What happens to the license of ProVision Materials granted to a Basecamp Fitness customer upon termination or expiration of the agreement?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement may be terminated by a written agreement executed by the parties. In addition, the Agreement will terminate automatically without further notice in the event that the Franchise Agreement between Customer and Basecamp Fitness Franchisor LLC is terminated or expires. Notwithstanding the foregoing, ProVision reserves the right, in its sole discretion and without prior notice, at any time, to suspend Customer's access to or use of the Server, Services or any portion thereof, in the event ProVision believes or has reason to believe that Customer is in violation or may be violating any term or condition of this Agreement. In the event of suspension of Services, ProVision shall thereafter provide prompt written notice to Customer of the suspension of Services and the reasons therefore. In addition, in the event that ProVision's license to or right to distribute the Proprietary Software is terminated for any reason, any license granted to Customer for use of the Proprietary Software shall automatically terminate. ProVision shall provide Customer with written notice of such termination. ProVision will use good-faith efforts to procure a substitute license for similar software including, without limitation, web-based software, within a period of thirty (30) days after termination. However, ProVision makes no representation or warranty as to the continued availability of the Proprietary Software and will have no liability whatsoever to Customer in such a termination event.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 51–55)
What This Means (2025 FDD)
According to the 2025 Basecamp Fitness Franchise Disclosure Document, the agreement concerning ProVision materials will terminate automatically if the Franchise Agreement between the customer and Basecamp Fitness Franchisor LLC is terminated or expires. Additionally, ProVision reserves the right to suspend a customer's access to the server or services if they believe the customer is violating the agreement. In the event of such suspension, ProVision must provide prompt written notice to the customer, explaining the reasons for the suspension.
Furthermore, if ProVision's license to distribute the proprietary software is terminated for any reason, the customer's license to use that software will also automatically terminate. ProVision is obligated to provide written notice of this termination to the customer and will attempt to find a substitute license for similar software, such as web-based software, within 30 days after the termination. However, Basecamp Fitness makes no guarantees about the continued availability of the proprietary software and assumes no liability in the event of such termination.
In practical terms, a Basecamp Fitness franchisee needs to understand that their access to essential software and services provided through ProVision is directly tied to the status of their Franchise Agreement. Any termination or expiration of the Franchise Agreement, or issues with ProVision's licensing, could result in the loss of access to these materials. While ProVision will attempt to find a replacement, there is no guarantee of a seamless transition or continued availability, which could impact the franchisee's ability to operate their Basecamp Fitness studio effectively. It is important for prospective franchisees to consider the potential risks associated with reliance on third-party software and the implications of any disruptions in service.