What rights are specifically excluded from the license granted to Atwell Suites for the FreedomPay Technology?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
FreedomPay owns all Remaining Rights. "Remaining Rights" means, except for the limited license granted to Hotel, all other rights in the software, including but not limited to, improvements, modifications, alterations, additions and deletions to any trademark, logo, copyright or other notices, legends, symbols, labels, displays, sounds, other media or characteristics on or in the FreedomPay Technology on the Products.
- 3.2.
Restrictions.
Hotel will only use the goods and services for its own business purposes and will not license, sell, resell, rent, lease, transfer, distribute or otherwise commercially exploit or make the goods and services available to any third party for any purpose or in any manner not authorized by IHG or FreedomPay.
Hotel may not disassemble, decompile or reverse engineer any FreedomPay technology and shall not permit or enable any third party to do so.
Hotel will use commercially reasonable efforts to prevent unauthorized access to or use of the goods or services and will notify FreedomPay immediately if it becomes aware of any unauthorized access to or use of the goods or services by any person and hereby permits IHG and FreedomPay to monitor the use of the goods and services by Hotel to confirm Hotel's compliance with this Participation Agreement and to assess the quality of the goods and services.
Source: Item 23 — Receipts (FDD pages 99–486)
What This Means (2025 FDD)
According to the 2025 FDD, the license granted to Atwell Suites for the FreedomPay technology is limited to facilitating the sale of the hotel's products and services. It explicitly excludes any other rights. FreedomPay retains all "Remaining Rights," which encompass all rights in the software except for the limited license granted to the hotel. These include, but are not limited to, improvements, modifications, alterations, additions, and deletions to any trademark, logo, copyright, or other notices, legends, symbols, labels, displays, sounds, other media, or characteristics on or in the FreedomPay Technology on the Products.
This means that Atwell Suites franchisees cannot modify, alter, or create derivative works from the FreedomPay Technology. They are also prohibited from using the technology for purposes other than processing sales of the hotel's products and services. The franchisee cannot license, sell, resell, rent, lease, transfer, distribute, or otherwise commercially exploit the goods and services to any third party, or make the goods and services available to any third party for any purpose or in any manner not authorized by IHG or FreedomPay.
Furthermore, the Atwell Suites franchisee is restricted from disassembling, decompiling, or reverse engineering any FreedomPay technology, and they must prevent any third party from doing so. They are also obligated to use commercially reasonable efforts to prevent unauthorized access to or use of the goods or services and must notify FreedomPay immediately if they become aware of any unauthorized access or use. IHG and FreedomPay are permitted to monitor the use of the goods and services by the hotel to confirm compliance and assess the quality of the goods and services.
In practical terms, this means an Atwell Suites franchisee must rely entirely on FreedomPay and IHG for any updates, modifications, or support related to the FreedomPay technology. They cannot independently customize or adapt the system to better suit their specific needs, and they must adhere strictly to the terms and conditions set forth by IHG and FreedomPay regarding its use. This limited license ensures that FreedomPay maintains control over its technology and that Atwell Suites franchisees use it only as intended.