What is the scope of ATFC's non-liability for an All Team USER's obligations?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
herwise expressly agreed to in writing by ATFC. Neither USER nor any individual whose compensation for services is paid by USER in any way, directly or indirectly, expressly or by implication, shall be construed to be an employee of ATFC for any purpose, including, without limitation any tax or withholding requirements levied or fixed by any governmental law, rule or regulation is solely responsible for the day-to-day operations of the Business.
- D. Indemnification. Under no circumstances shall ATFC be liable for any act, omission, debt, or other obligation of USER. USER will indemnify, defend and save harmless ATFC and its employees, agents, officers, directors, parents, subsidiaries, affiliates, successors and assigns ("Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including without limitation legal fees and expenses) of any kind and nature whatsoever, including without limitation damages or injuries suffered by Indemnitees, which may be imposed on, incurred by or asserted against the Indemnitees in any way arising out of the acts or omissions of USER or its employees, agents, officers, directors, parents, subsidiaries, affiliates, successors and assigns ("Indemnitors") pursuant to or relating to this Agreement or the transactions or relationships contemplated hereby or a breach or default by USER under this Agreement regardless of whether the Indemnities were negligent or that said negligence was a contributing factor in the liability.
- E. Assignment. This Processing Agreement is personal to USER and shall not be assignable or transferable by USER, in whole or in part, either voluntarily or by operation of law, except with the prior written consent of ATFC, which consent shall not unreasonably be withheld.
Source: Item 23 — RECEIPT (FDD pages 34–161)
What This Means (2025 FDD)
According to the 2025 All Team Franchise Disclosure Document, All Team Franchise Corporation (ATFC) is not liable for the obligations of the USER (franchisee). The FDD specifies that under no circumstances is ATFC liable for any act, omission, debt, or other obligation of the USER. This means that franchisees are responsible for their own business operations, debts, and legal compliance.
Furthermore, the USER does not have the power to obligate ATFC for any liabilities or expenses, unless expressly agreed to in writing by ATFC. The USER is considered an independent contractor and is solely responsible for the day-to-day operations of the business. This reinforces the separation between the franchisor and franchisee, ensuring that the franchisee is responsible for their own business decisions and actions.
To protect ATFC from potential liabilities arising from the franchisee's actions, the USER must indemnify, defend, and hold ATFC harmless from any suits, claims, or demands resulting from the USER's acts or omissions, or those of its employees or agents. This indemnification extends to any breach or default by the USER under the Funding Agreement. This means the franchisee is responsible for covering ATFC's legal costs, damages, and other expenses if they arise due to the franchisee's actions or failure to comply with the agreement.