Terms of Use

1. Acceptance of Terms

1.1. By creating an account, accessing, browsing, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and references to “you” shall include that organization.

1.2. You represent that you are at least 18 years of age and have the legal capacity to enter into a binding agreement. If you are under the age of 18, you may not access or use the Services.

1.3. We reserve the right to modify, update, or replace any part of these Terms at our sole discretion. Material changes will be indicated by updating the “Last Updated” date at the top of this page. Your continued use of the Services following the posting of changes constitutes acceptance of those changes. It is your responsibility to review these Terms periodically.

2. Use of Services

2.1. License Grant. Subject to your compliance with these Terms, FS Ai grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes in connection with the management and operation of franchise networks.

2.2. Restrictions. You shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services; (b) use the Services for the benefit of any third party, including as part of any service bureau, time-sharing, or outsourcing arrangement; (c) license, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Services; (d) use the Services in any way that violates applicable federal, state, local, or international law or regulation, including without limitation data protection and privacy laws; (e) use automated means, including bots, scrapers, crawlers, or similar technology to access, collect data from, or interact with the Services; (f) interfere with, disrupt, or attempt to gain unauthorized access to the Services, servers, or networks connected to the Services; (g) upload, transmit, or distribute any viruses, worms, Trojan horses, or other malicious code; (h) use the Services to send unsolicited communications (spam); or (i) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

2.3. Usage Limits. The Services may be subject to usage limits as specified in your service agreement or subscription plan. Exceeding these limits may result in additional fees, throttling, or suspension of access at our sole discretion.

3. Account Registration and Security

3.1. To access certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to maintain its accuracy. Providing false, inaccurate, outdated, or incomplete information may result in the immediate suspension or termination of your account.

3.2. You are solely responsible for safeguarding the confidentiality of your account credentials, including your password. You agree to immediately notify FS Ai of any unauthorized use of your account or any other breach of security. FS Ai shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

3.3. You are responsible for all activities that occur under your account, whether or not authorized by you. You agree not to share your account credentials with any third party or allow any third party to access the Services through your account.

4. Intellectual Property Rights

4.1. Ownership. The Services, including all content, features, functionality, software, text, displays, images, video, audio, design, the selection and arrangement thereof, and all associated intellectual property rights, are and shall remain the exclusive property of FS Ai and its licensors. The Services are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws of the United States and international jurisdictions.

4.2. Trademarks. “Franchise Systems Ai,” “FS Ai,” the FS Ai logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Franchise Systems Inc. or its affiliates. You may not use such marks without the prior written permission of FS Ai.

4.3. Feedback. If you provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Services (“Feedback”), you hereby assign to FS Ai all right, title, and interest in and to such Feedback. FS Ai shall be free to use, disclose, reproduce, license, and otherwise exploit such Feedback without any restriction or obligation to you.

5. User Content

5.1. You retain all ownership rights in any data, text, files, information, or other materials that you submit, upload, or otherwise make available through the Services (“User Content”). By submitting User Content, you grant FS Ai a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content solely to the extent necessary to provide, maintain, and improve the Services.

5.2. You represent and warrant that: (a) you own or otherwise control all rights in and to your User Content; (b) the User Content is accurate and not misleading; and (c) the use and posting of your User Content does not violate these Terms and will not violate the rights of any third party, including intellectual property rights, privacy rights, or publicity rights.

5.3. FS Ai does not endorse any User Content and expressly disclaims any and all liability in connection with User Content. FS Ai reserves the right to remove any User Content for any reason, including User Content that we believe violates these Terms or applicable law.

6. Payment Terms

6.1. Certain features of the Services may require payment of fees. You agree to pay all applicable fees as described in the applicable service agreement, order form, or pricing page. All fees are non-refundable unless otherwise expressly stated in writing by FS Ai.

6.2. FS Ai reserves the right to change its fees at any time upon thirty (30) days prior written notice. Fee changes will take effect at the start of your next billing cycle following the notice. Your continued use of paid Services after the fee change takes effect constitutes your agreement to pay the updated fees.

6.3. If any payment is not received by the due date, FS Ai may, without limiting its other rights and remedies: (a) charge interest on past due amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower; and (b) suspend or terminate your access to the paid Services until all outstanding amounts are paid in full.

7. Confidentiality

7.1. Each party (the “Receiving Party”) acknowledges that in the course of using or providing the Services, it may receive or have access to information that is confidential or proprietary to the other party (the “Disclosing Party”), including but not limited to business plans, customer lists, technical data, product plans, and financial information (“Confidential Information”).

7.2. The Receiving Party agrees to: (a) maintain the confidentiality of all Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use any Confidential Information for any purpose outside the scope of these Terms; and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, contractors, and agents who need to know such information and are bound by confidentiality obligations at least as restrictive as those contained herein.

8. Disclaimers

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FS AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. FS AI MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF THE SERVICES OR ANY CONTENT OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FS AI OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF FS AI SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FS AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICES; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF FS AI EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNTS PAID BY YOU TO FS AI IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE. THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT FS AI HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. Indemnification

You agree to defend, indemnify, and hold harmless FS Ai, its parent company Franchise Systems Inc., and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees and court costs) arising from: (a) your use of and access to the Services; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, intellectual property, or privacy right; or (d) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services.

11. Termination

11.1. FS Ai may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach any provision of these Terms.

11.2. Upon termination, your right to use the Services will immediately cease. If you wish to terminate your account, you may do so by contacting us at legal@franchisesystems.ai.

11.3. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, confidentiality obligations, and limitations of liability. FS Ai shall have no obligation to maintain or provide your data after termination, and may, unless legally prohibited, delete all of your data in its systems or otherwise in its possession or under its control.

12. Governing Law and Dispute Resolution

12.1. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

12.2. Any dispute arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may initiate binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Wilmington, Delaware.

12.3. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.

13. Miscellaneous

13.1. Entire Agreement. These Terms, together with the Privacy Policy and any applicable service agreements or order forms, constitute the entire agreement between you and FS Ai regarding the use of the Services, superseding any prior agreements between you and FS Ai relating to the subject matter hereof.

13.2. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of these Terms shall continue in full force and effect.

13.3. Waiver. The failure of FS Ai to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by FS Ai.

13.4. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without the prior written consent of FS Ai. Any attempt by you to assign or transfer these Terms without such consent shall be null and void. FS Ai may freely assign or transfer these Terms without restriction.

13.5. Force Majeure. FS Ai shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, power outages, or disruptions to telecommunications or internet services.

14. Contact Information

If you have any questions about these Terms of Use, please contact us: