Is the computer software that All Team franchisees are required to use subject to change or modification?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
ATFC hereby grants to FRANCHISEE a nonexclusive, nontransferable, nonassignable and non sublicensable license to, use the proprietary computer software program licensed or such other software as ATFC may designate, including any modifications, additions or enhancements to such software ("Software") during the term of this Agreement and subject to the limitations on use and other requirements set forth in this Section VII.F.
FRANCHISEE understands that ATFC has the right to change the Software at any time in ATFC's sole discretion.
In such event, FRANCHISEE may be required to change the licensed software FRANCHISEE uses, FRANCHISEE will do so at FRANCHISEE's sole cost and expense and may be required to sign new documentation to license the right to use the new software.
FRANCHISEE and its employees will use the Software for the operation of the Agency in accordance with the terms of this Agreement and the terms, conditions and procedures set forth in the Manual or otherwise disclosed to FRANCHISEE, which may change from time to time.
ATFC may require FRANCHISEE to modify, enhance and/or replace all or any part of the Software at any time and at FRANCHISEE's sole expense.
ATFC or its affiliates will host some portion or all of the Software on ATFC's corporate servers at ATFC's sole and absolute discretion.
In the event ATFC or its affiliates provide any hosting services, ATFC or its Affiliates reserve the right to do so according to terms and conditions ATFC or its affiliates may establish, including limiting ATFC's liability for the security of data transmitted over the Internet and establishing limitations on data storage size and the periodic purging of FRANCHISEE's data required as a result thereof.
FRANCHISEE acknowledges that the only rights in the Software granted by ATFC to FRANCHISEE are those specified in this Section VII.F.
FRANCHISEE has no rights other than those granted by this Section VII.F to use the Software or any enhancements thereto or documentation relating to either of the foregoing and any adaptations or modifications thereof.
FRANCHISEE agrees to make no claim of any ownership interest in the intellectual property rights, including copyright in the Software and any adaptations or modifications thereof.
FRANCHISEE acknowledges that the Software, in both object code and source code, is secret and proprietary and that its use and disclosure is restricted by the provisions of this Agreement.
FRANCHISEE shall not (i) make any copies of the Software; (ii) shall not attempt to disassemble or decompile the Software object code or otherwise attempt to discern the Software source code; (iii) access or allow the access of the Software (or any addition to or modification of the Software) other than by FRANCHISEE's authorized employees; (iv) sell, lease, assign, sublicense or otherwise transfer FRANCHISEE's license to use the Software other than in connection with a transfer of this Agreement; (v) alter, maintain, enhance or otherwise modify the Software; (vi) decompile, disassemble, or otherwise analyze for reverse engineering purposes, the Software; (vii) permit any parent, subsidiary, affiliate or third
party to use the Software; (viii) alter, amend, modify or mask any copyright, trademark, proprietary or other notice affixed to or incorporated in the Software; or (ix) circumvent or otherwise interfere with any security measures ATFC and its affiliates may use in connection with any hosting services ATFC or its affiliates may provide.
Documentation that accompanies the Software, if any, is provided solely to support FRANCHISEE's authorized use of the Software.
FRANCHISEE may not use, copy, modify or distribute the documentation, or any copy, adaptation, transcription, summary or merged portion thereof.
FRANCHISEE shall promptly disclose to ATFC all ideas and suggestions for modification or enhancements of the Software, or any component thereof, and ATFC and all its affiliates and franchisees shall have the right to use, develop and license such ideas and suggestions in any manner, in ATFC's sole discretion, and without any obligation to FRANCHISEE therefore.
In the event FRANCHISEE's use of the Software is enjoined as a result of a claim by a third party of patent or copyright infringement or violation of proprietary rights, ATFC shall, in its sole discretion, either (A) procure for FRANCHISEE the right to continue to use the Software as contemplated hereunder, or (B) replace the Software or modify it such that there is no infringement of the third party's rights; and such action by ATFC shall be FRANCHISEE's sole and exclusive remedy against ATFC in such event.
ATFC does not represent or warrant to FRANCHISEE and ATFC expressly disclaims any warranty that the Software is error-free or that the operation and use of the Software by FRANCHISEE will be uninterrupted or error-free.
ATFC shall have no obligation or liability for any expense or loss incurred by FRANCHISEE arising from FRANCHISEE's use of the Software.
ATFC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE OR ANY PORTION THEREOF, INCLUDING ANY PROGRAM DOCUMENTATION OR OTHER MATERIAL FURNISHED HEREUNDER OR ANY COMPONENT THEREOF, AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT THERETO.
ATFC SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES.
FRANCHISEE shall bear all costs of licensing, installation, operation, maintenance, and upgrading the Software.
In connection therewith, FRANCHISEE will pay ATFC a weekly Technology as described in Section V.E above.
At all times, ATFC shall be granted unlimited rights to remotely access the Software, and all information contained therein.
ATFC may use the information contained in FRANCHISEE's copy of the Software for any purpose ATFC deems appropriate, including disseminating such information to ATFC's creditors and potential franchisees in accordance with applicable laws.
Source: Item 22 — CONTRACTS (FDD pages 33–34)
What This Means (2025 FDD)
According to All Team's 2025 Franchise Disclosure Document, the computer software that franchisees are required to use is subject to change or modification. All Team retains the right to alter the software at any time and at their sole discretion. If changes are mandated, the franchisee is responsible for the costs associated with changing the licensed software, which may also require signing new documentation to license the right to use the new software.
All Team may require franchisees to modify, enhance, or replace any part of the software at any time, again at the franchisee's sole expense. The software may be hosted on All Team's corporate servers, and All Team reserves the right to establish terms and conditions for these hosting services, including limitations on liability for data security and data storage. The franchisee's rights to the software are limited to those specified in the franchise agreement, and franchisees cannot claim any ownership interest in the software's intellectual property.
Franchisees are expected to promptly disclose any ideas or suggestions for modifications or enhancements to the software to All Team, who can then use these suggestions without any obligation to the franchisee. All Team also has the right to remotely access the software and the information contained within it for any purpose they deem appropriate. Franchisees bear all costs of licensing, installation, operation, maintenance, and upgrading the software and will pay All Team a weekly technology fee. All Team does not provide any guarantees that the software will be error-free or uninterrupted and disclaims any liability for expenses or losses arising from the franchisee's use of the software.