General Terms and Conditions of Participation

General Terms and Conditions of Participation

FranquiShop Corp., a corporation duly organized and existing under the laws of the State of Florida, United States of America, with registered address at 990 Biscayne Blvd, Suite 501-16, Miami, Florida 33132.

ARTICLE 1. NATURE OF SERVICES

1.1 Purpose. FranquiShop organizes and operates franchise matchmaking events that facilitate introductory meetings between franchise brands and prospective franchisees and investors (the "Event"). The contracted services include event logistics, meeting scheduling, attendee recruitment, and related platform and marketing services as set forth in Exhibit I.

1.2 Independent Service Provider. FranquiShop acts solely as an independent provider of organizational and business-facilitation services. The Services provided under this Agreement do not constitute, and may not under any circumstances be construed as: (i) franchise brokerage; (ii) commercial agency or representation; (iii) legal, financial, tax, or regulatory advice; (iv) a guarantee of business opportunities or commercial results; or (v) participation in the negotiation, execution, or performance of any agreement between Participant and any third party.

1.3 FranquiShop does not recommend, endorse, evaluate or rank any franchise offering; does not negotiate franchise terms; does not solicit or accept franchise fees, deposits or commitments; does not provide financial performance information except by reproducing Participant-approved information lawfully contained in the Participant’s current FDD; and has no authority to bind Participant or any prospective franchisee.

1.4 No Guaranteed Results. FranquiShop does not guarantee, and expressly excludes any commitment to, any specific number of meetings, attendee profiles, commercial outcomes, franchisee recruitment results, or return on investment. The Services are obligations of means, not of result. In particular, FranquiShop does not guarantee: (i) a minimum number of scheduled or attended meetings; (ii) the suitability, investment capacity, or seriousness of any attendee; or (iii) that any contact made at the Event will result in a franchise agreement, investment, or business relationship of any kind.

1.5 Independent Relationships. All commercial relationships, negotiations, franchise agreements, and transactions arising from contacts made at FranquiShop events are entered into solely between Participant and the relevant third party. FranquiShop has no role in, and assumes no liability for, any such relationships or their outcomes. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, employment, or any relationship other than the independent provision of services.

ARTICLE 2. OBLIGATIONS OF THE PARTICIPANT

2.1 Accuracy of Information. Participant shall be solely responsible for the truthfulness, accuracy, completeness, and lawfulness of all information, materials, promotional content, and statements provided to FranquiShop or shared with attendees. FranquiShop has no obligation to review, verify, or validate such content.

2.2 Franchise Law Compliance. Participant shall comply with all applicable federal and state franchise laws, including without limitation the FTC Franchise Rule (16 C.F.R. Part 436), any applicable Franchise Disclosure Document requirements, and applicable state franchise registration and disclosure laws. Participant acknowledges that its advertising, communications and discussions before or during the Event may constitute an offer of a franchise under applicable law. Participant shall not promote, offer, discuss, negotiate or sell a franchise unless it has first satisfied all applicable federal and state registration, filing, disclosure and advertising requirements. Participant acknowledges that FranquiShop does not provide legal or compliance advisory services in connection with franchise law obligations.

2.3 Legal Standing. Participant represents and warrants that it holds all authorizations, permits, registrations, licenses, and intellectual property rights necessary to promote its brand, offer its business opportunity, and participate in the Event in accordance with applicable law.

2.4 Cooperation. Participant shall reasonably cooperate with FranquiShop during the performance of the Services and shall promptly provide all information and materials necessary for the proper coordination and execution of the Event, including completing all fields on FranquiShop's platform relating to Participant's franchise offering.

2.5 Sole Responsibility of Participant. Participant shall be solely responsible for: (a) the lawfulness of its business activities; (b) compliance with all applicable regulatory obligations; (c) the accuracy of all information provided to third parties, including event attendees; (d) the content of any commercial or promotional materials used in connection with the Event; and (e) any statements made to attendees, prospective franchisees, investors, or other third parties. FranquiShop shall not be obligated to review, validate, or approve any such information, materials, or statements, and shall bear no liability arising therefrom.

2.6 Indemnification by Participant. Participant shall defend, indemnify, and hold harmless FranquiShop, its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) the inaccuracy, falsity, or misleading nature of information or materials provided by Participant; (b) Participant's failure to comply with applicable franchise, advertising, consumer protection, or regulatory law; (c) any commercial relationship established between Participant and any event attendee or third party; (d) any statement made by Participant to attendees, prospective franchisees, investors, or third parties; or (e) any breach of this Agreement by Participant.

2.7 Completion of Platform Profile. The Client (franchisor) is solely responsible for completing its profile on FranquiShop's platform accurately, fully, and in a timely manner, including all required fields relating to its franchise offer, brand description, investment requirements, and any other information requested. FranquiShop shall not be obligated to complete, supplement, or correct such information on behalf of the Client.

2.8 Sole Source of Information. All information published on FranquiShop's website, platform, marketing materials, or communications relating to the Client's franchise opportunity — whether in digital or printed format — consists exclusively of information provided by the Client. FranquiShop acts as a passive conduit for such information and does not independently review, validate, or verify its accuracy, completeness, or lawfulness. The Client acknowledges and accepts that any inaccuracy, omission, or misleading content in its profile is solely its own responsibility.

2.9 Updates and Accuracy. The Client undertakes to maintain its platform profile up to date throughout the term of its engagement with FranquiShop. Any change in the information originally provided shall be communicated to FranquiShop promptly and updated on the platform by the Client without delay. FranquiShop shall bear no liability for damages arising from the Client's failure to keep its profile current.

2.10 Client's Responsibility for Financial Information. Any information relating to financial performance, projected earnings, historical revenues, return on investment, or any other financial data concerning the Client's franchise system — including but not limited to information corresponding to Item 19 of the Franchise Disclosure Document ("FDD") as defined under the FTC Franchise Rule (16 C.F.R. Part 436) — is provided exclusively by the Client and is the Client's sole responsibility.

2.11 FDD Item 19 Compliance. The Client represents and warrants that any financial performance representations shared with prospective franchisees through FranquiShop's platform, events, or communications comply in all respects with the requirements of Item 19 of the FDD and all applicable federal and state franchise laws governing financial performance representations. The Client acknowledges that making financial performance representations outside the scope of a compliant Item 19 disclosure may constitute a violation of the FTC Franchise Rule and applicable state law.

2.12 No Liability of FranquiShop. FranquiShop does not review, verify, validate, endorse, or assume any responsibility for any financial performance representations made by the Client, whether or not such representations are included in or consistent with the Client's FDD. FranquiShop shall not be liable, under any legal theory, for any claim, proceeding, fine, penalty, or damage arising from the Client's financial performance representations, including but not limited to:

(a) claims by prospective or actual franchisees relating to projected or actual financial performance;

(b) regulatory actions or investigations by the Federal Trade Commission, state franchise regulators, or any other governmental authority; or

(c) any discrepancy between information published on FranquiShop's platform and the Client's FDD or actual business results.

2.13 Indemnification. The Client shall defend, indemnify, and hold harmless FranquiShop, its officers, directors, employees, and agents from any claims, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising from the Client's financial performance representations or the Client's failure to comply with Item 19 requirements or applicable franchise disclosure law.

ARTICLE 3. FEES, INVOICING, AND PAYMENT

3.1 Fees. As consideration for the Services, Participant shall pay FranquiShop the fees set out in Exhibit I in accordance with the amounts, schedule, and conditions set forth therein.

3.2 Non-Refundable. Unless otherwise expressly agreed in writing, all amounts paid in respect of Services rendered, committed costs, reservations, preparatory activities, or expenses incurred by FranquiShop are non-refundable once paid, regardless of whether Participant attends the Event, cancels participation, or is unable to perform.

3.3 No Results-Based Fee. The fees under this Agreement compensate exclusively for organizational, logistical, and platform services and are not contingent upon the number of meetings held, attendees present, or any commercial outcome arising from the Event.

3.4 Suspension for Non-Payment. Failure by Participant to comply with its payment obligations shall entitle FranquiShop, upon prior written notice, to suspend the performance of any outstanding Services until the amounts owed have been fully settled, without such suspension constituting a breach of contract or giving rise to any liability on the part of FranquiShop.

ARTICLE 4. OBLIGATIONS OF FRANQUISHOP

4.1 Legal Compliance. FranquiShop shall comply with all applicable laws governing its activities as an event organizer and matchmaking platform.

4.2 No Representations on Behalf of Participant. FranquiShop shall not make any representations regarding franchise opportunities, financial performance, regulatory matters, or legal compliance on behalf of Participant. FranquiShop's role is limited to facilitating contact between Participant and prospective franchisees or investors; it does not negotiate, advise, or represent Participant in any capacity.

4.3 Sharing of Participant Information. FranquiShop may share with prospective attendees factual information about Participant's franchise opportunity — including investment levels and other relevant data — solely to the extent that such information has been provided by Participant and uploaded to FranquiShop's platform. FranquiShop shall not supplement, modify, or create any such information independently. Participant is solely responsible for ensuring that all information uploaded to the platform is accurate, current, and compliant with applicable law.

ARTICLE 5. FORCE MAJEURE

5.1 Force Majeure Events. Neither Party shall be liable for any delay, breach, or inability to perform arising from events beyond its reasonable control, including but not limited to: hurricanes, tropical storms, flooding, or other natural disasters; government-mandated evacuations, curfews, or event restrictions; declared states of emergency at the local, state, or federal level; pandemics or public health orders; acts of terrorism; or major infrastructure failure affecting the venue or city (each, a "Force Majeure Event").

5.2 Notice and Mitigation. The affected Party shall notify the other Party in writing as soon as reasonably practicable upon becoming aware of a Force Majeure Event and shall take reasonable steps to mitigate its effects.

5.3 Suspension and No Liability. For the duration of a Force Majeure Event, the affected obligations shall be suspended to the extent strictly necessary. Neither Party shall have any liability to the other arising solely from such suspension. FranquiShop may, at its sole discretion, endeavor to reschedule the Event, but assumes no obligation to do so. Fees paid are non-refundable in Force Majeure scenarios. Participant is encouraged to obtain appropriate event cancellation insurance to cover losses not addressed by this Agreement.

5.4 Termination. If a Force Majeure Event continues for more than ninety (90) consecutive days and renders performance of this Agreement substantially impossible, either Party may terminate the Agreement by written notice, without further liability other than economic obligations previously accrued.

ARTICLE 6. INTELLECTUAL PROPERTY AND EVENT PHOTOGRAPHY

6.1 Ownership. Each Party retains exclusive ownership of its respective trademarks, trade names, logos, and intellectual property rights. Nothing in this Agreement constitutes an assignment or transfer of IP rights between the Parties.

6.2 Logo License. By providing its logo and brand materials to FranquiShop, Participant authorizes FranquiShop to use such materials for the promotion of Participant's participation in FranquiShop events and in FranquiShop's commercial and corporate materials. Participant warrants that it holds all rights necessary to grant such authorization.

6.3 Event Photography. FranquiShop may photograph and record video footage during the Event and may use such material in its promotional and commercial communications. Participant may revoke consent to the use of event photographs by written notice to FranquiShop, with effect on future uses only and without retroactive application to materials already published.

ARTICLE 7. CONFIDENTIALITY

7.1 Obligations. Each Party undertakes to maintain strict confidentiality with respect to all non-public commercial, financial, strategic, or business information received from the other Party in connection with this Agreement, and to use such information exclusively for purposes related to the performance of this Agreement. These obligations shall survive for three (3) years following termination of this Agreement.

7.2 Exceptions. Confidentiality obligations shall not apply to information that: (a) is or becomes public without breach of this Agreement; (b) was lawfully in the receiving Party's possession prior to disclosure; (c) was lawfully obtained from a third party without restriction; or (d) is required to be disclosed by law or court order.

ARTICLE 8. LIMITATION OF LIABILITY

8.1 Exclusion of Consequential Damages. Under no circumstances FranquiShop shall be liable for indirect, incidental, consequential, exemplary, or punitive damages, including loss of profits, loss of business opportunity, or reputational harm, arising out of or in connection with this Agreement.

8.2 Specific Exclusions — FranquiShop. FranquiShop shall not assume any liability arising from:

(a) acts, omissions, statements, or breaches attributable to Participant;

(b) business decisions made by Participant;

(d) regulatory breaches by Participant, including failure to comply with franchise disclosure or registration laws;

(e) false, incomplete, inaccurate, or misleading information provided by Participant, whether uploaded to FranquiShop's platform or shared directly with attendees or third parties;

(f) acts, conduct, statements, or omissions of event attendees or other third parties; or

(g) commercial results obtained or not obtained by Participant arising from the Event or from contacts facilitated thereunder.

ARTICLE 9. TERM AND TERMINATION

9.1 Term. This Agreement shall enter into force on the Date the brand confirm their participation on the event and concretely once the reservation payment has been done and shall remain in effect until the end of the event or until earlier termination in accordance with this Article.

9.2 Termination for Convenience. Either Party may terminate this Agreement for convenience by giving the other Party at least thirty (30) calendar days' prior written notice. Termination shall not relieve Participant of any economic obligations accrued prior to the effective termination date.

9.3 Termination for Cause. FranquiShop may terminate this Agreement with immediate effect upon written notice to Participant if: (a) Participant fails to comply with payment obligations; (b) Participant provides false or misleading information; (c) Participant's conduct exposes FranquiShop to legal, regulatory, or reputational risk; or

(d) Participant materially breaches any obligation under this Agreement and fails to remedy such breach within fifteen (15) days of written notice.

ARTICLE 10. GENERAL PROVISIONS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict-of-laws rules.

10.2 Dispute Resolution. The Parties shall attempt to resolve in good faith any dispute arising under this Agreement through negotiation for a minimum period of thirty (30) days from written notice of such dispute. If no resolution is reached, the Parties irrevocably submit to the exclusive jurisdiction of the state or federal courts of Miami-Dade County, Florida.

10.3 Entire Agreement. This Agreement, together with the quote provided, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, and understandings. Amendments must be in writing and signed by both Parties.

10.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

10.5 Electronic Signatures. This Agreement may be executed electronically. Electronic and digital signatures shall have the same legal effect as handwritten signatures under applicable Florida law.

10.6 Assignment. Participant may not assign any rights or obligations under this Agreement without the prior written consent of FranquiShop. FranquiShop may assign this Agreement to affiliates or successors without Participant's consent.

10.7 Notices. Any notice under this Agreement shall be made in writing and sent to the addresses provided herein. Notices shall be deemed received upon actual delivery or confirmation of electronic receipt.

ARTICLE 11. DATA PROTECTION AND USE OF BRAND DATA

11. 1 Brand Data Provided by Client. By engaging FranquiShop's services and providing its brand information, logo, materials, and content (collectively, "Brand Data"), the Client grants FranquiShop a non-exclusive, royalty-free, revocable license to process, store, and use the Brand Data for the following purposes: (a) publication on FranquiShop's website and platform; (b) inclusion in event materials, presentations, and printed collateral; (c) commercial communications to FranquiShop's network of prospective franchisees and investors; (d) FranquiShop's corporate marketing, press releases, and promotional activities; and (e) post-event reporting and case studies. The Client warrants that it holds all necessary rights to grant such license.

11.2 Use for Commercial Communications. FranquiShop may use the Client's Brand Data — including trade name, logo, brand description, and sector — in commercial communications directed to its database of entrepreneurs, investors, and prospective franchisees for the purpose of promoting the Client's participation and franchise opportunity. Such use is authorised by the Client upon execution of the applicable commercial proposal and shall not require separate consent for each communication.

11.3 Revocation. The Client may revoke FranquiShop's authorisation to use its Brand Data by providing written notice. Revocation shall take effect within a reasonable period and shall apply to future uses only; it shall not require FranquiShop to modify or remove materials already published or distributed prior to receipt of the revocation notice.

11.4 Investor and Attendee Data. All data relating to event attendees, prospective franchisees, and investors — including contact details, investment profiles, and meeting records — is collected, owned, and controlled exclusively by FranquiShop. Such data constitutes a proprietary asset of FranquiShop and shall not be transferred, disclosed, or made available to the Client, except to the extent strictly necessary to facilitate pre-scheduled meetings at the Event. The Client shall not use any attendee data received in connection with an Event for purposes other than direct follow-up of contacts made at that Event.

11.5 Data Protection Compliance. Both Parties shall comply with all applicable data protection and privacy laws in connection with any personal data processed under these Terms, including without limitation the Florida Digital Bill of Rights, the California Consumer Privacy Act (to the extent applicable), and any other applicable state or federal privacy legislation.

ARTICLE 12. COMPLIANCE WITH VENUE REGULATIONS

12.1 Obligation to Comply with Venue Rules. The Client undertakes to comply at all times during the Event with all rules, regulations, policies, and instructions imposed by the venue, hotel, or facility in which the Event is held (the "Venue"), as well as with any applicable health and safety regulations, fire safety requirements, and local ordinances. FranquiShop shall not be liable for any consequences arising from the Client's failure to comply with Venue rules, including without limitation any costs, penalties, or damages imposed by the Venue as a result of the Client's conduct.

12.2 Conduct of the Client's Personnel. The Client shall ensure that all of its representatives, employees, contractors, and guests attending the Event conduct themselves in a professional and respectful manner consistent with the Venue's standards and FranquiShop's reasonable instructions. FranquiShop reserves the right to require the removal from the Event of any individual whose conduct is deemed disruptive, inappropriate, or in violation of Venue or Event regulations, without liability or refund obligation.

ARTICLE 13. LOSS, DAMAGE, THEFT, AND PROPERTY LIABILITY

13.1 No Liability of FranquiShop for Loss or Theft. FranquiShop shall not be liable for any loss, theft, misplacement, or damage to the Client's property, equipment, materials, promotional items, or personal belongings at or in connection with the Event, except where such loss or damage is directly and exclusively caused by FranquiShop's own willful misconduct or gross negligence. The Client is strongly advised to arrange appropriate insurance coverage for its property and equipment prior to the Event.

13.2 Client's Liability for Damage. The Client shall be solely liable for any damage caused to the Venue, FranquiShop's equipment, fixtures, furnishings, or the property of other participants, arising from the acts or omissions of the Client's personnel, employees, contractors, invited guests, or from the Client's products, equipment, displays, or materials. The Client shall indemnify FranquiShop and the Venue against all claims, costs, and expenses arising from such damage.

13.3 Limitation. FranquiShop's liability under this Article, to the extent any applies, shall in no event exceed the total fees paid by the Client to FranquiShop under the applicable commercial proposal. FranquiShop shall not be liable for indirect, consequential, or punitive damages under any circumstances.

ARTICLE 14. PAYMENT TERMS

14.1 Payment Schedule. The total fee for the contracted Services shall be paid in two instalments as follows:

(a) First instalment — 50% of the total fee, payable upon execution of the commercial proposal or booking confirmation. This first instalment shall constitute a deposit ("Deposit") and is non-refundable except as expressly provided in Article F.2 (Cancellation Policy) or in the event of cancellation by FranquiShop for reasons not attributable to a Force Majeure Event.

(b) Second instalment — the remaining 50% of the total fee, payable no later than forty-five (45) calendar days prior to the Event date.

14.2 Default. Failure to pay the second instalment by the due date shall entitle FranquiShop, upon written notice, to suspend or cancel the Client's participation in the Event, without prejudice to FranquiShop's right to retain all amounts already paid and to claim any outstanding balance.

14.3 Currency and Method. All payments shall be made in U.S. Dollars (USD) by the method specified in the commercial proposal. The Client shall bear any applicable bank charges or transfer fees.

ARTICLE 15. CANCELLATION POLICY

In the event that the Client cancels its participation in the Event after execution of the commercial proposal, the following cancellation charges shall apply based on the number of calendar days between the written notice of cancellation and the Event date:

Notice period	Cancellation charge	Amount forfeited
More than 90 days before the Event	50% of the Deposit	25% of total fee
Between 90 and 45 days before the Event	100% of the Deposit	50% of total fee
Less than 45 days before the Event, or no-show	100% of the total fee	100% of total fee

15.1 Form of Cancellation. Cancellation must be communicated by the Client by written notice (email with acknowledgment of receipt being sufficient) sent to FranquiShop's registered address or designated contact email. The date of cancellation shall be the date on which FranquiShop receives such written notice.

15.2 Cancellation by FranquiShop. In the event that FranquiShop cancels the Event for reasons other than Force Majeure and not attributable to the Client, FranquiShop shall refund to the Client the amounts paid in respect of that Event, which shall constitute the Client's sole and exclusive remedy. FranquiShop shall not be liable for any indirect or consequential damages arising from such cancellation.

15.3 No-Show. Non-attendance at the Event without prior written notice of cancellation shall be treated as a cancellation with less than forty-five (45) days' notice, and the full total fee shall be forfeited. No refund, credit, or deferral shall be available in such circumstances.

The Parties hereby state that they have read this General Terms and conditions of participation in full, understand its content and legal consequences, and enter into it freely and without defect of consent.

If you do not agree with any of the provisions herein, you must not sign any commercial proposal or make any payment payment to FranquiShop Corp.