Regarding the FreedomPay Technology used by Atwell Suites, who owns the Intellectual Property Rights?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
HOTEL HEREBY ACKNOWLEDGES THAT IT HAS BEEN INFORMED AND FULLY UNDERSTANDS THAT ANY DISABLEMENT OF THE PREFERRED CVM REQUIREMENTS FOR CHIP CARDS; OR OTHER SUPPRESSING OF PREFERRED CVM REQUIREMENTS, IS AT HOTEL'S SOLE RISK AND FREEDOMPAY SHALL HAVE NO LIABILITY TO HOTEL OR ANY THIRD PARTY FOR FRAUD CLAIMS OR CHARGEBACKS; A FRAUD CLAIM WILL RESULT IN A LOST CHARGEBACK TO HOTEL DESPITE THE IMPLEMENTATION OF EMV BY FREEDOMPAY IN HOTEL'S SYSTEM, AND THAT AS SUCH, HOTEL ASSUMES ALL RISK THAT DISABLING PREFERRED CVM REQUIREMENTS ENTAILS, INCLUDING LIABILITY FOR THE CHARGEBACKS.
3. INTELLECTUAL PROPERTY RIGHTS
- 3.1.
FreedomPay Technology.
Hotel acknowledges that all right, title and interest in and to all patents, copyrights, trade secret, trademark and other intellectual property rights in the goods and services (other than thirdparty Goods and Third-Party services), together with all modifications, improvements, enhancements, updates, localizations and translations thereof (collectively, "FreedomPay Technology"), are, and at all times will remain, the sole and exclusive property of FreedomPay, the provider of the Secure Switching service.
Nothing contained in this Participation Agreement may directly or indirectly be construed to assign or grant to Hotel or any third party any license, right, title or interest in or to the FreedomPay Technology except as necessary to use the goods or services or as otherwise expressly provided in this Participation Agreement.
The license granted to Hotel to the software embedded in the Products and Secure Switching and granted to Hotel in its agreement with IHG is limited to facilitating the sale of Hotel's products and services and does not include any other rights of any type.
Source: Item 23 — Receipts (FDD pages 99–486)
What This Means (2025 FDD)
According to the 2025 Atwell Suites Franchise Disclosure Document, FreedomPay retains ownership of all intellectual property rights associated with the FreedomPay Technology. Specifically, Atwell Suites franchisees acknowledge that all rights, titles, and interests related to patents, copyrights, trade secrets, trademarks, and other intellectual property rights within the FreedomPay Technology belong exclusively to FreedomPay. This includes any modifications, improvements, enhancements, updates, localizations, and translations made to the technology.
This agreement ensures that Atwell Suites franchisees have a limited license to use the FreedomPay Technology solely for facilitating the sale of the hotel's products and services. This license does not grant any other rights, titles, or interests in the technology beyond what is necessary for its intended use. The franchisor, IHG, and FreedomPay retain control over the technology's development, modification, and distribution.
Furthermore, Atwell Suites franchisees are restricted from actions that could infringe upon FreedomPay's intellectual property rights. Franchisees cannot license, sell, resell, rent, lease, transfer, distribute, or commercially exploit the FreedomPay Technology in any manner not explicitly authorized by IHG or FreedomPay. They are also prohibited from disassembling, decompiling, or reverse engineering any aspect of the technology, ensuring that the proprietary nature of the FreedomPay Technology remains protected.