IMPORTANT! READ THIS ENTIRE AGREEMENT CAREFULLY.
THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE ALLEGRA NETWORK BUSINESS VALUATION TOOL WEBSITE. ANY INFORMATION PROVIDED TO YOU ON THIS WEBSITE IS FOR YOUR INFORMATION ONLY. ALLEGRA DOES NOT GUARANTEE THAT THE VALUATION ESTIMATE OF YOUR BUSINESS PROVIDED TO YOU ON THIS WEBSITE IS ACCURATE. ALLEGRA IS NOT A BUSINESS BROKER. ALLEGRA DOES NOT GUARANTEE THAT YOU WILL SELL YOUR BUSINESS FOR THE VALUE THAT THIS WEBSITE ESTIMATES YOUR BUSINESS IS WORTH.
Please carefully review this Agreement before accessing or using the Site or the Services. By accessing or using the Site or any of the Services, you accept and agree to be legally bound by this Agreement, as it may be amended or supplemented from time to time by us (as further described below).
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE OR USE THE SERVICES.
- We Reserve the Right to Revise this Agreement. We reserve the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions on your use of the Site or the Services. Such updates, revisions, supplements, modifications and additional rules, polices, terms and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement upon our publishing them on the Site, and we will update the effective date of this Agreement. You are responsible for reviewing this Agreement each time you use or access the Site or use the Services. Your continued use of any of the Site or the Services following such notice will be deemed to conclusively indicate your acceptance of any and all such Additional Terms. If this Agreement is terminated for any reason, Sections 3, 5, 6 and 7-13 of this Agreement shall survive any such termination.
- We May Discontinue the Site or the Services at Any Time. We reserve the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Site or the Services, with or without notice to you. This includes the right to modify, discontinue or remove any links, services, or other materials at any time and for any reason. You agree that we will not be liable to you for any modification, general suspension or discontinuance of any Site or the Services. We may refuse or restrict anyone from access to any or all of the Site or the Services at any time.
- Acceptable Use of the Site or the Services. In order to use the Site or the Services, you must obtain access to the World Wide Web directly or through devices that access web-based content and pay any and all service fees, if any, associated with such access. In addition, you agree not to: (1) use or access the Site or the Services for any purpose that is unlawful or prohibited by this Agreement; (2) use or access the Site or the Services in a manner that could damage, disable, overburden, or impair the server hosting the Site or the networks connected to any server hosting the Site; (3) interfere with any third party’s use and enjoyment of the Site or the Services; or (4) attempt to gain unauthorized access to information, accounts, computer systems or networks retained on or connected to any server hosting the Site or the Services through hacking, password mining or any other means.
- Individual Use. You agree that you are only authorized to visit, view and to retain a single copy of pages of Site solely for your own individual, non-commercial use, provided that: (a) you keep intact all legal notices, credits, copyright, and other proprietary notices; (b) you do not use the materials in a manner that suggests an association with any of our products, services or brands; (c) you make no modifications to the materials; and (d) you shall not duplicate, download, publish, modify or otherwise distribute any material on the Site for any purpose other than for your own individual use unless otherwise specifically authorized by us.
- Security, Cracking and Hacking. You shall not violate or attempt to violate the security of the Site or the Services. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (iv) attempt to interfere with service to any user, host or network, including without limitation, via means of submitting a virus to the Site or the Services, or overloading, “flooding,” “email bombing” or “crashing” the Site or the Services. Violations of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet. You agree that it is your responsibility, and not ours, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with the Site or the Services.
- Spidering. THE USE OF ANY TOOLS, PROGRAMS, ROBOTIC ALGORITHMS OR PRODUCTS TO AUTOMATICALLY DOWNLOAD OR SPIDER THE SITE, ANY OF THE PAGES OF THE SITE OR THE SERVICES INFRINGES ON OUR COPYRIGHTS. DO NOT USE ANY SUCH TOOLS OR PRODUCTS ON OR IN CONNECTION WITH THE SITE OR THE SERVICES.
- Termination. We may and will terminate your access to, and use of, the Site and the Services immediately, if we believe that your conduct fails to conform with this Agreement. Upon termination of your access to, and use of, the Site or the Services, all rights granted to you under this Agreement will cease immediately, and you agree that you will immediately discontinue use of the Site and the Services. Without limiting our rights and your limitations under this Agreement, if you use, or attempt to use the Site, the Services, the Marks (as defined in Section 3(g)) or our copyrighted materials for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Site or the Services), you may also be subject to civil and criminal liability.
- You Are Responsible For All of Your Activities and All of The Content You Provide. You represent and warrant that any information you provide to us by means of the Site is truthful, accurate, not misleading and offered in good faith. Any information disclosed to you via the Site or the Services may be used only for its intended purpose. We expect that you will exercise caution, good sense and proper judgment in using the Site and the Services.
- Other Content. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of content.
- Ownership. The trademarks, trade names, logos, service marks, and similar means of identifying services displayed on the Site, including without limitation, any variation of the term or phrase “Allegra” (collectively, the “Marks”) are our or our licensors registered and/or common law marks. All content and materials on the Site including, without limitation, the Marks, images, and software, copyrights, patents and other intellectual property included in the Services or the Site, are our property or our licensors™ and are protected by United States and international copyright, patent, trademarks, and other proprietary rights and intellectual property rights laws. The compilation of all content on the Site is our exclusive property and is protected by United States and international copyright laws. All software used on the Site is our property or our licensors™ property and is protected by United States and international copyright laws. Except to the minimum extent otherwise expressly permitted under copyright law, no copying or exploitation of material from the Services or on the Site is permitted without the express written permission of us and any other applicable copyright owner. You may not copy, reproduce, republish, upload, post, transmit, sell, distribute, transfer or modify any of the content, data, information or materials found on the Site, but you may download, display and print one (1) copy of the content displayed on the Site on a single computer for your personal-non-commercial use (see Section 3(a) above). You will not use the Marks or other Site content on any site, website, web page, portal, or on any form of advertisement which you operate, authorize or control without our express written permission. You may not use our Marks or copyrighted materials in any search engine descriptions, content, meta-tags, “white lettering”, key words, or other means of directing or influencing web traffic to any website, web page, portal or e-mail operated, controlled or authorized by you without our express written permission and your doing so constitutes a violation of our rights under United States federal and state law, and other international laws and is a breach of this Agreement. You will not adopt or use any names, trademarks, slogans, trade names, trademarks, service marks, e-mail addresses, URLs, meta-tags, key words, search descriptions or the like that are the same or are confusingly similar to the Marks. You will not submit or maintain any information submitted to search engines which incorporates any content from the Site, the Marks, our copyrighted materials or any marks that are confusingly similar to the Marks. You acknowledge that you do not acquire any ownership or license rights by virtue of downloading the Marks or copyrighted material from the Services or the Site. All rights not expressly granted under this Agreement are expressly reserved to us.
- Use and Access Outside the United States. The Site is hosted in the United States. If you visit from the European Union or other foreign jurisdictions, please note that (a) we make no representations or warranties that the information or Services contained on the Site is appropriate for use or access or is available in other jurisdictions and (b) these jurisdictions have laws governing data collection and use that may differ from United States law. You should be aware that if you transfer personal information to us through the Site or the Services, you are transferring such information to the United States and the United States does not have the same data protection laws as the European Union and some other regions. By providing personal information to us, you consent to the transfer of it to the United States and the use of it in accordance with this Agreement.
- Submissions. If you do submit any information on the Site (collectively, “Information”), and unless we indicate otherwise, you grant us and our parents, subsidiaries, affiliates, agents, representatives, successors and assigns (collectively, the “Allegra Parties”), a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, or publish such Information, for any purpose; provided, however, that we will not disclose your personal information or any part of the Information which could be used to directly identify you. You grant the Allegra Parties the right to contact you about future opportunities, whether related to the sale of your business or otherwise. You may opt-out from allowing the Allegra Parties to use your Information to contact you by contacting us directly at [email protected] Upon receipt and processing of an “opt-out” request, we will, within a commercially reasonable amount of time, remove your information from any listings used to provide you with special offers/marketing communications from Allegra Parties in the future.
- Compliance with Laws. You may use the Services and the Site only for lawful purposes. The Services and use of the Site are subject to, and you agree that you will at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of the Services and the Site. This obligation includes your agreement to comply with all applicable laws, regulations, and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefor, as well as authorization from us.
- We Make No Warranties. YOUR USE OF THE SERVICES AND THE SITE IS AT YOUR SOLE RISK. THE SERVICES AND THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE OPERATION OF THE SITE OR THE SERVICES OR THE INFORMATION CONTAINED ON THE SITE. WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OF TITLE, NONINFRINGEMENT, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUSES. WE DO NOT WARRANT THAT THE SITE OR SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED, DELAY OR ERROR-FREE MANNER (INCLUDING, WITHOUT LIMITATION, ANY ERRORS, DELAY OR INTERRUPTIONS DUE TO PROBLEMS WITH COMMUNICATION LINES OR SYSTEMS, ACTS OF GOD OR FAILURE OF A TELECOMMUNICATIONS SERVICE PROVIDER TO PROVIDE CONNECTIVITY), OR THAT ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE SITE OR SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING VIRUSES. IN ADDITION, WE DO NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE SITE INCLUDING, WITHOUT LIMITATION, AN ESTIMATED BUSINESS VALUATION BASED ON USER-PROVIDED INPUT, ARE APPROPRIATE, ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING THEM FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO PORTIONS OF THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE.
- Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, PARTNERS, SUCCESSORS, ASSIGNEES, AGENTS, VENDORS, CONTRACTORS AND SUPPLIERS (COLLECTIVELY, “INDEMNIFIED PARTIES”) WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON UNDER ANY CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY ASPECT OF THE SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES). TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250). THESE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SITE OR SERVICES, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SITE OR THE SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- Indemnity. You agree to indemnify and hold harmless the Indemnified Parties, and, at our request, to defend the Indemnified Parties from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys™ fees, to the extent that such action is based upon, arises out of, or relates to your use (or inability to use) the Services, any aspect of the Site, your breach of this Agreement, or any other activities of yours accomplished using the Services or the Site.
- Dispute Resolution. If a dispute arises out of or relates to this Agreement or its breach (with the exception of rights to injunctive or equitable relief with respect to intellectual property rights and obligations with respect to confidentiality), then the dispute shall be resolved in binding arbitration in accordance with the following procedures: (i) the dispute must be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, (ii) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, (iii) the location of the arbitration shall be in Plymouth, Michigan, and (iv) any such controversy or claim shall be arbitrated on an individual basis, and shall not be commenced, conducted or consolidated in with any claim or controversy of any other party. Notwithstanding the foregoing, we may seek injunctive or equitable relief with respect to intellectual property rights and obligations with respect to confidentiality with respect to intellectual property rights and obligations with respect to confidentiality, in any court having proper jurisdiction, and you consent to exclusive jurisdiction and venue in such courts.
- Choice of Law and Forum. The Services and the Site are controlled by us from within the State of Michigan. Subject to Section 10, by accessing or using the Site or the Services, you and we each agree that the substantive laws of the State of Michigan will govern with respect to all matters relating to or arising from this Agreement, or the use of (or inability to use) the Site or the Services, and that such laws will apply without regard to principles of conflict of laws. Subject to the dispute resolution procedures set forth above, you and we agree and hereby submit to the exclusive jurisdiction and venue of the appropriate state and federal courts located closest to Plymouth, Michigan with respect to such matters. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Site or the Services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.
- Miscellaneous Terms. Subject to the terms of this Agreement and our other operating rules and policies for the Site and the Services, this Agreement constitutes the entire agreement between you and us with respect to the subject matter addressed herein, and governs your use of the Site and the Services, superseding any prior agreements between you and us relating to such subject matter. Neither the course of conduct between the parties nor trade practices shall act to modify this Agreement. We may assign our rights and duties hereunder to any party without any notice to you. You may not assign this Agreement without our prior written consent. The failure of us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the partiesâ€™ intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.Without limiting the foregoing, the Services and the Site are not intended for use by or availability to minors. IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE, YOU MAY NOT ACCESS THE SITE OR USE THE SERVICES. IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THE SITE.
- Copyright Notice and Takedown Policy Notice and Procedure for Making Claims of Copyright Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to us at the address indicated below in Section 14.WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.To be effective, pursuant to Title 17, United States Code, Section 512(c)(3(A), the notification must include the following:
- an electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed, and a description of the infringing activity including of where the material that you claim is infringing is located on the Site sufficient to allow us to locate the material;
- identification of the location where the original or an authorized copy of the copyrighted work exists, for example the URL of the website where it is posted or the name of the book in which it has been published;
- your address, telephone number, and e-mail address;
- a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright ownerâ€™s behalf.
- Questions, Comments or Concerns. If you have any questions, comments, or concerns regarding this Agreement, the Site or Services, or are providing notification of claimed copyright infringement in accordance with Section 12 above, please contact us below:
Alliance Franchise Brands LLC
47585 Galleon Drive
Plymouth, Michigan 48170-2466
NOTICE REGARDING FRANCHISE OFFERS OR SALES
This information is not intended as an offer to sell, or the solicitation of an offer to buy, a franchise. It is for information purposes only.
Currently, the following states regulate the offer and sale of franchises: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Oregon, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin. If you are a resident of one of these states, we will not offer you a franchise unless and until we have complied with applicable pre sale registration and disclosure requirements in your jurisdiction.