Can a Big Blue Swim School licensee communicate the software or documentation to any third party?
Big_Blue_Swim_School Franchise · 2025 FDDAnswer from 2025 FDD Document
nion cause you to breach your development obligations under the Schedule (unless we are | | | willing to extend the Schedule proportionately to account for the delay). | |
EXHIBIT I
SOFTWARE AS A SERVICE AGREEMENT
SOFTWARE AS A SERVICE AGREEMENT
| This DRA and all exhibits to this DRA constitute the entire agreement between the parties | |
|---|---|
| with respect to its subject matter and supersede any and all prior negotiations, understandings, | |
| representations, and agreements with respect to its subject matter. Nothing in this or in any related | |
| agreement, however, is intended to disclaim the representations we made in the franchise | |
| disclosure document that we furnished to you. |
1. INTRODUCTION.
- (a) Licensor owns the proprietary computer software system known as LessonBuddy® more particularly described on the attached Exhibit A ("Licensed Software").
- (b) Licensee desires to obtain a license from Licensor to use the Software by remote access to the Licensor computing environment in accordance with the terms and conditions of this Agreement in conjunction solely with its operation of a BIG BLUE Swim School No. under the Big Blue Swim School Franchising, LLC Franchise Agreements by and between Licensee and Licensor.
Source: Item 23 — RECEIPTS (FDD pages 76–278)
What This Means (2025 FDD)
Based on the 2025 FDD, Big Blue Swim School franchisees are granted a license to use the LessonBuddy® software system through remote access to the franchisor's computing environment. The documentation includes specifications and user guides provided by Big Blue Swim School to the franchisee in written or electronic form at no additional charge. The FDD does not explicitly state whether a Big Blue Swim School licensee can communicate the software or documentation to any third party.
However, the agreement specifies that the software includes portions of code proprietary to third-party owners and copyright holders, which are sublicensed to the franchisee. This suggests that there may be restrictions on distributing or sharing the software or documentation with unauthorized parties. The agreement also emphasizes that any conflicts between the license and the Franchise Agreements will be resolved in favor of Big Blue Swim School, indicating a cautious approach to protecting their intellectual property.
Since the FDD does not directly address the franchisee's ability to share the software or documentation with third parties, it is important for a prospective franchisee to seek clarification from Big Blue Swim School regarding the permitted uses and restrictions of the LessonBuddy® software and related documentation. Understanding these limitations is crucial for avoiding potential breaches of the franchise agreement and ensuring compliance with the franchisor's intellectual property rights.