Is Brain Balance obligated to correct all software errors?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
- (c) Licensor shall use its commercially reasonable efforts to observe the following standards during the term of this Agreement:
- (i) provide reasonable support and maintenance to the Users within the Normal Hours;
- (ii) Investigate and address within a reasonable time, the repair of Errors in the Software reported by the Licensee or any Errors of which Licensor otherwise becomes aware;
- (iii) Correct Errors in the Software, so long as such Errors are repeatable by the Licensee, or to provide a software patch or bypass around such Error. (No
warranty is made that all Errors can or shall be corrected.)
- (iv) Provide diagnosis and solution of operational problems (generally on a remote basis); and
- (v) Provide Update Releases and Upgrades of the Software at the Licensee site (to both fix defects or as part of ongoing development of the product).
- (d) Notwithstanding any language to the contrary in this Agreement, Licensor shall not be obligated to provide maintenance or support with respect to or for:
- (i) Licensee provided hardware, operating systems, networks and connectivity;
- (ii) Any software other than the Software, or with respect to the Software if it has been altered or modified by anyone other than Licensor or its designated representatives;
- (iii) Viruses (including, without limitation, detection of viruses and resorting or recovering software, including the Software, or data damage caused by viruses);
- (iv) damage to the Software or data not caused by Licensor or its representatives (including, without limitation, entering, correcting or restoring any data lost, damaged or corrupted due to media failure, Hardware failure, viruses, power interruption, failure to back-up data, improper use of the Software or other software, or network or operating system problems); and
- (v) Making modifications to, or providing support for Licensee hardware, operating system software, third party application software, data feeds or external data of the Licensee or its affiliates.
Source: Item 23 — RECEIPTS (FDD pages 72–292)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, Brain Balance is not obligated to correct all software errors. While Brain Balance will attempt to correct errors, there is no guarantee all errors will be fixed.
Brain Balance's responsibilities include investigating and addressing software errors reported by the franchisee or otherwise discovered by Brain Balance within a reasonable time. They will also provide update releases containing changes to the software for error correction and upgrades to new versions of the software as provided to other franchisees. Licensees are expected to notify support personnel of suspected errors and provide reasonable assistance to Brain Balance for maintenance, including access to the system and hardware, remote access to the software, and diagnostic information.
However, Brain Balance is not obligated to provide maintenance or support for licensee-provided hardware, operating systems, networks, connectivity, or any software other than the licensed software. They are also not responsible for issues arising from alterations or modifications made by anyone other than Brain Balance or its representatives, viruses, or damage to the software or data not caused by Brain Balance. This means franchisees are responsible for maintaining their own hardware and ensuring the software is used correctly to avoid data loss or corruption.