Is the license granted by Anago to use the Software and Related Materials described pursuant to any Schedule to the agreement?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
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NBDS LICENSE AGREEMENT
THIS NBDS LICENSE AGREEMENT ("Agreement") is signed on ______________, between Anago Franchising, Inc., a Florida corporation (the "Franchisor"), and Corp Name, (the "Subfranchisor").
- (a) General. This Agreement is being entered into pursuant to Subsection 2.3(b) of that certain Anago Subfranchise Rights Agreement between the Franchisor and the Subfranchisor, dated of even date herewith (the "Subfranchise Agreement"). All capitalized terms used in this Agreement have the same definitions as set forth in the Subfranchise Rights Agreement, unless otherwise expressly defined in this Agreement.
- (b) Grant of License. During the Term, and subject to the terms of this Agreement, the Franchisor hereby agrees to: (a) grant Subfranchisior access to a Software program currently known as IGAS, an internet-based Software currently known as AnagoCloud, and an internet-based application currently known as Anago CleanSource; (b) furnish Subfranchisior with certain Related Materials (as later defined in this Agreement) in support of the Software; (c) grant the Subfranchisior a nontransferable and nonexclusive license to use the Software and Related Materials which are described pursuant to any Schedule to this Agreement signed by both parties ("Schedule"); and (d) provide Software maintenance, all as described in this Agreement.The term "Software" means the object code version of any proprietary or third-party software to which Franchisor provides Subfranchisor access for use in connection with its Subfranchise Business, including any updates or new versions thereof. Software does not include source code. The term "Related Materials" means any printed material not consisting of Software programs, such as Software user instructions, and which is designated by the Franchisor as available under license to the Subfranchisor for the licensed Software to which such Related Materials relate.
- (c) Term of License. The license granted in this Agreement for any Software and Related Materials will be in effect for the Term (so long as the Subfranchise Rights Agreement is in full force and effect), unless sooner terminated in accordance with this Agreement.
- (d) Terms of Use. The Software (including any changes Franchisor makes to the Software at the request of Subfranchisor) may be used by the Subfranchisor on any number of workstations, computers, or mobile devices approved by the Franchisor. Security of the Software, collected data, and Related Materials from outside intrusion through any aforementioned workstations, computers, or mobile devices will be the sole responsibility of the Subfranchisor, regardless of any assistance provided by Franchisor to protect the Software, collected data and Related Materials. Backup of the data is the Franchisor's responsibility. Should the backup data be lost or corrupted through no fault of the Franchisor, the Franchisor shall not be responsible for any cost of recovery of the data by the Subfranchisor nor shall the Franchisor be liable for any lost income or damages of the Subfranchisor as of the result of data loss. Title and full ownership rights to the Software at all times remains with the Franchisor, including with respect to any enhancements or modifications Franchisor makes to the Software at Subfranchisor's request. The Subfranchisor may not enhance or modify the Software in any manner.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the subfranchisor is granted a license to use the Software and Related Materials, which are described pursuant to any Schedule to the agreement signed by both parties. This license is nontransferable and nonexclusive. The software includes programs known as IGAS, AnagoCloud, and Anago CleanSource. The term "Software" means the object code version of any proprietary or third-party software to which Anago provides the subfranchisor access for use in connection with its Subfranchise Business, including any updates or new versions thereof. Software does not include source code. The term "Related Materials" means any printed material not consisting of Software programs, such as Software user instructions, and which is designated by Anago as available under license to the Subfranchisor for the licensed Software to which such Related Materials relate.
The license for the Software and Related Materials is effective for the term of the agreement, as long as the Subfranchise Rights Agreement remains in full force, unless terminated earlier according to the agreement. Upon expiration or termination of the agreement, the subfranchisor must immediately return all Software and Related Materials, including all copies in any form, such as translations or compilations. The subfranchisor is responsible for obtaining the necessary computer hardware, workstations, and mobile devices required to operate the Software, as specified in the Anago Manuals or the Subfranchise Agreement. Configuration, setup, and network wiring are also the subfranchisor's responsibility.
The subfranchisor must pay a current fee of $200 per month for Software Support, along with any additional fees for technical support not directly related to the Software's operation. This Software Support Fee covers technical support directly related to the Software, approved updates and fixes, and installation of approved updates and general computer bulletins. The subfranchisor is responsible for the security of the Software, collected data, and Related Materials from outside intrusion, regardless of any assistance provided by Anago. Backup of the data is Anago's responsibility. However, Anago is not liable for any costs of data recovery or lost income resulting from data loss, provided it is not due to Anago's fault.
The subfranchisor is prohibited from providing any portion of the Software or Related Materials to anyone except employees who need to know the information and are bound by confidentiality obligations. The subfranchisor is also prohibited from reverse assembling or reverse compiling the Software. Anago retains title and full ownership rights to the Software, including any enhancements or modifications made at the subfranchisor's request. The subfranchisor may only use the Related Materials in printed form to support their use of the Software in machine-readable form.