COOLNET USER AGREEMENT
RITA’S FRANCHISE COMPANY, LLC

Welcome to Rita’s Franchise Company, LLC’s (“RFC”) intranet website for franchisees (“CoolNet”).  RFC developed the password controlled, restricted access, secure intranet that allows Rita’s franchisees and certain of their employees electronic access to, inter alia, the confidential Manuals, other operating materials created for or approved for use in the operation of Rita’s shops, advertising materials, product ordering system, memoranda, news, articles, and corporate forms.  This User Agreement (this “User Agreement”) applies to (1) Rita’s franchisees (including their owner(s) and/or guarantor(s) if a franchisee is an entity) to whom RFC has given CoolNet access rights, and (2) any manager or other employee with whom such franchisees have shared their access (individually, “Franchisee User,” and collectively, “Franchisee Users”).  Each Franchisee User is being given access to the CoolNet in connection with their affiliation with a Rita’s shop or multiple Rita’s shops (the “Affiliated Shop(s)”).  In this User Agreement, “you” refers to the Franchisee User, and “we,” “us,” or “RFC” refers to RFC and its affiliates.

YOU AGREE TO READ THIS USER AGREEMENT CAREFULLY BEFORE USING COOLNET.  YOUR CONTINUED ACCESS TO OR USE OF COOLNET OR USE OF THE INFORMATION AND/OR SERVICES CONTAINED ON COOLNET INDICATES YOUR ACKNOWLEDGMENT OF THIS USER AGREEMENT AND YOUR ACCEPTANCE OF ALL THE PROVISIONS HEREOF.

RFC reserves the right, at its sole discretion, to change, modify, add or remove any portion of this User Agreement and any other policy or additional terms posted on CoolNet, in whole or in part, at any time.  Notification of changes to this User Agreement may be posted on CoolNet.  You are responsible for regularly reviewing the User Agreement and all posted policies and additional terms on CoolNet.  By continuing to use CoolNet after we have posted changes to the User Agreement or any other posted policy or additional terms, you agree to and accept such changes.

Questions concerning this User Agreement, CoolNet, and its operation should be directed to RFC’s Information Technology (“IT”) Department using the contact information provided below.

GENERAL PROVISIONS

  1. Acceptance of Terms

You represent that you have read and agree to abide by this User Agreement in its entirety.  If at any time you decide not to accept the User Agreement, or any part thereof, you must immediately discontinue use of CoolNet.  You may not use CoolNet in any way that involves a failure to abide by this User Agreement.

  1. “CoolNet” Definition

For purposes of this User Agreement, the term “CoolNet” refers to the collection of web-based services and applications, including any hosted applications, made available by RFC to Franchisee Users and all the content, information, applications, data, images, other materials and services accessible through the web-based applications.

  1. Intranet Access and Security

By obtaining a User ID and password to CoolNet, you acknowledge that we have authorized you to access CoolNet.  If the Franchise Agreement(s) (defined below) for the Affiliated Shop(s) expires or terminates for any reason, your CoolNet privileges automatically terminate, and you should cease directly or indirectly accessing CoolNet.

You are responsible for maintaining the confidentiality of your User ID and password, and you are responsible for all activities that occur under your User ID and password.  You agree (a) to notify the system administrator immediately of any unauthorized use of your User ID or password, or any other breach of security that comes to your attention, and (b) to log out of your CoolNet account at the end of each session.

  1. Modifications

We may modify the User Agreement at any time.  Any modifications will be effective immediately upon posting them on CoolNet or notification to you by other means.  By continuing to use CoolNet, you accept and are bound by the modified User Agreement.  You are responsible for reviewing the User Agreement every time you access CoolNet.

We provide CoolNet “AS-IS” and “AS-AVAILABLE.”  We assume no responsibility for the timeliness, deletion, misdelivery or failure to store any of your communications or settings.  RFC disclaims all warranties, express or implied, including, but not limited to, any implied warranties of merchantability and fitness for a particular purpose.  RFC does not warrant that CoolNet’s functions will be uninterrupted, non-infringing, or error-free, that any such defects will be corrected, or that the CoolNet or the server that makes it available are free of viruses or other harmful components.

  1. Confidentiality of Our Information

You hereby acknowledge that we are the sole owner of all proprietary rights in and to the System and each and every part thereof and all material and information now or hereafter revealed to you under the Franchise Agreement(s) between RFC and the individual(s) or entity that owns the Affiliated Shop(s) (collectively, the “Franchise Agreement”) relating to the System (as defined therein).  You acknowledge that the products, methods of doing business, and any other elements of the System, which may or may not be disclosed on CoolNet, are unique and distinctive and have been developed by us at great effort, time and expense.  You further acknowledge that the System, in its entirety, constitutes trade secrets of ours, which are revealed to you in CoolNet in confidence, solely for the purpose of enabling you to establish and operate the Affiliated Shop(s) in accordance with the terms of the Franchise Agreement.  Such trade secrets include, but are not limited to, product catalogs, mixes, recipes, ingredients, food preparation techniques, training manuals, operating manuals, sales/marketing promotional aids and materials, accounting procedures, marketing reports, informational bulletins, and other information.  You agree that you (a) will not reveal any such trade secrets to any other person, firm, or entity, and (b) will not use any of such trade secrets in connection with any business or venture in which you have a direct or indirect interest, whether as a proprietor, partner, joint venture, shareholder, officer, director, or in any other capacity whatsoever, other than in connection with the operation of the Affiliated Shop(s).  All confidentiality, non-disclosure and non-competition provisions in the Franchise Agreement shall apply to all confidential and proprietary information and trade secrets disclosed by us on CoolNet.

  1. Prohibited Conduct

You agree not to: (a) interfere or disrupt networks connected to CoolNet; (b) copy or download (or attempt to) any information on the CoolNet that is locked for printing and downloading; (c) use or attempt to use any device, software or routine which interferes with the proper functioning of CoolNet or any transactions being offered through CoolNett; (d) transmit files, data or other materials containing a computer virus, corrupted data, worms, “Trojan Horses,” or other instructions or designs that would erase data or programming or cause the CoolNet or any equipment or system to become inoperable or incapable of being used in the full manner for which it was designed; (e) take any action that imposes an unreasonable or disproportionately large load on CoolNet infrastructure; (f) deliver any communication to or through CoolNet which violates any local, state, federal or international law; (g) upload, post, message or otherwise transmit or deliver any communication or content to or through CoolNet that contains harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise offensive content; or (h) deliver any communication to or through CoolNet that will infringe upon the rights of any third party. Coolnet may include bulletin boards, chat rooms and other user and member created pages (each, a “Discussion Forum”) which allow you and other users to post information, provide feedback to RFC and its affiliates, and interact with the Rita’s Community.  Any such Discussion Forum may have additional terms of use to which you are required to agree prior to using such Discussion Forum. We reserve the right, in our sole discretion, to edit, refuse to post or remove any material submitted to or posted on any Discussion Forum.

You agree to indemnify, defend, and hold harmless RFC from and against all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of the CoolNet or any violation of this User Agreement. If you cause a technical disruption to CoolNet or the systems transmitting the site to you or others, you agree to be responsible for all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption.  RFC reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with RFC in the defense of such matter.

  1. Intellectual Property Rights

We grant you a personal, non-transferable, and non-exclusive right and license to use the object code of the Software (defined below) on your computer(s).  You promise not to copy, modify, create a derivative work of, reverse engineer, or reverse assemble or otherwise attempt to discover any source code, or to sell, assign, sublicense, grant a security license in or otherwise transfer any right in the Software, either directly or through your employees or independent contractors.  You agree not to modify the Software in any manner or form, or to use modified versions of the Software for any purpose, including (without limitation) that of obtaining unauthorized access to CoolNet.  You agree not to access CoolNet by any means other than the interface that we provide for use in accessing CoolNet.

We will retain all right, title, and interest in and to the Software and all Owner Content (as defined below) prepared for, or used on, the CoolNet, and all intellectual property rights in or to any of them.

“Owner Content” means all text, images, sounds, files, videos, designs, animations, layouts, color schemes, trade dress, concepts, methods, techniques, process and data used in connection with, displayed on, or collected from or through the CoolNet that we post or provide.

“Software” means computer programs and computer code (e.g., HTML, Java) used for, with or on the CoolNet, excluding any software programs owned by third parties.

Except as provided herein, nothing on CoolNet shall be construed as conferring any license under any intellectual property right, including any right in the nature of trademark or copyright, of ours or any third party, whether by estoppels, implication or otherwise.  All brands and names are the property of their respective owners.

  1. Links to Third-Party Websites

CoolNet may contain links to third-party web sites.  These linked sites are not under the control of RFC, and RFC is not responsible for the contents or practices of any linked site.  RFC provides links to third-party web sites only as a convenience, and such inclusion of any link does not imply endorsement by RFC of the site or its content.

  1. Monitoring, Privacy and Security

Your access and use of CoolNet may be monitored by RFC at any time, with or without notice, and shall not in any way be deemed to be private or personal to you.

RFC reserves the right to use “cookies” (a small amount of software automatically downloaded to your computer’s hard drive) or other programs or methods to gather information about your use of CoolNet to improve CoolNet’s services.  You may set your browser not to accept cookies, but if you do so, certain areas of CoolNet may not function as intended.

All information on the CoolNet shall be deemed property of RFC or licensed (including any personally identifiable information you disclose via CoolNet) to RFC to use a set forth here.  RFC reserves the right to use such information and these records (owned or licensed) for its own purposes or those of its affiliated entities to the extent permitted by applicable law.  These purposes may include disclosures to our agents, advisors, affiliates, service providers, assignees, franchisees, and successors in interest.  RFC will use industry standard security practices to protect information provided via the CoolNet.

  1. Disputes

This User Agreement will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law principles.  You agree that any breach of this User Agreement will result in irreparable harm to RFC, and that RFC is therefore entitled, as a non-exclusive remedy, to obtain injunctive relief in response to a breach of this User Agreement, including, without limitation, barring you from access to CoolNet.

The above mentioned are the terms and conditions of use of CoolNet. By logging onto CoolNet for the first time and each subsequent log-on, you confirm your eligibility to access CoolNet and agree to observe and be bound by this User Agreement. If you have any questions related to this User Agreement or CoolNet, please contact the IT Department.

As a Franchisee User, I agree to the terms and conditions of this User Agreement.