Terms of Use

TERMS OF USE AGREEMENT

This website (“Website”) is owned and operated by Sedna Consultants, LLC (“Sedna”), which is not affiliated with MTY Food Group, Inc., Kahala Franchising, L.L.C., Cold Stone Creamery, Inc., any of their affiliates (“MTY”) or any other franchising company. This Terms of Use agreement (“Agreement”) governs all use of this Website, unless other terms and conditions expressly govern.

1.         Changes to Agreement

We may change the terms of this Agreement at any time without notification other than posting such changes to this Website, which you can access at any time by going to the Terms of Use link at the footer of this Website. By using this Website after changes are made to this Agreement you signify that you agree to be bound by such changes.

2.         Privacy and Your Account

Information about you is subject to our Privacy Policy. Your information may be stored and processed in the United States or any other country in which Sedna has relationships, and by using this Website, you consent to the transfer of information outside of your country.

3.         Limitations on Use

The text, graphics, images, video, artwork, metadata and other data, design, organization, compilation, look and feel, advertising and all other protectable intellectual property unique to this Website, including but not limited to any copyrights, trademarks, service marks, trade names, trade dress, patent rights, or database rights (the “Content”) available on this Website are our property and are protected by copyright and other intellectual property laws. Unless you have our written consent, you may not use, sell, publish, distribute, retransmit or otherwise provide access to the Content received by accessing this Website to anyone, with the exception of occasional personal use and distribution of the Content as permitted by copyright laws.

4.         Additional Restrictions on Use of the Content

You agree not to rearrange or modify the Content available on this Website. You agree not to display, post, frame, or scrape the Content for use on another website, app, blog, product or service, except as otherwise expressly permitted by this Agreement. You agree not to create any derivative work based on or containing the Content. The framing or scraping of or in-line linking to this Website or any Content contained thereon and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Content made available on this Website is permitted, provided you otherwise comply with the terms of this Agreement.

You further agree to abide by exclusionary protocols (e.g., Robots.txt, Automated Content Access Protocol (ACAP), etc.) that may be used in connection with this website. You may not access parts of this website to which you are not authorized or attempt to circumvent any restrictions imposed on your use or access of this website.

You may not use the Content in any commercial product or service without our express written consent. You may not create apps, extensions, or other products and services that use our Content without our permission. Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, local laws, or applicable foreign laws, rules, regulations and treaties. We require users to respect our copyrights, trademarks, and other intellectual property rights and shall enforce same. You may not access or view this website with the use of any scripts, extensions, or programs that alter the way this website is displayed, rendered, or transmitted to you without our written consent.

You agree not to use this website for any unlawful purpose. We reserve the right to restrict your access to this website if, in our opinion, your use of this website may violate any laws, regulations or rulings, infringe upon another person’s rights or violate the terms of this Agreement.

5.         User Generated Content

User Content. We may offer you the opportunity to comment on and engage in discussions regarding our Content. Any content, information, graphics, audio, images, and links you submit as part of creating your profile or in connection with any of the foregoing activities are referred to as “User Content” in this Agreement and are subject to various terms and conditions as set forth below.

5.1 Cautions Regarding Other Users and User Content.
You understand and agree that User Content includes information, views, opinions, and recommendations of many individuals and organizations on this and other websites to which the website references and is designed to help you gather the information you need to help you make your own decisions. Importantly, you are responsible for your own decisions, investment or otherwise, and for properly analyzing and verifying any information you intend to rely upon. We do not endorse any recommendation or opinion made by any user or this or other websites. We do not routinely screen, edit, or review User Content. However, we reserve the right to monitor or remove any User Content from this website at any time without notice. User Content may be inaccurate, misleading, deceptive or in error.

5.2 Grant of Rights and Representations by You. If you upload, post or submit any User Content on this Website, you represent to us that you have all the necessary legal rights to upload, post or submit such User Content and it will not violate any law or the rights of any person. You agree that upon uploading, posting or submitting information on this Website, you grant Sedna, and our respective affiliates and successors a non-exclusive, transferable, worldwide, fully paid-up, royalty-free, perpetual, irrevocable, sub-licensable right and license to use, distribute, publicly perform, display, translate, adapt reproduce, and create derivative works from your User Content in any and all media or technology, now known or later developed, in any manner, in whole or part, with or without attribution, without any duty to compensate you.

You waive all moral rights you may have in any User Content. You agree that we may modify or alter your User Content without seeking further permission from you. You also grant us the right to authorize the use of User Content, or any portion thereof, by other users in accordance with the terms and conditions of this Agreement, including the rights to feature your User Content specifically on this website and to allow other users to request access to your User Content. You agree that you are financially responsible for any claim against us arising from any User Content you create.

5.3 Removal of User Content. We may also remove any User Content for any reason and without notice to you. This includes all materials related to your use of this Website, including postings, profiles or other personalized information you have created while on this Website.

6.         Third Party Websites, Services and Software

Your use of any third party websites, content, data, information, applications, goods, services or materials (collectively, “Third Party Website”) does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on our part or of our affiliates. We do not verify, endorse, or have any responsibility for any Third Party Website and any third party business practices (including, without limitation, their privacy policies), whether our logo and/or sponsorship identification is on the Third Party Website as part of a cooperative arrangement or otherwise. Accordingly, we encourage you to be aware when you leave this Website and to read the terms and conditions and privacy policy of each Third Party Website
you use.

Certain Third Party Website material referenced on this Website may predate MTY’s ownership of the subject company and in such case, is provided solely for the user’s historical perspective.

7.         DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY

YOU AGREE THAT SEDNA’S AUTHORSHIP ON THIS WEBSITE IS NOT INTENDED AS PROFESSIONAL ADVICE, GUIDANCE OR FACTUAL INFORMATION BUT INSTEAD, REPRESENTS THE OPINION OF SEDNA AND THE STATEMENTS OF THIRD-PARTY AUTHORS. SEDNA’S AUTHORSHIP MAY INCLUDE, BUT IS NOT LIMITED TO, NARRATIVES, MENU TITLES, ARTICLE TITLES, COMMENT TITLES, SUBSCRIPTS, CAPTIONS AND OTHER CONTENT. IN SOME CASES, SEDNA’S AUTHORSHIP MAY NOT DIRECTLY QUOTE A THIRD PARTY AUTHOR’S STATEMENT (E.G. A TITLE ON THIS WEBSITE MAY BE A DESCRIPTIVE TITLE FOR THE THIRD PARTY AUTHOR’S STATEMENT AND THEREFORE NOT MATCH THE TITLE GIVEN BY THE AUTHOR). INDIVIDUALS AND ENTITIES REFERENCED, BY IMPLICATION OR OTHERWISE, AS HAVING A CURRENT OR PAST RELATIONSHIP WITH ANOTHER INDIVIDUAL OR ENTITY INCLUDING BUT NOT LIMITED TO “CLIENT(S)”, “CUSTOMER(S)”, “ATTORNEY(S)”, “FRANCHISE OWNER(S)”, “FRANCHISOR(S)” AND “FRANCHISEE(S)”, “PARENT”, “SUBSIDIARY(S)”, ETC. ARE BASED ON A STATED OR IMPLIED RELATIONSHIP BY THOSE INDIVIDUALS OR OTHERS AND OR THE AUTHOR’S INTERPRETATION OF THE EXISTENCE OF A CURRENT OR PAST RELATIONSHIP, WHICH MAY HAVE CHANGED OVER TIME. SUCH RELATIONSHIPS MAY NOT BE LEGAL OR FORMAL IN NATURE OR MAY NOT EXIST AT ALL. SEDNA HAS NOT UNDERTAKEN AN INDEPENDENT VERIFICATION OF THOSE RELATIONSHIPS. ANY REFERENCES TO MEASUREMENTS INCLUDING THOSE OF CENTRAL TENDENCY, PROBABILITY, OUTLIER, ETC. INCLUDING, BUT NOT LIMITED TO, TERMS OR FORMS OF WORDS SUCH AS “COMMON”, “USUAL”, “LIKELY”, “CERTAINLY”, “NORMAL”, “RARE“, “HIGH“, “LOW“, ETC. AND COMPARISONS TO THEM INCLUDING BUT NOT LIMITED TO THEIR OPPOSITES, ARE BASED ON THE AUTHOR’S EXPERIENCES AND MAY NOT NECESSARY CONFORM TO A STATISTICAL ANALYSIS. 

ANY REFERENCE TO COLD STONE CREAMERY THAT IMPLIES THE CONCEPT IS MTY’S LEADING, LARGEST OR PERENNIALLY LARGEST “FRANCHISE”, “SUBSIDIARY”, ETC. IS BASED ON COLD STONE CREAMERY’S SALES AS REPORTED IN MTY’S ANNUAL FINANCIAL REPORTING BETWEEN 2017 AND 2019 BEFORE COVID-19’S IMPACT ON NORTH AMERICA. USE OF TERMS SUCH AS “KICKBACK(S)”, “WHISTLEBLOWER ALLEGATION(S)”, “ALLEGATION(S)”, “VIOLATION(S)” OR ANY THER SIMILAR TERMS THAT MAY SOMETIMES HAVE A LEGAL MEANING, AS WELL AS HYPERLINKS TO LAW-RELATED OR LAW ENFORCEMENT AGENCIES ON THIS WEBSITE IS NOT INTENDED TO IMPLY CRIMINALITY. ANY REFERENCES TO “WHISTLEBLOWER ALLEGATION CHANGES” OR SIMILAR STATEMENTS ARE INTENDED TO IMPLY CHANGES TO INFORMATION THAT GENERALLY OR SPECIFICALLY WAS THE SUBJECT THIS WEBSITE’S REPORT OF POTENTIAL VIOLATIONS TO MTY. THIS WEBSITE MAY REFER TO MTY, ITS SUBSIDIARIES OR ITS AFFILIATED COMPANIES AS “MTY”, MTY FOOD GROUP”, “COMPANY”, “COMPANIES” OR SIMILAR TERMS INTERCHANGEABLY. BASED ON MTY FOOD GROUP’S FEBRUARY 14, 2020 PRESS RELEASE AND THE TIMELINE PROVIDED IN THE “BACKGROUND” SECTION OF THE FORBES ARTICLE, THIS WEBSITE UTILIZES THE TERMS “WHISTLEBLOWER ALLEGATIONS”, “ALLEGATIONS” AND OTHER TERMS TO REFER TO THE ALLEGATIONS REFERENCED IN MTY FOOD GROUP’S PRESS RELEASE, EVEN IF THEY DIFFER.

THE TERMS “FRANCHISE OWNER(S)” AND “FRANCHISEE(S) ARE USED TO UNIVERSALLY REFER TO CURRENT AND EX-FRANCHISEES OF THE REFERENCED OR IMPLIED FRANCHISING SYSTEM AND SUCH INDIVIDUALS OR ENTITIES MAY HAVE MEMBERSHIP IN VARIOUS FRANCHISE  GROUPS, WHICH MAY DISAGREE ON SOME OR ALL MATTERS. YOUR ACCESS TO, AND USE OF, THIS WEBSITE AND THE CONTENT AVAILABLE ON THIS WEBSITE IS ON AN “AS-IS”, “AS AVAILABLE” BASIS AND WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OF FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT GIVE PROFESSIONAL ADVICE OR ADVOCATE FOR OR AGAINST THE PURCHASE OR SALE OF ANY SECURITY OR FRANCHISE INVESTMENT. USER CONTENT POSTED TO THIS WEBSITE AND STATEMENTS PUBLISHED BY THIRD-PARTY AUTHORS TO OTHER WEBSITES THAT ARE HYPERLINKED BY THIS WEBSITE REPRESENT THE OPINIONS OF THE ORIGINAL AUTHOR AND ARE NOT ENDORSED OR APPROVED BY SEDNA, NOR ARE THEY NECESSARILY REPRESENTATIVE

OF THE OPINIONS OF SEDNA. YOU SHOULD ALWAYS SEEK THE ASSISTANCE OF A
PROFESSIONAL FOR LEGAL, ACCOUNTING AND INVESTMENT ADVICE. SEDNA, ITS AFFILIATES AND THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVERTISERS, SUPPLIERS, CONTENT PROVIDERS AND LICENSORS (“THE SEDNA PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF THIS WEBSITE OR SUCH CONTENT FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY,
THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE SEDNA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE SEDNA PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

8.         Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any legal action or proceeding arising out of or relating to this Agreement may be instituted in the courts of the State of Florida sitting in Florida, and the parties hereto irrevocably submit to the jurisdiction of each such court in any action or proceeding. You hereby irrevocably waive and agree not to assert, by way of motion, as a defense, or otherwise, in every suit, action or other proceeding
arising out of or based on this Agreement and brought in any such court, any
claim that you are not subject personally to the jurisdiction of the above named courts, that you are exempt or immune from attachment or execution, that
the suit, action or proceeding is brought in an inconvenient forum or that the
venue of the suit, action or proceeding is improper.

9.         General

This Agreement contains the final and entire agreement between us regarding your use of this website and supersedes all previous and contemporaneous oral or written agreements regarding your use of this website. We may discontinue or change this website, or its availability to you, at any time. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. No third party is a beneficiary of this Agreement. You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to any conflict or choice of law principles. For all litigation which may be brought with respect to any controversy or claim arising out of or relating to this Agreement or any relationship between us, the sole jurisdiction and venue for such litigation will be an appropriate federal or state court located in the County of Broward in the State of Florida. Our failure to enforce any provision of this Agreement or to respond to a breach by you or other parties of this Agreement shall not in any way waive our rights to subsequently enforce any term or condition of this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. This website may contain adult language and adult concepts.