What actions are Brightstar Care franchisees prohibited from taking with the Athena Business System (ABS)?
Brightstar_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
Subject to your continued compliance with this Agreement, we grant, and you accept, a non-exclusive, non-transferable, limited license to use the Athena Business System ("ABS"), in binary or object code form only, during the Initial Term with the Third Party Materials (defined in Section 1.8.1) we designate and provided to you by us or our affiliate, BrightStar Technology Group, LLC ("BrightStar Technology"), or any other affiliate of ours. We and BrightStar Technology reserve the right to upgrade and change the ABS from time to time. Use of the ABS is for the limited purpose of operating the Agency within the Protected Territory as we prescribe in the Operations Manual or otherwise in writing. We or our licensors will retain all right, title, copyright, trade secrets, patents and other proprietary rights in and to the ABS, and all modifications, enhancements and any derivative works thereof regardless of origin (and accordingly have the right to license others to use ABS). You do not acquire any rights, express or implied, in the ABS or derivative works thereof, other than those specified in this Agreement, and all rights in and to the ABS that are not expressly granted herein are reserved to us. You may not, and will not permit others to, copy, modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to create derivative works from the ABS, otherwise alter the ABS, or discover its source code. The ABS is licensed for use in the United States, and you may not export the ABS or make it available outside of the United States without our written permission. Neither we nor any of our affiliates, including BrightStar Technology, will have any duty or obligation to indemnify or defend you in connection with your use of ABS or any Third Party materials.
Source: Item 22 — CONTRACTS (FDD pages 117–118)
What This Means (2025 FDD)
According to Brightstar Care's 2025 Franchise Disclosure Document, franchisees are granted a limited license to use the Athena Business System (ABS) during the Initial Term of their agreement. This license is non-exclusive and non-transferable, and it allows the franchisee to use the ABS in binary or object code form only, along with designated Third Party Materials. Brightstar Care and BrightStar Technology Group, LLC retain the right to upgrade and change the ABS over time. The ABS is to be used solely for operating the Brightstar Care agency within the Protected Territory, as outlined in the Operations Manual.
The FDD specifies several actions that Brightstar Care franchisees are prohibited from undertaking with the ABS. Franchisees cannot copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to create derivative works from the ABS. They are also prohibited from otherwise altering the ABS or attempting to discover its source code. These restrictions ensure that the integrity and proprietary nature of the ABS are maintained.
Furthermore, the license to use the ABS is limited to the United States. Franchisees are not allowed to export the ABS or make it available outside of the United States without obtaining written permission from Brightstar Care. Brightstar Care and its affiliates, including BrightStar Technology, do not have any obligation to indemnify or defend franchisees in connection with their use of the ABS or any Third Party materials. This highlights the franchisee's responsibility to use the ABS in compliance with the agreement and applicable laws.