Is a Best Western customer permitted to use the AutoClerk service to develop a competing service?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
- (b) Customer shall not and shall not assist or permit any other Person to: (i) copy, modify, translate, enhance, prepare derivative works, or improvements of the Service; (ii) rent, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Service to any Person; (iii) reverse engineer, disassemble, decompile, decode or adapt the Service, or otherwise attempt to derive or gain access to the source code of the Service; (iv) breach any security device of the Service; (v) input, upload, transmit or provide to or through the Service any information or materials that are unlawful or injurious; (vi) damage, destroy, disable, impair or otherwise impede in any manner the Service or AutoClerk's provision of services to any Person; (vii) remove, or change any terms of the Service, including warranties, disclaimers, or Intellectual Property Rights notices; (viii) use the Service in any manner or for any purpose that infringes, misappropriates or violates any Intellectual Property Rights or other right of any Person, or that violates any applicable Law; (ix) use the Service for purposes of developing, using or providing a competing service or any other purpose to AutoClerk's detriment or commercial disadvantage; or (x) use the Service expect as expressly permitted by this Agreement.
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, a Best Western customer is explicitly prohibited from using the AutoClerk service to develop a competing service. The agreement states that customers "shall not and shall not assist or permit any other Person to... use the Service for purposes of developing, using or providing a competing service or any other purpose to AutoClerk's detriment or commercial disadvantage." This restriction is part of the broader terms governing the use of the AutoClerk Cloud PMS Software as a Service Agreement.
This restriction means that franchisees cannot leverage the AutoClerk service or any information gained from it to create or contribute to a competing platform. This is a standard protective measure for software service providers to prevent the unauthorized replication of their services.
For a prospective Best Western franchisee, this clause underscores the importance of understanding the limitations placed on their use of the AutoClerk service. It prevents them from attempting to reverse engineer or replicate the service for their own competitive gain. Violating this provision could lead to termination of the agreement and potential legal repercussions.