Does the Brain Balance Licensee warrant that they will not infringe on any copyright or proprietary right of the Licensor?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
(vi) Licensee shall not use any content, data, hardware, software or other materials provided by or on behalf of Licensee or any User (collectively, the "Licensee Materials") in connection with the Software or Software Materials in any manner that (A) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (B) constitutes defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious, or (C) violates any applicable international, federal, state or local law, rule, legislation, regulation or ordinance.
(vii) Licensee Materials shall at all times during the Term, be free of any harmful code, including, but not limited to, any program, information, code or command that is (A) designed to or are known by Licensee to cause the Software to malfunction or selfdestruct, (B) designed to or are known by Licensee to cause damage to a computer, network or any information, program or data contained therein, or (C) designed to enable unauthorized access or remote deactivation (other than Licensor's ability to disconnect Users) or otherwise interfere with the performance of the Software.
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
According to the 2025 Brain Balance Franchise Disclosure Document, the Licensee is responsible for ensuring that their materials do not infringe upon the intellectual property rights of others. Specifically, when using content, data, hardware, software, or other materials, referred to as "Licensee Materials," the licensee must ensure that these materials do not infringe upon or violate any patent, copyright, trade secret, trademark, or other intellectual property right of any third party. This requirement extends to ensuring that the Licensee Materials do not constitute defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right, and that they comply with all applicable laws and regulations.
Furthermore, the Licensee Materials must be free of any harmful code that could cause the software to malfunction, damage computer systems, or enable unauthorized access. This includes any program, information, code, or command designed to cause damage or interfere with the performance of the software. The licensor retains the right to reproduce, publish, sell, modify, distribute, prepare derivative programs of, and license to other licensees, the Software or the Software Materials.
Additionally, the licensee is prohibited from removing any trademarks, proprietary legends, or copyright notices from the Software or the Software Materials. They cannot reproduce, publish, sell, modify, distribute, prepare derivative programs of, or license the Software or the Software Materials in any manner. The licensee is also restricted from making copies of the Software or any component thereof, or any Software Materials, without the prior written consent of the licensor. These measures are in place to protect the licensor's intellectual property and ensure the integrity and security of the software and related materials.
For a potential Brain Balance licensee, this means they must exercise due diligence in ensuring that all materials they use in connection with the licensed software and services are free from any intellectual property infringements. This includes obtaining necessary licenses or permissions for any third-party content used and implementing measures to prevent the introduction of harmful code into the system. Failure to comply with these requirements could result in legal liabilities and termination of the license agreement.