Terms of Agreement

TERMS AND CONDITIONS

The submission of information to, and use of the franchise lead generation service ("Service") available through The Franchise Engine web site (located at http://www.theFranchiseEngine.com) is subject to the following terms and conditions. BY SUBMITTING INFORMATION to, or accessing information from, the Service, YOU, the end user customer ("Customer") AGREE TO THE FOLLOWING TERMS AND CONDITIONS. These Terms and Conditions are a legal agreement between you and B-Source, Inc (the "Company"), the owners and operators of The Franchise Engine.

If you do not agree to these Terms and Conditions, do not submit information to, or access information from, the Service. All questions concerning this Agreement should be directed to: President, B-Source, Inc, 5460 Ward Road Suite 380, Arvada, CO 80002. Company may update these terms and conditions at any time and without notice.

GENERAL PROVISIONS

Company Communication
Company utilizes email as a vital and primary communication channel with customers. As a registered user, Customer hereby acknowledges and grants Company permission to communicate with customer via email (as well as other communication channels such as phone and fax) for any purpose Company determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Company will use best efforts to honor Customer’s request to opt out of marketing messages, but under no circumstances will Company have any liability for sending any email to its registered users/customers.  Company assures customer that under no circumstances will it knowingly share personal and/or email information with any third party. 

Customer Privileges
Customer privileges are granted by Company to individuals exclusively and are granted specifically to the registered user only. Individual user rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone without the express written permission of Company.  Company requires that each registered user maintain a valid User Name and Password, which shall be utilized for logging on to The Franchise Engine system. Customers are not permitted to share their individual logon information with others. Company has the right to refuse service to any user that refuses to abide by the terms and conditions herein or abuses their rights related to the Service.

Limitation of Liability and Indemnification
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT. Customer's exclusive remedy, and Company's entire liability under this Agreement shall be a refund to Customer of the fees paid to Company hereunder, and in no event will Company's liability for any reason exceed such fee. Company (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer's use of the Services or The Franchise Engine system, and Customer shall indemnify Company (and Company's officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys' fees) as a result of a claim by any person other than Customer arising from Customer's use or application of the Services or The Franchise Engine system.

Disclaimer
B SOURCE (THE OWNER OF THE FRANCHISE ENGINE WEBSITE) ACCEPTS NO RESPONSIBILITY FOR ANY LOSS OR DAMAGE YOU MAY SUFFER AS A RESULT OF YOUR USE OF THIS WEBSITE UNLESS THAT LOSS COMES ABOUT AS A RESULT OF SOME FRAUD OR SERIOUS MISCONDUCT ON THE PART OF B SOURCE.

B Source does not conduct any investigations or due diligence into any parties advertising on this website and can accept no responsibility nor liability whatsoever, for any claims, costs, losses, expenses or damages howsoever arising whether direct, indirect or consequential in respect of any omissions or consequences of actions taken by users based on any information, opinions or advice contained within this website. In addition, any advertisements on the website do not constitute a binding offer so acceptance by the user cannot bind the party advertising on the website or B Source.

B Source provides its products and services with the understanding that B Source is not rendering legal, financial or investment advice. If you are buying or selling a business or franchise (especially if you are inexperienced in the buying and selling of a business or franchise) B Source strongly suggests that before making any decision or taking any action which might affect your personal finances or business you consult with a qualified attorney, accountant, financial advisor and/or consultant who understands your particular factual situation.

Certain hyperlinks found in the B Source website lead to resources maintained by third parties over whom B Source has no control. B Source makes no representations or warranties as to the accuracy of, or any other aspect relating to those resources.

Many products and services offered in the B Source web site are based on data submitted by others not associated with B Source. B Source has not verified the accuracy of the information contained in the web site and makes no warranty, express or implied, concerning the information contained in this web site and expressly disclaims any warranty of accuracy, completeness, merchantability and fitness for a particular use.

Your use of the The Franchise Engine website and all information, products and services made available through this website is at your own risk. You agree that B Source will not be liable for any special, indirect, incidental, consequential or punitive damages or any other damages whatsoever arising out of your use or inability to use this website or any information, products or services of B Source, whether based on contractual, statutory, tort or other grounds.

This disclaimer applies to The Franchise Engine and all B Source owned, operated and/or co-branded affiliate sites.

Links to Third Party Sites
This web site may contain hyperlinks to other web sites operated by parties other than Company which are beyond Company's control. Parties other than Company may direct traffic to, provide services or sell product lines on this site or other web sites that are operated by the Company. This includes links from advertisers, sponsors, and traffic partners that may use B-Source's, or its brands', logo(s) as part of a co-branding relationship. For example, if you click on a banner advertisement the click may take you off a B-Source-owned web site. Company does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their web sites. Company does not assume any liability for the actions, product, or content of any of these and any other third parties. Company makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material on such third party web sites. When you click on a link that leaves a B-Source-owned web site, the site you will land on is not controlled by Company and different terms of use and privacy statements may apply. Company also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third party sites and any links thereto.

Unsolicited Commercial Email (Spam)
Company prohibits the use of our system or its tools to generate or send unsolicited commercial email (spam). Customers may not use the email services that Company offers to send spam (i.e. unsolicited commercial email) or otherwise send content that would violate these Terms and Conditions. Company has the right to revoke the privileges of any customer or company that breaches these terms.

Other Rights of Company
Customer agrees that Company shall have the right to use Listings and other information submitted to it for any purpose, including without limitation for publication of all or part of such Listing on the Internet for unrestricted use by B-Source customers and partners. Company shall have sole authority to choose the manner in which any Listing will be received, displayed and used by the Service, and reserves the right to remove all or any part of a Listing or refuse Services to anyone at any time in its sole discretion. Company shall have no obligation to (i) resolve disputes among users of the Service; or (ii) monitor or verify the accuracy or proper use of the Listings. Company reserves the right to modify or change any and all terms and conditions at any time.

Miscellaneous
This Agreement shall be governed by the laws of the State of Colorado, without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of Jefferson County, Colorado. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Customer without the prior written consent of Company, which retains the right to withhold consent in its sole discretion. The terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement. All notices to Company must be in writing and must be sent registered mail, certified mail, or overnight mail with a return receipt requested to President at Company.

Changes to this Agreement
We reserve the right to modify this Agreement at any time, so please review it frequently. If there are material changes to this Agreement, we will notify you by posting a prominent notice of such changes to this Agreement prior to implementing the change and/or by sending a notification to you via the email address you listed in your account.

FRANCHISE BUYER PROVISIONS

Your Personal Information
All visitors to Company-owned and Company-partnered websites can view our content without providing any personal information. However, in order to request information about one or more of the franchised businesses in our System you must complete and submit a Request for Information ("RFI") form that requires you to provide your name, mailing address, phone number and email address, as well as answers to your capital available to purchase a franchise, timeframe to invest in a franchise, desired location to purchase a franchise, and the best time to contact you. We provide the above information only to the businesses that you specify, and we do not send your information to, or share it with, any other business, except as otherwise described in this Agreement. We store your information securely in our database and the database may be outside your home country.

When you submit an RFI, you have to option to elect to receive information from all franchises for which you quality. We will forward your request and your contact information to all franchisors for which you meet their location and minimum capital requirements. These franchisors may contact you to fulfill your request; however they may elect to not reply to this request. To ensure you receive information about a specific franchise, we recommend that you request information specifically from that franchisor by selecting it in your search and submitting an RFI directly to that franchisor.

You may register to receive our newsletter or to receive other forms of communications from us on a periodic basis. We do not share your name or email address with any other companies, and only use the information to provide you with the information you requested. In addition, every email we send you will include an option for you to opt-out of future emails, or you can email us at custserv@b-source.com to opt-out of further communications.

Finally, you may post information and comments on the site through our Rate-a-Franchise program and our Forum options. Please be aware that any personally identifiable information you submit there can be read, collected, or used by other users, and could be used to send you unsolicited messages. We are not responsible for the personally identifiable information you choose to submit in comments on our blog, and these communications are considered public and will be available for others to see. As a result, please use prudence when posting comments or opinions. If you ever post a comment you wish to have removed, please notify us and we will work with you to remove your comments from the System.

Our use of cookies
In many cases, we use "cookies" to collect and/or store non-personal information from/to your computer. A cookie is a small amount of data that a website stores on your computer's hard drive, and you can remove cookies from your hard drive. A cookie is a standard Internet technology that enables us to save your personal preferences to your computer, which helps us to provide a better user experience for you. This information cannot harm your computer in any way and does not contain personally identifiable information. Some cookies are placed on your computer while visiting our website by third-party service providers who provide us with web analytics.

Depending on your web browser, you may be able to disable cookies so we cannot save them to your computer. However, this will severely limit your ability to use our website, or our partners' websites, to request information from franchised businesses. As a result, we strongly recommend that you enable cookies in your web browser when using our website or those of our partners.

Information sharing
We may choose to share either personal or non-personal information with third-parties in order to provide a requested service or transaction. Specifically we may share your personal information with a lead verification service provider in order to ensure we are providing legitimate leads. The lead verification company does not further disseminate or use your personal information for any other purpose. We also reserve the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights and/or to comply with a judicial proceeding, court order, or legal process served on our company.

FRANCHISOR PROVISIONS

All Franchisor relationships shall be governed by the Lead Generation Agreement each individual Franchisor executes with the Company, in addition to the terms and conditions contained herein. However, all terms and conditions contained in that Agreement shall supercede any conflicting terms contained in this document or elsewhere. For a copy of the Lead Generation Agreement, please contact Barry Jark, Vice President of Operations, at (888) 456-2477

Submission and Administration of Franchise Listings
Franchisor agrees not to submit any franchise descriptions, photographs, financial, contact or other information contained in each business's data to The Franchise Engine unless Franchisor has received all necessary rights and authorizations, including from the photographer and/or copyright owner of any photographs, to publish and advertise the franchise on Company-operated websites.

The Company may, in its sole discretion but without any obligation to search for such, remove a franchise listing (“Franchise” or “Listing”) that is alleged to have been submitted in violation of this provision. In addition, the Company may require additional evidence of compliance with this provision from Franchisors who are alleged to have submitted franchises or other information in violation of this Agreement. The Company will, in its sole discretion, terminate the accounts of, and refuse service to, any Franchisor who repeatedly or knowingly violates this Agreement.

Additionally, the Franchisor agrees to allow the Listing, or any part of it, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of the Company's websites, including The Franchise Engine, and websites the Company partners with for marketing purposes. The Company shall have the sole authority to choose the manner in which any Franchise will be searched, displayed, accessed, downloaded, copied, and otherwise used on the Company's websites or on websites the Company partners with, and Company shall have the right to modify the franchise listing in the exercise of its rights under this Agreement.

Franchisor (a) represents and warrants that all Franchises and associated information provided by Franchisor will be accurate; (b) agrees that Franchisor will not permit the posting of a franchise on The Franchise Engine system under a name other than the named licensed business agents that have been engaged by the franchisor to market the franchise under the terms of a duly executed listing agreement with the owner; (c) agrees to administer the Listings provided by Franchisor and maintain their accuracy at all times.

Company reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of the Listings posted on The Franchise Engine website. Company accepts no responsibility for checking the accuracy of reports or data files submitted by Franchisor. While Company shall take all reasonable efforts for data backup and business resumption, Franchisor will be solely responsible for retaining back-up copies of all information, photographs and other materials it provides to The Franchise Engine.

Franchisor shall have the right to modify, update and/or remove any of its information in its Listing at any time.

Use of Information
Company shall use any information made available to the Company by the Franchisor in its Listing (the “Content”) for the purposes of presenting visitor to any of the Company-owned sites or the Company's partner sites, with information about franchises that may be of interest to the visitor. The Franchisor grants the Company full rights to use the Content for advertising, search results, display and any other purpose that advances the Services on Company-owned websites or websites the Company has partnered with. The Company relies on the Franchisor to supply accurate Content, and the Company does not ensure the accuracy of, endorse or recommend any Content.

Lead Generation
A “Lead” is defined as a user who submits a valid RFI (as defined herein) for one or more franchisors, and The Franchise Engine generates Leads for Franchisors on a cost per Lead basis.  There are five classes of leads: Qualified Leads, Filtered Leads, Generic Leads, Purchased Leads, and Bad Leads. Each is defined below.

The Company filters all RFIs based on each franchisor's location and minimum capital filters, and only leads that pass the franchisor's filters will be sent to the franchisor as a "Qualified Lead." Qualified Leads include all information submitted by the buyer in their RFI, including complete contact information. The Franchisor shall pay for all Qualified Leads at their regular lead price.

All leads that do not pass the franchisor's location and minimum capital filters are referred to as "Filtered Leads." Filtered Leads will not be sent to the franchisor, and and the franchisor will not be charged for these leads. However, the franchisor has the option to review the summary information (excluding contact information) for all Filtered Leads, and the Franchisor can purchase any Filtered Leads for 50% off their regular lead price. If a franchisor purchases a Filtered Lead, they will have immediate access to the Filtered Lead's contact information, and the Filtered Lead becomes a Purchased Lead, and the Franchisor is charged accordingly for the Purchased Lead.

Futhermore, users have the option to request information from all franchisors for which they qualfy. The Company regards these as "Generic" leads because the buyer is not requesting information from a specific franchisor. The Company will send these RFIs to franchisors, and these leadds will be clearly marked as Generic Leads. Upon receipt of a Generic Lead, the franchisor has the option to preview the summary information (excluding contact information) for the Generic Lead and determine if it wants to contact the buyer. If the Franchisor does want to contact the buyer, the Franchisor can purchase the lead and receive the user's complete contact information. If the Franchisor does purchase a Generic Lead, the lead will become a Purchased Lead and the Franchisor will be charged 50% of their regular lead price for the lead . If the franchisor does not want to purchase the Generic Lead, they simply take no action and they will not be charged for the Lead.

Franchisors will not be billed for Leads that are: (a) are duplicates of Leads received for the same user account; (b) leads to do not meet the minimum capital and location criteria contained in the Franchisor's Franchise Listing; or (c) leads that contain demonstrably invalid information for both phone number and email address.  The Franchise Engine will utilize its best efforts to review the validity of Leads prior to delivering them to the Franchisor; however, the Franchisor accepts full responsiblity for reporting any "bad" leads to the Company by using the reporting feature contained in the Account Manager at The Franchise Engine. If a Franchisor reports a lead as bad, the Company will review the lead and attempt to collect valid information and will re-send the lead to the Franchisor. If the Company cannot validate the lead, then the Company will issue the Franchisor a credit for the cost of the bad lead. The Franchisor has seven (7) days from the date of the lead to determine if the lead is Bad or not. If the Franchisor determines the lead is Bad, then they must report the lead as such within the seven day timeframe. After the seven day timeframe, Franchisors cannot submit a lead as Bad.

Franchise Listing Cancellations may be made at any time, but the Franchisor is responsible for the cost of all leads generation for the Franchise Listing until the date the cancellation has been received by the Company.  Cancellations must be received by either email or in writing. 

Payment Terms
Franchisor agrees to pay for all leads received that were processed through The Franchise Engine technology, including The Franchise Engine website and all Traffic Partner sub-sites for which The Franchise Engine has partnered with to process it's traffic. The Company shall use the payment method indicated in the Lead Generation Agreement to collect payment from the Franchisor, and the Franchisor provides Company express authorization to charge said fees to the Franchisor's payment provider on a weekly basis, as indicated in the Lead Generation Agreement. Fees owed depend on the specific quantity of leads generated for the franchise listing.

Payment of fees shall not be contingent on any events other than the delivery of qualified leads. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Franchisor. If payment is not current, Company may immediately cease to provide any and all leads to the Franchisor.

Fees paid for accepted leads are not refundable.  Franchisor may cancel their Franchise Listing by contacting us via email at custserv@B-Source.com or by calling us by telephone (303-456-2477). All cancellation requests will be processed within five (5) business days, and a cancellation confirmation will be emailed to the email address on record for the account. Company reserves the right to change its fees or billing methods at any time. Company will provide timely notice to the affected Franchisors of any such changes. It is Franchisor's responsibility to promptly provide Company with any contact or billing information changes or updates (including email address, credit card numbers, etc.).

Ownership and License Grant
Company retains all rights (including Intellectual Property Rights, as defined below), title and interest in The Franchise Engine Web site and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Franchisor will not and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Company's technology or delete or alter author attributes or copyright notices. Franchisor shall use The Franchise Engine system solely for their own use and shall not allow others to use The Franchise Engine system under or through that Franchisor's User Name and password.

Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.

TRAFFIC PARTNER PROVISIONS

All Traffic Partner relationships shall be governed by the individual Strategic Market Agreement each individual Traffic Partner executes with the Company. All terms and conditions contained in that Agreement shall supercede any terms contained in this document or elsewhere. For a copy of the standard Strategic Marketing Agreement, please contact Tom Parsley - President, at (888) 456-2477.

Last Updated:  April 2, 2008