What are 'Upgrades' as defined in Section 2(d) of the Brain Balance License Agreement?

Based on the 2025 Brain Balance Franchise Disclosure Document, the term "Upgrades" is assigned a specific meaning within Section 2(d) of the License Agreement. However, the actual definition of "Upgrades" is not provided in the excerpts. The FDD does mention that Brain Balance provides franchisees with software and technology services, and that the franchisor will supply Update Releases and Upgrades of the Software at the Licensee site to both fix defects or as part of ongoing development of the product.

Without the specific definition, it's difficult to fully understand the scope and nature of these upgrades. It is important to note that Brain Balance is not obligated to provide maintenance or support for licensee-provided hardware, operating systems, networks, connectivity, or any software other than the Software, especially if altered by someone other than Brain Balance. This could have implications for franchisees regarding their technology infrastructure and the support they can expect from the franchisor.

Prospective Brain Balance franchisees should seek clarification from the franchisor regarding the precise definition of "Upgrades" in Section 2(d) of the License Agreement. Understanding what constitutes an upgrade, the frequency of upgrades, and any associated costs is crucial for budgeting and operational planning. Additionally, franchisees should inquire about the process for requesting and receiving upgrades, as well as the support provided during and after the upgrade process.