Terms & Conditions

IMPORTANT LEGAL NOTICE — PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE ACCESSING OR USING THIS WEBSITE. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND A CLASS ACTION AND JURY TRIAL WAIVER IN SECTION 13 THAT AFFECT YOUR LEGAL RIGHTS. BY ACCESSING, BROWSING, OR OTHERWISE USING THIS WEBSITE (INCLUDING BY SUBMITTING A FRANCHISE INQUIRY FORM OR CLICKING ANY EXTERNAL LINKS TO THIRD-PARTY ONLINE ORDERING PLATFORMS), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS.

RECITALS

WHEREAS, Chatime Franchise LLC, together with its parent company (Chatime Global LLC), subsidiaries, and affiliated entities (collectively hereinafter referred to as “Chatime,” “Company,” “we,” “us,” or “our”), owns, operates, or licenses the “Chatime” brand and maintains the website located at www.chatime.com (hereinafter referred to as the “Website” or “Site”);

WHEREAS, the Website is designed solely to provide general brand information, display the locations of independently owned and operated or corporate-owned Chatime retail stores across the United States (via the “Stores” page), provide outbound hypertext links to independent third-party online ordering platforms (including, without limitation, the platform operated by Olo Inc. or Chowbus Inc.), and allow prospective business applicants to submit preliminary inquiries regarding franchise opportunities (via the “Franchise Inquiry Form”); and

WHEREAS, any natural person or legal entity accessing, browsing, or otherwise utilizing the Website (hereinafter referred to as “User,” “you,” or “your”) desires to access and use the Website subject to the terms, conditions, covenants, disclaimers, and limitations of liability set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the sufficiency of which is hereby acknowledged, and as a strict condition precedent to your access to and use of the Website, you hereby agree as follows:

SECTION 1. DEFINITIONS

For purposes of these Terms and Conditions of Use (hereinafter, the “Terms”), the following capitalized terms shall have the meanings ascribed to them below:

1.1 “Affiliates” means, with respect to Chatime, any entity that directly or indirectly controls, is controlled by, or is under common control with Chatime Franchise LLC, including, without limitation, its parent company, Chatime Global LLC, its franchisor entities, regional master franchisees, and area representatives.

1.2 “Chatime Indemnified Parties” means Chatime, its Affiliates, and their respective past, present, and future officers, directors, shareholders, members, managers, partners, employees, attorneys, agents, licensors, suppliers, successors, and assigns.

1.3 “Franchise Disclosure Document” or “FDD” means the formal legal disclosure document prepared and delivered in accordance with the U.S. Federal Trade Commission’s Franchise Rule, 16 C.F.R. Part 436, and applicable state franchise registration and disclosure statutes.

1.4 “Franchise Inquiry Form” means the electronic web form located on the “Franchise” page of the Website through which a User may voluntarily submit his, her, or its First Name, Last Name, Email Address, Telephone Number, City, State/Region, and Zip Code to express preliminary interest in a Chatime franchise opportunity.

1.5 “Independent Franchisee” means an independent third-party business entity or individual that has entered into a franchise agreement with Chatime or an Affiliate to own and operate a retail Chatime store location in the United States.

1.6 “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and any other intellectual property or proprietary rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

1.7 “Third-Party Ordering Platform” means any external website, mobile application, point-of-sale interface, or online ordering system owned, operated, and controlled by an independent third-party technology provider—specifically including, without limitation, Olo Inc. (“Olo”)—or an Independent Franchisee, to which a User may be redirected via hyperlinks on the “Stores” page of the Website.

SECTION 2. ACCEPTANCE OF TERMS AND MODIFICATIONS

2.1 Binding Agreement.

(a) By accessing, browsing, or otherwise using the Website, or by clicking “Submit” on the Franchise Inquiry Form, you hereby acknowledge and agree that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (located at https://chatime.com/privacy), which is hereby incorporated into these Terms by reference as if fully set forth herein. If you do not agree to each and every provision of these Terms and the Privacy Policy, you are expressly prohibited from accessing or using the Website and must discontinue use immediately.

(b) Affirmative Assent via Initial Consent Modal. Without limiting the generality of Section 2.1(a) above, upon your initial access to the Website, you are presented with an interactive notice and consent modal window (the “Consent Modal”) containing conspicuous hypertext links to these Terms and our Privacy Policy. You expressly acknowledge and agree that your affirmative act of clicking the “Accept,” “Accept & Continue,” “I Agree,” or any equivalent confirmation button on the Consent Modal constitutes your electronic signature and manifests your unambiguous, affirmative, and legally binding assent to be bound by each and every provision of these Terms (specifically including, without limitation, the Mandatory Individual Arbitration and Class Action Waiver provisions set forth in Section 13 hereof) and our Privacy Policy, to the exact same extent as if you had physically executed a written contract.

2.2 Right to Modify. Notwithstanding anything to the contrary herein, Chatime reserves the right, in its sole and absolute discretion, to amend, modify, update, or replace any part of these Terms at any time without prior individualized notice to you. All such modifications shall become effective immediately upon our posting of the revised Terms on the Website and updating the “Last Revised” date at the top of this document. Your continued access to or use of the Website following the posting of any changes to these Terms constitutes your binding acceptance of such changes.

2.3 Relationship to Other Agreements. These Terms govern only your access to and use of this Website. These Terms do not alter, amend, or supersede in any way the terms or conditions of any executed Franchise Agreement, Multi-Unit Development Agreement, Confidentiality Agreement, or any other written contract you may have with Chatime or any Independent Franchisee.

SECTION 3. ELIGIBILITY AND USER REPRESENTATIONS

3.1 Age of Majority. Unlike general consumer websites, the interactive features of this Website (specifically, the Franchise Inquiry Form) are intended strictly for adult business inquiries. BY ACCESSING OR USING THE WEBSITE, AND PARTICULARLY BY SUBMITTING A FRANCHISE INQUIRY FORM, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE (OR THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE, IF HIGHER) AND POSSESS THE LEGAL AUTHORITY, RIGHT, AND FREEDOM TO ENTER INTO A BINDING LEGAL AGREEMENT. The Website is not directed to, nor intended for use by, anyone under the age of sixteen (16).

3.2 Sanctions and Export Compliance. You hereby represent, warrant, and covenant that: (a) you are not located in, under the control of, or a national or resident of any country that is subject to a United States government embargo or that has been designated by the United States government as a “terrorist supporting” country; and (b) you are not listed on any United States government list of prohibited, sanctioned, or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals (SDN).

SECTION 4. FRANCHISE INQUIRY SUBMISSIONS AND TCPA TELEMARKETING CONSENT

4.1 Accuracy of Inquiry Submissions. When you choose to fill out and submit the Franchise Inquiry Form on the Website, you represent, warrant, and covenant that all information provided therein (including your First Name, Last Name, Email Address, Telephone Number, City, State/Region, and Zip Code) is true, accurate, current, and complete, and that you are the actual person named in the form and the subscriber or customary user of the telephone number provided.

4.2 Express Written Consent to Telemarketing, SMS, and Email Communications (TCPA Compliance).

(a) Scope of Consent: Pursuant to the Telephone Consumer Protection Act (47 U.S.C. § 227), its implementing regulations (47 C.F.R. § 64.1200), and applicable state telemarketing laws, by entering your telephone number and clicking to submit the Franchise Inquiry Form, you hereby provide your prior express written consent for Chatime, its Affiliates, and its authorized franchise development representatives to contact you via live telephone calls, prerecorded or artificial voice messages, and SMS/MMS text messages (including communications sent using an automatic telephone dialing system or “autodialer”), as well as via email, at the telephone number and email address you provided, for the purpose of responding to your inquiry and providing marketing offers, franchise information, and company news.

(b) No Condition of Purchase: You acknowledge and agree that your consent to receive such marketing calls, text messages, or emails is strictly voluntary and is not a condition of purchasing any goods, services, or franchise rights from Chatime.

(c) Carrier Charges and Opt-Out Procedure: Standard message and data rates may apply to SMS/MMS messages as determined by your mobile wireless carrier. You may revoke your consent and opt out of receiving future SMS text messages at any time by replying “STOP” to any text message received from us, or by contacting us directly at [email protected] or [email protected]. You may opt out of marketing emails at any time by clicking the “Unsubscribe” link contained within such emails.

(d) Indemnification for Wrong Number: You represent and warrant that you are the current subscriber or customary user of the mobile or residential telephone number submitted on the Franchise Inquiry Form. In the event that you provide a telephone number for which you are not the subscriber or customary user, or if you fail to notify us promptly after you cease to be the subscriber or customary user of such number, you agree to fully indemnify, defend, and hold harmless the Chatime Indemnified Parties from and against any and all claims, liabilities, statutory damages, and attorneys’ fees arising under the Telephone Consumer Protection Act or similar state laws resulting from our good-faith attempts to contact you at the number you provided.

SECTION 5. STORES PAGE, INDEPENDENT FRANCHISEES, AND THIRD-PARTY ORDERING PLATFORMS (OLO CARVE-OUT)

5.1 Independent Franchisee Operations (No Agency or Joint-Employer Relationship). You expressly acknowledge and agree that the vast majority of Chatime retail locations listed on the “Stores” page of the Website are owned and operated by Independent Franchisees pursuant to franchise agreements with Chatime or its Affiliates. INDEPENDENT FRANCHISEES ARE INDEPENDENT CONTRACTORS AND ARE NOT AGENTS, PARTNERS, JOINT VENTURERS, OR EMPLOYEES OF CHATIME. Chatime does not own, control, or manage the day-to-day operations, employment practices, food preparation, pricing, or premises security of any store operated by an Independent Franchisee. Under no circumstances shall Chatime be liable or responsible for any act, omission, negligence, tort, statutory violation, or breach of contract committed by any Independent Franchisee or its employees.

5.2 Third-Party Online Ordering Platforms (Specifically Olo Inc.).

(a) Redirection to Olo: For your convenience, the “Stores” page of the Website provides hypertext links that allow you to navigate to a Third-Party Ordering Platform—specifically including the online ordering system operated by Olo Inc.—to place food and beverage orders with participating Chatime stores.

(b) Complete Disclaimer of Responsibility for Olo: WHEN YOU CLICK AN ONLINE ORDERING LINK ON OUR “STORES” PAGE, YOU ARE LEAVING THE CHATIME WEBSITE AND ENTERING A WEBSITE OR PLATFORM OWNED, CONTROLLED, AND OPERATED EXCLUSIVELY BY OLO INC. OR ANOTHER INDEPENDENT THIRD PARTY. Chatime has no control over, and assumes no responsibility or liability whatsoever for: (i) the availability, functionality, or security of the Olo platform; (ii) the collection, storage, processing, or transmission of your personal data, credit card, or payment card information (PCI data) on the Olo platform; (iii) the accuracy of menu descriptions, allergen disclosures, pricing, or promotional offers displayed on Olo; or (iv) the fulfillment, quality, safety, or delivery of any food or beverage order placed through Olo.

(c) Governing Terms for Online Orders: Any online order you place, and any personal or financial information you submit during the ordering process, is governed solely and exclusively by the terms of use and privacy policy of Olo Inc. and the fulfilling Independent Franchisee. You hereby irrevocably waive and release the Chatime Indemnified Parties from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with your use of the Olo platform or any transaction conducted thereon.

SECTION 6. STATUTORY FRANCHISE LAW DISCLAIMER (NO OFFER OR SOLICITATION)

6.1 No Offer to Sell a Franchise. NOTHING CONTAINED ON THIS WEBSITE, nor THE SUBMISSION OF A FRANCHISE INQUIRY FORM OR ANY SUBSEQUENT PRELIMINARY COMMUNICATIONS WITHIN THREE (3) BUSINESS DAYS OR OTHERWISE, SHALL BE CONSTRUED AS AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, A CHATIME FRANCHISE. Submitting the Franchise Inquiry Form merely expresses your preliminary interest and does not obligate either you or Chatime in any way. An offer to sell a franchise can be made only through the formal delivery of a current Franchise Disclosure Document (FDD) in strict compliance with the Federal Trade Commission’s Franchise Rule (16 C.F.R. Part 436) and applicable state franchise laws.

6.2 Franchise Registration States Notice. Certain U.S. states—including, without limitation, California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin—regulate the offer and sale of franchises and require that a Franchise Disclosure Document be registered with, or exempted by, the relevant state regulatory authority prior to offering or selling a franchise in such jurisdiction. If you are a resident of one of these states, or if you intend to locate or operate a franchise in one of these states, we will not offer or sell you a franchise unless and until we have complied with all applicable pre-sale registration and disclosure requirements in your jurisdiction.

6.3 No Financial Performance Representations. Unless expressly set forth in Item 19 of Chatime’s current, registered Franchise Disclosure Document delivered to you in accordance with applicable law, Chatime does not make any representations or guarantees regarding potential sales, income, gross revenues, or net profits of any existing or future Chatime franchise location.

SECTION 7. PRIVACY AND TECHNICAL DATA PROCESSING

7.1 Alignment with Privacy Policy. Your submission of personal information through the Franchise Inquiry Form is governed by our Privacy Policy (located at https://chatime.com/privacy). As detailed in our Privacy Policy, Chatime has designed this Website to minimize data collection. Aside from the personal information you voluntarily submit via the Franchise Inquiry Form, we do not actively collect, log, store, or profile your Internet Protocol (IP) address or browsing behavior for marketing, behavioral advertising, or cross-site tracking purposes.

7.2 Transient Technical Routing. You acknowledge and understand that, as a purely technical requirement of standard Internet protocols (TCP/IP), our web hosting infrastructure and any embedded map-rendering application programming interfaces (APIs) utilized on the “Stores” page may transiently process network routing packets containing your device’s IP address solely for the momentary purpose of transmitting webpage content and rendering store location maps on your screen.

7.3 Strictly Necessary Cookies and Session Storage. Notwithstanding our strict policy against invasive tracking, behavioral profiling, or the collection and storage of IP addresses for marketing purposes, you acknowledge and agree that the Website utilizes strictly necessary first-party session cookies, local browser storage, and transient network protocols (collectively, “Essential Technical Mechanisms”) solely to: (i) ensure the basic operational functionality, load balancing, and cybersecurity of the Website; (ii) render store location information on the “Stores” page; and (iii) record and remember your affirmative acceptance of the Consent Modal so that you are not repeatedly prompted during the same browsing session. Because these Essential Technical Mechanisms are strictly necessary to deliver the Website requested by you, they cannot be disabled via the Website interface, though you may configure your individual web browser settings to block or delete cookies at any time (acknowledging that doing so may impair certain visual features of the Website).

SECTION 8. INTELLECTUAL PROPERTY RIGHTS AND LIMITED LICENSE

8.1 Ownership of Website and Content. You understand, acknowledge, and agree that the Website and its entire contents, features, and functionality—including, without limitation, all information, software, source code, text, displays, graphics, photographs, video, audio, drink recipes, menu layouts, design, presentation, selection, and arrangement (collectively, the “Website Content”)—are owned solely and exclusively by Chatime, its licensors, or other providers of such material, and are protected to the maximum extent permitted by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

8.2 Trademarks. The “Chatime” name, the Chatime teacup logo, and all related names, logos, product and service names, cup designs, store trade dress, images, and slogans are registered and/or common law trademarks or service marks of Chatime or its Affiliates (the “Chatime Marks”). You are strictly prohibited from using, reproducing, or displaying any Chatime Marks without the prior express written permission of Chatime. Nothing on this Website or in these Terms shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Chatime Marks.

8.3 Limited License for Personal/Evaluative Use. Subject to your strict compliance with these Terms, Chatime grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and view the Website Content solely for your personal, non-commercial use or for your bona fide internal evaluation of a prospective franchise inquiry. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, republish, download, scrape, or transmit any of the Website Content, nor use any Website Content for training artificial intelligence (AI) or machine learning models, without our express prior written consent.

SECTION 9. PROHIBITED CONDUCT AND WEBSITE SECURITY

As a strict condition of your access to and use of the Website, you covenant and agree that you shall not use the Website for any purpose that is unlawful or prohibited by these Terms. Without limiting the generality of the foregoing, you are strictly prohibited from:

(a) Submitting any false, fraudulent, inaccurate, misleading, or third-party personal information on the Franchise Inquiry Form, or impersonating Chatime, a Chatime employee, or any other person or entity;

(b) Using any robot, spider, scraper, crawler, data-mining tool, or other automated device, process, or means to access, monitor, copy, or extract any portion of the Website or Website Content;

(c) Attempting to circumvent, disable, or otherwise interfere with any security-related features of the Website, or attempting to gain unauthorized access to any server, computer, or database connected to the Website;

(d) Introducing any viruses, trojan horses, worms, logic bombs, ransomware, or other material that is malicious or technologically harmful;

(e) Attacking the Website via a denial-of-service (DoS) attack, distributed denial-of-service (DDoS) attack, packet flooding, or mailbombing; or

(f) Framing, mirroring, or utilizing framing techniques to enclose any Chatime Marks or Website Content on any other website without our advance written consent.

SECTION 10. DISCLAIMER OF WARRANTIES (“AS-IS” AND “AS-AVAILABLE”)

10.1 General Information Only (No Reliance). The Website Content is provided for general informational purposes only. While Chatime makes reasonable commercial efforts to provide accurate information on the Website, you should not assume that such information is always complete, current, or error-free. Any reliance you place on such information is strictly at your own risk.

10.2 Comprehensive Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE WEBSITE, ITS CONTENT, THE FRANCHISE INQUIRY FORM, AND ANY LINKS TO THIRD-PARTY ORDERING PLATFORMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CHATIME HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER CHATIME NOR ANY OF ITS AFFILIATES MAKES ANY WARRANTY OR REPRESENTATION THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

SECTION 11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential and Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL, STATE, OR LOCAL LAW, IN NO EVENT SHALL THE CHATIME INDEMNIFIED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER—INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, BODILY HARM, ALLERGIC REACTION, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, OR LOSS OF DATA—WHETHER ARISING OUT OF OR IN CONNECTION WITH BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY, STATUTORY VIOLATION, BREACH OF PRIVACY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR RELATING TO: (A) YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE WEBSITE; (B) ANY CONDUCT, CONTENT, OR TRANSACTION ON ANY THIRD-PARTY ORDERING PLATFORM (INCLUDING OLO INC.); (C) ANY ACT OR OMISSION OF ANY INDEPENDENT FRANCHISEE; OR (D) ANY DELAY OR FAILURE IN RESPONDING TO YOUR FRANCHISE INQUIRY FORM, EVEN IF CHATIME HAS BEEN ADVISED OF OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Direct Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE, CUMULATIVE LIABILITY OF THE CHATIME INDEMNIFIED PARTIES TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS WEBSITE OR THESE TERMS (WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE) EXCEED THE SUM OF ONE HUNDRED U.S. DOLLARS ($100.00 USD).

11.3 Jurisdictional Exceptions. Because some states or jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, some of the above limitations may not apply to you. In such jurisdictions, the liability of the Chatime Indemnified Parties shall be limited to the greatest extent permitted by applicable law.

SECTION 12. INDEMNIFICATION

You hereby agree to defend, indemnify, and hold harmless the Chatime Indemnified Parties from and against any and all claims, actions, suits, demands, liabilities, damages, judgments, awards, penalties, fines, losses, costs, and expenses (including reasonable attorneys’ fees and litigation costs) arising out of or relating to: (a) your access to or use of the Website; (b) your breach or alleged breach of any representation, warranty, covenant, or provision of these Terms; (c) any inaccurate, fraudulent, or unauthorized information (including any third-party telephone number) submitted by you via the Franchise Inquiry Form; or (d) your violation of any applicable federal, state, or local law, rule, or regulation, or the rights of any third party. Chatime reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate fully with our defense of such claims.

SECTION 13. GOVERNING LAW, MANDATORY ARBITRATION, AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

13.1 Governing Law. These Terms, your use of the Website, and any dispute or claim arising out of or related hereto shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware and applicable federal laws of the United States of America (including the Federal Arbitration Act, 9 U.S.C. § 1 et seq.), without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

13.2 Mandatory Pre-Arbitration Informal Dispute Resolution. Before either party may initiate an arbitration proceeding, the aggrieved party must first send a written Notice of Dispute (“Notice”) to the other party providing a detailed description of the claim and the specific relief sought. Any Notice to Chatime must be sent via certified U.S. Mail or nationally recognized overnight courier to: 8 The Green, Suite A, Dover, DE 19901, Attn: Legal Department. If the parties do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, either party may commence an arbitration proceeding pursuant to Section 13.3.

13.3 Mandatory Binding Individual Arbitration. Except for small claims court actions that qualify for small claims jurisdiction or actions by Chatime seeking temporary, preliminary, or permanent injunctive relief to protect its Intellectual Property Rights, any dispute, claim, or controversy arising out of or relating to this Website, these Terms, our Privacy Policy, any communications sent pursuant to the Franchise Inquiry Form (including any claim under the Telephone Consumer Protection Act or state privacy/wiretapping statutes), or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined exclusively by binding individual arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules (or Commercial Arbitration Rules, if the User is a business entity/franchise applicant) then in effect. The seat and venue of the arbitration shall be New York County, New York (or conducted via videoconference/teleconference if permitted by the arbitrator). Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

13.4 CLASS ACTION AND JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND CHATIME EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION. YOU EXPRESSLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR MASS ARBITRATION, AND BOTH PARTIES UNCONDITIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

13.5 Exclusive Judicial Venue (Fallback). In the event that the arbitration agreement in Section 13.3 is found not to apply to you or to a particular claim, you and Chatime agree that any judicial proceeding shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in Dover, Delaware. You hereby irrevocably submit to the exclusive personal jurisdiction of such courts and waive any objection based on improper venue or forum non conveniens.

13.6 One-Year Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

SECTION 14. MISCELLANEOUS BOILERPLATE PROVISIONS

14.1 Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, void, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary such that the remaining provisions of the Terms will continue in full force and effect.

14.2 No Waiver. No waiver by Chatime of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Chatime to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

14.3 Force Majeure. Chatime shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any action (including responding to a Franchise Inquiry Form within three (3) business days) when and to the extent such failure or delay is caused by or results from acts beyond Chatime’s reasonable control, including acts of God, pandemic, internet or telecommunications outages, cyberattacks, or governmental actions.

14.4 Entire Agreement. These Terms and our Privacy Policy constitute the sole and entire agreement between you and Chatime regarding your access to and use of the Website, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website (specifically excluding any executed Franchise Agreement or FDD receipt).

14.5 Contact Information. All legal notices, questions, or comments regarding these Terms or the Website should be directed to:

• Entity Name: Chatime Franchise LLC
• Mailing Address: 8 The Green, Suite A, Dover, DE 19901
• Email Address: [email protected] or [email protected]