Under what conditions can a Pump It Up franchisee execute a release or waiver of rights?
Pump_It_Up Franchise · 2025 FDDAnswer from 2025 FDD Document
196,357) | 685,682 | | | | Intangible Assets | $ 8,510,039 | $ (2,196,357) | $ 6,313,682 | | | | Amount | Amortization | Amount | | Trademarks and Trade Names | | $ 5,628,000 | $ - | $ 5,628,000 | | Franchise Contract | 2,882,039 | (1,982,741) | 899,298 | | | | Intangible Assets | $ 8,510,039 | $ (1,982,741) | $ 6,527,298 |
Exhibit E General Release Pump It Up Franchise Disclosure Document
GENERAL RELEASE
| THIS GENERAL RELEASE | ("Release") is executed on (the | |
|---|---|---|
| "Release Date") by ("Franchisee") and | ||
| ("Guarantors") as a condition of [PICK ONE: the transfer of the Pump It Up Unit between Franchisee | ||
| and Pump It Up Holdings, LLC ("PIU") [or] the transfer or renewal of the Pump It Up Franchise Agreement | ||
| dated ("Franchise Agreement") between Franchisee and PIU [or] between Franchisee | ||
| and Pump It Up Holdings, LLC ("PIU") [or] the termination of | ||
| the Pump It Up Franchise Agreement dated | ||
| ("Franchise Agreement")] between Franchisee and Pump It Up Holdings, LLC | ||
| ("PIU"). |
- Release by Franchisee and Guarantors. Franchisee (if Franchisee is an entity, on behalf of itself and its parent, subsidiaries and affiliates and their respective past and present officers, directors, shareholders, agents and employees, in their corporate and individual capacities and, if Franchisee is an individual, on behalf of themself and their heirs, representatives, successors and assigns) and Guarantors (on behalf of themselves and their respective heirs, representatives, successors and assigns) (collectively, "Franchisee Releasors") freely and without any influence forever release and covenant not to sue PIU and its parent(s), subsidiaries, successors and affiliates, and their respective past and present officers, directors, members, shareholders, agents and employees, in their corporate and individual capacities, (collectively "PIU Releasees") with respect to any and all claims, demands, liabilities and causes of action of whatever kind or nature, whether known or unknown, vested or contingent, suspected or unsuspected (collectively, "Claims"), which any Franchisee Releasor ever owned or held, now owns or holds or may in the future own or hold, including, without limitation, claims arising under federal, state and local laws, rules and ordinances and claims arising out of, or relating to the Franchise Agreement and all other agreements between any Franchisee Releasor and any PIU Releasee, arising out of, or relating to any act, omission or event occurring on or before the date of this Release, unless prohibited by applicable law.
Applicability Under California Law: Franchisee and Guarantors (on behalf of the Franchisee Releasors) expressly agree that, with respect to this release, any and all rights granted under Section 1542 of the California Civil Code are expressly waived, to the extent applicable. That Section reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Applicability Under Washington Law: Notwithstanding the foregoing, this Release shall not apply to any claims under the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder.
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- Risk of Changed Facts. Franchisee and Guarantors understand that the facts out of which the Release in Section 1 above is given may turn out to be different from the facts now known or believed by them to be true. Franchisee and Guarantors hereby accept and assume the risk of the facts turning out to be different and agree that the Release shall nevertheless be effective in all respects and not subject to termination or rescission by virtue of any such difference in facts.
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- No Prior Assignment.
Source: Item 23 — RECEIPTS (FDD pages 60–225)
What This Means (2025 FDD)
According to the 2025 Pump It Up Franchise Disclosure Document, a franchisee may be required to execute a general release under specific conditions, such as the transfer of a Pump It Up unit or the franchise agreement, or upon the termination of the franchise agreement. This release involves the franchisee, on behalf of themselves, their subsidiaries, affiliates, individuals executing the agreement, and guarantors, relinquishing all claims against Pump It Up, its parent company, subsidiaries, affiliates, officers, directors, shareholders, agents, equity holders, and employees. This release covers all types of claims, whether known or unknown, vested or contingent, arising from federal, state, and local laws, the Franchise Agreement, the sale of the franchise, or the operation of the franchised business.
However, the general release does not apply to claims arising from representations made in the Franchise Disclosure Document or its exhibits, nor does it impair claims arising after the date of the agreement. Franchisees also waive their rights under Section 1542 of the California Civil Code, which pertains to claims unknown at the time of executing the release.
It's important to note that certain states have specific regulations regarding releases and waivers. For instance, in Maryland, franchisors are prohibited from requiring franchisees to assent to releases, estoppels, or waivers of liability as a condition of purchasing a franchise. Similarly, in Washington, no statement signed by a franchisee can waive claims under state franchise law or disclaim reliance on statements made by the franchisor. These state-specific addenda modify the general release to comply with local laws, ensuring that franchisees' rights are protected under applicable state franchise laws.