Who is the licensor in the Software License Agreement for a Brain Balance franchise?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
| This SOFTWARE LICENSE AGREEMENT (this "Agreement"), dated as of, 20 |
|---|
| (the "Effective Date"), is entered by and between BB FRANCHISING LLC, a Delaware limited |
| liability company, with offices located at 1777 N. California Blvd, #330, Walnut Creek, CA |
| 94596 ("Licensor"), and, a, with office |
| located at |
| ("Licensee"). |
| W I T N E S S E T H |
| : |
| WHEREAS, Licensor and Licensee have entered into a Franchise Agreement |
| dated as Franchisor and Franchisee, respectively (the "Franchise Agreement"), for the |
| operation of Brain Balance™ |
| Center(s) which offer a program for individuals with developmental |
| delays resulting from neurological and physiological imbalances using certain technology (the |
| "Licensed Technology") (the "Business"); |
| WHEREAS, in connection with the Licensed Technology Licensor has developed |
| and is licensing certain proprietary software programs, through an application service provider |
| ("ASP"), with whom Licensor has an arrangement, and is making available to its franchisees by |
| means of web-based access; and |
| WHEREAS, Licensee desires to access and use Licensor's proprietary software |
| programs and ASP services, and Licensor desires to provide such use and services to Licensee on |
| the terms and conditions set forth in this Agreement. |
| NOW THEREFORE, in consideration of the mutual representations, warranties, |
| covenants and undertakings set forth herein, and for other good and valuable consideration, the |
| receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: |
| 1. |
| Grant of License. |
| (a) |
| (i) Subject to the terms and conditions set forth in this Agreement, |
| Licensor hereby grants to Licensee, during the term hereof, a non-exclusive, non-transferable |
| limited license, without right of sublicense (the "License"), to allow access to, and use of: |
| (A) the proprietary software of Licensor as specifically |
| described in Exhibit A |
| annexed hereto, as such proprietary software may be upgraded and |
| modified from time to time in Licensor's sole and absolute discretion during the Term(the |
| "Software"); |
| (B) the operating manuals, user instructions and such other |
| materials as are related to the Software and as may be delivered by Licensor generally to other |
| licensees of the Software (the "Software Materials"); and |
| (C) |
| the customer data provided by the Licensee and |
| communicated to the Software and incorporated therein via a leased line, VPN or otherwise (the |
| "Data Feed"). |
| (ii) (A) Licensor does not convey any right, title to or interest in the |
| Software or the Software Materials to Licensee other than the License granted hereunder, and all |
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, the licensor in the Software License Agreement is BB Franchising LLC. This agreement allows franchisees to access and use Brain Balance's proprietary software programs through an application service provider. BB Franchising LLC, as the licensor, developed and licenses these software programs to its franchisees.
This agreement is crucial for franchisees as it grants them the right to use the necessary software to operate their Brain Balance center. The software includes proprietary programs described in Exhibit A of the agreement, along with operating manuals and user instructions. Franchisees also gain access to customer data provided and incorporated into the software.
It is important to note that the license granted to the franchisee is non-exclusive, non-transferable, and limited, without the right to sublicense. This means franchisees cannot transfer the license to another party or grant sublicenses. The agreement specifies that BB Franchising LLC retains all rights and title to the software and software materials, except for the license explicitly granted to the franchisee. Understanding the terms and conditions of this Software License Agreement is essential for any prospective Brain Balance franchisee.