation that may be applicable to a franchise's practice of chiropractic in its State of licensure. In addition to any Advertising Fees for an Ad Fund (see below) and the Technology Fee, each HealthSource Chiropractic Clinic must spend, at a minimum each month, the greater of $3,000 or 5% of its gross revenues for local advertising, promotion, and marketing. Your 60-day marketing plan expenditures (see Item 7) and telephone and internet directory advertising expenditures (see below) count towards this requirement.

We may require you to list and advertise your franchise in the professional trade association directories and certain directories distributed within your Protected Territory, and with such internet-based directories as we may specify. These listings must be made in the directory categories we specify, using our standard forms of listing and classified directory advertisements. We may place classified directory advertisements on a national or regional basis and list your and other HealthSource Chiropractic franchises operating within the directories' distribution area, with the cost of the advertisements being reasonably apportioned among all franchises listed.

If you purchase a franchise, you irrevocably consent to the use of your name and likeness, including voice and image, by us and its respective affiliates, successors and assigns, for all commercial purposes, including advertising and promotion, in any media, throughout the world in perpetuity, including but not limited to, on the internet.

We may require you to use a website controlled by us and to require you to use search engine optimization services. In the event we establish a website, or series of websites, for our Systems and Clinic franchises, you agree to give us information and materials that we may periodically request concerning your Clinic franchise, and to otherwise participate in the System website in the manner that we may require. If we establish a System website, all advertising and promotional materials that you develop for your Clinic franchise must contain the URL of the System website in the manner that we may designate.

Local and Regional Advertising Cooperatives

You are not required to participate in any local or regional advertising cooperative. We have no local or regional advertising cooperatives, but reserve the right to have them in the future.

Advertising Councils

There is currently not an advertising council ("Council"), but we reserve the right to establish one in the future. We will select the Council's members, and we may change or dissolve the Council at any time. We anticipate that a Council would serve in an advisory capacity, but may grant to the Council any operational or decision-making powers that we deem appropriate. We, or one or more of our affiliated companies or persons, may also offer separate, optional, advisory councils or groups that may have additional costs to you should you decide to participate.

Advertising by Us - Advertising Funds

We have the right to create separate advertising funds (the "Ad Fund") for our Clinic franchises to accomplish those national, regional and local advertising and promotional programs we deem necessary or appropriate in our sole discretion for each type of franchise. See Item 6 for the amount of your required contribution to any Ad Fund that includes all or any part of your Protected Territory. We require all HealthSource Chiropractic Clinics to contribute 2% of their gross revenues to the Ad Fund. All HealthSource Chiropractic Clinic will be required to contribute to the Ad Fund on the same basis as you, respectively, unless prohibited by law. We have the right to increase or decrease your contribution to the Ad Fund upon 30 days written notice to you. HealthSource Chiropractic franchises owned by us or our affiliates must contribute to an Ad Fund on the same basis as you, subject only to limitation under applicable law.

We will administer and direct all marketing programs financed by an Ad Fund, and will have sole discretion over the creative concepts, materials, endorsements and media used by the Fund, and the geographic, market, and allocation of the Fund. We have the right to determine, in our sole discretion, the composition of all geographic territories and market areas for the development and implementation of such programs.

Source: Item 11 — Franchisor's Assistance, Advertising, Computer Systems, and Training (FDD pages 34–44)