Under what circumstances is AutoClerk NOT obligated to indemnify a Best Western customer for intellectual property infringement claims related to the AutoClerk service?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
The foregoing obligation does not apply to the extent that an Action or Loss arises from or is related to: (i) access to or use of the Service in combination with any hardware, system, network, or other service not provided or authorized by AutoClerk, including Customer Content or any third party materials; (ii) modification of the Service other than by AutoClerk or with AutoClerk's express written authorization; (iii) failure to timely implement Updates provided by AutoClerk; (vi) use of the Service after AutoClerk's notice to Customer about
alleged or actual infringement, misappropriation or other violation of a Person's rights; (v) use of the Service by or on behalf of Customer that is outside the purpose or scope authorized by this Agreement; (vi) events or circumstances outside of AutoClerk's commercially reasonable control; or (vii) Actions or Losses for which Customer is obligated to indemnify AutoClerk pursuant to this Agreement.
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, AutoClerk's obligation to indemnify a Best Western customer against losses from third-party actions related to intellectual property rights infringement has several limitations. AutoClerk is not obligated to cover losses if the action or loss arises from the customer's use of the AutoClerk service in conjunction with hardware, systems, networks, or services not provided or authorized by AutoClerk. This includes customer content or third-party materials.
Furthermore, AutoClerk is not responsible for indemnification if the service was modified by someone other than AutoClerk or without AutoClerk's explicit written consent. Failure to promptly implement updates provided by AutoClerk also voids this obligation. Additionally, using the service after AutoClerk has notified the customer of alleged or actual infringement also removes AutoClerk's responsibility to indemnify.
AutoClerk is also not obligated to indemnify if the customer's use of the service falls outside the authorized purpose or scope defined in the agreement, or if the issue stems from events or circumstances beyond AutoClerk's commercially reasonable control. Finally, AutoClerk is not required to indemnify the customer for actions or losses that the customer is already obligated to indemnify AutoClerk for under the agreement.