Are All Team franchisees required to lease proprietary software from a supplier approved by ATFC?
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.
Source: Item 22 — CONTRACTS (FDD pages 33–34)
What This Means (2025 FDD)
According to All Team's 2025 Franchise Disclosure Document, franchisees are required to use proprietary computer software. All Team grants franchisees a nonexclusive, nontransferable, nonassignable, and non-sublicensable license to use this software during the term of the Franchise Agreement. The franchisor also has the right to change the software at any time and franchisees may be required to sign new documentation to license the right to use the new software. Franchisees must use the software for the operation of their agency in accordance with the Franchise Agreement and the terms, conditions, and procedures set forth in the manual.
All Team may require franchisees to modify, enhance, or replace the software at any time, and this will be at the franchisee's sole expense. All Team or its affiliates may host some or all of the software on their corporate servers at their discretion. Franchisees only have the rights to the software that are specified in the franchise agreement. Franchisees have no other rights to use the software or any enhancements to it. Franchisees must agree not to claim any ownership interest in the intellectual property rights, including copyright, in the software.
All Team franchisees acknowledge that the software is secret and proprietary and that its use and disclosure is restricted by the provisions of the Franchise Agreement. Franchisees are prohibited from making copies of the software, attempting to disassemble or decompile the software, allowing access to the software by unauthorized employees, selling, leasing, assigning, sublicensing, or otherwise transferring their license to use the software, altering, maintaining, enhancing, or otherwise modifying the software, decompiling, disassembling, or otherwise analyzing the software for reverse engineering purposes, permitting any parent, subsidiary, affiliate, or third party to use the software, altering, amending, modifying, or masking any copyright, trademark, proprietary, or other notice affixed to or incorporated in the software, or circumventing or otherwise interfering with any security measures All Team and its affiliates may use in connection with any hosting services they may provide.
Documentation that accompanies the software is provided solely to support the franchisee's authorized use of the software. Franchisees may not use, copy, modify, or distribute the documentation, or any copy, adaptation, transcription, summary, or merged portion thereof. Franchisees must promptly disclose to All Team all ideas and suggestions for modification or enhancements of the software, and All Team and its affiliates and franchisees have the right to use, develop, and license such ideas and suggestions in any manner, in All Team's sole discretion, and without any obligation to the franchisee. In the event the 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, All Team will, in its sole discretion, either procure for the franchisee the right to continue to use the software or replace the software or modify it such that there is no infringement of the third party's rights.