Does Better Blend have any liability with respect to third-party software or technology-related services provided to the franchisee?
Better_Blend Franchise · 2024 FDDAnswer from 2024 FDD Document
12.3 Infringement.
- (a) Defense of Franchisee. If Franchisee has used the Marks in accordance with this Agreement, then (i) BBF shall defend Franchisee (at BBF's expense) against any Action by a third party alleging infringement by Franchisee's use of a Mark, and (ii) BBF shall indemnify Franchisee for expenses and damages if the Action is resolved unfavorably to Franchisee.
- (b) Infringement by Third Party. Franchisee shall promptly notify BBF if Franchisee becomes aware of any possible infringement of a Mark by a third party. BBF may, in its sole discretion, commence or join any claim against the infringing party.
- (c) Control. BBF shall have the exclusive right to control any prosecution or defense of any Action related to possible infringement of or by the Marks.
Source: Item 22 — CONTRACTS (FDD page 43)
What This Means (2024 FDD)
The 2024 Franchise Disclosure Document does not explicitly state Better Blend's liability regarding third-party software or technology services provided to franchisees. However, the FDD does state that Better Blend will defend and indemnify franchisees against claims of trademark infringement if the franchisee uses the marks in accordance with the franchise agreement.
While the FDD does not directly address liability for third-party software, it does state that Better Blend has the right to control all telephone numbers, directory listings, and internet marketing accounts related to Better Blend. This indicates that Better Blend maintains control over certain technology-related aspects of the business.
A prospective franchisee should seek clarification from Better Blend regarding their responsibilities and liabilities related to third-party software and technology services. Specifically, it would be prudent to ask Better Blend about the types of software franchisees are required to use, who is responsible for ensuring the software is compliant with applicable laws, and whether Better Blend provides any support or indemnification for software-related issues.